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Res No 211-12-13768RESOLUTION NO.: 211-12-13768 A Resolution authorizing the City Manager to issue a Purchase Order for a Voice Over IP (VOIP) telephone system to Switch Tech International, Inc. d /b /a TELESWITCH, through a City of Pompano Beach contract no H- 25 -10, for an amount not to exceed $105,000. WHEREAS, the City wishes to establish a Voice Over IP (VOIP) telephone network for all City facilities and departments so the City can establish a multi -site data network; and WHEREAS, the City will purchase the IP phone system through a piggyback contract from the City of Pompano Beach contract no H -25 -10 at the same negotiated prices; and WHEREAS, the new VOIP phone system will replace the existing phone network that is outdated and not cost effective to maintain; and WHEREAS, the City previously installed fiber optic cable at all City departments since the VOIP system delivers voice communications and multimedia sessions over internet protocol networks. NOW, THEREFORE, BE IT RESOLVED THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. The City Manager is authorized to enter into an agreement with Switch Tech International, Inc. d /b /a TELESWITCH for a VOIP telephone system through a City of Pompano Beach contract no H -25 -10 at the same negotiated prices for an amount not to exceed $105,000 to be paid from Account No 001 - 1320 - 513 -4125 with a current balance of $148,241. A copy of the contract is attached. Section 2. Severability. If any section, clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, this holding shall not affect the validity of the remaining portions of this resolution. Section 3. Effective Date: This resolution shall take effect immediately upon enactment. PASSED AND ENACTED this 1 6t1bay of October , 2012. ATTEST: APPROVED: 9440 ``" CITY CLERK 'f MAY Hamm "WI ED AS TO FO TY AND THEREOF CITY ATTORNEY COMMISSION VOTE: 5 -0 Mayor Stoddard: Yea Vice Mayor Liebman: Yea Commissioner Harris: Yea Commissioner Newman: Yea Commissioner Welsh: YEa CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER - OFFICE MEMORANDUM To: The Honorable Mayor & Members of the City Commission From: Hector Mirabile, PhD, City Manager Date: October 11, 2012 Agenda Item No.: South Miami All- AmedcaCOy 'I I I zoos SUBJECT. A Resolution authorizing the City Manager to issue a Purchase Order for a Voice Over IP (VOIP) telephone system to Switch Tech International, Inc. d /b /a TELESWITCH, through a City of Pompano Beach contract no H- 25 -10, for an amount not to exceed $105,000. BACKGROUND: The City continuously has issues with the existing phone system. The City's existing Norte[ telephone system is extremely outdated and parts for the existing system were discontinued by the manufacture. In the event that the City is in need of parts, the city is required to purchase refurbished parts, and even then, they are expensive. Moreover, current discussions with the City's telephone consultant indicated that obtaining refurbished parts will become more difficult in the very near future. Lastly, the exiting Nortel telephone system infrastructure is not covered by any warranty or maintenance agreement, obtaining such warranty would be too costly, if possible at all. To rectify this situation, a market research exercise was completed last fiscal year for a Voice Over IP (VOIP) phone system. It was determined the most cost effective option is to piggyback off an existing contract with the City of Pompano Beach. The City of Pompano Beach conducted an RFP and negotiated a VOIP system with Teleswitch for an estimated cost of $496,609. The City's system will be much smaller but will take advantage of pricing discounts negotiated for a much larger system. In addition, the pricing structure the City will piggyback from was negotiated in July, 2010; those prices will apply for the City. In advance of ordering the VOIP phones and equipment, the City installed fiber optic cable at all City departments. The VOIP system delivers voice communications and multimedia sessions over internet protocol networks (IP). The expense for the cable, $19,495, was purchased and installed during FY 2012 and VOIP phones is estimated not to exceed $105,000. Teleswitch also installed the cable, which provides an additional benefit to the City. Teleswitch will act as a single point of contact and will be accountable for not only cabling but for the entire VOIP system. The City will exercise the VOIP Page 1 of 2 option that includes 5 -years of support ($23,675) over the one -year option ($5,570) which includes; 12 hours of project management, 30 hours of installation and programming and 16 hours of user training. EXPENSE: Not to exceed $105,000 To account no 001 -1320 -513 -4125, with a balance of $14$,241 SUPPORT: Resolution Teleswitch Master Sales Agreement, City of South Miami City of Pompano Beach RFP #H -25 -10 Pre -Bid Sign in Sheet RFP Responses, dated 4/22/10 Consent Agenda No 2012 -33 and Final Ranking Analysis Resolution No 201 1 -5 Page 2 of 3 Switch Tech International, Inc. d /b /a TELESWITCH MASTER SALES AND SOFTWARE Ll ENSE AGREEMENT.�� This Master Sales and.Software License Agreement is made this .2e day ofte�er 2012, by and between Switch Tech International, Inc. d /b /a TELESWITCH, a Florida corporation, whose principal place of business is 2920 NW 109th Ave., Miami, Florida 33172 (hereinafter referred to as "TELESWITCH ") and City of South Miami whose address is_6130 Sunset Drive, South Miami, FL 33143 (hereinafter referred to as the "Purchaser") (the "Agreement ")For and in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows. 1. EQUIPMENT PURCHASE. TELESWITCH agrees to sell and deliver to Purchaser, and Purchaser agrees to buy and accept the machinery, equipment and other communication hardware (but, however, excluding any software contained herein or which is part thereof), workstations, peripherals, accessories and parts described in the Equipment Schedule, attached hereto and made a part hereof (the "Equipment "). 2. SOFTWARE LICENSE. Subject to the terms of this Agreement, TELESWITCH hereby grants to Purchaser a revocable, limited, personal, non - transferable, non - exclusive license to use the software owned and manufactured by ShoreTel and a sublicense (the "license" and "sublicense" referred to collectively as the "License ") to use any third party software contained in, or made a part of ShoreTel software or provided in conjunction with the Equipment, and all related documentation, as described in Appendix "A" (collectively, the "Software "). This grant is limited to use of the Software solely for Purchaser's own use at the Installation Site(s) (as described in Appendix A) and only to support Purchaser's normal course of business and only on TELESWITCH supplied and installed Equipment, or other equipment authorized by TELESVVITCH, for which the Software is first provided or installed, except as otherwise provided herein. The Software may be copied, subject to the proper inclusion of any and all copyright and proprietary notices, solely, for archival and back -up purposes, or to replace a worn or defective copy. If Purchaser Js unable to operate the Software on the Equipment due to its malfunction, the Software may be transferred temporarily to back -up equipment. Purchaser agrees and acknowledges that the Software and related documentation is confidential and proprietary information of ShoreTel, INC. or any third party vendor from whom TELESWITCH has acquired rights to license any portion of the Software. All rights, title and interest to, and all applicable rights in patents, copyrights and trade secrets in the Software or any of its parts thereof, shall remain vested in full in ShoreTel or in any third party vendor from whom TELESWITCH has acquired rights to license any portion of the Software notwithstanding the grant of the License pursuant to the terms of this Agreement. The License shall commence on the date the Software has been installed at the Installation Site(s) and continue perpetually unless terminated for non - payment of License fees or for any breach by Purchaser of the provisions of this Software License or this Agreement. Any use of the Software on any equipment other than that for which it was obtained or authorized by TELESWITCH or for purposes for which it was not designed, or any unauthorized removal of the Software from the United States, shall automatically terminate this License. Purchaser agrees that upon notice of termination of this License or this Agreement pursuant to the terms herein, the Purchaser will immediately return the Software and all portions and copies thereof as directed by TELESWITCH. 3, RESTRICTIONS ON USE. Purchaser may not, directly or indirectly, (i) license, sell, lease or otherwise transfer or grant third -party access to the Equipment or Software or any component comprising the System; (ii) alter, modify, translate or create derivative works based on the Software; (iii) process or permit to be processed the data of any third party; (iv) use or permit the use of the System in the operation of a service bureau, timesharing arrangement or otherwise for the benefit of a third party; (v) reverse compile, disassemble or otherwise reverse engineer, embed within any other software product, or modify in any manner whatsoever, including modifications to source code with respect thereto, the Software in whole or in part; (vi) disclose, provide or otherwise make available the Software or any part or copies thereof to any person, firm, organization or employees, other than to employees of the Purchaser who have a legitimate need therefore, without the prior written consent of TELESWITCH; and (vii) permit any third party to do any of the foregoing. The Purchaser shall take all appropriate actions by instruction, agreement or otherwise, with any persons permitted access to the Software, necessary to satisfy Purchaser's obligations under the Agreement. \lgn1t12 Page 1 of 16 4. DELIVERY AND DELAYS. A. TELESWITCH shall deliver the Equipment and Software on the date specified by Purchaser in writing and agreed to by TELESWITCH (the "Delivery Date "). Purchaser may designate a specific carrier on an order. TELESWITCH reserves the right to choose an alternate carrier if shipments are not picked up within forty -eight (48) hours after notification. The Delivery Date is approximate and represents the best estimate of the time required for delivery, assuming prompt receipt of all necessary information from Purchaser. B. TELESWITCH shall not be liable for any delay in delivery and/or installation of the Equipment and Software due to causes beyond the reasonable control of TELESWITCH, including, without limitation, acts of God (such as, storms, fires, floods or epidemics), acts of Purchaser, power shortages, enactment or adoption of any law, ordinance, regulation or ruling interfering or rendering more burdensome production, lack of usual means of transportation, inability to obtain necessary labor, materials, supplies or components from manufacturer, or other similar causes. Upon such delay, the Delivery Date will be extended for a period equal to the time lost. The full amount of the merchandise will not be decreased but delivery shall be deferred. If the contingencies herein named, or other causes of like character, prevent or interfere with the delivery of the equipment ordered, Purchaser shall accept such portion of the Equipment and Software as TELESWITCH is able, under the circumstances, to procure and deliver. If the Delivery Date is rescheduled as a result of Purchaser, Purchaser's agents, contractors or representatives (excluding TELESWITCH) the rescheduling provisions of Section 13 of this Agreement shall apply. 5. SECURITY INTEREST AND INSURANCE. A. Purchaser hereby grants TELESWITCH a purchase -money security interest in the Equipment and the right of possession without legal process and in any proceeds (including accounts receivable) until all payments, with interest therein, has been made and all other obligations of the Purchaser due to TELESWITCH hereunder have been fully satisfied. Purchaser shall promptly upon notification by TELESWITCH execute any document required to perfect this security interest. A copy of this Agreement may he filed for the nurnmin of narfartinn ci irh carurity intaract at anv times after aYari itinn I Intil nnumant in fi dl of nil mmni inte rii is hereunder is received by TELESWITCH, Purchaser shall not sell, transfer, mortgage, pledge or dispose of the Equipment or Software, or any component comprising the System, or permit any lien to be placed or remain thereon. If Purchaser makes an unauthorized disposition of the Equipment, TELESWITCH shall have a security interest in and to the proceeds of such disposition in whatever form they are received by Purchaser. Whether now owned or hereafter acquired, any and all increases, additions, accessions, attachments or repairs added to or placed upon the Equipment or any part thereof, and all substitutions or replacements of the Equipment or any part thereof, shall be deemed a component part of the Equipment and a security interest shall pass onto TELESWITCH and remain in it until all amounts and charges to be paid by Purchaser hereunder are paid in full. B. From the date of delivery and until payment in full of the entire purchase price and charges as set forth in this Agreement, Purchaser shall obtain and maintain, at its own expense, adequate insurance against all risk of loss or damage in any amount not less than the amount of the unpaid purchase price and charges. Purchaser assigns to TELESWITCH all rights to receive the insurance proceeds not exceeding the unpaid balance due TELESWITCH and directs any insurer to pay all proceeds directly to TELESWITCH and authorizes TELESWITCH to endorse any draft for proceeds there from. 6. PAYMENT TERMS AND CHARGES, A. Purchaser shall pay to TELESWITCH the prices for the Equipment and license fees for the Software specified on Appendix "A" to this Agreement (collectively known as the "Purchase Price "). Payment of the Purchase Price shall be made by Purchaser as follows: (i) 50% deposit upon execution of the signed Master Sales Agreement (ii) 40% payment upon delivery of the hardware and software (iii) 10% upon final acceptance or 30 days after delivery of the hardware and software whichever comes first Purchase may elect to obtain lease financing through an approved leasing company in which the lease contract shall be the final document containing terms and conditions of sale. All prices are subject to adjustment by TELESWITCH at any time upon thirty (30) days notice. Such price adjustments shall not apply to accepted Purchase Orders. A service charge will be charged to all accounts that are delinquent for more than thirty (30) days from the date of invoice at the authorized statutory rate for municipalities. B. Unless otherwise agreed, prices and license fees are exclusive of sales, use and all other similar taxes levied against the sale, delivery, licensing or use of the Equipment and Software, and all freight and carrier charges. TELESWITCH shall invoice separately for taxes and freight and carrier charges, and such charges shall be in addition to the Purchase Price. If Purchaser has obtained an exemption certificate acceptable to tax authorities, it must be provided to TELESWITCH prior to execution of this Agreement by TELESWITCH. Additionally, the Purchase Price does not, unless specifically stated, include conduit or conduit boxes required by municipal code, teflon fire rated cable or telephone wall kits if required. 7. RISK OF LOSS, TITLE AND NON - ASSIGNABILITY. Risk of loss or damage to the Equipment and Software shall pass to Purchaser upon their delivery by TELESWITCH to the carrier. Title to the Equipment or any portion thereof shall not pass to Purchaser until payment in full therefor is received by TELESWITCH. The License to the Software licensed hereunder is personal to Purchaser and Purchaser shall not transfer, sublease, assign or deliver, except to an affiliated company(s), the Software or such license to another without the prior written consent of TELESWITCH. \10/11/12 Page 2 of 16 8. SITE PREPARATION AND INSTALLATION. Before delivery and installation of the system, purchaser shall make available a safe and suitable place for installation and, at its expense, prepare the Installation Site in accordance with the specifications that TELESWITCH or the manufacturer or vendors of the Equipment may supply. The System shall be installed by TELESWITCH at no additional charge only if the applicable price list states that installation is included in the price. Installation shall be deemed completed upon successful conclusion of TELESWITCH's standard test procedures. TELESWITCH shall be under no obligation to install Equipment or Software unless: (a) the Equipment and Software are properly treated; (b) all prerequisite Products and the Installation Site are properly prepared; and (c) Equipment, products and site are made available to TELESWITCH immediately upon delivery. Installation of Software shall be in accordance with the then current applicable software product description of service or service description. TELESWITCH does not accept responsibility to connect TELESWITCH's products to equipment not supplied by TELESWITCH. Should TELESWITCH, at its option, connect these products, TELESWITCH shall not be responsible for any damages or malfunction which may result. 9. CONFIDENTIALITY AND PUBLICITY A. CONFIDENTIALITY OBLIGATION. "Confidential Information" means all written or oral information designated as confidential at the time of disclosure that is made accessible to the other party in connection with this Agreement, including, without limitation, computer programs, software, formulas, data, information, inventions, techniques, strategies, trade secrets, know -how, plans for products or services, marketing plans, financial documents or data, processes and designs, System passwords, and the terms, but not the existence of, this Agreement. Each of the parties shall treat the other party's Confidential Information confidentially and with at least the same degree of care it uses to prevent the disclosure of its own Confidential Information, but in no event less than reasonable care. In addition, each party shall use the Confidential Information of the other party solely in the performance of its obligations under the Agreement and not disclose it, except to authorized employees of the receiving party or its affiliates, its legal counsel and its accountants. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of its Confidential Information. Upon expiration or termination of this Agreement, each party shall return all tangible copies of any Confidential Information. B. EXCLUSIONS. Confidential Information will not include information that the recipient can prove: (i) was generally available to the public at the time it was disclosed; (ii) was known to the recipient, without restriction, at the time of disclosure by the disclosing party; (iii) is disclosed with the prior written approval of the disclosing party: (iv) was independently obtained or developed by the recipient without any use of the Confidential Information; (v) becomes known to the recipient, without restriction, from a source other than the disclosing party who does not owe a duty of confidentiality to the disclosing party and obtained the information by lawful means, or (vi) is disclosed in response to any order or requirement of a court, administrative agency, or other governmental body, a subpoena, or by rules of a securities market or exchange on which the disclosing party's securities are traded. The burden of proof in establishing that any Confidential Information is subject to any of the foregoing exceptions will be borne by the receiving party. C. TRADEMARK LICENSE. Purchaser grants TELESWITCH a limited, nonexclusive worldwide rights and license during the term of this Agreement to use the names, logos and trademarks of Purchaser to publicize the existence of the business relationship established by this Agreement. 10, LIMITATIONS, LIMITED WARRANTY AND REMEDIES A. THIRD PARTY MATTERS. Purchaser acknowledges and agrees that matters beyond Teleswitch's control may affect the performance of the System, including voice quality and communications interruptions. Such matters (collectively, "Third Party Matters ") include, but are not limited to, (i) the inadequacy or incompatibility with the System of the Purchaser's network, network infrastructure, network configuration, network design and /or network cabling and connections, (ii) unmanaged bandwidth (i.e., the failure of VPN or internet carriers to continuously provide the minimum bandwidth necessary for the proper functioning of the System), (iii) services, software or equipment provided by third parties used, directly or indirectly, with the System and (iv) with respect to multiple site installations (including additions to existing systems), the incompatibility of the System with Purchaser's network or equipment. Purchaser further acknowledges and agrees that services provided to remedy, or attempt to remedy, Third Party Matters (including any necessary network modifications and /or upgrades) are NOT included within the pricing or scope of work under this Agreement and Purchaser agrees to pay for time and materials provided to remedy, or attempt to remedy, any such Third Party Matters at Teleswitch's current hourly rates and prices. In the event Teleswitch informs Purchaser that no modification or upgrade to the Purchaser's network or equipment can be reasonably made to render it compatible with the System or to correct Third Party Matters, then Purchaser may terminate this Agreement. In the event Teleswitch informs Purchaser that the costs to modify or upgrade the Purchaser's network or equipment to address Third Party Matters will likely exceed in excess of the ten percent (10 %) of the purchase price for the System and Purchaser does not agree to expend such costs for such modifications or upgrades, then Purchaser may terminate this Agreement. Upon any such termination and return of the Equipment and the Software (and all copies thereof), Teleswitch shall refund any of the purchase price or fees paid by Purchaser, less payments for services and equipment retained by Purchaser. In the event Teleswitch reasonably estimates that the costs to modify or upgrade the Purchaser's network or equipment to address Third Party Matters will not exceed in excess of the ten percent (10 %) of the purchase price for the System, Purchaser agrees to pay for time and materials provided to remedy, or attempt to remedy, any such Third Party Matters at Teleswitch's current hourly rates and prices. If any such modifications or upgrades are authorized by Purchaser or this Agreement, then modifications and upgrades shall be deemed incorporated into this Agreement as part of the scope of work hereunder. Any such modifications and upgrades made by, or through, Teleswitch are subject to the limitations and exclusions set forth in this Paragraph 9. IN NO EVENT SHALL TELESWITCH BE LIABLE, AND PURCHASER HEREBY EXPRESSLY WAIVES AND RELEASES ANY LIABILITY FOR, LOST PROFITS, LOSS OF USE, LOSS OF DATA, COSTS OF PROCUREMENT OF GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL %Iomh2 Page 3 of 16 ` DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE DIRECTLY OR INDIRECTLY CAUSED, IN WHOLE OR IN PART, BY ANY THIRD PARTY MATTER. TELESWITCH'S LIABILITY IN ALL EVENTS UNDER THIS AGREEMENT IS LIMITED AS PROVIDED IN PARAGRAPHS 9B AND 9D BELOW. B. EQUIPMENT WARRANTY. TELESWITCH makes no warranty of any kind, expressed or implied except that goods sold under this order shall be free of manufacturer's defects as specified in any warranty supplied by the manufacturer. Purchaser assumes all risk and liability resulting from the use and /or installation of the goods, whether used singly or in combination with other goods. TELESWITCH neither assumes nor authorizes any person or entity to assume for seller any liability in connection with the sale or use of the goods sold, and there are no oral agreements or warranties collateral to or affecting this agreement other than as specifically set forth herein. MANUFACTURER WILL AT ITS OPTION REPAIR REPLACE OR MAKE APPROPRIATE ADJUSTMENT WHERE MANUFACTURER'S INSPECTIONS DISCLOSES ANY SUCH DEFECT OCCURING IN NORMAL USAGE WITHIN THE TIME THIS PRODUCT IS WARRANTIED BY THE MANUFACTURER AFTER DELIVERY. TELESWITCH EXPRESSLY DISCLAIMS ALL RESPONSIBILITY FOR CONSEQUENTIAL DAMAMGES OF ANY NATURE OR DESCRIPTION WHATSOEVER. IN NO EVENT SHALL TELESWITCH TECHNOLOGIES LIABILITY HEREUNDER EXCEED THE ACTUAL PRICE FOR THE PRODUCT. TELESWITCH TECHNOLOGIES FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE AND ALL OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED EXCEPT AS SPECIFICALLY SET FORTH HEREIN. C. EXCLUSIONS. The foregoing limited warranty does not cover damages, problems, voice quality issues, malfunctions or service failures caused by: (1) actions of any non - Purchaser personnel; (2) failure to follow TELESWITCH's installation, operation or maintenance instructions; (3) combination, operation, association or use of the Software with materials and equipment not supplied or authorized by TELESWITCH; (4) alterations or modifications, repair or attempted repairs to the Software or Equipment by anyone other than TELESWITCH TECHNOLOGIES or TELESWITCH's authorized representative; (5) negligence, misuse, or abuse by Purchaser of the System; (6) attachment to or incorporation in the Software of non - TELESWITCH products not snnnnrfimri by TFI FC\A(ITr W- nr M nnv fnr fnr hcvnnrl TM [=C \A /ITr`I lin n^n4r^l ;m^ls lA:nri rr ^ a Ar .._...rr --' "' "J ..—...`—v• •. • ` ' Y v' it r ul.y .uvay. "� ]wh Iu I �a_I_vvrl I v I o vW'IU VI, if lIMVUll, Ill c GNJIVJIVI I, Ilul ILI IIII�, VC;OL 4QI l lage, power surges and failures, strikes or labor disputes, water, acts of God, acts or omissions of communications carriers, Third Party Matters or other similar causes. D. DISCLAIMER AND LIMITATION OF LIABILITY, THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, PURCHASER AGREES THAT IT'S EXCLUSIVE REMEDY AND TELESWITCH'S ENTIRE LIABILITY WITH RESPECT TO THE EQUIPMENT AND SOFTWARE, SHALL BE AS SET FORTH HEREIN. IN NO EVENT SHALL TELESWITCH BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT OR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, SAVINGS OR PROFITS, ANY BUSINESS INTERRUPTIONS OR DOWNTIME, ANY DEFECT IN SOFTWARE OR DOCUMENTATION, OR THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, ARISING OUT OF ITS USE OR INABILITY TO USE THE SOFTWARE OR EQUIPMENT, REGARDLESS OF ANY KNOWLEDGE OF TELESWITCH TECHNOLOGIES OF SUCH POTENTIAL DAMAGES. TELESWITCH'S CUMULATIVE LIABILITY TO PURCHASER OR ANY THIRD PARTY FOR ALL CLAIMS RELATING TO THE EQUIPMENT AND SOFTWARE OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE PRICE FOR THE EQUIPMENT AND THE AMOUNT OF LICENSE FEES FOR THE SOFTWARE ACTUALLY RECEIVED BY TELESWITCH TECHNOLOGIES FROM PURCHASER. 11, USE OF PURCHASER DATA/PURCHASER REPRESENTATIONS AND WARRANTIES. Purchaser shall be solely responsible for collecting, inputting, and updating all Purchaser Data (as defined below). Purchaser represents and warrants that its Purchaser Information does not and will not include anything that infringes the copyright, patent, trade secret, trademark or any other intellectual property right of any third party; contains anything that is obscene, defamatory, harassing, offensive, malicious or which constitutes child pornography; or otherwise violates any rights of any third party. 12. TELESWITCH'S PROPERTY. Documentation, schematics, maintenance, materials, tools, site management guides, test equipment, software (including diagnostic software) for which a license has not been obtained, and associated media to be used by TELESWITCH's personnel at the installation site shall remain the exclusive property of TELESWITCH and shall be for TELESWITCH's sole use. 13. CANCELLATION AND RESCHEDULING CHARGES. In the event the Purchaser (a) cancels all or any part of any order, or (b) fails to meet any obligation hereunder causing cancellation or rescheduling of any order or portion thereof, or (c) requests a rescheduling of delivery of the scheduled equipment and the request is accepted by TELESWITCH, the Purchaser agrees to pay TELESWITCH twenty percent (20 %) of the Purchase Price for reasonable and proper cancellation /rescheduling charges. 14. DEFAULT AND REMOVAL OF SYSTEM. Any of the following events shall constitute a default under this Agreement: (a) failure by Purchaser to pay the agreed Purchase Price (including any and all License fees) within thirty (30) days of when said payment is due pursuant to this Agreement; (b) failure by Purchaser to comply with the terms and conditions of this Agreement or any other agreement between TELESWITCH and Purchaser; or (c) bankruptcy, assignment for benefit of creditors, insolvency of the part of Purchaser. Upon the occurrence of an event of default, TELESWITCH, at its option and in addition to all remedies available in law or equity, shall have the right to (a) cancel this Agreement and terminate TELESWITCH's obligation hereunder; (b) accelerate and declare the total Purchase Price or any portion thereof, or any amounts due and to become due hereunder immediately due and payable; (c) stop work on the job site or refuse to deliver the Equipment and Software to the job site; (d) \10/11/12 Page 4 of 16 disconnect the System by remote or otherwise; or (e) remove the System (Equipment and Software) and take possession of all or part of the System. Purchaser agrees to grant full access to TELESWITCH to remove and take possession of the Equipment and Purchaser will hold TELESWITCH harmless for taking such action. Removal of the Equipment does not relieve Purchaser of the obligations of this Agreement. Any and all amounts due and owing under the terms of this Agreement and subsequent to any default herein shall bear interest at the statutory rate for municipalities in Florida. 15, INFRINGEMENT INDEMNIFICATION. TELESWITCH shall defend, at its expense, any claim (or suit) brought against the Purchaser alleging that any Equipment or Software furnished hereunder infringes on a valid United States patent or copyright, and shall pay all resulting costs and damages finally awarded, provided, that TELESWITCH is given prompt written notice of said claim and is given information, reasonable assistance (at Purchaser's own expense) and sole authority to defend and /or settle the claim. In the defense or settlement of the claim, TELESWITCH, may, at its option, obtain for Purchaser the right to continue using the Equipment or Software, replace or modify the Equipment or Software so that they become non - infringing or, if such remedies are not reasonably available, grant the Purchaser a credit for the Equipment or Software as depreciated and accept their return. TELESWITCH shall not have any liability if the alleged infringement is based upon the use or sale of the Equipment or Software in combination with other products, equipment or devices not furnished by TELESWITCH, or upon the use of the Equipment or Software in a manner for which they were not intended. TELESWITCH disclaims all other liability for infringement of any kind, including any incidental, special or consequential damages. Purchaser shall indemnify TELESWITCH harmless against any loss, liability, damage, cost or expense, including reasonable attorney fees, incurred in connection with any claim, suit, action, or proceeding brought against TELESWITCH so far as it is based on a claim relating to the manufacture or sale of any Equipment or Software modified or altered by the Purchaser or combined with any equipment, device, apparatus, or software not supplied by TELESWITCH to the extent that such claim, suit, action or proceeding is due to Purchaser's actions. 16. EFFECTIVE DATE, TERMINATION. This Agreement is effective from the date on which it is executed by TELESWITCH. Purchaser may order Equipment and /or Software Products under this Agreement until this Agreement is terminated by either party upon ninety (90) days prior written notice to the other party, provided that any Licenses granted herein shall continue for the period stated in Section 2 unless such Licenses are terminated as provided therein. All Equipment and /or Software Products purchased or licensed from TELESWITCH shall be governed by this Agreement, except where another written agreement signed by authorized representatives of each party is intended to supersede this Agreement. 17, ORDERS. All Orders are subject to acceptance by TELESWITCH. Performance of an order does not constitute TELESWITCH's agreement to or acceptance of new terms, including pre - printed terms on Purchaser's Order. 18, MAINTENANCE. TELESWITCH offers maintenance services in support of the Equipment and Software. The terms and conditions of such maintenance services are set forth in TELESWITCH's most current Maintenance Agreement. 19, GENERAL PROVISIONS. A. The Equipment and Software are sometimes referred to collectively as the "System ". "Purchaser Data" means all information provided by Purchaser to TELESWITCH through the System for use in conjunction with the System, including processing, storage and transmission. B. Each item of Equipment and Software (individually a "Product'), notwithstanding anything in this Agreement to the contrary, shall be delivered, installed and accepted individually and the Purchaser shall be obliged to make non- refundable payment for each said Product in accordance with the terms and conditions herein. Each Product shall be deemed accepted when it is installed and operating in accordance with TELESWITCH's specifications for such Product. C. This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida. D. The Purchaser may not assign any of its obligations, rights or remedies hereunder without the express written approval of TELESWITCH. E. If any paragraph or clause thereof in this Agreement shall be finally held to be invalid or unenforceable by a court of competent jurisdiction or by legislative action or any other government action, the remainder of this Agreement shall remain in full force and effect and the terms and conditions contained herein shall prevail. F. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their legal representatives. G. Except for any maintenance agreement that may be entered into between the parties hereto, this Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of the Agreement. H. The waiver by either party of any term or condition of this Agreement shall not be deemed to constitute a continuing waiver thereof. I. The section and paragraph heading contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. MOrn112 Page 5 of 16 J. Purchaser understands and agrees that credit reports and other financial information concerning Purchaser may be requested by and furnished to TELESWITCH in connection with this Agreement and any credit application completed and signed by Purchaser. Purchaser further understands and agrees that acceptance of this Agreement by TELESWITCH is subject to TELESWITCH's review and approval of such credit applications. K. In connection with any claim, dispute or litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover costs and reasonable attorneys' fees (including costs and fees incurred at all appellate levels. Purchaser acknowledges that he has read and understands all the terms and conditions set forth in this Agreement and hereby accepts same in their entirety, and acknowledges receipt of a completely executed copy of this Agreement. THIS AGREEMENT IS NOT VALID UNTIL ACCEPTED BY AN OFFICER OF SWITCH TECH INTERNATIONAL, INC D /B /A TELESWITCH. Name Date Title U6rni12 Page 6 of 16 X Officer of TELESWITCH Date ' 4 1 Title APPENDIX A (continued) EQUIPMENT, SCOPE OF WORK, SOFTWARE, INSTALLATION SITE AND PURCHASE PRICE Shoretel Hardware and Software Implementation Scope of Work • Consultative services to identify customer's requirements • Install ShoreGear Voice Switches • Install ShoreWare Director (on customer provided server, requires Windows Server 2008 R2 32bit/64bit) • Software design, Implementation and testing as follows: a. System hardware b. Analog lines c. Extensions d. Users e. Class of Service templates f. Call Routes g. Software Licenses • Install Shoregear switch in equipment room or rack: connect analog lines, IP extensions and analog extensions • Install Shoregear Phones on desk • Install Personal /Professional Communicator on user desktops (see attached minimum PC requirements) • Install Operator Communicator, Supervisor Communicator for workgroups, and Agent Communicator for workgroups as specified in proposal • Dependencies: All patch panels, cables and wiring (Cat 5e or better cable is required) is the responsibility of the customer or the wiring vendor. Customer is responsible for equipment room preparation. • Connect all phones to present and existing panels and jacks • The above assumptions assumes that the present wiring is functioning properly based on the customer's representations and that all jacks are properly labeled and numbered at all points of termination. • In the event the existing wiring is not properly toned and tagged, and it is determined by TeleSwitch that this is required, TeleSwitch will provide this service to the customer on a Time and Materials basis. The customer will be billed at our current prevailing hourly rates. PRI /Analog Trunk Implementation • Consultative services to identify customer's requirements • Software design and implementation of PRI trunk and /or Analog FXO lines • Test with Telecom Service Provider to ensure correct operation • Dependencies: Customer must order PRI and /or Analog trunks and have installed with all carrier required equipment. Voicemail Implementation • Consultative services to identify customer's requirements • Software set up for User, Workgroup and General voice mailbox • Software design for up to 4 Auto attendant greetings Implement and test Network Implementation • Consultative services to assist customer in preparing network for Shoretel • Install PoE switch and connect to all IP phones • Dependencies: 1. DHCP — This should be activated on the LAN/WAN 2. DNS — If using Conference Bridge this is required to access the management page 3. SNTP — Required for correct time and date on phones and V model ShoreTel switches Administrative Training (1 person- up 3 hours) • How to program o Extensions o Voice Mail boxes o Auto Attendant greetings o Workgroups o Incoming call routes o Name changes on Phone set o Installation of Personal /Professional Call Manager o Resetting Passwords o Reporting User Training • How to: \10117/12 o Use of phone and Voicemail o Use of Personal /Professional Call Manager o Find me follow me o Office anywhere Page 1 of 16 w N U I.b a W F- N Z 0 J d Q C co) C Z (O,) W w aa� x a o t— Z w 0 CL U) (L Y LL w CL U H W E IL W LO o r O O O O LO O O O o o O O o o O N LO LO LO M M LO O O o o O O LO O O O O N r r r o6 O O o o O O O . ci O o0 w o O d O O tt O r LO cj• (g F/)- r O 60- r N r r� O N M O O LO (O M O LO (0 to r O O O d' LO O 69 M Ln Ln (3 ao r EA (fl r N r 6c? 1 (f) N N Ln •- r EA 69 (fi L1X.1 C%4 (A M 69 64 NEf} 69 (A EA (A eA fA LL Ln ti O 00 (f} to LA LO LO LO LO LO LO LO O o O LO O O o O f� r� ti r r r (0 r� r� O O O ti O O O O LO LO ci d O LO M O O O O O 0 O ti O O O d' r. 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M O C C O o U N O CF) > C C O C C M N N y L C a) U) U) E iin a) O) m U (6 C L C -E C O O L O N LZ E ao :3 N =1 X j 0 m o E cn N T = T Co C O O to wo tm N : C E N w m rn r+ Z ca.N M O O N LO O 1` O w O (o O) N N I a. I a. N N U*) (O N 1� O T T co CO M M (n O (n 00 (n N �- N N N M T T N N M N O O O O W N W LO `- O O O O O O O O O O O O CD C) C) O 0 O ;t T T T T T T T T T T M M M V M M d) M OT M N N N N M O O M O N M N �- T T N T N M d• In co 1� 00 O O T N q4T In (O 1� 00 ^ \ T T T T T T T T cm 0 CD as TELESWITCH SUPPORT AGREEMENT Customer: 03- CITOFS Agreement Number: (Agreement number will be provided by Teleswitch Contract Admin) THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH SWITCH TECH INTERNATIONAL, INC. DBA TELESWITCH. ( "TELESWITCH ") AGREES TO PROVIDE SUPPORT SERVICES FOR THE SHORETEL IP VOICE COMMUNICATION SYSTEM. BY SIGNING BELOW AND ACCEPTING THE SERVICES AND SUPPORT DESCRIBED ON ITS INVOICE, CUSTOMER AGREES TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS, THIS AGREEMENT IS BETWEEN THE CUSTOMER AND TELESWITCH, 1.0 Definitions 1.1 After - Hours. All hours that are not included in On- Hours. 1.2 Business Day. Monday through Friday from 9:OOam to 6pm, excluding holidays. 1.3 Holidays. TeleSwitch observes the following calendar days in the United States as holidays; New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day following Thanksgiving Day and Christmas Day. TeleSwitch may designate more additional holidays each year. 1.4 On- Hours. 9:OOAM EST to 6:OOPM EST, Monday through Fririn Vii, 1.5 System. The ShoreTel IP Voice Communication System, 1.6 Time of Coverage. Unless otherwise agreed in writing and signed by TeleSwitch and Customer, the period of support hours are stated in Exhibit A — TeleSwitch TeleSwitch Partner Support Program Data Sheet. 1.7 International. Any TeleSwitch product installed in a country other than the continental United States of America is defined as an International Deployment. Unless otherwise agreed to in writing and signed by TeleSwitch and Customer, TeleSwitch support is only available for Shoretel products in countries where Shoretel products are certified for use by Shoretel. Customer acknowledges that TeleSwitch may not nor is obligated under this Agreement to have a local service or sales presence in any particular foreign country.. This extends to but is not limited to service centers, replacement part stocking locations, and training centers. 2.0 Installation 2.1 Network Readiness. TeleSwitch recommends a network assessment prior to installing the System. This assessment need not be a TeleSwitch assessment. Support assistance, which in TeleSwitch's judgment could have been avoided by an assessment, will be billed at TeleSwitch's standard hourly rates. 2.2 Installation and Configuration. An installation plan is essential for a successful installation of the ShoreTel System. To ensure a successful installation, assessment and planning support may be purchased for the price set forth on TeleSwitch's then current price list. In the event Customer elects to perform a system installation without on -site installation assistance or remote installation assistance from TeleSwitch, and supplemental assistance is required from the TeleSwitch Technical Support Center, Customer may be charged an hourly rate set forth on TeleSwitch's then current price list for installation services. In the event that installation assistance requested by the Customer is ultimately determined by TeleSwitch Enterprise Support Agreement— Rev, 0410 TeleSwitch to be directly attributable to third party issues, (e.g., telco, network configuration, cabling, DHCP configuration), TeleSwitch will charge the Customer an hourly rate, set forth on TeleSwitch's then current price list for professional services. 3.0 Support 3.1 Authorized Contacts. TeleSwitch Support provides authorization for specific Customer employees to engage TeleSwitch's Technical Assistance Center (TAC). The Authorized Contacts may contact the TAC by sending e-mail, or by telephone. The number of specific Authorized Contacts Customer may designate and Customer's entitlements to TAC cprvirpc nrp iripntifipri in FYhihit 0 — TalaCvvltrh TalaCuritrh Partner Support Program Data Sheet. �V v y✓ V 3.2 Third Party Product Issues. In the event that product issues assigned to TeleSwitch are ultimately defined as third party issues the Customer may be charged an appropriate hourly rate from TeleSwitch's then current price list for TeleSwitch's efforts. 3.3 On Line Support. Each specified Authorized Contact, (as defined in section 3.1), shall be provided with a unique user account for the ShoreTel /TeleSwitch web site. Accessibility to individual areas of the ShoreTel /TeleSwitch web. site is identified in Exhibit A — TeleSwitch Partner Support Program Data Sheet. 3.4 Telephone Support and E -Mail Support, Telephone Support and E -mail support is available during On- Hours. Any provisions for After- Hour or Holiday support are outlined in Exhibit A — TeleSwitch Partner Support Program Data Sheet. For International Deployments, unless otherwise agreed to in writing and signed by TeleSwitch and Customer, services identified in Exhibit A TeleSwitch Partner Support Program Data Sheet, are available during TeleSwitch On -Hours (as defined in section 1.4). 3.5 ShoreGear Switch Hardware Support. ShoreGear switch support includes the support described above in paragraphs 3.3 and 3.4 plus advanced exchange, overnight replacement of failed ShoreGear switch units. Requests for overnight replacement requests must be received by no later than 2:OOpm Pacific Time. Entitlement to hardware replacements and replacement hardware delivery commitments are outlined in Exhibit A — TeleSwitch TeleSwitch Partner Support Program Data Sheet. For International Deployments, unless otherwise agreed to in writing and signed by TeleSwitch and Customer, Hardware Maintenance Advanced Exchange Service identified in Exhibit A — TeleSwitch Partner Support Program Data Sheet, shall be delivery via reasonable efforts utilizing the most expedient shipping method available at the time the part 1 0 replacement is requested by Customer. 3.6 ShorePhone IP Telephone Hardware Support, ShorePhone IP telephone support includes the support described in paragraphs 3.3 and 3.4 plus advanced exchange replacement of failed ShorePhone IP telephone units covered under this TeleSwitch agreement. Replacement delivery is via ground delivery service. Requests for expedited replacement may be made and is subject to TeleSwitch's then current expedite fee. Overnight delivery may be requested. Requestor is responsible for all overnight shipping fees and charges. Overnight replacement requests must be received by no later than 2:00pm Pacific Time. Entitlement to hardware replacements and replacement hardware delivery commitments are outlined in Exhibit A — TeleSwitch Partner Support Program Data Sheet. For International Deployments, unless otherwise agreed to in writing and signed by TeleSwitch and Customer, Hardware Maintenance Advanced Exchange Service identified in Exhibit A — TeleSwitch Partner Support Program Data Sheet, shall be delivery via reasonable efforts utilizing the most expedient shipping method available at the time the part replacement is requested by Customer. 3.7 Response Standards. Response standards define the level of support that can be expected by TeleSwitch Customer. TeleSwitch's commitments surrounding these standards are defined in Exhibit A — TeleSwitch Partner Support Program Data Sheet. 3.8 Service Level Agreement, Service Level Agreements may be purchased in addition to the standard TeleSwitch Support described in this Agreement for the price set forth on TeleSwitch's then current price list. If Customer has purchased a Service. Level Agreement, the terms thereof are set forth as Exhibit B to this agreement and by this reference such Service Level Agreement is incorporated herein and made part thereof; nothing herein shall relieve Customer of its obligation to pay for such Service Level Agreement. 3.9 On -Site Services. On -site support services for warranty support are covered under the scope of this agreement. Any on -site service for moves, adds or changes will be billed at the hourly rate specified in the attached Schedule A. This hourly rate is subject to change upon 30 days written notice to the customer. 4.0 Training 4.1 System Administration and Trainer Training. TeleSwitch will provide web -based System Administrator training during the term of this agreement for up to eight students. Attendees shall be a) individuals identified as Authorized Contacts set forth in Section 3.1 hereof and b) the Customers Help Desk employees who are typically System Administrators and /or trainers. 4.2 End User Training. TeleSwitch will provide end user training onsite at a reduced hourly rate of $125.00 per hour during the TeleSwitch Enterprise Support Agreement — Rev. 0410 TELESWITCH SUPPORT AGREEMENT Customer: 03- CITOFS Agreement Number: (Agreement number will be provided by Teleswitch Contract Admin) term of this agreement. 4.3 Other Training. Computer -based training courses may be made available as a download from TeleSwitch's TeleSwitch web. Any QuickStart training sessions in addition to the interactive, virtual classroom sessions defined in sections 4.1, 4.21 4.3, Exhibit A — TeleSwitch TeleSwitch Partner Support Program Data Sheet, are available and may be purchased for the price set forth on TeleSwitch's then current price list. 5.0 Software and Hardware 5.1 Software Updates and New Releases. TeleSwitch Customers will receive new software releases and applicable software maintenance updates during the term of the agreement as defined in Exhibit A — TeleSwitch Partner Support Program Data Sheet. Installation of such software releases and updates is not included as part of TeleSwitch Support and is the responsibility of the Customer. Software support does not entitle the Customer to new software that is designed to add additional applications or to provide functions that were not included in the software originally licensed. Such new software may be licensed separately from TeleSwitch. 5.2 Hardware Updates. In the event Shoretel deems it necessary to issue critical Engineering Change Orders, ( "ECO's "), TeleSwitch Customers will receive a replacement ShoreGear switch with those ECO's installed during the term of the agreement. 5.3 No Installation or Delay. The Customer may elect to not install or to delay the installation of ShoreWare System software or ShoreGear updates. If the Customer elects not to install two successive updates of either hardware or software, Customer will be subject to an update charge or may incur additional charges for support due to the additional costs associated with supporting older versions of the product 6.0 Customer Responsibilities 6.1 Help Desk. Customer shall establish their Help Desk as the support interface with TeleSwitch. Employees who bypass the Help Desk will be referred back to the Customer's Help Desk by TeleSwitch's TAC staff. 6.2 Authorized Contacts. Customer shall designate specific TeleSwitch Authorized Contacts within their Help Desk. Prior to contacting the TeleSwitch TAC for system assistance, each authorized contact will receive initial TeleSwitch product training and updated training as specified in Section 4.1. Customer shall maintain the responsibility of notifying TeleSwitch Contract Administration via fax, mail, or email in the event changes to the Customer's previously designated Authorized Contacts are required. 6.3 On Site Contacts. In situations in which the Customer has multiple locations, Customer shall provide at least one individual per location to work with TeleSwitch personnel to resolve cases if initial efforts to resolve the incident with the i 1 Customer's Help Desk are unsuccessful. These contacts can be system administrators and /or trainers that have received training per Section 4.1. 6.4 Latest Release. Customer shall maintain all ShoreTel hardware and software within two versions of current release level including ShoreGear held as replacement parts. Installation of new software and hardware is the Customer's responsibility and will be installed in accordance with TeleSwitch's specifications. Installation support for subsequent hardware and software purchases and /or releases are available as Professional Services and are priced separately. 6.5 Access. TeleSwitch reserves the right to remotely access Customer's system to a) review the final installation for quality assurance purposes, b) provide remote installation support, and /or c) for system auditing and license compliance reviews. Customer may elect to provide this access to the ShoreTel IP Voice Communication System server as weir as any remote control software on the server as specified by TeleSwitch; provided, however, that if Customer does not elect to provide remote access, TeleSwitch shall charge Customer fees for on- site access in accordance with TeleSwitch's then - current price list. 6.6 Maintenance of Systems. Customer shall maintain the Switch room cable plant, ShoreWare server, including software updates, client PC's, LAN /WAN equipment, telephone sets, and all other third party products or applications. 7.0 Term and Termination. 7.1 Term. The initial term of this Agreement will commence on the date product is first shipped to Customer and will have a term of: 1 Year 113 Years 0 5 Years 7.2 Renewal.. Renewal price is based on product list price at the time of purchase and at TeleSwitch's then list price for the current TeleSwitch Support plan. 7.3 Termination. Either party may terminate this Agreement upon 30 days' prior written notice to the other. There are no refunds for early termination of paid support contracts. 8.0 Pricing and Payment Terms 8.1 Price. Unless otherwise agreed by TeleSwitch and Customer in writing, pricing for the TeleSwitch Support plan is based on pricing set forth on TeleSwitch's then current price list. 8.2 Add -On Purchases. Support for all add -on purchases will be billed at the time of shipment, pro -rated for the remaining term, and at the rate on TeleSwitch's then current price list for the current TeleSwitch Support plan. All applicable taxes, if any, will be billed at the time Support Charges are invoiced. 8.3 Payments. Terms are net thirty (30) days. Accounts thirty TeleSwitch Enterprise Support Agreement— Rev. 0410 TELESWITCH SUPPORT AGREEMENT Customer: 03- CITOFS Agreement Number: (Agreement number will be provided by Teleswitch Contract Admin) (30) days past due will be subject to a monthly service charge at the authorized statutory rate for municipalities Payment for the entire term of the agreement is due prior to the beginning of the term for which services are to be performed for all renewals. 9.0 Limited Warranty. TeleSwitch shall use its reasonable, best efforts to provide the support services defined in this Agreement and warrants that such services shall be performed in a professional manner. TeleSwitch will make available a list of supported hardware platforms, operating systems, database versions, and other third party software products for both the ShoreWare server software and ShoreWare client software and this warranty covers only the configurations set forth in the list. This warranty is contingent upon Customer's adherence to these supported configurations and following the proper installation and support practices and procedures in which the System was intended. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, TELESWITCH MAKES NO WARRANTIES OR CONDITIONS ON THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND TELESWITCH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON - INFRINGEMENT, 10.0 Unauthorized Equipment. It is TeleSwitch's policy to not extend TeleSwitch support or provide software for any TeleSwitch equipment purchased from an unauthorized third pa rty. 11.0 Limitation of Liability. IN NO EVENT SHALL TELESWITCH'S LIABILITY UNDER, ARISING OUT OF OR RELATING TO ITS TELESWITCH SUPPORT PLAN OR THIS AGREEMENT EXCEED THE AMOUNT PAID TO TELESWITCH BY CUSTOMER FOR THE SERVICES GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL TELESWITCH BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, UNAUTHORIZED CALLS THAT MAY BE MADE USING THE SYSTEM AND CHARGED TO THE CUSTOMER, ANY TELEPHONE TOLL FRAUD, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. THE PARTIES ACKNOWLEDGE THAT THE SUPPORT CHARGES WERE DETERMINED BASED UPON THE FOREGOING LIMITATION OF LIABILITY. 12.0 Miscellaneous 12.1 Governing Law. The laws of the United States and the State of Florida, without reference to conflict of law principles govern this Agreement. Any dispute between the Customer and TeleSwitch regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the State of 1 2 Florida. 12.2 Entire Agreement; Severability. This Agreement is the entire agreement between Customer and TeleSwitch with respect to support services provided by TeleSwitch and supersedes any other verbal, or written communications or advertising. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. 12.3 Force Majeure. TeleSwitch is not liable for any failure or delay in performance due to any cause beyond its control. In Customer Name: 61 1 y a d O doZ ^ Title: Date: 10°17-2.01z. TeleSwitch By: Name: •� elwf�- Title: (Y Y / L, , Date: v'7 • l 7 , TeleSwitch Enterprise Support Agreement — Rev. 0410 TELESWITCH SUPPORT AGREEMENT Customer: 03- CITOFS Agreement Number: (Agreement number will be provided by Teleswitch Contract Admin) any event, if TeleSwitch's ability to deliver services is impaired by Customer or circumstances beyond TeleSwitch's control, TeleSwitch may terminate this Agreement, in which event; Customer will receive a refund for any unused portion of the service term for which it had paid. 1 3 [] Technologies that make sense TELESWITCH SUPPORT AGREEMENT Customer: 03- CITOFS Agreement Number: (Agreement number will be provided by Teleswitch Contract Admin) TO BE COMPLETED BY TELESWITCH CONTRACT ADMINISTRATION: Term: through PO #: Invoice #: TeleSwitch Enterprise Support Agreement — Rev. 0410 1 4 TELESWITCH SUPPORT AGREEMENT Customer: 03- CITOFS Agreement Number: (Agreement number will be provided by Teleswitch Contract Admin) TELESWITCH SERVICE AGREEMENT EXHIBIT A Partner Support Program Data Sheet TeleSwitch Enterprise Support Agreement — Rev. 0410 5 --� G. �z`.' 't 'r[S �.x.. ^.. �. 2+Y f G �'2. Y. � AS ? S lv< , U"�'R g`r>'. ".• b"ti" <t °A�'A,y'�:e��$%%'� �. ."y ".#mow' -i S'zF'yY',t: R ETrM�� ,�� • Hours of Service 7 x 24 • After Hours 4 Hour Response • Authorized Contacts Up to Four Contacts may be designated O#S .' %. �{Y �'.��'*c bS sS3i'`f:) - ��f"'f .." A�� .?;(.,?•`�. �`'-� 5�, �y�� XS.. �'3M13�Y,�>yt"��5�2' CC ", j s Mr -10 i % • Access the TeleSwitch Web Access Yes • Case Management Yes • Knowledgebase Yes %+.J b •:3 L.b4 , i i4 J °YET.2 i i l , $.� y } � � �� y 4 ��C� } °� :@4%+bs$J a`ix��v+.a52f ,^ "w{l�X•3`Y`w°'d`Y�w -'�: �9, Y> t^ 3�+ t4d% �'' w�iY +.nn'fi'eN.. ^.ai.mi�:.e}'e'F�ry e`ki` \ �'i.�^3 §"a.+k Y.y`$F4£o�"�.ts.<<M� t`.�kY4tU'e!'§��`.. Milt ..!:`.>Y.`'- vv°+c�'m'��" -'}: r%e�, '1 #2T.l�n l' Y '�'hfl'i. • Reduced Hourly Rate for (7n Site MAC's $135.00 /Hour • Remote /Web based MAC's Free '\ -f3T�S `y�`p$. � x V "'�q�{�y wQ .n Y J (�� } /{ �E:.�✓ti 4..zn i MYi'+��.Y��("- �� }r!��tx ,« S "-. *� J a■ 'yam �{� /n y 1.VE iY .iQ 'v (` � Es t'Z Jyy ' %y iP i2 • Software Updates Yes • Published Patches and Fixes Yes < E +sr ,°, 1 .M1•iu�C ho ,. �vv "Y � 25 "C{ `^°•KS „ "s S, }'�4Tr -,e ' '... ,K K4 S( ., 3n SYCF 5 ;(} id`xM1' n y ih -`, V `k l, a M1,, rt fc ,,-w' s,'-'i "^v k�.+ wf �d Sd 2+"ra, ✓� ° 2 ?b-(l`.$y. vt 53 s %.�v1'3 v,, r.�y�lltla� ��e0a } }5;9�j(s�� ryM1'x kCT $�$��•y� ��,+�`�� JR(,�. :_� .�Gearx s�►.►.�te� q ar�l�Fur� 9 u,' $n. • -�i`•- 3,"f..,µ[` ": `, � 3� J>e%'�+�i...H. >. � �l :d'}.+S rte... : �k .`'.LS`�LY:$. • •t •' S .LFt!'ift� ..t,uEG"iJ�`rr"k �.V�" i�ro":.4n'>'°u3 s'{LY>�,'.�'i rja`>�Sn. �' mTQ2(''k i+`.�t- `£FSSV.v'.\`• <��'��/�.5. a�i ?'AIT�'«�"wjn�Y.L'��$„'�`��i.. n.lk'A°rr,�J�.N F$ -.�� • Extended Warranty Yes • Advanced Exchange Yes • Delivery Method Next Business Day Delivery �� ?�?ri�,��"rs�'S n;•.�'�?;��s�... ri%wM�'s:`�vt'''`° .,. � Ev. �y�'. �e« �wA� :- f�'m�ik9 z��s?:. aT.+4�xx�(� %°`.�.,``sik`3:2 �u�' �" � 'm`t`�'�t.,�.`�...w`'..r. -z�"°: "3. '��`ris� a. ,w+'`,.0.<s;a,"r �.,' 3"- �( �. a�'>I<i'.�.'i,��- r.'sk!n,,1'.t' m'�...2�e,..si"s�,+A€;�:�r -.: -,.,L �a�`' <£,e?„'t�8�'.�s,.� • Extended Warranty NO • Advanced Exchange NO • Delivery Method 1'2 Ground Delivery 'Additional fee applicable for expedites handling Z Requestor responsible for shipping charges for shipping method other than ground TeleSwitch Enterprise Support Agreement — Rev. 0410 5 TELESWITCH SUPPORT AGREEMENT Customer: _03- CITOFS ``� Technologies that make sense Agreement Number: (Agreement number will be provided by Teleswitch Contract Admin) AUTHORIZED CONTACTS The following contacts are service /support contacts and are your internal support team. They will receive a unique login and password to the ShoreTel ShoreCare Web Center and will have access to the TeleSwitch Technical Support Center. ® • d d d ® 1 1, • Company Name. • Address (line 1) • Address (Line 2) • City / State / Zip Code • Main Phone # • Main fax # 4 ARM v5(Y?fl 247 }'0 i';Ak9`-.�tl:u'�iS O`...... i ..YS' ,C¢ L2:.aarrt J4�T _LAffL7eL, ;l+�/ti•iT,A%'�'f'Fr Af�ksrS f rtv vnr u'{{ v xr, rk' y,4. y �SF.w+'T* m� Tr'�F — 1��'{` - aArvbimvb ---- --- ?®1 `.Tc. 'M .+c. .. i:. �.L° �A144L',: *ry ilYtE. fi .i R �I Q,. 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',; :, \+ , m't +➢,j' %rF t""* :,A3 iY �41`.k`. -7i 7'lk`�??( S •3 a e tS"�r`.c T,' � ".; 55i: , '?�.,P.F* +✓� e% fh�`..s:+TS T�"4Se`�g"j?"'+xrY � °' � ..XMI • Full Name • Title • Phone # • Fax # • Email Address ig M`% r- ; } ".`cs7a' ^'"esC:zc�.a- .ya'�,s` ;yrg "..' �+'%>. c .s " 3 ,�, �5a� z��1-, z F w F z� y 2i�.ta YKN'fi �F F`i, ��ht'r �.'N`Si Y+ 1. '1 rS# t� 2( Y-anK✓ Ale Jj, i`iyi`2, 4'�`2t @'� €i.�.5 £P 4.iTyyi';,? �fK'fe"i -A x'Av c�! Sl',4 }t"' ,? # l s"'s t�£-5 '.o i Gi y�`, { lY ' S Pik iM' ' .✓ F �vi� .9„ x,�,,.3•�aa��T.x .33Fit� • Full Name • Title • Phone # • Fax # • Email Address TeleSwitch Enterprise Support Agreement — Rev. 0410 1 6 REQUEST FOR PROPOSALS H -2540 VOIP PHONE SYSTEM NON - MANDATORY PRE- PROPOSAL CONFERENCE MARCH 22, 2010, 10:00 A.M. CITY COMMISSION CHAMBERS 100 WEST ATLANTIC BOULEVARD POMPANO BEACH, FLORIDA 33060 RFP OPENING: APRIL 6, 201012:00 P.M. PURCHASING OFFICE 1190 N.E. 3RD AVENUE, BUILDING C (Front) POMPANO BEACH, FLORIDA 33060 Pompano Beach All- AmericaChy ,I I 1%,1 March 8, 2010 CITY OF POMPANO BEACH FLORIDA REQUEST FOR PROPOSALS H -25 -10 The City of Pompano Beach ( "City') invites Proposals from qualified firms that can provide an IP telephone system that meets or exceeds the specifications listed in this Request For Proposal ("UP"), including the design, implementation, and support of a new IP telephone system and interconnection of this system to the established multi -site data network. Proposals must not only meet the current functionality requirements, but should also be adaptable for future growth, as outlined herein. A. Background Information The City has approximately twenty -two (22) locations that are all connected by a point -to -point wireless or DSL /VPN LAN. This LAN is currently used only for data transmission, but will be used for VOIP in the future. The LAN has one main computer room located at City Hall and another smaller computer room at the City's Emergency Operations Center (EOC) located at the Water Treatment Plant. The current phone system consists of a Nortel Networks Option6lc, located at City Hall, and an Optionl lc, located at the EOC. In addition to City Hall, the Option6lc provides service to the Commission Chambers, Fire Administration, and Fire Training. The Optionl lc provides service to the EOC and the entire Public Works campus. Both PBX's support Nortel M3900 voice terminals as well as any analog devices that may be required. In addition to the two PBX's, the city has six (6) Nortel Networks key systems of varying models and five (5) NEC Electra key systems. Most sites within the city with fewer than five (5) telephones are supported by AT &T Centrex lines and are equipped with single or dual line analog sets as needed. All sites, except where AT &T Foreign Exchange rules are exceeded, are covered by the city's four digit dialing plan. Our current voice system has 431 voice sets, 57 faxes, 418 DID lines, 170 Non DID lines and 38 Analog accessories. Be Scope of Work Current Voice System and Data Network The City has approximately 22 locations that are all connected by a point -to -point wireless or DSL /VPN LAN. Currently, the City uses this LAN for data only, but we wish to use it for VOIP also. Our LAN has one main computer room located at City Hall, and a smaller computer room at our EOC located at our Water Treatment Plant. RFP H -25 -10 I Initial Our current phone system consists of a Nortel Networks Option6l c located at City Hall and an Option 1 I c located at the EOC. In addition to City Hall, the Option6l c provides service to the Commission Chambers, Fire Administration, and Fire Training. The Option lc provides service to the EOC and the entire Public Works campus. Both PBX's support Nortel M3900 voice terminals as well as any analog devices that may be required. In addition to the two PBX's, the city has six (6) Nortel Networks key systems of varying models and five (5) NEC Electra key systems. Most sites within the city with fewer than five (5) telephones are supported by AT &T Centrex lines and are equipped with single or dual line analog sets as needed. All sites, except where AT &T Foreign Exchange rules are exceeded, are covered by the city's four digit dialing plan. Our current voice system has 431 voice sets, 57 faxes, 418 DID lines, 170 Non DID lines and 38 Analog accessories. Current Data Network • We have approximately 35 Windows 2003 servers • Our wireless point to point connections between our buildings provide 11 bps download and 3 bps upload • Each building is wired for a minimum of 100MB Ethernet Sand & Spurs SM 20 Civic Ctr SM 2 Cisco 1811 HP 4000M Air Park SM 4 STA 103 SM 5 STA 24 SM 7 Preschool SM 8 Golf Course SM 9 Athletics SM 19 Cemetery SM 13 City of Pompano Beach Canopy Network 40MIE:MM STA 52 SM 6 EOC SM 1 Cisco 1811 HP 42080 HP 2324 HP 222.4 HP 4000M STA 61 SM 3 Larkins Center SM 11 f' McNair Center MicheillMoore Center SM 12 SM 10 STA 11 VPN/DSL CAT 5 Cable City Hall Cisco 2800 HP 4000M Police Dept HP 4208V1 Fiber and CAT 5 CMM HP 1600M CATS AP7 Streets and BridgesTower HP 1800 -8G Logistics SM 18 North Broward Park SM 15 Skolnick Center SM 16 Highlands Center SM 17 M. McLeod 09 -22 -09 RFP H -25 -10 2 Initial General System Requirements The City is soliciting proposals for an IP compatible phone and voicemail system that meets or exceeds the specifications listed below: General • System equipment provided under this RFP shall be new (never used and the latest production model) • The vendor will provide free of charge a system wide network test of our current LAN to see if it will support the proposed VOIP solution • Vendor will quote any additional network equipment required to make their system operate efficiently. The City will decide whether to purchase this additional equipment from the same vendor or another source. This equipment may be used to replace or add to the current City network. This equipment will new, never used and the latest production model 13hn"n Va"I" r evciom n+ u"nh �Fff,,... oiv lrrn oinfi�no 1 ARVRRV A SA XRb O,"&YAmw HL �"H AR Vl VUl oxA llf V JC"&AVXz. Call Control System • Redundant call control at separate locations • Simple communication across WAN connections w/o complete loss of service during WAN outages • Configured to support at least 500 users and scalable beyond 500 users • PC /Web based management interface • PC /Web based user interface • 99.999% Reliability Voice Mail Servers • Voice mail, 2 redundant severs, one at City Hall and the other at the EOC • Configured to support at least 500 users and scalable beyond 500 users • Configured to support at least 300 simultaneous voice mail access by users • SIP compatible • Web based management interface • Web based user interface • Integration with Microsoft Exchange e-mail server. Voice mail messages cannot be stored on the Exchange servers. Video Conferencing • Video /Web Conferencing for up to 12 users per work station • Integration of Video conferencing into Microsoft Outlook • Video cameras /devices to support video conferencing for 500 users RFP H -25 -10 3 Initial IP Phones • Provide (100) Administrative Level sets o Multi -line (6 lines or greater LCD display (preferably color) o 100 /1000 Base -T switch ports o Programmable buttons with light indicators o Full- Duplex speaker phone o Support headset connection o Integrated message waiting light o Integrated phone ringing light o Integrated fixed feature buttons(hold, transfer, conference, redial, speaker) • Provide (380) General user level sets VM access, and o All the same functionality as the Administrative set, except for only a 2 line phone • Provide pricing for (20) soft phones • . Provide pricing for (20) portable phones Interactive Voice Response (IVR) • Must replace the City's current EASE CT Solutions IVR. • Full integration with the City's iSeries system via Sungard Public Sector's Naviline or iSeries Access ODBC • Able to be programmed through a web browser and /or GUI interface • Minimum 8 port system • The selected vendor must configure the new IVR to take over for the existing one and provide sufficient training for IT staff to be able to make future changes as needed. Auto Attendant • Must replace the City's current Nortel Call Pilot Auto Attendant. • The new Auto Attendant must provide at least 5 levels of nested menus • The selected vendor will convert the existing Auto Attendant applications to the new system and interview the relevant department heads to see if any changes are necessary. • The system can have no less than 16 channels. • The selected vendor must provide sufficient training for the IT staff to be able to make future changes to the system as needed. City wide Deployment and Training Services • Provide installation services for all core hardware • Provide Programming for VOIP system • Provide complete System Administration training for IT staff • Provide training sessions for multiple City employees at a time, until all are trained to use the new phone system RFP H -25 -10 4 Initial co System Features Matrix Using the following System Features Matrix, indicate if the proposed solution will support the feature listed and /or describe the proposed solution for the feature. Please explain if the feature is not fully supported in the solution proposed and provide pricing for the additional equipment /software /licensing necessary to fully support the feature. Some fields will require a brief explanation. Call Control Yes No Explanation/Notes Call Menus Call Hold Call Parkin Call Forwarding Bus /No Answer Call Routing Conference Calling (Max number of users in Conference Call /Max concurrent CCs Call Recording, with a reminder tone, (TIUSI be able to be disabled s ystern Wide Auto Attendant Hunt Groups User Directory Iriteractive Voice Response Music Message on Hold Overhead Paging Group Paging through Phones Call Center Support Call Logging w/ Export Abilities Call Accounting Roaming User Support (Log Into Phone Direct Inward Dial Enhanced 911 Caller ID Multiple Line Appearance on Phones Message Waiting Light Stutter tone when message is waiting Messages on Hold Call Load Distribution Call Stack Depth Indicate # Call Center Software Platform Media Storage Type Solid State ?) 99.999% Availability Supported Protocols Moves, Adds and Changes Require Reboot? VLAN Supported? How is QoS managed? Types of phones supported RFP H -25 -10 5 Initial Soft phone availability Yes No Explanation /Notes Long Distance Authorization codes System Reporting Call Parkin Call on hold reminder Send to voice mail while ringing Voicemail Yes No Explanation /Notes Unified Messaging Outlook Integration (MS Exchange) Voicemail Software Platform Voicemail Hardware Platform 99.999% Availability Voicemail Storage Limit Voicemail Simultaneous Access Limit Maximum users that can be added to system Reliability Yes No Explanation /Notes Capability of calling 911 without power Ability to re -route to PSTN on failure Redundancy Maintenance and Upgrades Yes No Answer/ Explanation Management Platform (PC, browser, etc.) Cost of adding users beyond the capacity of the system bid Event Logging Email Notification Security How is documentation and support provided? Scalability Built in monitoring and troubleshooting? Self administration w/ nominal training? Single management interface for PBX, VM, ACID, E911, IVR, phones and users? Single management interface to manage all sites? Single management interface to manage all PSTN connections at all sites? Is there role -based system administration? RFP H -25 -10 6 Initial D. Proposal Requirements Vendors should include sufficient documentation in their Proposal to allow the City to evaluate their response on the following points and others enumerated herein. The City of Pompano Beach reserves the right to solicit additional information from the proposers to determine which solution best meets the City's needs. Additional information may include, but is not limited to, past performance records, a list of available personnel, and any other pertinent information. Proposals are required to comply with the following conditions that are considered an integral part of this RFP. I. The Proposal must remain valid for acceptance for a minimum of 120 days after Proposal opening. 2. This RFP must be included in the final contract between the vendor and the City of Pmmnnno Reach- 3. Vendor is responsible for determining the amount of time needed to perform the scope of services requested in this RFP and shall provide a proposed schedule of critical dates in the Proposal, including a performance completion date not to exceed six (6) months. Vendor recognizes time is of the essence and that City will suffer financial loss of approximately $2,300 per month if the requested services are not timely completed in accordance with the performance completion date set forth in Vendor's Proposal. Vendor also recognizes the delays, expense and difficulties involved in proving its financial losses as a result of Vendor's untimely performance. Rather than require any such proof, the City will require the selected Vendor to contractually agree to pay liquidated damages of $75 per day (not a penalty), commencing thirty (30) days after the performance completion date set forth in Vendor's Proposal, for each day that Vendor has not completed the requested services. 4. The City shall evaluate the Proposal(s) and award any contract in consideration of the Proposal that is most advantageous to City. Factors to be considered shall include the evaluation criteria stated below and elsewhere in this document: a. Price, net first -year cost to the City. b. Price, net ongoing costs to the City. C, Ability to provide a highly reliable and available VOIP network -based telecommunications solution set. d. Vendor Experience and qualifications: Evaluation of the vendor's experience in building intelligent network infrastructures and implementing VOIP Telephony technologies. RFP H -25 -10 7 Initial E. F. e. Voice Messaging: Scalable, cost - effective voice messaging solution that and integrates with Microsoft Exchange and supports industry standards. f. System Administration: Maximum flexibility for rapid, efficient, and cost - telephone number of a contact person; and effective configuration changes, affecting personnel and associated VOIP date telephone equipment through a standard browser -based interface. g. Interviews with entities currently using vendor's product. h. Vendor Support /Service Capabilities: Remote serviceability, technical support of the entire VOIP communications system, applications, vendor reputation. i. Ability to provide support from an established office in our Tri- County area (Broward, Palm Beach, Miami -Dade) with availability of service on a twenty four hour, seven day per week basis. J, Vendor must maintain its own, full time, qualified technical staff. The winning vendor may not employ subcontractors or `Rent- a- Techs' for the design, implementation, or future service of the VOIP network. k. Scalability: Modular, cost - effective growth in both VOIP phones and applications over the next five years. 1. Ability to coordinate and work directly with telecom service provider during implementation of the new system and switch over. Pre - Proposal Conference A Pre - Proposal conference for all potential proposers will be held on March 22, 2010 beginning at 10:00 a.m. at the City Commission Chambers building, 100 West Atlantic Boulevard, Pompano Beach, Florida 33060. Attendance at this meeting is not mandatory, but is highly recommended. This will be the only opportunity to tour the affected City facilities. Technical staff will attend this meeting to discuss the intent and scope of the project. Any material clarifications or changes to scope discussed at this meeting will be published as an Addendum to the RFP. Submission/Format Requirements The City of Pompano Beach, Florida will receive sealed proposals until 2:00 p.m. (local), April 6, 2010, in the City's Purchasing Office, 1190 N.E. 3rd Avenue, Building C, Pompano Beach, Florida, 33060. E- mailed or faxed proposals will not be acceptable. Submit one (1) original and six (6) bound copies of the Proposal. All copies will be on 8 -' /z" x 11" plain white paper, typed, and signed by an authorized representative who is able to contractually bind the Proposer. To assure consistency, proposals must conform to the following format and include the following items, in the order presented .below. 1. A title page showing the RFP subject; the firm's name and FEI number; the name, address and telephone number of a contact person; and the date of the proposal. RFP H -25 -10 8 Initial 2. Table of contents with page numbers referenced. 3. Transmittal letter stating the Proposer's understanding of the work to be done; the commitment to perform the work; a statement why the firm believes itself to be the best qualified to perform the work; and a statement that the proposal is a firm and irrevocable offer for a 120 -day period from the closing date of this RFP. Include the name and signature of the representative who has been authorized to submit the proposal on behalf of their firm. 4. A brief description of the company, including a history of experience, and any available brochures about the business. Contact information, including the name, address, phone number, e-mail address, and mailing address of the vendor's primary contact person, must be included in this section. 5. A minimum of five customer references and contacts, with name, phone number(s) and address, and how long they have been a customer. 6. A description of any deviations from the stated specifications, which are germane to the proposed services and /or costs. 7. The number of full time employees certified to work on the proposed system. 8. Detailed description of equipment and components. 90 Detailed network diagrams and drawings. 10. A complete description and associated costs of any proposed "electives" available that are not described in this RFP. 11. A cost quotation for the first year of the project. This quotation must be itemized and include all costs, including system license fees, hardware, installation, implementation, training, travel and per diem, documentation, software, maintenance, third party software and any other cost to make the system operational. 12. A cost quotation for the future years of the service. This quotation must be itemized and include all costs, including maintenance, upgrades, support, etc. 13. A detailed schedule of installation and implementation of the project. 14. Disclose any litigation within the past 5 years arising out your firm's performance. RFP H -25 -10 9 Initial 15. City Provided Forms: a. Completed Small Business Enterprise participation forms b. All RFP pages, initialed where indicated C, Completed System Feature Matrix G. Questions and Communication All questions must be submitted in writing to the Purchasing Office, 1190 N.E. 3rd Avenue, Building C (Front), Pompano Beach, Florida 33060, fax (954) 786 -4168. All questions must include the inquiring firm's name, address, telephone number and RFP name and number. Questions must be received by 2:00 p.m. on March 26, 2010, at the above location. No further questions will be accepted after this date. Oral and other interpretations or clarifications will be without legal effect. Questions and answers will be distributed to all firms known to have obtained the RFP document from the City via an Addendum. H. Addenda In the event it becomes necessary to revise, change, modify, or cancel this RFP, addenda will be issued to all known recipients of this solicitation. I. Acceptance Period Proposals submitted in response to this RFP must be valid for a period no less than one hundred twenty (120) days from the closing date of this solicitation. J. RFP Conditions and Provisions The completed and signed Proposal (together with all required attachments) must be returned to City on or before the time and date stated herein. All proposers, by submission of a Proposal, shall agree to comply with all of the conditions, requirements and instructions of this RFP as stated or implied herein. All Proposals and supporting materials submitted will become the property of the City. Any alteration, erasure, or interlineations by the proposer in this RFP shall constitute cause for rejection. Exceptions or deviations to this Proposal may not be added after the submittal date. All proposers are required to provide all information requested in this RFP. Failure to do so may result in disqualification of the Proposal. The City reserves the right to postpone or cancel this RFP, or reject all Proposals, if in its sole discretion it deems it to be in the best interest of the City to do so. RFP H -25 -10 10 Initial The City reserves the right to waive any technical or formal errors or omissions and to reject all Proposals, or to award contract for the items herein, in part or whole, if it is determined to be in the best interests of the City to do so. The City shall not be liable for any costs incurred by the proposer in the preparation of Proposals or for any work performed in connection therein. K. Small Business Enterprise Program The City Commission has established a voluntary Small Business Enterprise ( "SBE ") Program to encourage and foster the participation of small businesses in the central procurement activities of the City. The City is strongly committed to ensuring the participation of Small Business Enterprises ( "SBEs ") as contractors and subcontractors for the procurement of goods and services. The City has set a 5% voluntary SBE goal for this engagement. For the purpose of the City's voluntary program, the definition of a SBE is taken from § 288.703(1), Florida Statutes. As of the date of this solicitation, a small business means an independently owned and operated business concern that employs 200 or fewer permanent full -time employees and, that, together with its affiliates, has a net worth of not more than $5 million or any firm based in Florida that has a Small Business Administration 8(a) certification. As applicable to sole proprietorships, the $5 million net worth requirement shall include both personal and business investments. The City encourages all firms to undertake good faith efforts to identify appropriate SBE partners. The City does not maintain a directory of certified small businesses. Other agencies, such as Broward County, the State of Florida, and others, certify small businesses. Sources of information on certified SBEs include the Broward County Small Business Development Division and the State of Florida Office of Supplier Diversity. Links to these organizations can be found on the City's website http: / /mypompanobeach.or /directory /purchasing /index.html. SBE Forms are included in this solicitation package and all responding firms must return a response of participation or non - participation in order to be considered for evaluation purposes. Proposers who are able to meet the City's voluntary SBE goals must submit as part of their Proposal package the SBE Participation Form (Exhibit "A ") and the Letter of Intent Form (Exhibit `B "). Proposers who are unable to meet the recommended goals must submit as part of their proposal package the SBE Unavailability Form (Exhibit C) and Good Faith Effort Report (Exhibit D). RFP H -25 -10 11 Initial L. 2, 3, 4. 5, 6, 7. Selection/Evaluation Process A Selection /Evaluation Committee will be appointed and will be responsible for selecting the most qualified firm. The Selection /Evaluation Committee will then present their findings to the City Commission and upon their approval, negotiate contract with the most qualified firm. The Committee will rank responses based upon the following criteria: Criteria Ability to provide products and services as determined by qualifications, financial stability and past work completed in similar conditions. Overall responsiveness to the RFP. Proposed cost of products and services Quality of references Work plan and project deadline compliance System features and overall reliability Support capabilities including multi -site VOIP support experience Point Range 0 -20 0 -10 0 -20 0 -5 0 -15 0 -15 0 -15 The Committee has the option to use the above criteria for the initial ranking to short -list proposers and to use an ordinal ranking system to score short- listed proposers following presentations (if deemed necessary) with a score of "1" assigned to the short- listed proposer deemed most qualified by the Committee. Each firm should submit documentation that evidences the firm's capability to provide the services required for the Committee's review for short listing purposes. After an initial review of the Proposals, the City may invite proposers for an interview to discuss the Proposal and meet firm representatives, particularly key personnel who would be assigned to the project. Should interviews be deemed necessary, it is understood that the City shall incur no costs as a result of this interview, nor bear any obligation in further consideration of the submittal. When more than three responses are received, the committee shall furnish the City Commission (for their approval) a listing, in ranked order, of no fewer than three firms deemed to be the most highly qualified to perform the service. If three or less firms respond to the RFP, the list will contain the ranking of all responses. The City Commission has the authority to (including, but not limited to); approve the recommendation; reject the recommendation and direct staff to re- advertise the solicitation; or, review the responses themselves and /or request oral presentations and determine a ranking order that may be the same or different from what was originally presented to the City Commission. RFP H -25 -10 lid Initial M. Interviews/Presentations If the City considers it necessary, the Selection /Evaluation Committee will meet on April 21 for presentations from short- listed firms. All proposers are informed of this date so that they will be available should the Committee require a presentation from their firm. N. Insurance The insurance described herein reflects the insurance requirements deemed necessary for this project by the City. It is not necessary to have this level of insurance in effect at the time of submittal, but certificates indicating that the insurance is currently carried or a letter from the Carrier indicating upgrade ability will speed the review process to determine the most qualified Proposer. The successfiil Proposer shall not commence operations, construction and /or installation of improvements until certification or proof of insurance, detailing terms and provisions of coverage, has been received and approved by the City_ of Pomp_ ano Beach Risk Manager. The following insurance coverage shall be required. a. Worker's Compensation Insurance covering all employees and providing benefits as required by Florida Statute, Chapter 440, regardless of the size of the company (number of employees). The Contractor further agrees to be responsible for employment, control and conduct of its employees and for any injury sustained by such employees in the course of their employment. b. Liability Insurance 1) Naming the City of Pompano Beach as an additional insured, on General Liability Insurance only, in connection with work being done under this contract. 2) Such Liability insurance shall include the following checked types of insurance and indicated minimum policy limits. Type of Insurance GENERAL LIABILITY XX comprehensive form XX premises - operations explosion & collapse hazard underground hazard operations hazard LIMITS OF LIABILITY MINIMUM $1900000 OCCURRENCE /AGGREGATE bodily injury and property damage combined RFP H -25 -10 13 Initial XX contractual insurance XX broad form property damage XX independent contractors XX personal injury AUTOMOBILE LIABILITY XX comprehensive form XX owned XX hired XX non -owned EXCESS LIABILITY XX umbrella form other than umbrella MINIMUM $1,000,000 OCCURRENCE /AGGREGATE bodily injury (each person) and bodily injury (each accident) bodily injury and property damage combined MINIMUM $1,000,000 OCCURRENCE /AGGREGATE bodily injury and property damage combined The certification or proof of insurance must contain a provision for notification to the City thirty (30) days in advance of any material change in coverage or cancellation. The successful Proposer shall furnish to the City the certification or proof of insurance required by the provisions set forth above, within ten (10) days after notification of award of contract. O. Standard Provisions 1. Governing Law Interested vendors will agree that agreements shall be governed by the laws of the State of Florida, and the venue for any legal action will be in Broward County, Florida. 2, Conflict Of Interest For purposes of determining any possible conflict of interest, each Proposer must disclose if any City employee is also an owner, corporate officer, or an employee of the firm. If any City employee is an owner, corporate officer, or an employee, the Proposer must file a statement with the Broward County Supervisor of Elections pursuant to § 112.313, Florida Statutes, 3, Drug Free Workplace The selected firm(s) will be required to verify they will operate a "Drug Free Workplace" as set forth in Florida Statute, 287.087, RFP H -25 -10 14 Initial 41 1 Public Entity Crimes A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Florida Statute, Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 5. Patent Fees, Royalties, And Licenses If the selected Proposer requires or desires to use any design, trademark, device, material or process .o ^ :'ered by letters Wf patent ^,r enp yright� the selected Proposer and his surety shall indemnify and hold harmless the City from any and all claims for infringement by reason of the use of any such patented design, device, trademark, copyright, material or process in connection with the work agreed to be performed and shall indemnify the City from any cost, expense, royalty or damage which the City may be obligated to pay by reason of any infringement at any time during or after completion of the work. 6. Permits The selected Proposer shall be responsible for obtaining all permits, licenses, certifications, etc., required by federal, state, county, and municipal laws, regulations, codes, and ordinances for the performance of the work required in these specifications and to conform to the requirements of said legislation. 7. Familiarity With Laws It is assumed the selected firm(s) will be familiar with all federal, state and local laws, ordinances, rules and regulations that may affect its services pursuant to this RFP. Ignorance on the part of the firm will in no way relieve the firm from responsibility. 8. Withdrawal Of Proposals A firm may withdraw its proposal without prejudice no later than the advertised deadline for submission of proposals by written communication to the General Services Department, 1190 N.E. 3rd Avenue, Building C, Pompano Beach, Florida 33060, RFP H -25 -10 15 Initial 9. Composition Of Project Team Firms are required to commit that the principals and personnel named in the proposal will perform the services throughout the contractual term unless otherwise provided for by way of a negotiated contract or written amendment to same executed by both parties. No diversion or substitution of principals or personnel will be allowed unless a written request that sets forth the qualifications and experience of the proposed replacement(s) is submitted to and approved by the City in writing. 10. Force Maieure If the CITY or VENDOR are unable to perform, or are delayed in their performance of any obligations under this RFP by reason of any event of force majeure, such inability or delay shall be excused at any time during which compliance therewith is prevented by such event and during such period thereafter as may be reasonably necessary for either party to correct the adverse effect of such event of force majeure. a. Events. An event of "force majeure" shall mean, but is not limited to, the following events or circumstances to the extent that they delay either the CITY or VENDOR from performing any of its obligations under this RFP: acts of God; fire; epidemics; earthquake; flood or other natural disaster; acts of the government; riots; strikes; and war or civil disorder. b. Economic Hardship. Economic hardship of the CITY or VENDOR shall not be considered an event of force majeure. C, Modification. In order to claim the benefit of this Paragraph, a party claiming an event of force majeure shall be required to give the other party prompt written notice that specifically details the event of force majeure and diligently proceed to correct the adverse effect of any force majeure. Both parties agree that time is of the essence. 11. Contact Information For additional information regarding this solicitation, please contact Ms. Leeta Hardin, General Services Director, at (954) 786 -4098. RFP H -25 -10 16 Initial SBE GOAL ANNOUNCEMENT RFP # H -25 -10 The City of Pompano Beach is strongly committed to ensuring the participation of Small Business Enterprises (SBEs) as contractors and subcontractors for the procurement of goods and services. All firms responding to this solicitation are encouraged to participate in the City of Pompano Beach's Voluntary Small Business Enterprise (SBE) Program. The recommended, voluntary goal for this solicitation is 5% for Small Business Enterprises. The SBE criteria being used is as stated in §288.703, Florida Statues. SBE Forms are included in this solicitation package and all responding firms must return a response of participation or non - participation in order to be considered for evaluation purposes. Responding firms should utilize SBEs certified by the State of Florida, Broward County and /or other local government jurisdictions with similar certification criteria. Proposers who are able to meet the City's voluntary SBE goals must submit the SBE Participation (Exhibit "A ") and Letter of Intent (Exhibit "B ") Forms as part of their proposal package. Proposers who are unable to meet the recommended goals must submit the SBE Unavailability Form (Exhibit C) and the Good Faith Effort Report (Exhibit D) as part of their proposal package. RFP H -25 -10 17 Initial cl E W E OU) Z LL cn 2 W 0 Q Q Z O c Z o mOu � U Q =zWa L u C) Omw �Qa¢. O< h� U i= 06 a� .o a. LL Elf cu UI C OMOM E U� 4. 0 a) E ca z W CO4�. ti z 4 LL Z O w ti U LL W U Lli O J Z J O U) OO Z w °O } L cv c E0 aa)) z IL L o U 0 O 2 C C cl O a) U a) a F- E U� 4. 0 a) E ca z W CO4�. ti z 4 LL Z O w ti U LL W U Lli O J Z J O U) OO Z w °O } c L O U U co a a) c E 0 a✓ � M U � IL m c o .�? c U a) o W E m O N U) � a cu a F0— Q � TO: EXHIBIT "B" LETTER OF INTENT TO PERFORM AS A SUBCONTRACTOR RFP Number (Name of Prime or General Contractor) The undersigned intends to perform subcontracting work in connection with the above contract as (check below) an individual a partnership a corporation a joint venture The undersigned is prepared to perform the following work in connection with the above Contract, as hereafter described in detail: (Date) BY: (Name of SBE Contractor) RFP H -25 -10 19 Initial I, EXHIBIT "C" SMALL BUSINESS ENTERPRISE (SBE) UNAVAILABILITY FORM NEW (Name and Title) of , certify that on the day of , I invited the following SBE CONTRACTOR(s) to bid work items to be performed in the City of Pompano Beach: SBE Contractor Address Said SBE CONTRACTOR(s): Signature: Work Items Sought Did not bid in response to the invitation Form of Bid Sought (i.e., Unit Price, Materials /Labor, Labor Only, etc.) Submitted a bid that was not the low responsible bid Other: Note: Attach additional documents as available. Date: RFP H -25 -10 20 Initial EXHIBIT "D" GOOD FAITH EFFORT REPORT RFP # 1. What portions of the contract have you identified as SBE opportunities? 2. Did you provide adequate information to identified SBE? Please comment on how you provided this information. 3. Did you send written notices to SBEs? Yes No If yes, please include copy of the notice and the list of individuals who were forwarded copies of the notices. 4. Did you advertise in local publications? Yes No If yes, please attach copies of the ads, including name and dates of publication. 5. Did you contact any organizations with large constituents of SBE members for possible sub - contractors? Please attach list of resource organizations used. 6. What type of efforts did you make to assist SBEs in contracting with you? 7. List the SBEs you will utilize and subcontract amount/percentage. RFP H -25 -10 21 Initial 8. Other comments: Note: Please attach the unavailability letters with this report. RFP H -25 -10 22 Initial Z CITY OF POMPANO BEACH MANDATORY PRE BID CONFERENCE SIGN IN SHEET BID NO, H -25 -10 VOIP PHONE SYSTEM DATE: 03 / 22 / 2010 ATTENDEES NOTE: Furnish complete information. This completed form becomes the basis of the mailing list for all addenda. Only companies represented on this sheet may submit bids for the above named project. Company You Represent •ec .1 ro)o / ccn ew:`-s Company Mailing Address ilkJ Q� Ct r? �- City State Zip Code Telephone Number ( t) %�' �� G- Fax Number() Im Company You Represent Company Mailing Address 5c) 8' Title w Telephone Number.(") _:23 y '�SZS Fax ' Number Vj y) S'Qj � f f' f j . Name f r�J • J� (�koy V Zip Code Company You Represent 0 VA E d!'L(� Company Mailing Address. 016 / >Y 1/VQ .1`�A *01 AfZ"al lC Z 3,.32 City State Zip Code Telephone Number (l ) y Fax Number (SS Company Mailing Address 'moo . ) City State Zip Code q p Telephone Number ?0z (7� `O �t7 d Fax Number (30%) Z 3 ^ ©7 6 CITY OF POMPANO BEACH MANDATORY PRE -BID CONFERENCE SIGN IN SHEET BID NO. H -25 -10 VOIP PHONE SYSTEM r V DATE: 03 / 22 / 2010 ATTENDEES NOTE: Furnish complete information. This completed form becomes the basis of the mailing list for all addenda. n companies represented on this sheet may submit bids for the above named project. i / �< ,4 "' �V J o u f r 0,-t S 4f0-X r k J Name / Title Company You Represent � 1 -1�E Company Mailing Address 0J 40z `JC�d .claI each kr ✓C City State Zip Code Telephone Number Fax Number esy % !s: S-0� Name Company You Represent Company Mailing Address Title yww 33aczk Lai PL- Zip Code TelephoneNumber.R,.5 723 -3Y-5 Fax Number ?s ?W '7 ?33 � r Name Company You Represent Company Mailing Address q J � ` Voro 1 , !;�l 3 3 )-7 r City State Zip Code Telephone Number (34, ot317ax Number (305) 59 3 `q Title Company You Represent �' Q Company Mailing Address b;;)- 5 /UGC/ 0 ILZ4 sy- F - )�rrT- �- City Telephone Number ( )f/ l Fax Number State Zip Code a Y CITY OF POMPANO BEACH MANDATORY PRE -BID CONFERENCE SIGN IN SKEET BID NO. H -25 -10 V.OIP PHONE SYSTEM DATE: 03 / 22 / 2010 ATTENDEES NOTE: Furnish complete information. This completed form becomes the basis of the mailing list for all addenda. Only companies represented on this sheet may submit bids for the above named project. 0,1 Company You Represent U l_ 91M mot. wi �,"^a `1 ("0 (e. s 141q � Title Company Mailing Address �lD o � W w 3 4g , Pa�yp knc (Yt 33pb City ^�— State Zip Code Telephone Number (% 3 (y d 6 Fax Number (717A _ ;;2 1? 3 ` %5 ,jV Name C SG 1 YLA - Company You Represent % flr J'w-Av"�) SA &S I4 aw&",aL Title Company Mailing Address 3OS-0 iV 9&98&0 99 T�yl/44� -�� %'CCCYw� 330P d City State Zip Code g�3 Telephone Number.( ) IJz n5 J43 Fax Number( ) Name Company You Represent Company Mailing Address 1'S"cp 5 flW 3 9c(5f $v!otVLi �J �R old 3�4r2 City State Zip Code Telephone Number (� Fax Number Company You Represent Company Mailing Address City I itle 3351 State Zip Code Telephone Number CIS$ 3z:� - 1411 0 Fax Number (64 ) 314 - I `E RS t CITY OF POMPANO BEACH MANDATORY PRE -BID CONFERENCE SIGN IN SHEET BID NO. H -25 -10 VOIP PHONE SYSTEM DATE: 03 / 22 / 2010 ATTENDEES NOTE: Furnish complete information. This completed form becomes the basis of the mailing list for all addenda. Only companies represented on this sheet may submit bids for the above named project. 1 Company You Represent Company Mailing Address tY � TAKE ' , U1 1i � yL_ J P City Telephone Number (� J)1 !� Fax Number( IQ� AWdIdT Title LV J Company You Represent Company Mailing Address 2 XZ0 Q �-%V► City S 309 3:3 06 Zip Code Telephone Number`(() '702--" 90'7(n> Fax Number q6V r ;Q r0 Company You Represent Company Mailing Addres C . Title Telephone Number 97/ o' :/ �l Fax Number Name l�1 �} R Gq 2 ! r+4 `� �4 S T C 4 o /� 5747 'C tc 7-16A t i-r� l) Title Company You Represent fi 1 t Company Mailing Address 131 D %U' Yu a etsC 64Vb2#4o o sumet Se) t=t,r 3333 -3 City State Zip Code Telephone Number � if �/ 3 L UcI Fax Number ( ) CITY OF POMPANO BEACH MANDATORY PRE -BID CONFERENCE SIGN IN SHEET BID NO. H -25-10 4.OIP PHONE SYSTEM DATE: 03 / 22 / 2010 ATTENDEES NOTE: Furnish complete information. This completed form becomes the basis of the mailing list for all addenda. Only companies represented on this sheet may submit bids for the above named project. Name 4q VA C_ ,Q�J^ecJ /�ccoun7yL exec u4 Title Company You Represent Company Mailing Address /�`i!3 SU✓l Y 2 ,fiL 331 �S City State Zip Code Telephone Number (34 o I R o (0 3 Fax Number 4/S6 .3 9 S � Jl4AV Company You Represent'' / Company Mailing Address r S�: k7 Liotl i :L � p co City °' //State qy � � al Code Telephone Number.() .Its � ° B c) Fax NumbeRSY Vh3 — / 9 I' Company You Represent A1LIl Company Mailing Address /rdo 4d cst Cdee -c ° Cvte fc.,. led RMCl 6( 0333 City State Zip Code 4T02.i o7f0 /�' Telephone Number ( � S7 /� /r'i (� O Fax Number (K?J'y) tTrW 6444VV4 Name Company You Represent Company Mailing Address Title Telephone Number( ) q� 1 �� p� Fax Number 0 e CITY Or POMPANO BEACH MANDATORY PRE -BID CONFERENCE SIGN IN SHEET BID NO. H -25 -10 VOID PHONE SYSTEM DATE: 03 / 22 / 2010 ATTENDEES NOTE: Furnish complete information. This completed form becomes the basis of the mailing list for all addenda. Only companies represented on this sheet may submit bids for the above named project. I%I Company You Represent C! CompauyMaiIingAddress il9fV 7 /5iw 5o gads Yt4Y i�L Z!owo City State Zip Code Telephone Number (aw)4W/ o -7tn() Xl�Q Fax Number(( 01) !j J f)-4;3 )O Name Company You Represent Company Mailing Address Telephone Number.( ) a " City Fax Number( ) Title State Zip Code s Title Company You Represent Company Mailing Address Telephone Number ( ) R Company You Represent Company Mailing Address City State Fax Number( ) City Telephone Number ( ) Fax Number ( ) Zip Code State Zip Code 2 LU E m O CO ° k ƒ CO 3 ? 0 a. w U. E L ± O � ? U 0 & � � 0 0 g 7 CL N ?Mm�q �gmgm & ggm�q kn�FL L� �q� L� o q 2 0 / 2 C —=2 m2 L.L ® G o o F. & m -0 c 2 @ © a: t vc E §@ o2 mOLL 5 0. OL� »« CN_ � k� > $ U) ° � T 0 @ a < 2' 2 / @ - § > \ ca D « ( § @ « (n ' m ® o Q £ / 0 k � $ CL k / g IL 2 Z 2 2 / @ogQo # -3mcmq nomm #c �QqM — Uq w 2 o . OL 2 0 m c 2 $ § / . \ CL .0 cm E 3 \�q / �E 3 ® 0 rE 4- > / o 7 ƒ od / w / a @ a) 4.QU22mw 0 g 7 CL CITY COMMISSION MEETING — JU1LY 13, 2010 — AGENDA NO. 201.0-33 CONSENT AGENDA APPROVED 1. Approval to award Bi.d 11- 37 -10, Golf Course Decorative Fence, to the low bidder, Intercounty Engineering, Inc., in the amount of $247,125.80. (Staff Contact: Phyllis A. Korab /Clayton Young) ADOPTED 2. RES. NO. 2010 -247: A RESOLUTION OF THE CI'T'Y COMMISSION OF THE CITY OF POMPANO BEACH. FLORIDA, APPROVING AND AUTHORIZING THE PROPER C1..1 "Y OFFICIALS TO EXECUTE A LOANED V HICLE RISK ALLOCA'T'ION AGREEMENT BETWEEN "I HE CITY OF POMPANO? BEACH AND MEDTF.0 AMI3ULANCE CORPORATION; PROVIDING AN .EFFECTIVE DATE. (Staff Contact: Harry I,. Small) APPROVET? 3. l Approve ranking order for RFP 1- 1 -25 -10 "VOID Phone System," and authorize / staff to negotiate a contract with the highest- ranked firm, Teleswitch. (No cost at this time.) (Staff Contact: Gene Zamoski) APPROVED 4. Approval to replace Mitchell Moore Air Conditioning system by Job Order Contractor (JOC), Shiff Construction & Development, Inc. (City's Cost: $129,232.00) (Staff Contact: Robert McCaughan) ADOPTED 5, RES. NO. 2010 -24$: A. RESOLUTION OF THE CITY COMMISSION OF '!'I IE CITY OF POMPANO BEACH, FLORIDA, APPROVING AND AUTHORIZING TIII; PROPER CIrFY OFFICIALS TO IEXECU` L A CONSULTANT AGREEMENT BETWEEN THE CITY OF POMPANO BEACH AND CAMP DRESSER & MCK.lE1E INC. FOR CONTINUING CONTRACT FOR ENGINEERING SI;RVICIES FOR WATER AND RIECI.,AIMED WA`I'L R TREATMI.N"I' PLANT PROJECTS; .PROVIDING AN EFFECTIVE .DATE. (Staff Contact: Phyllis A. Korab) 2 Meeting Date: 07/13/10 REQUESTED COMMISSION ACTION: x Consent Ordinance Resolution Agenda Item A < 5 Consideration /Discussion Presentation SHORT TITLE Approve negotiate ranking order for RFP H -25 -10 "VOIP Phone System", and authorize staff to a contract with the highest- ranked firm, Teleswitch. (No cost at this time.) Summary of Purpose and Why: RFP H -25 -10 was issued to obtain responses from firms to provide a VOIP (Voice Over Internet Protocol) telephone system. City Commission approval of the ranking order presented by the Selection /Evaluation Committee is requested, and authorization is requested for appropriate City staff to negotiate a contract with the highest - ranked firm, Teleswitch. Further authorization is requested to continue with the succeeding ranked firms should an impasse occur in the negotiations with the recommended firm. The recommended firm indicated they would not have SBE participation. (1) Origin of request for this action: staff (2) Primary staff contact:: Gene Zamoski, I.T. Director (3) Expiration of contract, if applicable: n/a (4) Fiscal impact and source of funding: no cost at this time 954 786 4537 DEPARTMENTAL DEPARTMENTAL DEPARTMENTAL HEAD SIGNATURE COORDINATION DATE RECOMMENDATION Info. Technologies General Services Finance Budget X City Manager • : i .-approve ACTION TAKEN BY COMMISSION: Ordinance iS' aednig Reading Resolution 1° Reading Consideration_ Results: Workshop Results: MEMORANDUM Purchasing #10 -071 June 28, 2010 To: Dennis W. Beach, City .Manager From: L,eeta Hardin, General Services Director Subiect: Background for.RC'P 11 -25 -10 "VOID Phone System" Contract Need/Background The Request for Proposals (.RFP) #H -2S -10 was issued to select a firm to provide a VOIP (Voice Over Internet Protocol) telephone system to replace the City's current systems. Gene Zamoski, Information Technologies Director, provided the project scope of services. Mailing list The mailing list for this project was created by using companies suggested by the requesting department, companies that have responded to prior solicitations, companies that have requested their names be, placed on the mailing list, and companies from appropriate listings in other sources. Number of firms submitting proposals...",.., .... I ...... 't..W .... .I ...... ........... 7 Advertising The RFP was advertised in the Sun Sentinel, and notices were sent to bid notice agencies throughout the nation. The RFP package was also posted on the City's web page for download by interested firms. Selection /Evaluation Committee Seven responses were received to the solicitation. The Selection/Evaluation Committee met on May 26 to review and evaluate the responses, and again on June 14 for presentations from the short - listed firms and to create a final ranking (both. public meetings). Copies of the .minutes, voting matrix, and scoring sheets from each meeting are attached. Recommendation The recommendation from the Selection /Evaluation Committee to the City Commission is to alprove the ranking order, and authorize the City staff to negotiate a contract with the highest- ranked firm, Teleswitch. Additional authorization is requested to continue negotiations with the remaining firms in ranked order to complete a contract in case of an impasse in negotiations with the recommended firm. This solicitation was assigned a voluntary 5% Small Business Enterprise participation. goal, the highest - ranked firm. indicated they do not use subcontractors and would not have SBE participation. attachments cc: file FINAL MEETING MINUTES SELECTION / EVALUATION COMMITTEE RFP #H -25-10 VOIP PHONE SYSTEM City Manager's Conference Room Commencing at 9:00 a.m. 6/14110 This was the second meeting of the Selection /Evaluation Committee. This meeting was held for presentations from the three firms that had been scored highest by the Committee at the initial meeting held on May 26. This meeting was posted as a "Public Meeting" both at City Hall and at the Purchasing Division office, and on the City's website. Committee members in attendance were: Barbara Harrison, IT Analyst I (Voting) David Hersh, IT Analyst I (Voting) Jim Martin, IT Supervisor (Voting) Michael McLeod, IT Analyst IV (Voting) Gene Zamoski, IT Director (Voting) Leeta Hardin, General Services Director (Non - Voting) The meeting schedule was: June 14 (Monday), 9:00 a.m. -12:00 p.m., presentation by Teleswitch (Committee recess 12 -1) June 14 (Monday), 1:00 p.m. -4:00 p.m., presentation by Mite[ . (recess at 4, until next day) June 15 (Tuesday), 9:40 a.m. -12:00 p.m., presentation by AT &T (recess at 12, until next day) June 16, 9:00 a.m., Committee to discuss and score Presentations were conducted on Monday and Tuesday. Each firm was given up to three hours for their presentation and questions from the Committee. In advance of the meeting, all firms were sent a set of issues they were to clarify in their presentation. During their presentations, the firms discussed their capabilities, experience, and distinguishing features of their company. Some firms provided live demonstrations of equipment. The Committee had specific follow -up questions for each firm. The Committee reconvened on Wednesday to discuss their perception of each presentation and each firm's overall response to the City's project. The General Services Director reviewed evaluation procedures. Voting Committee members scored the firms using the weighted -point criteria published in the RFP. The members scored the short - listed firms with the following results: 1 Teleswitch ............. ........ ................. 489 points 2 Mitel ...................... . ",...............0.P.......... 398 points 3 AT &T ...........1111...... 1111 ........................... 386 points (Copies of the voting matrix and scoring sheets are attached to these minutes.) An agenda item will be prepared to present the final ranking to the City Commission for their approval to negotiate a contract with the highest - ranked firm, Teleswitch Technologies. The meeting adjourned at approximately 10:30 a.m., June 16. Analysis & Comparison, FINAL Ranking, 6/16/10, RFP H -25 -10 VOIP Phone System Committee Member Potential Points AT &T Mitel TeleSwitch Barbara Hag ison Committee Members Totals 0 -20 Ability to provide products and services as determined by qualifications, financial stablity and past work completed in similar conditions 0 -20 79 75 99 Overall responsiveness to the RFP 0 -10 31 42 48 17 Proposed cost of products and services 0 -20 84 83 100 Quality of references 0 -5 17 21 23 Work plan and project deadline compliance 0 -15 60 63 69 S stem features and overall reliabili 0 -15 47 54 75 Support capabilities including multi -site VOIP support 0 -15 68 64 75 691 Total = 386 398 489 Committee Member Potential Points AT &T Mitel TeleSwitch Barbara Hag ison Ability to provide products and services as determined by qualifications, financial stablity and past work completed in similar conditions 0 -20 14 15 19 Overall responsiveness to the RFP 0 -10 7 7 9 Proposed cost of products and services 0 -20 17 13 20 Quality of references 0 -5 1 3 4 Work plan and prqject deadline compliance 0 -15 9 121 14 System features and overall reliability 0 -15 8 10 15 Support capabilities including multi -site VOID support 0 -15 13 iQ 15 151 Total = 691 70 96 Committee Member Potential Points AT &T Mitel TeleSwitch David Hersh Ability to provide products and services as determined by qualifications, financial stablity and past work completed in similar conditions 0 -20 151 10 20 Overall responsiveness to the RFP 0 -10 4 10 9 Proposed cost of products and services 0 -20 17 19 20 Quality of references 0 -5 5 5 5 Work plan and project deadline com liance 0-15 11 14 15 [system features and overall reliability_ 0 -15 51 8 15 Isupport capabilities including multi -site VOIP support 0 -15 151 151 15 151 Total = 721 811 99 Committee Member Potential Points AT &T Mitel TeleSwitch Tim Martin Ability to provide products and services as determined by qualifications, financial stablity and past work completed in similar conditions 0 -20 20 20 20 Overall responsiveness to the RFP 0 -10 10 10 10 Proposed cost of Rroducts and services 0 -20 19 18 20 Quality of references 0 -5 5 5 5 Work plan and Rroject deadline compliance 0 -15 15 15 15 System features and overall reliability 0 -15 14 141 15 Support capabilities including multi -site VOIP support 0 -15 15 151 15 Total = 98 971 100 Committee Member Potential Points AT&T Mitel TeleSwitch Michael McLeod Ability to provide products and services as determined by qualifications, financial stablity and past work completed in similar conditions 0 -20 201 24 20 Overall res onsiveness to the RFP 0 -10 51 5 10 Proposed cost of products and services 0 -20 191 18 20 Quality of references 0 -5 4 4 5 Work plan and project deadline compliance 0 -15 15 12 10 System features and overall reliability 045 15 13 15 Support capabilities including multi -site VOIP support 0 -15 15 14 15 15 Total = 93 861 95 Committee Member Potential Points AT &T Mitel TeleSwitch Gene Zamoski Ability to provide products and services as determined by qualifications, financial stablity and past work completed in similar conditions 0 -20 10 101 20 Overall responsiveness to the RFP 0 -10 5 10 10 Proposed cost of products and services 0 -20 12 15 20 Quality of references 1 0 -5 2 4 4 Work plan and ro' ect deadline compliance 0 -15 10 101 15 System features and overall reliability 0 -15 5 5 15 Support capabilities including multi -site VOIP sueport 0 -15 10 10 15 15 Total = 54 64 99 mill Potential Points AT &T Mitel TeleSwitch Committee M tubers CaXtrq e Ability to provide products and services as determined by qualifications, financial stablity and past work completed in similar conditions 0 -20 16 15 20 Overall responsiveness to the RFP 0 -10 6 8 10 Proposed cost of products and services 0 -20 17 17 20 Quality of references 0 -5 3 4 5 Work plan and pirgiect deadline compliance 0 -15 12 13 14 System features and overall reliabili 0 -15 9 10 15 Support capabilities including multi -site VOIP support 0 -15 14 13 15 Total = 77 80 98 RESOLUTION NO. 2011-5 CITY OF POMPANO BEACH Broward County, Florida A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF POMPANO BEACH, FLORIDA, APPROVING AND AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE A MASTER SALES, SOFTWARE LICENSE AND SUPPORT AGREEMENT BETWEEN THE CITY OF POMPANO BEACH AND SWITCH, TECH INTERNATIONAL, INC. D/B /A TELESWITCH; PROVIDING AN EFFECTIVE DATE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF POMPANO BEACH, FLORIDA: SECTION 1. That an Agreement between the City of Pompano Beach and Switch Tech International, Inc. d/b /a Teleswitch, a copy of which Agreement is attached hereto and incorporated by reference as if set forth in full, is hereby approved. SECTION 2. That the proper City officials are hereby authorized to execute said Agreement between the City of Pompano Beach and Switch Tech International, Inc. d/b /a Teleswitch. SECTION 3. This Resolution shall become effective upon passage. PASSED AND ADOPTED this 12th day of October, 2010. A / ST: MARY L. GBL /jrm 9/24/10 l:reso /2010406 CITY CLERK �;2� Switch Tech International, Inc. d /b /a TELESWITCH MASTER SALES, SOFTWARE LICENSE, AND SUPPORT AGREEMENT This Master Sales, Software License, and Support Agreement is made this 18 day of October 2010, by and between Switch Tech International, Inc. d /b /a TELESWITCH, a Florida corporation, whose principal place of business is 2920 NW 109"' Ave., Miami, Florida 33172 (hereinafter referred to as "TELESWITCH ") and The City of Pompano Beach , whose address is 100 West Atlantic Blvd., Pompano Beach Ff. 33060 jhereinafter referred to as the "Purchaser"). For and in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows. 1. EQUIPMENT PURCHASE and RFP 14-25 -10 TELESWITCH agrees to sell and deliver to Purchaser. and Purchaser agrees to buy and accept the machinery, equipment and other communication hardware (but, however, excluding any software contained herein or which is part thereof), workstations, peripherals, accessories and parts described in quote section of this Agreement, attached hereto and made a part hereof (the "Equipment "). Incorporated herein, and made a part of the terms and conditions hereof, are each of the terms and conditions of the City of Pompano Beach RFP- 25 -10. Attached hereto in Appendices A though D are the Sales Invoice and the Master Price Lists. Unless discontinued by the manufacturer or otherwise not commercially available, Teleswitch shall sell to the City, upon written request by the City, any items /services /software listed in Appendices A -D and the prices set forth therein. The prices set forth in Appendices A through D shall remain valid for a period of 5 years from the date this Agreement is first entered. Any conflict between the terms of this Agreement and the RFP shall be resolved in accordance with the language of the RFP. 2. SOFTWARE LICENSE. Subject to the terms of this Agreement, TELESWITCH hereby grants to Purchaser a personal, non - transferable, non - exclusive license to use the software owned and manufactured by ShoreTel and a sublicense (the "license" and "sublicense" referred to collectively as the "License ") to use any third party software contained in, or made a part of ShoreTel software or provided in conjunction with the Equipment, and all related documentation, as described in Appendix "A" (collectively, the "Software "). This grant is limited to use of the Software solely for Purchaser's own use at the Installation Site (s) (as described in Appendix A) and only on TELESWITCH supplied and installed Equipment, or other equipment authorized by TELESWITCH, for which the Software is first provided or installed, except as otherwise provided herein. The Software may be copied, subject to the proper inclusion of any and all copyright and proprietary notices, solely for archival and back -up purposes, or to replace a worn or defective copy. If Purchaser is unable to operate_ the Software on the Equipment due to its malfunction, the Software may be transferred temporarily to back -up equipment. Purchaser agrees and acknowledges that the Software and related documentation is confidential and proprietary information of ShoreTel, INC. or any third party vendor from whom TELESWITCH has acquired rights to license any portion of the Software. Purchaser shall not reverse compile, disassemble ur otherwise reverse engineer, embed.within any other software product, or modify in any manner whatsoever, including modifications to source code with respect thereto. the Software in whole or in part. Purchaser shall not disclose, provide or otherwise make available the Software or any part or copies thereof to any person, firm, organization or employees, other than to employees of the Purchaser who have a legitimate need therefore, without the prior written consent of TELESWITCH. The Purchaser shall take all appropriate actions by instruction, agreement or otherwise, with any persons permitted access to the Software, necessary to satisfy Purchaser's obligations under the Agreement. All rights, title and interest to, and all applicable rights in patents, copyrights and trade secrets in the Software or any of its parts thereof, shall remain vested in full in ShoreTel or in any third party vendor from whom TELESWITCH has acquired rights to license any portion of the Software not withstanding the grant of the License pursuant to the terms of this Agreement. The License shall commence on the date the Software has been installed at the Installation Site(s) and continue perpetually unless terminated for non - payment of License fees or for any breach by Purchaser of the provisions of this Software License Initials '' ss. TELESWITCH Master Sales, Support and Software License F.y-cenen; 9/27/2010 1 of 23 or this Agreement. Any use of the Software on any equipment other than that for which it was obtained or authorized by TELESWITCH or for purposes for which it was not designed, or any unauthorized removal of the Software from the United States, shall automatically terminate this License. Purchaser agrees that upon notice of termination of this License or this Agreement pursuant to the terms herein, the Purchaser will immediately return the Software and all portions and copies thereof as directed by TELESWITCH. 3, DELIVERY AND DELAYS. A. TELESWITCH shall deliver the Equipment and Software on the date specified by Purchaser in writing and agreed to by TELESWITCH (the "Delivery Date "). Purchaser may designate a specific carrier on an order. TELESWITCH reserves the right to choose an alternate carrier if shipments are not picked up within forty -eight (48) hours after notification. The Delivery Date is approximate and represents the best estimate of the time required for delivery, assuming prompt receipt of all necessary information from Purchaser. B. TELESWITCH shall not be liable for any delay in delivery and/or installation of the Equipment and Software due to causes beyond the reasonable control of TELESWITCH, including, without limitation, acts of God (such as, storms, fires, floods or epidemics), acts of Purchaser, power shortages, enactment or adoption of any law, ordinance, regulation or ruling interfering or rendering more burdensome production, lack of usual means of transportation, inability to obtain necessary labor, materials, supplies or components from manufacturer, or other similar causes. Upon such delay, the Delivery Date will be extended for a period equal to the time lost. The full amount of the merchandise will not be decreased but delivery shall be deferred. If the contingencies herein named, or other causes of like character, prevent or interfere with the delivery of the equipment ordered, Purchaser shall accept such portion of the Equipment and Software as TELESWITCH is able, under the circumstances, to procure and deliver. If the Delivery Date is rescheduled as a result of Purchaser, Purchaser's agents, contractors or representatives (excluding TELESWITCH) the rescheduling provisions of Section 10 of this Agreement shall apply. 4. SECURITY INTEREST AND INSURANCE. A. To the extent authorized by and pursuant to the procedures required in Purchaser's Municipal Charter, Code of Ordinances, and Florida Statutes governing Municipal Corporations, Purchaser hereby grants TELESWITCH a purchase - money security interest of a type and nature not requiring a referendum, until all payments, with interest therein, has been madia and all other obligations of the Purchaser due to TELESWITCH hereunder have been fully satisfied. Purchaser shall promptly upon notification by TELESWITCH execute any document required to perfect this security interest. A copy of this Agreement may be filed for the purpose of perfecting such security interest at any time after execution. Until payment in full of all amounts due hereunder is received by TELESWITCH, Purchaser shall not sell, transfer, mortgage, pledge or dispose of the Equipment, or permit any lien to be placed or remain thereon. If Purchaser makes an unauthorized disposition of the Equipment, TELESWITCH shall have a security interest in and to the proceeds of such disposition in whatever form they are received by Purchaser. Whether now owned or hereafter acquired, any and all increases, additions, accessions, attachments or repairs added to or placed upon the Equipment or any part thereof, and all substitutions or replacements of the Equipment or any part thereof, shall be deemed a component part of the Equipment and a security interest shall pass onto TELESWITCH and remain in it until all amounts and charges to be paid by Purchaser hereunder are paid in full. B. From the date of delivery and until payment in full of the entire purchase price and charges as set forth in this Agreement, Purchaser shall obtain and maintain, at its own expense, adequate insurance against all risk of loss or damage in any amount not less than the amount of the unpaid purchase price and charges. Purchaser assigns to TELESWITCH all rights to receive the insurance proceeds not exceeding the unpaid balance due TELESWITCH and directs any insurer to pay all proceeds directly to TELESWITCH and authorizes TELESWITCH to endorse any draft for proceeds there from. 5. PAYMENT TERMS AND CHARGES. A. Purchaser shall pay to TELESWITCH the prices for the Equipment and license fees for the Software specified on Appendix "A" to this Agreement (collectively known as the "Purchase Price "). Payment of the Purchase Price shall be made by Purchaser as follows: (i) 50% due with execution of signed Sales Agreement (ii) 25% due upon delivery of equipment (iii) Balance due upon installation and proper operation of the completed system as set forth in Appendix A attached Purchase may elect to obtain lease financing through an approved leasing company in which the lease contract shall be the final document containing terms and conditions of sale. All prices are subject to adjustment by TELESWITCH at any time upon thirty (30) days notice. Such price adjustments shall not apply to accepted Purchase Orders. A service charge of one and one -half percent (1.5 %) per month will be charged to all accounts that are delinquent for more than fifteen (15) days from the date of invoice Initials TELESOATCH Master Sales. Support and Software License Agreement 9127/2010 2 of 23 B. Unless otherwise agreed, prices and license fees are exclusive of sales, use and all other similar taxes levied against the sale, delivery, licensing or use of the Equipment and Software, and all freight and carrier charges. TELESWITCH shall invoice separately for taxes and freight and carrier charges, and such charges shall be in addition to the Purchase Price. If Purchaser has obtained an exemption certificate acceptable to tax authorities, it must be provided to TELESWITCH prior to execution of this Agreement by TELESWITCH. Additionally, the Purchase Price does not, unless specifically stated, include conduit or conduit boxes required by municipal code, teflon fire rated cable or telephone wall kits if required. 6. RISK OF LOSS, TITLE AND NOWASSIGNABILITY. Risk of loss or damage to the Equipment and Software shall pass to Purchaser upon their delivery by TELESWITCH to the carrier. Title to the Equipment or any portion thereof shall not pass to Purchaser until payment in full therefor is received by TELESWITCH. The License to the Software licensed hereunder is personal to Purchaser and Purchaser shall not transfer, sublease, assign or deliver, except to an affiliated company(s), the Software or such license to another without the prior written consent of TELESWITCH. 7. SITE PREPARATION AND INSTALLATION, Before delivery and installation of the System (as defined in Section 16A herein), Purchaser shall make available a safe and suitable place for installation and, at its expense, prepare the Installation Site in accordance with the specifications that TELESWITCH or the manufacturer or vendors of the Equipment may supply. The System shall be installed by TELESWITCH at no additional charge only if the applicable price list states that installation is included in the price. Installation shall be deemed completed upon successful conclusion of TELESWITCH's standard test procedures. TELESWITCH shall be under no obligation to install Equipment or Software unless: (a) the Equipment and Software are properly treated; (b) all prerequisite Products and the Installation Site are properly prepared; and (c) Equipment; products and site are made available to TELESWITCH immediately upon delivery. Installation of Software shall be in accordance with the then current applicable software product description of service or service description. TELESWITCH does not accept responsibility to connect TELESWITCH's products to equipment not supplied by TELESWITCH Should TELESWITCH, at its option, connect these products, TELESWITCH shall not be responsible for any damages or malfunction which may result. 8. LIMITED WARRANTY AND REMEDIES A. 'EQUIPMENT WARRANTY. TELESWITCH makes no warranty of any kind, expressed or implied except that goods sold under this order shall be free of manufacturer's defects as specified in any warranty supplied by the manufacturer. Purchaser assumes all risk and liability resulting from the use and/or installation of the goods, whether used singly or in combination with other goods. TELESWITCH neither assumes nor authorizes any person or entity to assume for seller any liability in connection with the sale or use of the goods sold, and there are no oral agreements or warranties collateral to or affecting this agreement other than as specifically set forth herein. MANUFACTURER WILL AT IT'S OPTION REPAIR REPLACE OR MAKE APPROPRIATE ADJUSTMENT WHERE MANUFACTURER'S INSPECTIONS DISCLOSES ANY SUCH DEFECT OCCURING IN NORMAL USAGE WITHIN THE TIME THIS PRODUCT IS WARRANTIED BY THE MANUFACTURER AFTER DELIVERY. TELESWITCH EXPRESSLY DISCLAIMS ALL RESPONSIBILITY FOR CONSEQUENTIAL DAMAMGES OF ANY NATURE OR DESCRIPTION WHATSOEVER. IN NO EVENT SHALL TELESWITCH TECHNOLOGIES LIABILOTY HEREUNDER EXCEED THE ACTUAL PRICE FOR THE PRODUCT. TELESWITCH TECHNOLOGIES FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE AND ALL OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED EXCEPT AS SPECIFICALLY SET FORTH HEREIN. B. EXCLUSIONS. The foregoing limited warranty does not cover damages, problems, malfunctions or service failures caused by: (1) actions of any non - Purchaser personnel; (2) failure to follow TELESWITCH's installation, operation or maintenance instructions, (3) combination, operation, association or use of the Software with materials and equipment not supplied or authorized by TELESWITCH; (4) alterations or modifications, repair or attempted repairs to the Software or Equipment by anyone other than TELESWITCH TECHNOLOGIES or TELESWITCH's authorized representative, (5) negligence, misuse, or abuse by Purchaser of the System; (6) attachment to or incorporation in the Software of non - TELESWITCH products not supported by TELESWITCH; or (7) any factor beyond TELESWITCH's control, including fire, explosion, lightning, pest damage, power surges and failures, strikes or labor disputes, water, acts of God, acts or omissions of communications carriers, or other similar causes. E. DISCLAIMER AND LIMITATION OF LIABILITY, THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. PURCHASER AGREES THAT IT'S EXCLUSIVE REMEDY AND TELESWITCH'S ENTIRE LIABILITY WITH RESPECT TO THE EQUIPMENT AND SOFTWARE, SHALL BE AS SET FORTH HEREIN, IN NO EVENT SHALL TELESWITCH BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT OR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA , SAVINGS OR PROFITS, ANY BUSINESS INTERRUPTIONS OR DOWNTIME, ANY DEFECT IN SOFTWARE OR DOCUMENTATION, OR THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, ARISING OUT OF ITS USE OR INABILITY TO USE THE SOFTWARE OR EQUIPMENT, REGARDLESS OF.ANY Initials_ a ss. TELESVOTCH Master Sales, Support and Software License Agreement 9/27/2010 3 of 23 KNOWLEDGE OF TELESWITCH TECHNOLOGIES OF SUCH POTENTIAL DAMAGES. TELESWITCH'S CUMULATIVE LIABILITY TO PURCHASER OR ANY THIRD PARTY FOR ALL CLAIMS RELATING TO THE EQUIPMENT AND SOFTWARE OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE PRICE FOR THE EQUIPMENT AND THE AMOUNT OF LICENSE FEES FOR THE SOFTWARE ACTUALLY RECEIVED BY TELESWITCH TECHNOLOGIES FROM PURCHASER. 99 TELESWITCH'S PROPERTY. Documentation, schematics, maintenance, materials, tools, site management guides, test equipment, software (including diagnostic software) for which a license has not been obtained, and associated media to be used by TELESWITCH's personnel at the installation site shall remain the exclusive property of TELESWITCH and shall be for TELESWITCH's sole use. 10. CANCELLATION AND RESCHEDULING CHARGES. In the event the Purchaser (a) cancels all or any part of any order, or (b) fails to meet any obligation hereunder causing cancellation or rescheduling of any order or portion thereof, or (c) requests a rescheduling of delivery of the scheduled equipment and the request is accepted by TELESWITCH, the Purchaser agrees to pay TELESWITCH twenty percent (20 %) of the Purchase Price for reasonable and proper cancellation /rescheduling charges. 11. DEFAULT AND REMOVAL OF SYSTEM. Any of the following events shall constitute a default under this Agreement: (a) failure by Purchaser to pay the agreed Purchase Price (including any and all License fees) within fifteen (15) days of when said payment is due pursuant to this Agreement; (b) failure by Purchaser to comply with the terms and conditions of this Agreement or any other agreement between TELESWITCH and Purchaser; or (c) bankruptcy, assignment for benefit of creditors, insolvency of the part of Purchaser. Upon the occurrence of an event of default, TELESWITCH, at its option and in addition to all remedies available in law or equity, shall have the right to (a) cancel this Agreement and terminate TELESWITCH's obligation hereunder; (b) accelerate and declare the total Purchase Price or any portion thereof, or any amounts due and to become due hereunder immediately due and payable; (c) stop work on the job site or refuse to deliver the Equipment and Software to the job site; (d) disconnect the System by remote or otherwise, or (e) remove the System (Equipment and Software) and take possession of all or part of the System. Purchaser agrees to grant full access to TELESWITCH to remove and take possession of the Equipment and Purchaser will hold TELESWITCH harmless for taking such action. Removal of the Equipment does not relieve Purchaser of the obligations of this Agreement. Any and all amounts due and owing under the terms of this Agreement and subsequent to any default herein shall bear interest at the lesser of eighteen percent (18 %) per annum or the highest rate allowed by law. 12. INFRINGEMENT INDEMNIFICATION. TELESWITCH shall defend, at its expense, any claim (or suit) brought against the Purchaser alleging that any Equipment or Software furnished hereunder infringes on a valid United States patent or copyright, and shall pay all resulting costs and damages finally awarded, provided, that TELESWITCH is given prompt written notice of said claim and is given information, reasonable assistance (at Purchaser's own expense) and sole authority to defend and /or settle the claim. In the defense or settlement of the claim, TELESWITCH, may, at its option, obtain for Purchaser the right to continue using the Equipment or Software, replace or modify the Equipment or Software so that they become non - infringing or, if such remedies are not reasonably available, grant the Purchaser a credit for the Equipment or Software as depreciated and accept their return. TELESWITCH shall not have any liability if the alleged infringement is based upon the use or sale of the Equipment or Software in combination with other products, equipment or devices not furnished by TELESWITCH, or upon the use of the Equipment or Software in a manner for which they were not intended. TELESWITCH disclaims all other liability for infringement of any kind, including any incidental, special of, consequential damages. Purchaser shall indemnify, to the extent permitted by law TELESWITCH harmless against any !oss, liability, damage, cost or expense, including reasonable attorney fees, incurred in connection with any claim, suit, action, or proceeding brought against TELESWITCH so far as it is based on a claim relating to the manufacture or sale of any Equipment or Software modified or altered by the Purchaser or combined with any equipment, device, apparatus, or software not supplied by TELESWITCH to the extent that such claim, suit, action or proceeding is due to Purchaser's actions. 13. EFFECTIVE DATE, TERMINATION. This Agreement is effective from the date on which it is executed by TELESWITCH. Purchaser may order Equipment and /or Software Products under this Agreement until this Agreement is terminated by either party upon ninety (90) days prior written notice to the other party, provided that any Licenses granted herein shall continue for the period stated in Section 2 unless such Licenses are terminated as provided therein. All Equipment and /or Software Products purchased or licensed from TELESWITCH shall be governed by this Agreement, except where another written agreement signed by authorized representatives of each party is intended to supersede this Agreement. 14. ORDERS. All Orders are subject to acceptance by TELESWITCH. Performance of an order does not constitute TELESWITCH's agreement to or acceptance of new terms, including pre - printed terms on Purchaser's Order. TELESWM CH Master Sales, Support and Software License Agreement 9/27/2010 4 of 23 15. MAINTENANCE. TELESWITCH offers maintenance services in support of the Equipment and Software. The terms and conditions of such maintenance services are set forth in TELESWITCH's most current Maintenance Agreement. 16, GENERAL PROVISIONS, A. The Equipment and Software are sometimes referred to collectively as the "System ". B. Each item of Equipment and Software (individually a "Product' ), notwithstanding anything in this Agreement to the contrary, shall be delivered, installed and accepted individually and the Purchaser shall be obliged to make non- refundable payment for each said Product in accordance with the terms and conditions herein. Each Product shall be deemed accepted when it is installed and operating in accordance with TELESWITCH's specifications for such Product. C. This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida. D. The Purchaser may not assign any of its obligations, rights or remedies hereunder without the express written approval of TELESWITCH. E. If any paragraph or clause thereof in this Agreement shall be finally held to be invalid or unenforceable by a court of competent jurisdiction or by legislative action or any other government action, the remainder of this Agreement shall remain in full force and effect and the terms and conditions contained herein shall prevail. F. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their legal representatives. G. Except for any maintenance agreement that may be entered into between the parties hereto, this Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of the Agreement. H. The waiver by either party of any term or condition of this Agreement shall not be deemed to constitute a continuing waiver thereof. i. The section and paragraph heading contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. J. Purchaser understands and agrees that credit reports and other financial information concerning Purchaser may be requested by and furnished to TELESWITCH in connection with this Agreement and any credit application completed and signed by Purchaser. Purchaser further understands and agrees that acceptance of this Agreement by TELESWITCH is subject to TELESWITCH's review and approval of such credit applications. K. In connection with any claim, dispute or litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover costs and reasonable attorneys' fees (including costs and fees incurred at all appellate ievels. Initials ss. TELESWITCH Master Sales. Support and Software License Agreement 91271'2010 5 of 23 17, Support, A. Definitions After- Hours. All hours that are not included in On- Hours. Business Day. Monday through Friday from 9:OOam to 6pm, excluding holidays. - Holidays. TeleSwitch observes the following calendar days in the United States as holidays; New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day following Thanksgiving Day and Christmas Day. TeleSwitch may designate more additional holidays each year. - On- Hours. 9:OOAM EST to 6:OOPM EST, Monday through Friday. - System. The ShoreTel IP Voice Communication System. - Time of Coverage. Unless otherwise agreed in writing and signed by TeleSwitch and Customer, the period of support hours are stated in Appendix E — Teleswitch Partner Support Program Data Sheet. . International. Any TeleSwitch product installed in a country other than the continental United States of America is defined as an International Deployment. Unless otherwise agreed to in writing and signed by TeleSwitch and Customer, TeleSwitch support is only available for Shoretel products in countries where Shoretel products are certified for use by Shoretel. Customer acknowledges that TeleSwitch may not nor is obligated under this Agreement to have a local service or sales presence in any particular foreign country.. This extends to but is not limited to service centers, replacement part stocking locations, and training centers. B. Installation - Network Readiness. TeleSwitch recommends a network assessment prior to installing the System. This assessment need not be a TeleSwitch assessment. Support assistance, which in TeleSwitch's judgment could have been avoided by an assessment, will be billed at TeleSwitch's standard hourly rates. - Installation and Configuration. An installation plan is essential for a successful installation of the ShoreTel System. To ensure a successful installation, assessment and planning support may be purchased for the price set forth on TeleSwitch's then current price list. In the event Customer elects to perform a system installation without on -site installation assistance or remote installation assistance from TeleSwitch, and supplemental assistance is required from the TeleSwitch Technical Support Center, Customer may be charged an hourly rate set forth on TeleSwitch's then current price list for installation services. In the event that installation assistance requested by the Customer is ultimately determined by TeleSwitch to be directly attributable to third party issues, (e.g., telco, network configuration, cabling, DHCP configuration), TeleSwitch will charge the Customer an hourly rate, set forth on TeleSwitch's then current price list for professional services. C. Support 1 Initials °� ss. Authorized Contacts. TeleSwitch Support provides authorization for specific Customer employees to engage TeleSwitch's Technical Assistance Center (TAC). The Authorized Contacts may contact the TAC by sending e-mail, or by telephone. The number of specific Authorized Contacts Customer may designate and Customer's entitlements to TAC services are identified in Appendix E — Enterprise Service Program Data Sheet. - Third Party Product Issues. In the event that product issues assigned to TeleSwitch are ultimately defined as third party issues the Customer may be charged an appropriate hourly rate from TeleSwitch's then current price list for TeleSwitch's efforts. On Line Support. Each specified Authorized Contact, shall be provided with a unique user account for the ShoreTel/TeleSwitch web site. Accessibility to individual areas of the ShoreTel /TeleSwitch web site is identified in Appendix E — Enterprise Service Program Data Sheet. - Telephone Support and E -Mail Support. Telephone Support and E -mail support is available during On- Hours. Any provisions for After- Hour or Holiday support are outlined in Appendix E — Enterprise Service Program Data Sheet. For International Deployments, unless otherwise agreed to in writing and signed by TeleSwitch and Customer, services identified in Appendix E — Enterprise Service Program Data Sheet, are available during TeleSwitch On -Hours (as defined in section 17.A). - ShoreGear Switch Hardware Support. ShoreGear switch support includes the support described above plus advanced exchange, overnight replacement of failed ShoreGear switch units.. Requests for overnight replacement requests must be received by no later than 2:OOpm Pacific Time. Entitlement to hardware replacements and replacement hardware delivery commitments are outlined in Appendix E — Enterprise Service Program Data Sheet. For International Deployments, unless otherwise agreed to in writing and signed by TeleSwitch and Customer, Hardware Maintenance Advanced Exchange Service identified in Appendix E — Enterprise Service Program Data Sheet, shall be delivery via reasonable efforts utilizing the most expedient shipping method available at the time the part replacement is requested by Customer. - ShorePhone IP Telephone Hardware Support. ShorePhone IP telephone support includes the support described in paragraphs above plus advanced exchange replacement of failed ShorePhone IP telephone units covered under this TeleSwitch agreement. Replacement delivery is via ground delivery service. Requests for expedited replacement may be made and is subject to TeleSwitch's then current expedite fee. Overnight delivery may be requested. Requestor is responsible for all overnight shipping fees and charges. Overnight replacement requests must be received by no later than 2:00pm Pacific Time. Entitlement to hardware replacements and replacement hardware delivery commitments are outlined in Appendix E — Enterprise Service Program Data Sheet. For International Deployments, unless otherwise agreed to in TELESWITCH Master Sales. Support and Software License Agreement 9/27/2010 6 of 23 writing and signed by TeleSwitch and Customer, Hardware Maintenance Advanced Exchange Service identified in Appendix E — Enterprise Service Program Data Sheet, shall be delivery via reasonable efforts utilizing the most expedient shipping method available at the time the part replacement is requested by Customer. . Response Standards. Response standards define the level of support that can be expected by TeleSwitch Customer. TeleSwitch's commitments surrounding these standards are defined in Appendix E — Enterprise Service Program Data Sheet. - Service Level Agreement. Service Level Agreements may be purchased in addition to the standard TeleSwitch Support described in this Agreement for the price set forth on TeleSwitch's then current price list. If Customer has purchased a Service Level Agreement, the terms thereof are set forth as Appendix F to this agreement and by this reference such Service Level Agreement is incorporated herein and made part thereof; nothing herein shall relieve Customer of its obligation to pay for such Service Level Agreement. On -Site Services. On -site support services for warranty support are covered under the scope of this agreement. Any on -site service for moves, adds or changes will be billed at the hourly rate specified in the attached Appendix E — Enterprise Service Program Data Sheet. This hourly rate is subject to change upon 30 days written notice to the customer. D. Training - System Administration and Trainer Training. TeleSwitch will provide web -based System Administrator training during the term of this agreement for up to eight students. Attendees shall be a) individuals identified as Authorized Contacts set forth in Section 17.0 hereof and b) the Customers Help Desk employees who are typically System Administrators and /or trainers. - End User Training. TeleSwitch will provide web -based end - user training sessions during the term of this agreement for up to sixteen students. Attendees shall be a) individuals identified as Authorized Contacts set forth in Section 17.0 hereof and b) end users, key operators, and others as specified by the Customer. - Other Training. Computer -based training courses may be made available as a download from TeleSwitch's TeleSwitch web. Any QuickStart training sessions in addition to the interactive, virtual classroom sessions defined above, Appendix E — Enterprise Service Program Data Sheet, are available and may be purchased for the price set forth on TeleSwitch's then current price list. E. Software and Hardware - Software Updates and New Releases. TeleSwitch Customers will receive new software releases and applicable software maintenance updates during the term of the agreement as 1 Initials °_ss. defined in Appendix E — Enterprise Service Program Data Sheet. Installation of such software releases and updates is not included as part of TeleSwitch Support and is the responsibility of the Customer. Software support does not entitle the Customer to new software that is designed to add additional applications or to provide functions that were not included in the software originally licensed. Such new software may be licensed separately from TeleSwitch. - Hardware Updates. In the event Shoretel deems it necessary to issue critical Engineering Change Orders, ( "ECO's "), TeleSwitch Customers will receive a replacement ShoreGear switch with those ECO's installed during the term of the agreement. - No Installation or Delay. The Customer may elect to not install or to delay the installation of ShoreWare System software or ShoreGear updates. If the Customer elects not to install two successive updates of either hardware or software, Customer will be subject to an update charge or may incur additional charges for support due to the additional costs associated with supporting older versions of the product F. Customer Responsibilities - Help Desk. Customer shall establish their Help Desk as the support interface with TeleSwitch. Employees who bypass the Help Desk will be referred back to the Customer's Help Desk by TeleSwitch's TAC staff. - Authorized Contacts. Customer shall designate specific TeleSwitch Authorized Contacts within their Help Desk. Prior to contacting the TeleSwitch TAC for system assistance, each authorized contact will receive initial TeleSwitch product training and updated training as specified in Section 17.D. Customer shall maintain the responsibility of notifying TeleSwitch Contract Administration via fax, mail, or email in the event changes to the Customer's previously designated Authorized Contacts are required. - On Site Contacts. In situations in which the Customer has multiple locations, Customer shall provide at least one individual per location to work with Tele5witch personnel to resolve cases if initial efforts to resolve the incident with the Customer's Help Desk are unsuccessful. These contacts can be system administrators and /or trainers that have received training per Section V.D. Latest Release. Customer shall maintain all ShoreTel hardware and software within two versions of current release level including ShoreGear held as replacement parts. Installation of new software and hardware is the Customer's responsibility and will be installed in accordance with TeleSwitch's specifications. Installation support for subsequent hardware and software purchases and /or releases are available as Professional Services and are priced separately. Access. TeleSwitch reserves the right to remotely access TELESWTCH Master Sales. Support and Software License Agreement 912712010 7 of 23 Customer's system to a) review the final installation for quality assurance purposes, b) provide remote installation support, and /or c) for system auditing and license compliance reviews. Customer may elect to provide this access to the ShoreTel IP Voice Communication System server as well as any remote control software on the server as specified by TeleSwitch; provided, however, that if Customer does not elect to provide remote access, TeleSwitch shall charge Customer fees for on- site access in accordance with TeleSwitch's then - current price list. - Maintenance of Systems. Customer shall maintain the Switch room cable plant, ShoreWare server, including software updates, client PC's, LAN /WAN equipment, telephone sets, and all other third party products or applications. G. Term and Termination. . Term. The initial term of this Agreement will commence on the date product is first shipped to Customer and will have a term of: 0 1 Year Ox 3 Years 0 5 Years Renewal. This agreement will automatically renew for a term equal to the initial term in section 17.G unless a written cancellation notice is received no later than 30 days prior to the expiration of this agreement. Renewal price is based on product list price at the time of purchase and at TeleSwitch's then list price for the current TeleSwitch Support plan. • Termination. Either party may terminate this Agreement upon 30 days' prior written notice to the other. There are no refunds for early termination of paid support contracts. H. Pricing and Payment Terms Price. Unless otherwise agreed by TeleSwitch and Customer in writing, pricing for the TeleSwitch Support plan is based on pricing set forth on TeleSwitch's then current price list. . Add -On Purchases. Support for all add -on purchases will be billed at the time of shipment, pro -rated for the remaining term, and at the rate on TeleSwitch's then current price list for the current TeleSwitch Support plan. All applicable taxes, if any, will be billed at the time Support Charges are invoiced. - Payments. Terms are net thirty (30) days. Accounts thirty (30) days past due will be subject to a monthly charge at a rate equal to the lesser of one and one -half percent (1.5 %) per month or the maximum legal rate permitted under the applicable law. Payment for the entire term of the agreement is due prior to the beginning of the term for which services are to be performed for all renewals. in a professional manner. TeleSwitch will make available a list of supported hardware platforms, operating systems, database versions, and other third party software products for both the ShoreWare server software and ShoreWare client software and this warranty covers only the configurations set forth in the list. This warranty is contingent upon Customer's adherence to these supported configurations and following the proper installation and support practices and procedures in which the System was intended. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, TELESWITCH MAKES NO WARRANTIES OR CONDITIONS ON THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND TELESWITCH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON - INFRINGEMENT. J. Unauthorized Equipment. It is TeleSwitch's policy to not extend TeleSwitch support or provide software for any TeleSwitch equipment purchased from an unauthorized third party. K. Limitation of Liability. IN NO EVENT SHALL TELESWITCH'S LIABILITY UNDER, ARISING OUT OF OR RELATING TO ITS TELESWITCH SUPPORT PLAN OR THIS AGREEMENT EXCEED THE AMOUNT PAID TO TELESWITCH BY CUSTOMER FOR THE SERVICES GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL TELESWITCH BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, UNAUTHORIZED CALLS THAT MAY BE MADE USING THE SYSTEM AND CHARGED TO THE CUSTOMER, ANY TELEPHONE TOLL FRAUD, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. THE PARTIES ACKNOWLEDGE THAT THE SUPPORT CHARGES WERE DETERMINED BASED UPON THE FOREGOING LIMITATION OF LIABILITY. 1. L. Miscellaneous - Governing Law. The laovs of the United States and the State of Florida, without reference to conflict of law principles govern this Agreement. Any dispute between the Customer and TeleSwitch regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the State of Florida. - Entire Agreement.' Se'verability, This Agreement is the entire agreement between Customer and TeleSwitch with respect to support services provided by TeleSwitch and supersedes any other verbal or written communications or advertising. if any provision of this Agreement. is held invalid, the remainder of this Agreement will continue in full force and effect. 1. Limited Warranty. TeleSwitch shall use its reasonable, best - Force Majeure. TeleSwitch is riot liable for any failure or delay efforts to provide the support services defined in this in performance due to any cause beyond its control. In any Agreement and warrants that such services shall be performed event, if TeleSwitch's ability to deliver services is impaired by Initials =- ss. TELESWITCH Master Sales, Support and Software license .4graemant 9/27/2010 8 of 23 Customer or circumstances beyond TeleSwitch's control, Customer will receive a refund for any unused portion of the TeleSwitch may terminate this Agreement, in which event; service term for which it had paid. inifials____ss. TELESw1TCH Master Sales. Support and Software License Agreement 9127/2010 9 of 23 EXECUTION PAGE TO THE MASTER SALES, SOFTWARE LICENSE AND SUPT ORT AGREEMENT The City of Pompano acknowledges that it has read and understands all the terms and conditions set forth in Master Sales, Software License, and Support Agreement, as well as their Exhibits, Addenda, Appendix, Schedules and Attachments, and hereby accepts each of them in their entirety, and acknowledges receipt of a completely executed copy of them. THIS AGREEMENT IS NOT VALID UNTIL ACCEPTED BY AN OFFICER OF SWITCH TECH INTERNATIONAL, INC D /B /A TELESWITCH. .J Switch Tech In elf ratio' ' , lni .,, tl /b /a Teleswitch r' BY: . �` Kenneth E. Cooke Its: President "CITY",- Witnesses CITY OF L Attes M RI L. CHAMBE S CITY CLERK,/-7 To Form o GOtZDON B. LINN CITY ATTORNEY STATE OF FLORIDA COUNTY OF BROWARD BEACH BEACH, CITY MANAGER (SEAL) CoCnM#DDW7937 Wres312312011 F&.datoyAS=vl„G The foregoing instruments were acknowledged before me this 18 day of _October 2010 by LAMAR FISHER as Mayor, DENNIS W. BEACH as City Manager and MARY L. CHAMBERS as City Clerk of the City of Pompano Beach, Florida, a municipal corporation, on behalf of the municipal corporation, who are personally known to me. NOTARY S SEAL: STATE OF FLORIDA Mi t zi A_ Src)t-t- _ (Name of Acknowledger Typed, Printed or Stamped) Commission Number Initials______ss. TELESVATCH Master Sales. Suppon antl Software License Agreft.7lelt 9127/2010 10 of 23 Sales Invoice j: Initials_ t l ss. TELES+MT;;h Master Sales, Support and Software License Agreemen! 9/2 712010 11 of 23 Quality Description List Price Extended Price 6 ShoreGear 90 -1 U half width, Max Capacities 90 IP $ 2,995.00 $ 17,970.00 phones, 4 Analog exts, 8 LS trunks, 0 Universal ports. Not all maximum capacities can be reached at the same time. 2 ShoreGear 24A -1 U full width, Max Capacities — 24 $ 2,995.00 $ 5,990.00 Analog extensions. No IP Phone or trunk support. 5 ShoreGear T1 k - I U half width, Max Capacities 1 $ 3,459.00 $ 177475.00 T1, 0 IP phones, 0 Analog exts, 0 LS only trunks, 0 Universal ports. Digital trunk support only, 285 ShorePhone IP230 -Black $ 259.00 $ 73015.00 210 ShorePhone IP265 -Black $ 369,00 $ 77,490.00 1 ShoreTel 10.1 Software $ .00 $ .00 495 Extension & Mailbox License $ 200.00 $ 99,000.00 70 Extension -only License $ 140.00 $ 9;800.00 30 ShoreWare Professional Call Manager (requires $ 80.00 $2400.00 ShoreTel 8 or later; includes Contact Viewer, SoftPhone and Video 495 ShoreWare Personal Call Manager $ .00 $ .00 3 ShoreWare Operator Call Manager (requires $ 595.00 $ 1785.00 ShoreTel 8 or later; includes Contact Viewer, SoftPhone and Video) 1 ShoreCare Partner Support (3 Year, Full Coverage $102,228.00 $102,228.00 for all equipment uoted under this Appendix A) 1 FCC BASE 10 PACKAGE - Includes server $ 8,504.00 $ 8,504.00 software, 10 concurrent Agent lie for inbound voice, 10 concurrent 1VR Ports, 1 Supervisor Admin, Wall board, Agent board and Formula Editor lie for the wholes stem. 1 Base Package is needed per server. 106 ShorePhone Power Adapter for Ethernet Speed of $ 35.00 $ 3,710.00 10 /100 /1000 (min 10 w/o phone order 1 ShoreWare Emergeney Emergency Notification, $ 2,000.00 $ 2,000.00 1 Converged Conferencing, 12 Audio Conferencing $ 9,300.00 $ 9,300.00 Ports, IM Server (Software and Hardware) i 6.0 Brocade FWS 48 Port PoE Layer 3 Switch T $ 3,295.00 $ 19,770.00 125 Lo itech C250 Webcam $ 39.99 $ 4998.75 I Lifesize Multipoint 12 Port Video Conferencing $ 29,999.00 $ 29,999.00 MCU j: Initials_ t l ss. TELES+MT;;h Master Sales, Support and Software License Agreemen! 9/2 712010 11 of 23 I LifeSize Multipoint -12 - Extended Warranty & Maintenance (3-year) $5355.00 $5355.00 1 LifeSize Video Center 2200 $29,999.00 $293999.00 1 LifeSize Video Center 2200 - Assurance Maintenance Services (3-year) $9720.00 $9720.00 1 LifeSize Express 220 - MicPod $6,999.00 $6,999.00 1 LifeSize Express 220 - Assurance Maintenance . Services (3-year) $1,215.00 $1,215.00 2 Dell Power Edge Server 2950 I11 w/ Windows Server 2008 $ 5,995.95 $ 1 1,991.90 2 APC Smart-UPS XL Modular 3000VA $ 1,775.00 $ 3,550.00 5 En genius DurafonIx w/ Base Station $ 599.00 $ 2,995.00 15 Engenius Durafon 1 x Handset $ 299.00 $ 4,485.00 10 69700 -06 CS55 Wireless Office Headsets stem $225.00 $2,250.00 30 670010 CS50 -USB Wireless Office Headset System $225.00 $6,750.00 745 Installation $ 155.00 $ 115,475.00 Includes Network Analysis at No Charge Subtotal: $687,019.65 Discount: ($190,410.33 Total: $ 496760932 Assumptions: Customer will provide: • Network connectivity (Routers, infrastructure cabling, patch panels and patch cables, cable management, and rack) for telephony solution. • Assumes all responsibility for all cost from communications services provider • Customer Provided cable facilities Minimum Cat 5e required • Applicable Taxes are not included Initials ss. TELESWITCH Master Sales Suppon and Sollware License Agreement 9127/2010 12023 Appendix B ShoreTel Master Price List > ,a e }.'.e�. a , t.. �3it�1LiHYSS:. ,,• ShoreGear Voice Switches 10134 ShoreGear 120 - 1 U full width - Max Capacities, 120 IP phones, 16 Analog exts, 0 LS trunks, 8 1 �x�y °rG 4,995.00 ❑ '.sriyr� ph: 42 >t°"Yrtv3 4,245.75 10215 ShoreGear SIP -BRI 8 11495.00 1,270.75 10223 Kit, rack mounting tray, for ShoreGear Switch 1 U half width, holds two 1 U half width switches 95.00 80.75 10228 ShoreGear 90BRI - 1 U half width, Max Capacities - 90 IP phones, 4 Analog exts, 4 SRI trunks 31495.00 2,970.75 10229 ShoreGear 220TIA - 1U half width, Max Capacities - 1 T11 220 IP hones, 4 Analog exts, 2 LS 63495.00 5,520.75 10259 ShoreGear 50 - 1 U half width, Max Capacities - 50 IP phones, 2 Analog exts, 4 LS trunks, 0 11995.00 1,695.75 10260 ShoreGear 90 - 1 U half width, Max Capacities - 90 IP phones, 4 Analog exts, 8 LS trunks, 0 2,995.00 2,545.75 10261 ShoreGear 220T1 - 1U half width, Max Capacities - 1 T1, 220 IP phones, 0 anal eats, 0 LS 5,995.00 5,095.75 10262 ShoreGear 220E1 - 1U half width, Max Capacities - 1 E1, 220 IP hones, 0 analog exts, 0 LS 51995.00 5,095.75 10319 ShoreGear 30BRI - 1 U half width, Max Ca acities - 30 IP phones, Analog eats, 1 BRI trunk (2 11595.00 11355.75 10320 -2 ShoreGear 30 - 1 U half width, Max Capacities - 30 IP phones, 2 Analo eats, 2 LS trunks, 0 11595.00 11355.75 10321 ShoreGear 24A - 1 U full width, Max Capacities - 24 Analog extensions. No IP Phone or trunk 21995.00 21545.75 10322 ShoreGear T1 - 1 U half width, Max Capacities - 1 T1, 0 IP hones, 0 Analog exts, 0 LS only 3,495.00 21970.75 10323 ShoreGear Elk international only) - 1U half width, Max Capacities - 1 E1, 0 IP phones, 0 3,495.00 21970.75 10324 ShoreGear 50V - 1 U half width. 501P hones, 2 Analog exts, 4 LS trunks, 50 mailboxes, 22 2,495.00 2,120.75 10325 ShoreGear 90V - 1 U half width. 90 IP phones, 4 Analog exts, 8 LS trunks, 90 mailboxes, 56 3,695.00 31140.75 10326 10148 ShoreGear 90BRIV --1-U half width. 90 1P phones, 4 Analo exts, 4 BR! trunks (8 channels), 90 ShorePhone Telephones ShorePhone IP560 - Silver 31995.00 349.00 31395.75 296.65 10156 ShorePhone IP560 - Black 349.00 296.65 10174 ShorePhone BB24 - Silver (requires ShoreTel 6 or later 299.00 254,15 10175 iii ShorePhone BB24 - Black re uires ShoreTel 6 299.00 254.15 E220. 10176 ShorePhone IP110 - Silver (requires ShoreTel 6 or later (While supplies last.) 110.00 93.50 10177 ShorePhone IP110 - Black (requires ShoreTel 6 or later 149.00 126.65 10196 ShorePhone IP230 - Black 6.1 or later) 259.00 10197 ShorePhone IP230 - Silver (6.1 or later) 259.00 220.15 10193 ShorePhone IP212k - Black 6.1 or later) 299.00 254.15 10199 ShorePhone IP212k - Silver (6.1 or later ) 299.00 254.15 10203 ShorePhone IP560 - Silver (6.lor later) 429.00 364.65 10204 ShorePhone IP560 - Black (6.1 or later) 429.00 364.65 10216 ShorePhone IP115 - Silver 7.5 or iater) 159.00 135.15 10217 ShorePhone IP115 - Black (7.5 or later) 159.00 135.15 10218 ShorePhone IP265 - Silver (7.5 or later) 369.00 313.65 10219 ShorePhone IP265 - Black (7.5 or later ) 369.00 313.65 10220 ShorePhone IP565 - Silver Version 7.5 build 12.13.1328 or later 599.00 509.15 10221 ShorePhone IP565 - Black (Version 7.5 build 12.13.1328 or later) 599.00 509.15 10267 ShorePhone IP230 - Silver (8.1 or later) 329.00 279.65 10268 ShorePhone IP230g -Black 8.1 or later) 329.00 279.65 10269 IShorePhone Power Adapter for Ethernet Speed of 10/100/1000 (min 10 w/o phone order ) 35.00 29.75 10273 21020 jKit, ShorePhone EU Power Adapter for Ethernet Speed of 10/100/1000 (min 10) Application ShoreWare Distributed Voice Services License 41.00 995.00 34.85 845.75 30035 Extension & Mailbox License 200.00 170.00 30039 Extension -only License (requires ShoreTel 5.2 or higher) 140.00 119.00 30040 Mailbox -only License (requires ShoreTel 5.2 or higher) 90.00 76.50 30041 Add'I Lan ua a License (requires ShoreTel 5.2 or higher) 995.00 845.75 30043 SIP Trunk Software License (requires ShoreTel 6. If you have a Cont Bridge you must upgrade 50.00 42.50 30044 Additional Site License 495 00 420.75 30048 ShoreWare Remote Web Reporting License License to enable generation of CDR reports via 2,695.00 2,290.75 30049 30051 ShoreTel TAPI Application Server License (License to allow control of use of TAPI applications ShoreWare Client Software Mobile Access License 495.00 95.00 420.75 8075 30052 Professional Access License 80.00 68.00 40005 Personal Access License 0.00 0.00 40006 Operator Access License 595.00 505.75 40007 Workgroup Agent Access License 295.00 250.75 40008 18003 Workgroup Supervisor Access License Extended Application ShoreWare Work rou Monitor Application - Realtime performance monitor for ShoreTel 595.00 30713.00 1 505.75 3,156.05 18004 Workgroup Exceptional /Abandoned Call Report 1,485.00 1,262.25 r Initials 'F :! ss. TELESWITCH Master Sales. Support and Software License Agreement 9/27/2010 13 of 23 Appendix B 18005 Work group Target Service Level Agreement Report 11485.00 1,262.25 18006 Work group Agent Daily Lo in /Logout Report 11485.00 1,262.25 40009 High Resolution Video License, 1024x768 (requires ShoreTel 8.1) 695.00 590.75 18010 ShoreTel Call Router Application - System-wide Caller ID and DNIS based routing with web-basi 3,438.00 2,922.30 18011 ShoreTel EasyPop (Universal CRM Connector)_- Licensed per desktop seat 200.00 170.00 18012 ShoreTel Application Dialer - Desktop client application which allows highlight and click -to -call frit 72.00 61.20 18020 ShoreTel Contact Center Interaction Viewer - Base package (1 concurrent user) - Web based vil 21750.00 2,337.50 18021 ShoreTel Contact Center Interaction Viewer - Add -on license (1 concurrent user) - Combine with 400.00 340.00 41002 SALESFORCE.COM Call Center Adaptor Software 200.00 170.00 41004 ShoreTel Netsuite CRM Integration Software 200.00 170.00 41005 ShoreTel Microsoft Dynamics CRM Integration 200.00 170.00 93111 10245 ShoreTel Web Dialer Bridge Conference lConverged Conferencin , 12 Audio Conferencing Ports IM Server Software and Hardware 72.00 9,300.00 61.20 71905.00 10246 [Converged Conferencin , 12 Audio & Web Conferencing Ports, IM Server (Software and 15,000.00 12,750.00 10247 Add -on, Audio Conferencin SW (12 Ports) 7,000.00 51950.00 10248 Add -on, Audio & Web Conferencing SW (12 Ports 9,000.00 71650.00 10250 30034 Base, Conference Bridge Upgrade, Additional 12 Web Ports Contact Center ECC BASE 10 PACKAGE - Includes server software, 10 concurrent Agent lic for inbound voice, 7,000.00 8,504.00 5,950.00 7,228.40 30015 LICENSE, ECC INBOUND 5 VOICE - 5 concurrent agent and 5 concurrent IVR Port licenses. 4,125.00 3,506.25 30016 LICENSE, ECC OUTBOUND VOICE 5 -5 concurrent agent licenses for outbound campaigns. 2,000.00 1,700.00 30017 LICENSES, ECC 5 EMAIL - 5 concurrent agent licenses for emails. Add on to inbound voice 21000.00 11700.00 30018 LICENSES, ECC 5 WEB - 5 concurrent agent licenses for web chat, co-browsing and web 21000.00 1,700.00 30038 LICENSE, 5 IVR PORTS - 5 IVR port license. incremental licenses over either the ECC Base 1,000.00 850.00. 30056 ShoreTel Contact Center-TAPI App Server License - Allows use of Contact Center TAPI apps 495.00 420.75 30063 CC -ECC Redundant Server License 5.0 - (Not for use with CC -ECC 4.66) - License for the 6,500.00 51525.00 30069 10169 10211 LICENSE,CCIECC SUPERVISOR 5.0 -(Not for use with CC -ECC 4.66) -Access real time Other IP560 (S2 /S6) Wall Mount Kit IP212K/230/265 Wall Mount Kit 825.00 12.25 13.00 701.25 16.41 11.05 60032 VPN Concentrator Model 5300 , Bundle Includes Licenses for 25 connections). For use with 51995.00 5,095.75 60033 VPN Concentrator Model 5300 , Bundle Incudes Licenses for 50 connections). For use with 71995.00 6,795.75 60034 JVPN Concentrator Model 5300 , Bundle (Includes Licenses for 100 connections). for use with 91995.00 8,495.75 Initials, _�� '`. s-. TELESWITCH Master Sales, Support and Software License Agreement ,312712010 14 of 23 Appendix C LifeSize Master Price List Conference LifeSize t1 Definition Telepresence •• • r 0000 -1118 LifeSize Conference 200 �""T &9U9wti $49,999 $42,499 0007 -1118 LifeSize Conference 200- China RoHS com liant $49,999 $42,499 0008 -1118 LifeSize Conference 200 -Ja an $49,999 $42,499 0004 -1118 P LifeSize Conference 200 - Australia $49,999 $42.499 OOOS -1116 LifeSize Conference 200 - SGP $57,499 $48,874 2100.1118 LifeSize Conference 200- Assurance Maintenance Services 1- ear $3,750 $3,188 2200 -1118 LifeSize Conference 200 - Assurance Maintenance Services (2-year) $7,125 $6,056 1000 - 2300.1118 LifeSize Conference 200 - Assurance Maintenance Services (3-year) $10,125 $8,606 Assurance Maintenance Services Contract minimum 1- ear re uired with each roduct urchase sw ►• 1000.00DO -1112 LifeSize Conference $39,999 $33,999 1000 -0007 -1112 LifeSize Conference- China RoHS compliant $39,999 $33,999 1000.0008 -1112 LifeSize Conference - Japan $39,999 $33,999 1000. 2100.1112 LifeSize Conference - Assurance Maintenance Services 1 ear $3,000 $2,550 1000.2200 -1112 LifeSize Conference - Assurance Maintenance Services( 2- ear $5,700 $4,845 1000 - 2300 -1112 LifeSize Conference - Assurance Maintenance Services (3-year) $8,100 $6,885 ' Assurance Maintenance Services Contract minimum 1- ear r uired with each roduct ni,jlrogait LifeSi2e Room r Definition �Icleoconfarcnclng System* 00-0000-112 LifeSize Room 220 $16,999 $14,449 1000.0004 -1126 LifeSize Room 220- Australia $16,999 $14,449 1000- 0007 -1126 LifeSize Room 220- China RoHS compliant $16,999 $14,449 1000. 0008 -1126 LifeSize Room 220 -Japan $16,999 $14,449 1000 -000R -1126 LifeSize Roan 220- Non -AES $161999 $14,449 1000.00OS -1126 LifeSize Room 220 - SGP $19,549 $16,617 1000 -0000 -1127 LifeSize Room 220 - Integrator - No Phone $15,999 $13,599 1000. 0004 -1127 LifeSize Room 220 - Integrator - No Phone - Australia $15,999 $13.599 1000- 0007 -1127 LifeSize Room 220 - Integrator - No Phone - China $15,999 $13,599 1000 -0008 -1127 LifeSize Room 220 -Inte rator-.NoPhone -Japan $15,999 $13,599 1000 - 0000 -1128 LifeSize Room 220 - Integrator - No Camera $15,899 $13,514 1000.0004 -1128 LifeSize Room 220 - Integrator - No Camera - Australia $15,899 $13,514 1000 -0007 -1128 LifeSize Room 220 - Integrator - No Camera - China $15,899 $13,514 10 -000 8. 1128 LifeSize Room 220 - Integrator - No Camera - Japan $15,899 $13,514 1000 -0000 -0311 LifeSize Room 220 - Codec only $15,799 $13,429 1000. 2100 -1126 LifeSize Room 220- Assurance Maintenance Services (1- ear ) $975 $829 1000- 2200.1126 LifeSize Room 220- Assurance Maintenance Services (2-year) $1,852 $1,574 1000- 2300 -1126 LifeSize Room 220 - Assurance Maintenance Services (3 -year) $2j632 $2237 Assurance Maintenance Services Contract minimum 1-v ear re uired whh each Droduct ourchase LifeSize Room 200 Definition . -. . - 1000. 0000.1113 LifeSize Room 200 - Full High Definition Videoconterencing System $14,999 $12,749 1000- 0004 -1113 LifeSize Room 200- Australia $14,999 $12,749 1000- 0007 -1113 LifeSize Room 200 - China RoHS compliant $14,999 $12,749 1000- 000 &1113 LifeSize Room 200 - Japan $14,999 $12,749 1000 -000R -1113 LifeSize Room 200- Non -AES $14,999 $12,749 1000 -000S -1113 LifeSize Room 200 - SGP $17,249 $14,662 1000- 0000.1114 LifeSize Room 200 • Integrator - No Phone $13,999 $11,899 1000 -0004.1114 LifeSize Room 200 - Integrator,- No Phone - Australia $13,999 $11,899 1000- 0007 -1114 LifeSize Room 200 - Integrator - No Phone - China RoHS com liant $130999 $11,899 1000 - 0008.1114 LifeSize Room 200 • Integrator - No Phone - Japan $13,999 $11,899 1000 - 0000.1115 LlteSize Room 200- Integrator - No Camera $13,899 $11,814 1000- 0004.1115 LifeSize Room 200 - Integrator - No Camera - Australia $13,899 . $11,814 1000- 0007 -1115 LifeSize Room 200 - Integrator - No Camera - China RoHS com liant $13,899 $11,814 1000 -0008 -1115 LifeSize Room 200 - Integrator - No Camera - Japan $13.899 $11,814 1000- 0000.0220 LifeSize Roan 200 - Codec $13,799 $11,729 1000. 2100.1113 LifeSize Room 200• Assurance Maintenance Services (1-year) $975 $829 1000- 2200.1113 LifeSize Room 200 - Assurance Maintenance Services 2- ear) $1,852 $1,574 1000 - 2300 -1113 LifeSize Room 200 - Assurance Maintenance Services 3• ear $2,632 $2,237 ' Assurance Maintenance Services Contract minimum 1-year) required with each product purchase ^1 i i Innialsz ss. TELESWTCH Master Sales, Support and SotNiare License Agreement 9/27/2010 15 or 23 Appendix C 1000.0000 -1101 •.. .• .•. LifeSize Room $12,999 $11,049 1000.0007 -1101 LifeSize Room - China RoHS compliant $12,999 $11,049 1000.0008 -1101 LifeSize Room - Japan $12,999 $11,049 1000.00OR -1101 LifeSize Room- Non -AES $120999 $11,049 1000 -000S -1101 LifeSize Room- SGP $14,949 $12,707 1000 -0000 -1104 LifeSize Room - Integrator - No Phone $11,999 $10.199 1000 - 0007 -1104 LifeSize Room - Integrator - No Phone - China RoHS compliant $11,999 $10,199 1000. 0008 -1104 LifeSize Room - Integrator - No Phone - Japan $11,999 $10,199 1000.00OD -1105 LifeSize Room - Integrator - No Camera $11,799 $10,029 1000.0007 -1105 LifeSize Room - Integrator - No Camera - China RoHS compliant $11,799 $10,029 1000 -0008 -1105 LifeSize Room - Integrator - No Camera - Japan $11,799 $10,029 1000. 0000 -0168 LifeSize Room - Codec $11,699 $9,944 1000- 2100.1101 LifeSize Room - Assurance Maintenance Services (1-year) $975 $829 1000. 2200.1101 LifeSize Room - Assurance Maintenance Services (2-year) $1,852 $1,574 1000. 2300-1101 LifeSize Room - Assurance Maintenance Services (3-year) $2,632 $2,237 'Assurance Maintenance 1000-GOOO-1129 Services Contract minimum 1- ear re uired with each product purchase LlfeSize Team r Definition Videoconferencing System' LifeSize Team 220 - Phone $12,999 $11,049 1000- 0004 -1129 LifeSize Team 220 • Phone - Australia $12,999 $11,049 1000 - 0007 -1129 LifeSize Team 220 - Phone - China $12,999 $11,049 1000- 0008-1129 LifeSize Team 220 - Phone - Japan $12,999 $11,049, 1000 -DOOR -1129 LifeSize Team 220 - Phone - Non -AES $12,999 $11,049 1000 -DOOS -1129 LifeSize Team 220 - Phone - SGP $143949 $12,707 1000 - 0000.1130 LifeSize Team 220 - Dual MicPod $11,999 $1C,199 1000. 0004.1130 LifeSize Team 220 - Dual MicPod • Australia $11,999 $101199 1000. 0007.1130 LifeSize Team 220 - Dual MicPod - China $11,999 $10,199 1000- 0008 -1130 LifeSize Team 220 - Dual MicPod - Japan $11,999 $10,199 1000 -ODOR -1130 LifeSize Team 220 - Dual MicPod - Non -AES $1.11999 $10,199 1000.00OS -1130 LifeSize Team 220 -Dual MicPod - SGP $13,799 $11,729 1000- 0000 -0312 LifeSize Team 220 - Codec on $10,999 $95349 1000 -2100 -1129 LifeSize Team 220 - Assurance Maintenance Services 1 -year) $975 $829 1000-2200.1129 LifeSize Team 220 - Assurance Maintenance Services (2-year) $1,852 $1.574 1000. 2300.1129 LifeSize Team 220 - Assurance Maintenance Services (3-year) $2,632 $2,237 Assurance Maintenance Services Contract fminimurn 1- ear re uired with each Lgoduct Quichase LifeSize Team .r Definition 1000 -0000 -1116 LifeSize Team 200 -Phone 8,499 1000.0004 -1116 LifeSize Team 200 - Phone - Australia 8,499 1000-0007 -1116 LifeSize Team 200 - Phone - China RoHS Compliant 8,499 1000.0008 -1116 LifeSize Team 200 - Phone - Japan 8,499 1000 -DOOR -1116 LifeSize Team 200 - Phone - Non -AES $8,499 M$8,999$7,649 1000 -000S -1116 LifeSize Team 200 - Phone - SGP 9,774 1000.0000.1117 LifeSize Team 200 - Dual MicPod 7,649 1000 - 0004 -1117 LifeSize Team 200 - Dual MicPod - Australia 7,649 1000 - 0007 -1117 LifeSize Team 200 - Dual MicPod - China RoHS compliant $8,999_ $7,649 1000 - 0006.1117 LifeSize Team 200 - Dual MicPod - Japan $8,999 $7,649 1000 -000R -1117 LifeSize Team 200 - Dual MicPod - Non -AES $8,999 $7,649 1000 -0005 -1117 LifeSize Team 200 - Dual MicPotl - SGP $10,349 $8,797 1000 -0000 -0221 LifeSize Team 200 - Codec $7,999 $6,799 1000.2100 -1116 LifeSize Team 200 - Assurance Maintenance Services (1 -year) $750' $638 1000- 2200 -1116 LifeSize Team 200 - Assurance Maintenance Services (2-year) $1,425 $1.211 1000.2300.1116 LifeSize Team 200 - Assurance Maintenance Services (3-year) $2,025 $1,721 ' Assurance Maintenance 1000.0000 -1131 Services Contrail minimum 1- ear required with each product purchase LlfeSl2e Express 220 - Full High Definition Videoconferencing LifeSize Express 220 - Phone 4 $7,999. ' $6,799 1000- 0007 -1131 LifeSize Express 220 - Phone - China $7,999 .$6,799 1000- 0008 -1131 LfeSize Express 220 - Phone - Ja an $7,999 $6,799 1000 -DOOR -1131 LifeSize Express 220 -Phone -Non -AES $7.999 $6,799 1000- 0005.1131 LifeSize Express 220 - .Phone .. SGP $9,199 $7,819 1000 -0000 -1132 LifeSize Express 220 - MicPod $6,999 $5,949 1000.0007 -1132 LifeSize Express 220 - MicPod - China $6,999 $5,949 1000- 0008 -1132 LifeSize Express 220 - MicPod - Japan $6,999 $5,949 1000.00DR -1132 LifeSize Express 220 • MicPod - Non -AES $6,999 $5,949 1000 -000S -1132 LifeSize Express 220 - MicPod - SGP $8,049 $6,842 1000 - 0000 -0313 LifeSize Express 220 - Codec only $5,999 $5,099 1000.2100.1132 - LifeSize Ex rass 220 - Assurance Maintenance Services _ 1- ear $525 $446 1000- 2200 -1132 LifeSize Express 220 - Assurance Maintenance Services (2 -year) $997 $847 1000 - 2300 -1132 LifeSize Express 220 - Assurance Maintenance Services (3-year) $1,417 $1,204 4 Assurance Maintenance Services Contract (minimum 1 -year ) required vnth each product purchase 1 ' Initials ss. TELESVv1TCH plaster Sales. Support and Software License Agreement 9/27 12010 16 of 23 Appendix C 1000- 0000 1120 Definition LifeSize Express 200, True High LifeSize Express 200 - Phone $6,999 $5,949 1000.0007 -1120 LifeSize Express 200 - Phone • China $6,999. 949 1000. 0008 -1120 LifeSize Express 200 • Phone - Japan $6,999 949 1000.00OR -1120 LifeSize Express 200 - Phone - Non -AES $61999 949 1000.00OS -1120 LifeSize Express 200 - Phone - SGP $8,049 842 :$5,099 1000 - 0000 -1121 LifeSize Express 200- MicPod $50999 1000- 0007 -1121 LifeSize Express 200 - MicPod - China $5,999 099 1000. 0008.1121 LileSize Express 200 - MicPod - Japan $5,999 $5,099 1000 -DOOR -1121 LileSize Express 200 • MicPod • NOn•AES $5,999 $5,099 1000.00OS -1121 LifeSize Express 20D - MicPod - SGP $6,899 $5,864 1000. 0000.1122 LileSize Express 200 - Focus $4,999 $4,249 1000- 0007 -1122 LifeSize Express 200 • Focus - China $4,999 $4,249 1000.0008.1122 LifeSize Express 200 - Focus - Japan $4,999 $4,249 1000 -000R -1122 LifeSize Express 200 - Focus • Non -AES $4,999 $4,249 1000 -000S -1122 LifeSize Express 200 - Focus - SGP $5,749 $4,887 0000.0250 LifeSize Express 200 - Codec only $40999 $4,249 00 -1121 LifeSize Express 200 - Assurance Maintenance Services (11-year) $450 $363 P000"21 2200.1121 LifeSize Ex ress 200 - Assurance Maintenance Services 2• ear $855 $727 2300.1121 LifeSize Express 200 - Assurance Maintenance Services (3-year) $1,215 $1,033 Assurance Maintenance Services Contract minimum 1- ear re uired with each Product purchase 1000.0000 -1124 Passport LifeSIze Definition LifeSize Pass rt - MicPod with Camera audio $3,499 $2,974 1000 -0007 -1124 LifeSize Passport - MicPod with Camera - China $3,499 $2,974 1000.0008 -1124 LifeSize Pass ort - MicPod with Camera - Japan $3,499 $2,974 1000 -000R -1124 LifeSize Passport - MicPod with Camera - Non -AES $3,499 $2,974 1000 -000S -1124 LifeSize Passport - MicPod with Camera - SGP $4,079 $3,467 1000. 0000 -1125 LifeSize Passport - Focus camera with built in microphone $2,499 $2,124 1000- 0007 -1125 LifeSize Passport - Focus camera with built in microphone- China $2,499 $2,124 1000 - 0008 -1125 LifeSize Passport - Focus camera with built in microphone - Japan $2,499 $2,124 1000 -ODOR -1125 LifeSize Passport - Focus camera with built in microphone - Non -AES $2,499 $2,124 1000.00OS -1125 LifeSize Passport - Focus camera with built in microphone • SGP $2,879 $2,447 1000 - 2100 -1124 LifeSize Passport • Assurance Maintenance Services (1-year) $350 $298 1000- 2200 -1124 LifeSize Passport • Assurance Maintenance Services (2-year) $665 $565 1000 - 2300 -1124 LifeSize Passport - Assurance Maintenance Services 3• ear $945 $803 "Assurance Maintenance Services Contract minimum 1- ear re uired vdth each productpurchase LifeSize Executive At] In One* 1000 -000H -0384 LG Executive All in One 1 $2,999 1 $2,549 1000 -OOBH -0384 LG Executive All in One • Japan $2,999 $28549 1000.210H•0384 LG Executive All in One - Assurance Maintenance Services 1- ear $360 $306 1000 -220H -0384 LG Executive All in One - Assurance Maintenance Services 2• ear $684 $581 1000 -230H -0384 1000- 0000.0300 LG Executive All in One - Assurance Maintenance Services (3-year) 1 LifeSize •> Definition LifeSize Desktop - t seat $972 $199 1 $816 $169 1000 - 0000 -0301 LifeSize Desktop - 5 seat $945 $803 1000- 0000 -0302 LifeSize Desktop - 10 seat $1,890 $1,607 1000- 0000 -0303 LifeSize Desktop - 25 seat $4,475 $3,804 1000.0000 -0304 LifeSize Desktop - 50 seat - $8,950 $7,608 1000- 0000-0305 LifeSize Desktop • 100 seat $16,900 $14,365 1000- 2100 -0300 LifeSize Desktop - 1 seat - Assurance Maintenance Services (1-year) $30 $25 1000- 2100 -0301 LifeSize Desktop - 5 seat - Assurance Maintenance Services (1-year) $142 $120 1000.2100 -0302 LifeSize Desktop -10 seat - Assurance Maintenance Services (1-year) $204 $241 1000- 2100-0303 LifeSize Desktop - 25 seat - Assurance Maintenance Services (1-year) $671 $571 1000.2100 -0304 L feSize Desktop - 50 seat - Assurance Maintenance Services (1-year) $1,343 $1,141 1000- 2100.0305 LifeSize Desktop - 100 seat - Assurance Maintenance Services 1• ear $2,535 $2,155 1000 -2200 -0300 LifeSize Desktop - 1 seat - Assurance Maintenance Services (2-year) $54 $46 1000- 2200.0301 LifeSize Desktop - 5 seat - Assurance Maintenance Services (2-year) $255 $217 1000- 2200 -0302 LifeSize Desktop - 10 seat - Assurance Maintenance Services (2-year) $510 $434 1000- 2200 -0303 LifeSize Desktop - 25 seat - Assurance Maintenance Services (2-year) $1,208 $1,027 1000.2200.0304 LifeSize Desktop -50 seat - Assurance Maintenance Services (2-year) $2,417 $2,054 1000 - 2200 -0305 LifeSize Desktop - 100 seat - Assurance Maintenance Services (2 -year) $4,563 $3,879 1000. 2300.0300 LifeSize Desktop - 1 seat - Assurance Maintenance Services (3 -year) $76 $65 1000 -2300 -0301 LileSize Desktop - 5 seat - Assurance Maintenance Services l3 -year) $361 $307 1000- 2300 -0302 LifeSize Desktop - 10 seat - Assurance Maintenance Services 3 -year) $723 $614 1000- 2300 -0303 LifeSize Desktop - 25 seat - Assurance Maintenance Services 3• ear) $1,712 $1,455 1000- 2300 -0304 LileSize Desklo - 50 seat - Assurance Maintenance Services (3-year) $3,423 $2,910 1000 - 2300 0305 LifeSize Desktop - 100 seat - Assurance Maintenance Services 3• ear $6,464 $5.495 ' Assurance Maintenance Services Contract minimum 1- ear required with each product purchase 1 I Initials�ss. TELESVdTCH Masser Sales, Suppurt and Software License Ayreernent 912712010 17 of 23 Appendix C LifeSize Communicator* 1000. 0000 -0393 LifeSize Communicator -.1 Seat $349 $297 1000 -0000 -0394 LifeSize Communicator -10 Seat $3,499 $2,974 1000.0000 -0395 LifeSize Communicator -25 Seat $84749 $7,437 1000.0000 -0396 LifeSize Communicator -50 Seat $174499 $14,874 1000.0000.0397 LifeSize Communicator -100 Seat $34,999 $29,749 1000 - 2100 -0393 LifeSize Communicator - 1 Seat - Assurance Maintenance Services (1-year) $70 $60 1000- 2100 -0394 LifeSize Communicator - 10 Seat - Assurance Maintenance Services (1-year) $700 $595 1000. 2100 -0395 LifeSize Communicator - 25 Seat - Assurance Maintenance Services 1• ear $1,750 $1,488 1000 - 2100 -0396 LifeSize Communicator - 50 Seat - Assurance Maintenance Services (1-year) $3,500 $2,975 1000-2100-0397 LifeSize Communicator • 100 Seat - Assurance Maintenance Services (1- ear ) $73000 $5,950 1000.2200 -0393 LifeSize Communicator- 1 Seat - Assurance Maintenance Services (2-year) $140 $119 1000- 2200 -0394 LifeSize Communicator - 10 Seat - Assurance Maintenance Services (2-year) $1,400 $1,190 1000. 2200.0395 LifeSize Communicator - 25 Seat - Assurance Maintenance Services (2-year) $3,500 $21975 1000 - 2200 -0396 LifeSize Communicator - 50 Seat - Assurance Maintenance Services (2-year) $7,000 $5,950 1000- 2200 -0397 LifeSize Communicator - 100 Seat - Assurance Maintenance Services (2-year) $14,000 $11,900 1000- 2300 -0393 LifeSize Communicator - 1 Seat - Assurance Maintenance Services (3-year) $210 $179 1000.2300 -0394 LifeSize Communicator - 10 Seat - Assurance Maintenance Services (3-year) $2,100 $1,785 1000 - 2300 -0395 ILifeSize Communicator - 25 Seat - Assurance Maintenance Services 3• ear) $5,250 $4,463 1000.230D -0396 ILifeSize Communicator - 50 Seat - Assurance Maintenance Services (3-year) $10,500 $8,925 1000.230D -0397 JUIreSize Communicator- 100 Seat - Assurance Maintenance Services 3• ear) $21,000 $17,850 Assurance Maintenance Services Contract minimum 1- ear r uired with each product purchase ,I MAMMA! (PROORMWIN RUMOR LifeSize PhoW 1000 - 01700.0101 LifeSize Phone TM U115911 $1,199 $1,019 1000.0007 -0101 LifeSize Phone - China RoHS compliant $12199 $1,019 1000 -000S -0101 LifeSize Phone - SGP $1,399 $1,189 1000- 2100 -0101 LifeSize Phone - Assurance Maintenance Services (1-year) $90 $77 1000 - 2200.0101 LifeSize Phone - Assurance Maintenance Services 2• ear $171 $145 1000 - 2300 -0101 LifeSize Phone - Assurance Maintenance Services (3-year) $243 $207 ' Assurance Maintenance Services Contract minimum 1- refired with each roduct urchase hear, Ii LIfeSize Video Center* 1000. 0000 -0372 LifeSize Video Center 2200 $29.999 $25,499 1000 - 0000.0373 LifeSize Video Center 2200 - Replacement Hard Drive $750 $638 1000- 2100 -0372 LifeSize Video Center 2200 - Assurance Maintenance Services (1-year) $3,600 $3,060 1000 - 2200.0372 LifeSize Video Center 2200 - Assurance Maintenance Services (2-year) $6,840 $5,814 1000.2300 -0372 LifeSize Video Center 2200 - Assurance Maintenance Services (3 ear ) $9,720 $8,262 Assurance Maintenance Services Contract fminimum I:Xearlt re uired with each groduct vurchase 1000 - 0000 -0152 LifeSize Multi int-12 $29,999 $25,499 1000- 0007 -0152 LifeSize Multi int -12 - China RoHS compliant $29,999 $25,499 1000.0000.0153 LifeSize Multi oint -24 $49,999 $42,499 1000- 0007 -0153 LifeSize Mufti point-24 - China ROHS compliant $49,999 $42,499 1000.0000 -0235 LifeSize Multippint Recording - 1 License $8,899 $7,564 1000 - 0000.0236 LifeSize Multi point Recording - 3 Licenses $15,889 $13,506 1000 -0000 -0237 LifeSize MuRipoint Recording - 5 Licenses $23,499 $19,974 1000- 0000 -0238 LifeSize Multi oint Recording - 10 Licenses $421499 1 $363124 1000 - 0000 -0334 LifeSize Muitipoint 230 MCU Bundle includes LifeSize Mufti point Extension and LifeSize $196,999 $167,449 1000- 0000 -0382 LifeSize Mufti point 230 Enhanced Definition 120 Port capacity license $44,999 $38,249 1000 - 1000.0152 LifeSize Mufti oint -12 - Extended Warranty & Maintenance (11-year) $2,100 $1,785 1000- 1100 -0152 LifeSize Multi oint -12 - Extended Warranty & Maintenance (2-year) $3,780 $3,213 1000 - 1200.0152 LifeSize Mufti int -12 - Extended Warrant y& Maintenance (3-year) $5,355 $4,552 1000- 2000.0152 LifeSize Mufti point-12 - Advanced Replacement (1-year) $1,200 $1,020 1000 -1000 -0153 LifeSize Multi point-24 - Extended Warranty & Maintenance 1- ear $3,500 $2,975 1000 - 1100.0153 LifeSize Mufti point-24 - Extended Warranty & Maintenance (2-year) $6,300 $5,355 1000- 1200-0153 LifeSize Mufti int -24 - Extended Warranty & Maintenance (3-year) $8,925 $7,586 1000. 2000 -0153 LifeSize Multi point-24 - Advanced Replacement 1• ear $2,000 $1,700 1000 -1000 -0235 LifeSize Multi point Recording 1 License - Extended Warranty & Maintenance (1-year) $1,495 $1,271 1005-11007235 LifeSize Muttipoint Recording 1 License - Extended Warranty & Maintenance (2-year) $2.990 $2,542 1000 - 1200 -0235 LifeSize Multi oint Recording 1 License - Extended Warrant & Maintenance (3-year) $4,485 $3,812 1000-1000-0236 LifeSize Mufti point Recording 2 License - Extended Warranty & Maintenance (11-year) $2.669 $2.269 1000 - 1100 -02 6 LifeSize Multi point Recording 2 License - Extended Warranty & Maintenance (2-year) $5 338 $4,537 1000 -1200 -0236 LifeSize Multi point Recording 2 License -Extended Warranty & Maintenance (3-year) $8 008 $6,807 1000- 1000 -0237 LifeSize Mulflipoint Recording 5 License - Extended Warranty & Maintenance 1- ear $3,947 $3,355 1000 - 1100 -0237 LifeSize Multi point Recordin2 5 License - Extended Warranty & Maintenance (2-year) $71895 $6,71l 1000 - 1200 -0237 LifeSize Multi point Recording 5 License - Extended Warranty & Maintenance (3 -year) $11,843 $10,067 1000 - 1000.0238 LifeSize Multi oint Recording 10 License - Extended Warranty & Maintenance (1-year $7P139 $6,068 1000- 1100 -0238 LifeSize Muhipoint Recording 10 License - Extended Warranty & Maintenance (2-year) $14,2 79 $12,137 1000- 1200 -0238 LifeSize MuRipoint Recording 10 License - Extended Warranty & Maintenance (3-year) $21419 $18,206 1000 - 1000 -0334 LifeSize Multi oint 230 MCU Bundle - Extended Warranty & Maintenance (1- year) $13,790 $11,722 1000 2000 0334 LifeSize Mufti int 230 MCU Bundle - Advanced Replacement 1- ear $7,880 $6,698 1000 - 1000.0382 LifeSize Multi oint 230 Enhanced Definition - Extended Warrant & Maintenance 1- ear $4,725 $4,016 r j `•. Initials 53. TELESVMTCH Master Sales, Support and Software License Agreen:ect 9/27/2010 18 of 23 Appendix C 1000. 0000.0154 LifeSize Gateway LifeSize Gatewa -PRI $29,999 $25,499 1000 - 0000.0155 LifeSize Gateway-Serial Minimum of one Serial Cable is required) $24,999 $21,249 1000 - 1000.0154 LifeSize Gatewa •PRI Extended Warranty & Maintenance (1-year) $2,100 $1,765 1000 - 1100.0154 LifeSize Gatewa -PRI Extended Warranty & Maintenance (2-year) $3,780 $30213 1000 - 1200.0154 LifeSize Gatewa -PRI Extended Warranty & Maintenance (3-year) $5,355 $4,552 1000- 2000.0154 LifeSize Gatewa -PRI Advanced Replacement 1• ear) $1,200 $1,020 1000- 1000 -0155 LifeSize Gateway-Serial Extended Warrant & Maintenance 1- ear $1,750 $1,488 1000 - 1100.0155 LifeSize Gatewa - Serial Extended Warrant & Mainienance 2- ear $30150 $2,678 1000- 1200.0155 LifeSize Gatewa -Serial Extended Warrant & Maintenance 3- ear) $4,462 $3,7,93 7000- 2000 0155 1000.0000.0103 LifeSize Gatewa al Advanced Re lacement (1• ear) LifeSize Networker - S/T $1,000 $850 $1,999 1 $1,699 1000 - 2100.0103 LifeSize Networker - Srr - Assurance Maintenance Services 1• ear $150 $128 1000- 2200.0103 LifeSize Networker - SrT - Assurance Maintenance Services (2-year) $285 $242 1000.2300.0103 LifeSize Networker - SIT - Assurance Maintenance Services 3• ear $405 $344 ' Assurance Maintenance Services Contract minimum 1- art re uired with each oroducl purchase LlfeSlze Transit Server" 1000. 0000.0245 11.1leSize Transit Server 1 4,999 1 12,749 1000.2100 -0245 LifeSize Transit Server- Assurance Maintenance Services (1-year) $1,800 $1,530 1000- 2200 -0245 LifeSize Transit Server- Assurance Maintenance Services (2-year) $3,420 $2,907 1000.2300 -0245 JUIeSize Transit Server- Assurance Maintenance Services (3-year) $4,860 $4,131 Assurance Maintenance Services Contract minimum 1- ear re uired with each PF oduct urchase UIeSize Transit Client* 1000 -0000 -0391 LifeSize Transit Client $11,999 $10,199 1000- 2100 -0391 LifeSize Transit Client - Assurance Maintenance Services (1-year) $1,440 $1,224 1000- 2200 -0391 LfeSize Transit Client - Assurance Maintenance Services 2• ear $2,736 $2,326 IODO- 2300.0391 LifeSize Transit Client - Assurance Maintenance Services (3-year) $3,888 $3,305 *Assurance Maintenance Services Contract minimum 1-yeaEl required with each product purchase LifeSize Transit Client Virtual Machine software* 1000.00M0392 LifeSize Transit Client virtual machine software $9 999 $8,499 1000- 2100.0392 LifeSize Transit Client virtual machine software - Assurance Maintenance Services (1-year) $1,200 $1,020 1000.2200 -0392 LifeSize Transit Client virtual machine software - Assurance Maintenance Services (2-year) $2,280 $1,938 1000. 23000392 LifeSize Transit Client virtual machine software - Assurance Maintenance Services (3-year) $3,240 $2,754 Assurance Maintenance Services Contract minimum t- ear re uired with each roduct urchase " s,} s LifeSIze • 1000 - 00000005 LifeSize Control- Single device license see tiered pricing) $499 $424 100000000006 LifeSize Control - Enterprise license $149,999 $127,499 1000 - 10000005 LifeSize Control - Sin le device license - Assurance Maintenance Services 1• ear $60 $51 1000 - 1000.0006 LifeSize Control - Enterprise license - Assurance Maintenance Services (1- ear ) $22,500 $19,125 ' Assurance Maintenance Services Contract minimum 1- ear required with each roduct urchase LifeSize Gatekeeper 1000.0000 -0151 LifeSize Gatekeeper 1 $12 999 1 $11,049 1000- 10000151 LifeSize Gatekeeper 1-year software maintenance $910 $774 1000.1100 -0151 LifeSize Gatekeeper 2-year software maintenance $1 638 $1,392 1000. 12000151 LifeSize Gatekee r 3- ear software maintenance $2,320 $1,972 Life$ize Camera It 1000- 0000.0219 LifeSize Camera 200 $3,999 9 1000.0007 -0219 LifeSize Camera 200. China RoHS com riant $3,999 9 1000 -0008 -0219 LifeSize Camera 200 - Ja n $3,999 1000.00DS -0219 LifeSize Camera 200 - SGP $4,799 9 1000- 2100 -0219 LifeSize Camera 200 - Assurance Maintenance Services (1- ear j$31399 $300 1000- 2200 -0219 LifeSize Camera 200 - Assurance Maintenance Services 2- ear $570 1000.2300.0219 LifeSize Camera 200 - Assurance Maintenance Services 3• ear $810 ' Assurance Maintenance Services Contract minimum 1- ear r uired with each roduct purchase LifeSize Camera* 1000.00000107 LifeSize Camera $2,999 1 $2,549 1000- 0007 -0107 LifeSize Camera - China RoHS compliant $2,999 $2,549 1000.00DS -0107 LifeSize Camera - SGP $3,599 $3,059 1000- 2100.0107 LifeSize Camera - Assurance Maintenance Services (1-year) $225 $191 1000 - 22000107 LifeSize Camera - Assurance Maintenance Services (2-year) $427 $363 1000.23000107 LifeSize Camera - Assurance Maintenance Services (3-year) $607 $516 Assurance Maintenance Services Contract minimum 1- ear required with each product purchase 1000. 0000.0214 LifeSize Focus $1,499 $1,274 1000.0007 -0214 LifeSize Focus - China RoHS compliant $1,499 $1,274 1000 - 2100.0214 LifeSize Focus - Assurance Maintenance Services (1-year) $112 $95 1000- 22000214 LifeSize Focus - Assurance Maintenance Services (2-year) $214 $182 1000 -2300 -0214 LifeSize Focus - Assurance Maintenance Services (3 ear) $304 $258 ' Assurance Maintenance Services Contract minimum 1- ear re uired with each roduct purchase LifeSize SDI Adapter" Initials i / _as, TELESWITCH Master Sales, Support and Software License Agreement 9/27/2010 19 of 23 r Appendix C 1000. 0000.0197 LifeSize SDI Adapter $1,499 $1,274 1000.0007 -0197 LifeSize SDI Adapter - China RoHS Compliant $1,499 $1,274 1000.2100 -0197 LifeSize SDI Adapter - Assurance Maintenance Services 1• ear $112 $95 1000.2200 -0197 LifeSize SDI Adapter - .Assurance Maintenance Services (2-year) $214 $182 1000. 2300.0197 LifeSize SDI Adapter - Assurance Maintenance Services (3-year) $304 $258 Assurance Maintenance Services Contract minimum 1- ear re uired with each roduct urchase Sony EV1-HD1 Camera 1000 - 0000-0198 ISony EVI -HD1 Camera (Must be purchased with LifeSize SDI Adapter) $4,499 1 $3,824 LifeSize MicPod* 1000- 0000 -0200 LifeSize MICPod $299 1 $254 1000- 0007 -0200 LifeSize MICPOd - China RoHS compliant $299 $254 1000- 2100 -0200 LifeSize MicPod - Assurance Maintenance Services 1- ear $22 $19 1000.2200 -0200 LifeSize MicPod - Assurance Maintenance Services (2-year) $43 $37 1000.2300.0200 LifeSize MicPod - Assurance Maintenance Services (3 -year) $61 $52 ' Assurance Maintenance Services Contract minimum 1- ear re uired with each Qroduct gurchase Logitech Accessories - AMR 1000 -000L -0374 Lo itech Weboam Pro 9000 for Business AMR (10 -pack) "22 $849 1000.00OL -0375 Lo itech 8905 2MP Portable Webcam AMR (10-pack) $999 $849 1000.00OL -0376 I Lo itech ClearChat PC Wireless Headset AMR (4-pack) $399 $339 1000 -000L -0377 I Lo itech Premium Notebook Headset AMR (4 -pack ) $239 1 $203 Initials ! � Z� ss. TELESWITCH Master Sales. Support and Soltware License Agreement 9/27/2010 20 of 23 Appendix D IPlantronics Master Price Lis_ t 64339.31 iSupraPlus Wideband HW261N Binaural $ 122.00 1 $ 103.70 64338.31 Su raPlus Wideband HW251N Monaural $ 102.00 $ 86.70 27190 -01 Coil Cable QD to Modular Phone Jack standard, for all corded headsets $ 45.00 $ 38.25 70450 -06 CS70N Professional Wireless Headset $ 329.95 $ 280.46 70460 -06 CS70N Professional Wireless Headset S stem with Lifter $ 399.95 $ 339.96 69700 -06 CS55 Wireless Office Headset System $ 299.95 $ 225.00 69702 -06 CS55 Wireless Office Headset System with Lifter $ 379.95 $ 322.96 67000 -10 CS50-USB Wireless Office Headset System $ 299.99 $ 225.00 79956 -01 Savi Office Convertible- Cross device with Both Desk & USB Connection $ 379.95 $ 322.96 Audio Processors 77559-3 11 DA45 corded USB- to-headset adapter and audio processor 1 $ 99.00 1 $ 84.15 DA55 USB includes MOM audio processor with digital signal processing (DSP) for crisp, clear 163725-03 sound $ 120.00 1 $ 102.00 63725 -01 1 DA60 USB Audio Processor with PerSono Pro 2.0 Software 1 $ 150.00 1 $ 127.50 1 Initials, ss. TELESWITCH Master Sales, Support and Software License Agreement 9/27/2010 21 023 APPENDIX E ShoreCare Partner Support Enterprise ServiceProgram Data Sheet r Initials ss. TELESWITCH fhaster Sales, Support and Software License Agreement 9/27/2010 22 of 23 Technical Assistance Center (TAC) • Hours of Service 7 x 24 • After Hours 1 Hour Resp:snsu • Authorized Contacts Up to Four Contacts may be design -3ted Tele$witch Web Access • Access the TeleSwitch Web Access Yes • Case Management Yes • Knowledgebase Yes Moves, Adds and Changes:to System Configuration (MAC) • Reduced Hourly Rate for On Site MAC 's $9S.Dj Hour • Remote /Web based MAC's Free Software Subscription Services • Software Updates Yaps • Published Patches and Fixes Yes ShoreGear Switch Hardware Maintenance Services • Extended Warranty Yes • Advanced Exchange Yes • Delivery Method Next Business Day Delivery ShorePhone IP Telephone Hardware Maintenance Services • Extended Warranty Ves • Advanced Exchange y`es • Delivery Method1'2 (;,round Delivery r't= .il;lf (10na1 k!v for h) MIdIP;g ,.ai: Z. 0e Ye!: ons;UII: for ship.I)it igy char0;0[ .O i other °h&!) ?ro!..a. +7 r Initials ss. TELESWITCH fhaster Sales, Support and Software License Agreement 9/27/2010 22 of 23 APPENDIX E AUTHORIZED CONTACTS The following contacts are service /support contacts and are your internal support team. They will receive a unique login and password to the ShoreTel ShoreCare Web Center and will have access to the TeleSwitch Technical Support Center. • Company Name • Address (Line 1) • Address (Line 2) • City / State / Zip Code • Main Phone # • Main fax # :... . AUTHORIZED CONTACT #.1 • Full Name • Title • Phone # • Fax # • Email Address AUTHORIZED CONTACT 42 . • Full Name • Title • Phone # • Fax # • Email Address AUTHORIZED CONTACT # 3 • Full Name • Title • Phone # • Fax # • Email Address AUTHORIZED CONTACT # 4 • Full Name • Title • Phone # • Fax # • Email Address Initials ,�ss. a TELESIMTCH Master Sales. Support and Sottware License Agreement 9127/2010 23 of 23 V �'1 waaA a . DEPARTMENT OF HUMAN RESOURCES 6130 SUNSET DRIVE SOUTH MIAMI, FL 33143 (305)668 -2516 OR (305)668 -3878- OFFICE / FAX: (305)668-3877 FAX COVER SHEET The information contained in this facsimile message is confidential and is intended only for the use of the person to whom it is directed. If you have received this facsimile in error please notify Gemma Boza at (305)668 -2516 immediately. Email address: bg oza@southmiamilfl.gov To: Eileen Nelson Company: Miami Beach Fire and Police Pension Office From: Gemma I Boza Human Resources Generalist Facsimile No:786- 394 -4526 Date: October 31, 2012 Number of Pages: (Including this cover sheet): Re: Verification of Employment — Kevin Lantigua 2