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18-129 State of California, Department of General Services and ShoreTel, Inc., and Packet Fusion, Inc. for Installation of a new Telecommunications Platform
( ' STATE OF CALIFORNIA PARTICIPATING ADDENDUM NO . 7-14-70-09 Data Communications Products and Services Utah WSCA-NASPO Master Price Agreement No. AR627 ShoreTel Inc. )b l 9> --00 (){)0 Ip )-b pQc .. ke}-rvs/ Of\- This Participating Addendum Number 7-14-70-09 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Shore Tel Inc. (hereafter referred to as "Contractor") under the lead State of Utah WSCA- NASPO Cooperative Purchasing Organization (WSCA-NASPO) Master Price Agreement Number AR627 . 1. Scope A. This Participating Addendum covers the purchase of Data Communications Products and Services under the Utah WSCA-NASPO Master Price Agreement Number AR627. The WSCA-NASPO Master Price Agreement is hereby incorporated by reference and shall apply to the purchase of goods and services made under this Participating Addendum. B. This Participating Addendum is available for use by all State Departments and California political subdivisions/local governments. A political subdivision/local government is defined as any city, county, city and county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds . C . Each political subdivision/local government is to make its own determination whether this Participating Addendum and the WSCA-NASPO Master Price Agreement are consistent with its procurement policies and regulations . 2. Term A. The term of this Participating Addendum shall begin upon signature approval by the State and will erid May 31, 2019, or upon termination by the State, whichever occurs first. '\ B. Lead State amendments to extend the Master Price Agreement term date are not automatically incorporated into this Participating Addendum . Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor. 3. Mandatory Statewide Contracts Product and service categories that are available on mandatory California statewide contracts for information technology (IT) hardware cannot be purchased from this Participating Addendum by State Departments without an exemption. State Departments are responsible for obtaining an exemption from DGS prior to issuing a purchase order. This restriction is not applicable to political subdivisions/local governments. Page 1 of? .. ---·-·-··--··-------- L_ __ _ Participating Addendum No. 7-14-70 -09 4. Terms and Conditions Terms and conditions listed below are hereby incorporated by reference and made' a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. These include: A. General Provisions-Information Technology, GSPD4011T, effective 11/27/2013. The twelve page document can be viewed at: http://www.documents.dgs.ca.gov/pd/poliproc/gspd401IT13 1127.pdf B. American Recovery and Reinvestment Act (ARRA) Supplemental Terms and Conditions , revised 08/10/09 . The supplemental terms and conditions for contracts using ARRA funds apply to the ordering agency. If or when Contractor, as a vendor, is notified by ordering agency that a specific purchase or purchases are being made with ARRA funds , Contractor agrees to comply with the data element and reporting requirements that are legally required of providers of goods and related services. Contractor as it relates to purchases under this Participating Addendum is not a subcontractor or sub grantee, but simply a provider of goods and related services. The two page document can be viewed at: http://www.documents.dgs.ca.gov/pd/poliproc/ARRATand%20C081009final.pdf. 5. Order of Precedence In the event of any inconsistency between the articles, attachments, or provisions which const itute this agreement, the following descending order of precedence shall apply: A. California Participating Addendum Number 7-14-70-09 B. Utah WSCA-NASPO Master Price Agreement Number AR627 6 . Available Products and Services This Participating Addendum includes the following product and service categories : A. 5 .3.0-Unified Communications* * Non-exempt State Agencies are mandated by pol icy to utilize the CALNET 3 Statewide Contract(s) to obtain "Required" telecommunications and network services unless otherwise authorized by the Department of Technology. 7. Disallowed Products and Services A. Cloud Computing Cloud computing elements are not allowed under this Participating Addendum . However if State of California terms and conditions are developed for Software as a Service, Infrastructure as a Service, or Platform as a Service , the State reserves the right to amend this Participating Addendum to include such provisions and related goods and services . B. These restrictions do not apply to political subdivisions/local governments. Page 2 of 7 ··--··-···-·-------- Participating Addendum No. 7-14-70-09 8. Price List A. Contractor shall submit a Product and Service Schedule (PSS) identifying all products and services offered under this Participating Addendum for the State's approval. B. The PSS shall include the following: 1) Manufacturer Part Number or Item Number 2) List Price 3) Minimum Discount off List Price 4) Contract Price C. Contractor shall maintain a website ded icated to this Participating Addendum which contains the State-approved PSS . D. Contractor shall submit a written notice of price increases/decreases and a revised PSS for the State's approval prior to updating the Contractor's dedicated website for this Participating Addendum . E. State-approved PSS will be posted on the State's eProcurement website. 9. Equipment Additions/Deletions A. Contractor may add or delete. equipment introduced or removed from the market by the manufacturer under the following conditions: 1) -Equipment is within existing awarded categories under the WSCA-NASPO Master Price Agreement; 2) Contractor has obtained prior approval from the Utah WSCA-NASPO Contract Administrator; and 3) Contractor receives written approval from the California State Contract Administrator. B. Contractor shall submit a written notice of equipment additions/deletions and a revised PSS for the State's approval prior to updating the Contractor's dedicated website for this Participating Addendum. C. Contractor shall not add new categories or groups of equ ipment or services under this Participating Addendum that were not originally included in the WSCA-NASPO Master Price Agreement. · 10. Servicing Subcontractors A. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be fully · responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by the Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from the State's obligation to make payments to the Contractor. Page 3 of 7 Participating Addendum No. 7-14-70-09 B. As the prime contractor, contractor is responsible for reports and fees required by the terms and conditions of the WSCA/NASPO Master Price Agreement and State Participating Addendum . · C . Subject to the approval of the State, subcontractors may be added on a quarterly basis during the term of the contract. Contractors shall notify the State of any deleted subcontractors or changes to current subcontractors contact information at any time during the contract term . D. Contractor shall submit a subcontractor list identifying the company name, address, contact name, phone number and email of authorized subcontractors to the State's Contract Administrator for the State's approval prior to updating its California specific contract website. E. State-approved Servicing Subcontractor will be posted on the State's eProcurement website. 11. Ordering Agency Responsibilities A. State department and political subdivision/local government use of this Participating Addendum is optional. B. A User Instructions guide will be prepared and administered by the State Contract Administrator. C . Ordering agencies must follow the Contractor Selection and Request for Offer (RFO) process outlined within the User Instructions guide prior to executing orders against this Participating Addendum. 12. Contractor Responsibilities Contractor must respond to the ordering agency's RFO to be eligible to receive a Purchase Order under this Participating Addendum. 13. Invoicing The State Participating Addendum Number and Ordering Agency Purchase Order Number shall appear on each purchase order and invoice for all purchases placed under this Participating Addendum. 14. Usage Reporting A. Contractor shall submit usage reports on a monthly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment A. B. The report is due even when there is no activity . C. The report shall be an Excel spreadsheet transmitted electronically to the DGS mailbox at PDWSCA@dgs.ca .gov. Page 4 of 7 1 ___ _ Participating Addendum No. 7-14-70-09 D. Any report that does not follow the required format or that excludes information will be deemed incomplete . Contractor will be responsible for submitting corrected reports within five business days of the date of written notification from the State. E. Tax must not be included in the report, even if it is on the purchase order. F. Reports are due each month as follows: Reporting Period and Due Date Jan --Due Feb 15 May --Due Jun 15 Sep --Due Oct 15 Feb -Due Mar 15 Jun -Due Jul 15 Oct -Due Nov 15 Mar --Due Apr 15 Jul --Due Aug 15 Nov -Due Dec 15 Apr-Due May 15 Aug -Due Sep 15 Dec --Due Jan 15 G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract. H. Amendments for term extensions may be approved only if all due reports have been submitted to the State. 15. Administrative Fee A. Contractor shall sub.mit a check, payable to the State of California, remitted to the WSCA Payment Processing Unit for the calculated amount equal to one percent (0.01) of the sales for the quarterly period. B. Contractor must include the Participating Addendum Number on the check. Those checks submitted to the State without the Participating Addendum Number will be returned to Contractor for additional identifying information . C. Administrative fee checks shall be submitted to: State of California Department of General Services, Procurement Division Attention : WSCA Payment Processing 707 3rd Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 D. The administrative fee shall not be included as an adjustment to Contractor's WSCA- NASPO Master Price Agreement pricing. E. The administrative fee shall not be invoiced or charged to the ordering agency. F. Payment of the administrative fee is due irrespective of payment status on orders or service contracts from a purchasing entity. Page 5 of 7 Participating Addendum No. 7-14-70-09 G. Administrative fee checks are due for each quarter as follows : lfi8~P'a~11r . f9~}?.;; :tIP:it~J~,i'.!I~ JUL 1 to SEP 30 OCT 31 OCT 1 to DEC 31 JAN 31 JAN 1 to MAR 31 APR 30 APR 1 to JUN 30 JUL 31 H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this contract. 16. Contract Management A . The primary Contractor Contract Manager for this Participating Addendum shall be as follows: Contractor: Name: Phone : E-Mail: Address: ShoreTel Inc. Holly Davis (408) 900-1195 hdavis@shoretel .com 960 Stewart Drive Sunnyvale, CA 94085 B. Should Contractor Contract Manager information change, the Contractor will provide written notice with the updated information to the State Contract Administrator no later than ten business days after the change . C. The State Contract Administrator for this Participating Addendum shall be as follows: Name : Phone: Fax: E-Mail : Address : Bonnie Bahnsen (916) 375-4383 (916) 375-4663 Bonnie.Bahnsen@dgs.ca.gov State of California Department of General Services Procurement Division 707 Third Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 D. Should State Contract Administrator information change , the State will provide written notice with the updated information to the Contractor Contract Manager no later than ten business days after the change. Page 6 of 7 . " : Participating Addendum No. 7-14-70-09 17. Termination of Agreement The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facil itate the orderly, nondis r upted business continuation of each party. This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective. 18. Amendment No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing , signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties. 19. Agreement A. This Participating Addendum and the Master Price Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written , with respect to the subject matter hereof. Terms and conditions inconsistent with , contrary or in addition to the terms and conditions of this Participating Addendum and the Master Price Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Price Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected . The terms and conditions of this Participating Addendum and the Master Price Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms. B. By signing below Contractor agrees to offer the same products/and or services as on the Utah WSCA-NASPO Master Price Agreement Number AR627, at prices equal to or lower than the prices on that contract. C . IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. STATE OF CALIFORNIA ShoreTel Inc. By: ~ls~ ~ame: Jim Butler -------------- Tit I e: Deputy Director Date: ~ 5' 1 ~\i By: Ltf?t=- Name : •. ~( ~lf2-t-v Title: ~' vvW ~5 Date: ?:/ ({Qd Cf . Page 7 of 7 STATE OF UTAH-STATE COOPERATIVE CONTRACT CONTRACT NUMBER AR627 I. CONTRACTING PARTIES: This State Cooperative Contract is between the Division of Purchasing and General Services (State), 3150 State Office Building, PO Box 141061, Salt Lake City, UT 84114-1061, an agency of the State of Utah, and the following CONTRACTOR: ShoreTel Inc. 960 Stewart Dr Sunnvvale City Name Address CA Stele 94085 Zip LEGAL STATUS OF CONTRACTOR D Sole Proprietor D Non-Profit Corporation 181 For-Profit Corporation 0 Partnership D Government Agency Contact Person Holly Davis Phone #408-900-1195 Fax #408-900-1195 Email hdavis@shoretcl.com Federal Tax ID# 770443568 Yendor#VCOOOOl82077 Commodity Code #20458, 20464, 20621, 20623. 20659, 83833,83800,88332,92000 2. GENERAL PURPOSE OF CONTRACT: The general oumose of this contract is to provide : Data communication equipment and services. A detailed list of awarded categories and subcategories are included in Attachment B -Scope of Work. ShorcTcl Inc. is authorized to provide equipment and services in the following categories: 5.3.0 Unified Communications. 3. CONTRACT PERIOD: Effective dale: June L 2014 Tennination date: May 31, 2019 unless tcnninatcdearly or extended in accordance with the tcnns and conditions of this contract. Renewal options (if any): NI A 4. PRICING AS PER THE ATTACHMENT C PAYMENT TERMS: Net 30 DAYS REQUIRED FOR DELIVERY: 30 days ARO MINIMUM ORDER: NIA FREIGHT TERMS: FOB Destination, Freight Prepaid 5. ATTACHMENT A: WSCA-NASPO Standard Contract Terms and Conditions ATTACHMENT B: Scope of Work ATTACHMENTC:~ ATTACHMENT D: Vendor's Response to Solicitation JPl4001. The parties hereby acknowledge and agree that any exceptions stated in attachment "D" -Vendor's Proposal Response have been removed and/or resolved between the panics. Any exception in attachment "D" arc explicitly NOT a part of this contract. Any conflicts between Attachment A and other Attachments will be resolved in favor of Attachment A. State specific Terms and Conditions will be found in the executed Participatlnf Addcndums. State Terms nnd Conditions In an executed Partlclpatln~ Addendum will tnke priority in the event of conflict between those terms nnd conditions and this Cooperative Contract. 6. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT A TT ACHED: a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract. State of Utah Contract Number AR627 Page 2 of 2 b. Utah State Procurement Code, Procurement Rules, CONTRACTOR'S response to Bid #JP14001 and JP14001-1 dated August 30, 2013 and December 2, 2013, and Bid #JP1400J and JP14001-1 dated August 30, 2013 and December 2, 20 I 3. IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. STATE OF UTAH Contractor's Signatu Date Director, Div. of Purclmsing & General vs . ~~,.-7);~, 1/,.d~ ~~ Type or Print Naeand Title > Rev OS114il l State of Utah Contract Number: AR627 ATTACHMENT A -WSCA-NASPO Terms and Conditions WSCA-NASPO Master Agreement Terms and Conditions 1. AGREEMENT ORDER OF PRECEDENCE: The Master Agreement shall consist of the following documents: 1. A Participating Entity's Participating Addendum ("PA"); 2. WSCA-NASPO Master Agreement Terms and Conditions; 3. The Statement of Work; 4. The Solicitation; and 5. Contractor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contractor's response to the Solicitation, or terms listed or referenced on the Contractor's website, in the Contractor quotation/sales order or in similar documents subsequently provided by the Contractor. 2. AMENDMENTS The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Contract Administrator. 3. ASSIGNMENT/SUBCONTRACI Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of the WSCA-NASPO Contract Administrator. 4. CANCELLATION Unless otherwise stated in the special terms and conditions, any Master Agreement may be canceled by either party upon 60 days notice, in writing, prior to the effective date of the cancellation. Further, any Participating State may cancel its 1 State of Utah Contract Number: AR627 participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation. Cancellation may be in whole or in part. Any cancellation under this provision shall not effect the rights and obligations attending orders outstanding at the time of cancellation, including any right of and Purchasing Entity to indemnification by the Contractor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contractor default may be immediate. 5. CONFIDENTIALITY, NON-DISCLOSURE AND INJUNCTIVE RELIEF 5. 1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing the Product under this Master Agreement, be exposed to or acquire information that is confidential to Participating Entity or Participating Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records, and (c) information concerning individuals, is confidential information of Participating Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (a) is or becomes (other than by disclosure by Contractor) publicly known; (b) is furnished by Participating Entity to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than · Participating Entity without the obligation of confidentiality, (e) is disclosed with the written consent of Participating Entity or; (f) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. 5.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the performance of this Master Agreement to Participating Entity hereunder, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Participating Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Participating Entity immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement and Contractor shall at its expense cooperate with Participating Entity in seeking injunctive or other equitable relief in the name of Participating Entity or Contractor against any such person. Except as directed by Participating Entity, Contractor will not at any time 2 State of Utah Contract Number: AR627 during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Participating Entity's request, Contractor shall turn over to Participating Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. 5.3 Injunctive Relief. Contractor acknowledges that breach of this Section, including disclosure of any Confidential Information, will cause irreparable injury to Participating Entity that is inadequately compensable in damages. Accordingly, Participating Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Participating Entity and are reasonable in scope and content. 6. DEBARMENT The contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. If the contractor cannot certify this statement, attach a written explanation for review by WSCA·NASPO. 7. DEFAULTS f:t REMEDIES a. The occurrence of any of the following events shall be an event of default under this Master Agreement: i. Nonperformance of contractual requirements; or ii. A material breach of any term or condition of this Master Agreement; or iii. Any representation or warranty by Contractor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or v. Any default specified in another section of this Master Agreement . b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or i n part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement . c. If Contractor is afforded an opportun i ty to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its 3 State of Utah Contract Number: AR627 obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by Law; and ii. Terminate this Master Agreement and any related Contracts or portions thereof; and iii. Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contractor from receiving future bid solicitations; and v. Suspend Contractor's performance; and vi. Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. 8. DELIVERY Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any Participating State agency or political subdivision. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the contractor. Responsibility and Liability for loss or damage shall remain the Contractor until final inspection and acceptance when responsibility shall pass to the Buyer except as to latent defects, fraud and Contractor's warranty obligations. The minimum shipment amount will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an order to be shipped without transportation charges that is back ordered shall be shipped without charge. 9. FORCE MAJEURE Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. WSCA-NASPO may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 10.GOVERNING LAW This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the state sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreement(s) shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the Master Agreement(s) or the effect of an Participating Addendum shall be in the Purchasing Entity's State. 11. INDEMNIFICATION The Contractor shall defend, indemnify and hold harmless WSCA- NASPO, the Lead State and Participating Entities along with their officers, agencies, and employees as well as any person or entity for which they may be liable from and against claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the 4 State of Utah Contract Number: AR627 performance under the Master Agreement. This section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement 12. INDEMNIFICATION -INTELLECTUAL PROPERTY The Contractor shall defend, indemnify and hold harmless WSCA-NASPO, the Lead State and Participating Entities along with their officers, agencies, and employees as well as any person or entity for which they may be liable ("Indemnified Party") from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim"). The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless: (1) the Product, system or method is: (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (2) it would be reasonably expected to use the Product in combination with such product, system or method. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. This section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 13. INDEPENDENT CONTRACTOR The contractor shall be an independent contractor, and as such shall have no authorization, express or implied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understanding whatsoever, and agrees not 5 State of Utah Contract Number: AR627 to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein. 14. INDIVIDUAL CUSTOMER Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Participating Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Participating Entity individually. 15. INSURANCE Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a) Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate; b) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Participating Entity by the Contractor. Prior to commencement of the work, Contractor shall provide to the Participating Entity a written endorsement to the Contractor's general liability insurance policy that (i) names the Participating Entity as an additional insured, (ii) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written notice, and (iii) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory. Contractor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be 6 State of Utah Contract Number: AR627 furnished within thirty (30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at State's sole option, result in this Master Agreement's termination. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement. 16. LAWS AND REGULATIONS Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 17. LICENSE OF PRE-EXISTING INTELLECTUAL .PROPERTY Contractor grants to the Participating Entity a nonexclusive, perpetual, royalty-free, irrevocable, unlimited license to publish, translate, reproduce, modify, deliver, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property"). The license shall be subject to any third party rights in the Pre-existing Intellectual Property . Contractor shall obtain, at its own expense, on behalf of the Participating Entity, written consent of the owner for the licensed Pre-existing Intellectual Property. 18. NO WAIVER OF SOVEREIGN IMMUNITY In no event shall this Master Agreement, any Participating Addendum or any contract or any purchase order issued thereunder, or any act of a Lead State or a Participating Entity, be a waiver by the Participating Entity of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or f ram the jurisdiction of any court. If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the Participating State. This section applies to a claim brought against the Participating State only to the extent Congress has appropriately abrogated the Participating State's sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 19. ORDER NUMBERS Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. 20. PARTICIPANTS WSCA-NASPO is the cooperative purchasing arm of the National Association of State Procurement Officials. It is a cooperative group contracting consortium for state government departments, institutions, agencies and political subdivisions (e.g., 7 State of Utah Contract Number: AR627 colleges, school districts, counties, cities, etc.,) for all 50 states, the District of Columbia and the organized US territories. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award(s) will be permissive. 21. ENTITY PARTICIPATION Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. 22.PAYMENT Payment for completion of a contract order is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. 23. PUBLIC INFORMATION This Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws. 24. RECORDS ADMINISTRATION AND AUDIT The contractor will maintain, or supervise the maintenance of all records necessary to properly account for the payments made to the contractor for costs authorized by this Master Agreement. These records will be retained by the contractor for at least four years after the Master Agreement terminates, or until all audits initiated within the four years have been completed, whichever is later. The contractor agrees to allow WSCA-NASPO, State and Federal auditors, and state agency staff access to all the records of this Master Agreement and any order placed under this Master Agreement, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment. 25.REPORTS and ADMINISTRATIVE FEES The contractor shall submit quarterly reports to the WSCA-NASPO Contract Administrator showing the quantities and dollar volume of purchases by each participating entity. The contractor must pay a WSCA-NASPO administrative fee of one quarter of one percent (.25%) in ac1::ordance with the terms and conditions of the Master Agreement. The WSCA- NASPO administrative fee shall be submitted quarterly and is based on sales of products and services. The WSCA-NASPO administration fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. 8 State of Utah Contract Number: AR627 Additionally, some States may require that an additional fee be paid directly to the State on purchases made by procuring entities within that State. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated in a Participating Addendum that is made a part of the Master Agreement. The contractor may adjust the Master Agreement pricing accordingly for purchases made by procuring agencies within the jurisdiction of the State. All such agreements may not affect the WSCA-NASPO administrative fee or the prices paid by the procuring agencies outside the jurisdiction of the State requesting the additional fee. 26. STANDARD OF PERFORMANCE AND ACCEPTANCE The Standard of Performance applies to all Product(s) purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Participating Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in the solicitation or the Participating Addendum, starting from the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the Standard of Performance during the initial period of Acceptance Testing, Participating Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the Standard of Performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the Standard of Performance issue(s). If after the cure period, the Product still has not met the Standard of Performance Participating Entity may, at its option: (1) declare Contractor to be in breach and terminate the Order; (2) demand replacement Product from Contractor at no additional cost to Participating Entity; or, (3) continue the cure period for an additional time period agreed upon by the Participating Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be accepted and no charges shall be paid until the Standard of Performance is met. The warranty period will begin upon Acceptance. 27. SYSTEM FAILURE OR DAMAGE In the event of system failure or damage caused by the Contractor or its Product, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity. 28. TITLE OF PRODUCT Upon Acceptance by the Participating Entity, Contractor shall convey to Participating Entity title to the Product free and clear of all liens, encumbrances, or other security interests.Transfer of title to the Product shall include an irrevocable and perpetual license to use the Embedded Software in the Product. If Participating Entity subsequently transfers title of the Product to another entity, Participating Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Participating Entity or Participating Entity's transferee. 9 State of Utah Contract Number: AR627 29. WAIVER OF BREACH Failure of Lead State or Participating Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement or Participating Addendum. 30. WARRANTY The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the Participating Entity has relied on the Contractor's skill or judgment, (d) the Product is designed and manufactured in a commercially reasonable manner, and (e) the Product is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Participating Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. See Attachment D · Vendor RFP Response for warranty details. 31. ASSIGNMENT OF ANTITRUST RIGHTS Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. Contractor shall require any subcontractors hired to perform any of Contractor's obligations, under this Master Agreement or Participating Addendum, to irrevocably assign to a Participating Entity, as third party beneficiary, any right, title or interest that has accrued or which may accrue in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1·15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the subcontractor for the purpose of carrying out the subcontractor's obligations to the Contractor in pursuance of this Master Agreement or Participating Addendum, including, at a 10 State of Utah Contract Number: AR627 Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 32. WSCA-NASPO eMARKET CENTER Awarded responders are required to participate in the WSCA-NASPO eMarket Center and, working through WSCA-NASPO's contractor (SciQuest), connect with the eMarket Center. The ideal situation would be to use either a hosted (by SciQuest) or Punchout Level 2 catalog configurations, but actual requirements will be determined by the Lead State Contract Administrator, WSCA-NASPO, WSCA -NASPO's contractor (SciQuest) and the awarded contractor, after award. Participation does not require an awarded responder to have any special level of technology or technological understanding. Definitions Acceptance -means a written notice from a purchasing entity to contractor advising Contractor that the Product has passed its Acceptance Testing. Acceptance of a product for which acceptance testing is not required shall occur following the completion of delivery, installation, if required, and a reasonable time for inspection of the product, unless the Purchasing Entity provides a written notice of rejection to contractor. Acceptance Testing· means the process for ascertaining that the Product meets the standards set forth in the section titled Standard of Performance and Acceptance, prior to Acceptance by the Purchasing Entity. Contractor· means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. Intellectual Property -means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. Lead State · means the State conducting this cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States. Master Agreement -means the underlying agreement executed by and between the Lead State, as WSCA-NASPO contract administrator, acting on behalf of WSCA-NASPO, and the Contractor, as now or hereafter amended. Order· means any purchase order, sales order, or other document used by a Participating Entity to order the Products. Participating Addendum · means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements ,e.g. ordering procedures specific to the Participating Entity, other terms and conditions. 11 State of Utah Contract Number: AR627 Participating Entity· means a state, or other Legal entity, properly authorized by a state to enter into the Master Agreement or Participating Addendum or who is authorized to order under the Master Agreement or Participating Addendum. Product· Any equipment, software (including embedded software), documentation, or deliverable supplied or created by the Contractor pursuant to this Master Agreement. WSCA-NASPO -is a cooperative group contracting consortium for state procurement officials, representing departments, institutions, agencies, and political subdivisions (i.e., colleges, school districts, counties, cities, etc.) for all states and the District of Columbia. WSCA· NASPO is a cooperative purchasing arm of the National Association of State Procurement Officials (NASPO). Additional Definitions and Alternative Terms for Consideration Below are additional definitions and alternative terms for consideration by the sourcing teams depending upon the nature of the solicitation and negotiations between the Contractor and Vendor. Embedded Software· means one or more software applications which permanently reside on a computing device. Machine Code -means microcode, basic input/output system code, utility programs, device drivers, diagnostics, and another code delivered with a computing device for the purpose of enabling the function of the computing device, as stated in its published specifications. (revised March 2013) 12 State of Utah Contract Number: AR627 ATTACHMENT A-WSCA-NASPO Terms and Conditions WSCA-NASPO Master Agreement Terms and Conditions 1. AGREEMENT ORDER OF PRECEDENCE: The Master Agreement shall consist of the following documents: 1. A Participating Entity's Participating Addendum ("PA"); 2. WSCA-NASPO Master Agreement Terms and Conditions; 3. The Statement of Work; 4. The Solicitation; and 5. Contractor's response to the Solicitation. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply, including terms and conditions listed in the Contractor's response to the Solicitation, or terms listed or referenced on the Contractor's website, in the Contractor quotation/sales order or in similar documents subsequently provided by the Contractor. 2. AMENDMENTS The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the WSCA-NASPO Contract Administrator. 3. ASSIGNMENT/SUBCONTRACT Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of the WSCA-NASPO Contract Administrator. 4. CANCELLATION Unless otherwise stated in the special terms and conditions, any Master Agreement may be canceled by either party upon 60 days notice, in writing, prior to the effective date of the cancellation. Further, any Participating State may cancel its 1 State of Utah Contract Number: AR627 participation upon 30 days written notice, unless otherwise limited or stated in the special terms and conditions of this solicitation. Cancellation may be in whole or in part. Any cancellation under this provision shall not effect the rights and obligations attending orders outstanding at the time of cancellation, including any right of and Purchasing Entity to indemnification by the Contractor, rights of payment for goods/services delivered and accepted, and rights attending any warranty or default in performance in association with any order. Cancellation of the Master Agreement due to Contractor default may be immediate. 5. CONFIDENTIALITY, NON-DISCLOSURE AND INJUNCTIVE RELIEF 5.1 Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing the Product under this Master Agreement, be exposed to or acquire information that is confidential to Participating Entity or Participating Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (a) any Participating Entity records, (b) personnel records, and (c) information concerning individuals, is confidential information of Participating Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (a) is or becomes (other than by disclosure by Contractor) publicly known; (b) is furnished by Participating Entity to others without restrictions similar to those imposed by this Master Agreement; (c) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (d) is obtained from a source other than Participating Entity without the obligation of confidentiality, (e) is disclosed with the written consent of Participating Entity or; (f) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. 5.2 Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the performance of this Master Agreement to Participating Entity hereunder, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Participating Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Participating Entity immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement and Contractor shall at its expense cooperate with Participating Entity in seeking injunctive or other equitable relief in the name of Participating Entity or Contractor against any such person. Except as directed by Participating Entity, Contractor will not at any time 2 State of Utah Contract Number: AR627 during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Participating Entity's request, Contractor shall turn over to Participating Entity all documents , papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. 5.3 Injunctive Relief. Contractor acknowledges that breach of this Section, including disclosure of any Confidential Information, will cause irreparable injury to Participating Entity that is inadequately compensable in damages. Accordingly, Participating Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Participating Entity and are reasonable in scope and content. 6. DEBARMENT The contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. If the contractor cannot certify this statement, attach a written explanation for review by WSCA-NASPO. 7. DEFAULTS a REMEDIES a. The occurrence of any of the following events shall be an event of default under this Master Agreement: i. Nonperformance of contractual requirements; or ii. A material breach of any term or condition of this Master Agreement; or iii. Any representation or warranty by Contractor in response to the solicitation or in this Master Agreement proves to be untrue or materially misleading; or iv. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or v. Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its 3 State of Utah Contract Number: AR627 obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: i. Exercise any remedy provided by law; and ii. Terminate this Master Agreement and any related Contracts or portions thereof; and iii. Impose liquidated damages as provided in this Master Agreement; and iv. Suspend Contractor from receiving future bid solicitations; and v. Suspend Contractor's performance; and vi. Withhold payment until the default is remedied. d. In the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. 8. DELIVERY Unless otherwise indicated in the Master Agreement, the prices are the delivered price to any Participating State agency or political subdivision. All deliveries shall be F.O.B. destination with all transportation and handling charges paid by the contractor. Responsibility and liability for loss or damage shall remain the Contractor until final inspection and acceptance when responsibility shall pass to the Buyer except as to latent defects, fraud and Contractor's warranty obligations. The minimum shipment amount will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an order to be shipped without transportation charges that is back ordered shall be shipped without charge . 9. FORCE MAJEURE Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. WSCA-NASPO may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 10.GOVERNING LAW This procurement and the resulting agreement shall be governed by and construed in accordance with the laws of the state sponsoring and administering the procurement. The construction and effect of any Participating Addendum or order against the Master Agreement(s) shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the Master Agreement(s) or the effect of an Participating Addendum shall be in the Purchasing Entity's State. 11. INDEMNIFICATION The Contractor shall defend, indemnify and hold harmless WSCA- NASPO, the Lead State and Participating Entities along with their officers, agencies, and employees as well as any person or entity for which they may be liable from and against claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the 4 State of Utah Contract Number: AR627 performance under the Master Agreement. This section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjuncti on with this Master Agreement 12 . INDEMNIFICATION -INTELLECTUAL PROPERTY The Contractor shall defend, indemnify and hold harmless WSCA-NASPO, the Lead State and Participating Entities along with their officers, agencies , and employees as well as any person or entity for which they may be liable ("Indemnified Party") from and against claims , damages or causes of action including reasonable attorneys' fees and related costs ari sing out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim"). The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless: (1) the Product, system or method is: (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (2) it would be reasonably expected to use the Product in combination with such product, system or method. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim , it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense , information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of t he Intellectual Property Claim. This section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 13. INDEPENDENT CONTRACTOR The contractor shall be an independent contractor, and as such shall have no authorization, express or i mplied to bind WSCA-NASPO or the respective states to any agreements, settlements, liability or understand i ng whatsoever , and agrees not 5 State of Utah Contract Number: AR627 to perform any acts as agent for WSCA-NASPO or the states, except as expressly set forth herein. 14. INDIVIDUAL CUSTOMER Except to the extent modified by a Participating Addendum, each Participating Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or to recover any costs allowed in the Master Agreement and applicable Participating Addendum for their purchases. Each Participating Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Participating Entity individually. 15. INSURANCE Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Participating Entity's state and having a rating of A·, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or at a Participating Entity's option, result in termination of its Participating Addendum. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: a) Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate; b) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Participating Entity by the Contractor. Prior to commencement of the work, Contractor shall provide to the Participating Entity a written endorsement to the Contractor's general liability insurance policy that (i) names the Participating Entity as an additional insured, (ii) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating Entity has been given at least thirty (30) days prior written notice, and (iii) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of the Participating Entity as secondary and noncontributory. Contractor shall furnish to Participating Entity copies of certificates of all required insurance within thirty (30) calendar days of the Participating Addendum's effective date and prior to performing any work. Copies of renewal certificates of all required insurance shall be 6 State of Utah Contract Number: AR627 furnished within thirty (30) days after renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at State's sole option, result in this Master Agreement's termination. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement. 16. LAWS AND REGULATIONS Any and all supplies, services and equipment offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 17. LICENSE OF PRE-EXISTING INTELLECTUAL.PROPERTY Contractor grants to the Participating Entity a nonexclusive, perpetual, royalty-free, irrevocable, unlimited license to publish, translate, reproduce, modify, deliver, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it ("Pre-existing Intellectual Property"). The license shall be subject to any third party rights in the Pre-existing Intellectual Property. Contractor shall obtain, at its own expense, on behalf of the Participating Entity, written consent of the owner for the licensed Pre-existing Intellectual Property. 18. NO WAIVER OF SOVEREIGN IMMUNITY In no event shall this Master Agreement, any Participating Addendum or any contract or any purchase order issued thereunder, or any act of a Lead State or a Participating Entity, be a waiver by the Participating Entity of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. '- If a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the Participating State. This section applies to a claim brought against the Participating State only to the extent Congress has appropriately abrogated the Participating State's sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 19. ORDER NUMBERS Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. 20. PARTICIPANTS WSCA-NASPO is the cooperative purchasing arm of the National Association of State Procurement Officials. It is a cooperative group contracting consortium for state government departments, institutions, agencies and political subdivisions (e.g., 7 State of Utah Contract Number: AR627 colleges, school districts, counties, cities, etc.,) for all 50 states, the District of Columbia and the organized US territories. Obligations under this Master Agreement are limited to those Participating States who have signed a Participating Addendum where contemplated by the solicitation. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Unless otherwise specified in the solicitation, the resulting award(s) will be permissive. 21. ENTITY PARTICIPATION Use of specific WSCA-NASPO cooperative Master Agreements by state agencies, political subdivisions and other entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. 22.PAYMENT Payment for completion of a contract order is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. 23. PUBLIC INFORMATION This Master Agreement and all related documents are subject to disclosure pursuant to the Participating Entity's public information laws. 24. RECORDS ADMINISTRATION AND AUDIT The contractor will maintain, or supervise the maintenance of all records necessary to properly account for the payments made to the contractor for costs authorized by this Master Agreement. These records will be retained by the contractor for at least four years after the Master Agreement terminates, or until all audits initiated within the four years have been completed, whichever is later. The contractor agrees to allow WSCA-NASPO, State and Federal auditors, and state agency staff access to all the records of this Master Agreement and any order placed under this Master Agreement, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment. 25.REPORTS and ADMINISTRATIVE FEES The contractor shall submit quarterly reports to the WSCA-NASPO Contract Administrator showing the quantities and dollar volume of purchases by each participating entity. The contractor must pay a WSCA·NASPO administrative fee of one quarter of one percent (.25%) in accordance with the terms and conditions of the Master Agreement. The WSCA- NASPO administrative fee shall be submitted quarterly and is based on sales of products and services. The WSCA-NASPO administration fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. 8 State of Utah Contract Number: AR627 Additionally, some States may require that an additional fee be paid directly to the State on purchases made by procuring entities within that State. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated in a Participating Addendum that is made a part of the Master Agreement. The contractor may adjust the Master Agreement pricing accordingly for purchases made by procuring agencies within the jurisdiction of the State. All such agreements may not affect the WSCA-NASPO administrative fee or the prices paid by the procuring agencies outside the jurisdiction of the State requesting the additional fee. 26. STANDARD OF PERFORMANCE AND ACCEPTANCE The Standard of Performance applies to all Product(s) purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Participating Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in the solicitation or the Participating Addendum, starting from the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the Standard of Performance during the initial period of Acceptance Testing, Participating Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the Standard of Performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the Standard of Performance issue(s). If after the cure period, the Product still has not met the Standard of Performance Participating Entity may, at its option: (1) declare Contractor to be in breach and terminate the Order; (2) demand replacement Product from Contractor at no additional cost to Participating Entity; or, (3) continue the cure period for an additional time period agreed upon by the Participating Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be accepted and no charges shall be paid until the Standard of Performance is met. The warranty period will begin upon Acceptance. 27. SYSTEM FAILURE OR DAMAGE In the event of system failure or damage caused by the Contractor or its Product, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity. 28. TITLE OF PRODUCT Upon Acceptance by the Participating Entity, Contractor shall convey to Participating Entity title to the Product free and clear of all liens, encumbrances, or other security interests.Transfer of title to the Product shall include an irrevocable and perpetual license to use the Embedded Software in the Product. If Participating Entity subsequently transfers title of the Product to another entity, Participating Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Participating Entity or Participating Entity's transferee. 9 State of Utah Contract Number: AR627 29. WAIVER OF BREACH Failure of Lead State or Participating Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State or Participating Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or breach of any terms or requirements shall not be construed or operate as a waiver of any subsequent def a ult or breach of such term or requirement, or of any other term or requirement under this Master Agreement or Participating Addendum. 30. WARRANTY The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the Participating Entity has relied on the Contractor's skill or judgment, (d) the Product is designed and manufactured in a commercially reasonable manner, and (e) the Product is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Participating Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. See Attachment D -Vendor RFP Response for warranty details. 31. ASSIGNMENT OF ANTITRUST RIGHTS Contractor irrevocably assigns to a Participating Entity any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. Contractor shall require any subcontractors hired to perform any of Contractor's obligations, under this Master Agreement or Participating Addendum, to irrevocably assign to a Participating Entity, as third party beneficiary, any right, title or interest that has accrued or which may accrue in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the subcontractor for the purpose of carrying out the subcontractor's obligations to the Contractor in pursuance of this Master Agreement or Participating Addendum, including, at a 10 State of Utah Contract Number : AR627 Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 32. WSCA-NASPO eMARKET CENTER Awarded responders are required to participate in the WSCA-NASPO eMarket Center and, working through WSCA-NASPO's contractor (SciQuest), connect with the eMarket Center. The ideal situation would be to use either a hosted (by SciQuest) or Punchout Level 2 catalog configurations, but actual requirements will be determined by the Lead State Contract Administrator, WSCA-NASPO, WSCA-NASPO's contractor (SciQuest) and the awarded contractor, after award. Participation does not require an awarded responder to have any special level of technology or technological understanding. Definitions Acceptance -means a written notice from a purchasing entity to contractor advising Contractor that the Product has passed its Acceptance Testing. Acceptance of a product for which acceptance testing i s not required shall occur following the completion of delivery, installation, if required, and a reasonable time for inspection of the product, unless the Purchasing Entity provides a written notice of rejection to contractor. Acceptance Testing -means the process for ascertaining that the Product meets the standards set forth in the section titled Standard of Performance and Acceptance, prior to Acceptance by the Purchasing Entity. Contractor -means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. Intellectual Property -means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. Lead State -means the State conducting this cooperative solicitation and centrally administering any resulting Master Agreement with the permission of the Signatory States. Master Agreement -means the underlying agreement executed by and between the Lead State, as WSCA-NASPO contract administrator, acting on behalf of WSCA-NASPO , and the Contractor, as now or hereafter amended. Order -means any purchase order, sales order, or other document used by a Participating Entity to order the Products. Participating Addendum -means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements ,e.g. ordering procedures specific to the Participating Entity, other terms and conditions. 11 State of Utah Contract Number: AR627 Participating Entity -means a state, or other legal entity, properly authorized by a state to enter into the Master Agreement or Participating Addendum or who is authorized to order under the Master Agreement or Participating Addendum. Product -Any equipment, software (including embedded software), documentation, or deliverable supplied or created by the Contractor pursuant to this Master Agreement. WSCA-NASPO -is a cooperative group contracting consortium for state procurement officials, representing departments, institutions, agencies, and political subdivisions (i.e., colleges, school districts, counties, cities, etc.) for all states and the District of Columbia. WSCA- NASPO is a cooperative purchasing arm of the National Association of State Procurement Officials (NASPO). Additional Definitions and Alternative Terms for Consideration Below are additional definitions and alternative terms for consideration by the sourcing teams depending upon the nature of the solicitation and negotiations between the Contractor and Vendor. Embedded Software -means one or more software applications which permanently reside on a computing device. Machine Code -means microcode, basic input/output system code, utility programs, device drivers, diagnostics, and another code delivered with a computing device for the purpose of enabling the function of the computing device, as stated in its published specifications. (revised March 2013) 12 AITACHMENT B: SHORETEL STATEMENT OF WORK Categories authorized under this contract: 5.3.0 UNIFIED COMMUNICATIONS (UC) -A set of products that provides a consistent unified user interface and user experience across multiple devices and media types. Unified Communications that is able to provide services such as session management, voice, video, messaging, mobility, and web conferencing. It can provide the foundation for advanced unified communications capabilities of IM and presence-based services and extends telephony features and capabilities to packet telephony network devices such as IP phones, media processing devices, Voice over IP (VoIP) gateways, and multimedia applications. Additional services, such as unified messaging, multimedia conferencing, collaborative contact centers, and interactive multimedia response systems, are made possible through open telephony APls. General UC solution capabilities should include: High Availability for Call Processing Hardware Platform High Availability Network Connectivity High Availability Call Processing Redundancy 5.3.0.1 IP Telephony -Solutions utilized to provide the delivery of the telephony application (for example, call setup and teardown, and telephony features) over IP, instead of using circuit-switched or other modalities. Capabilities should include: Support for analog, digital, and IP endpoints Centralized Management Provide basic hunt group and call queuing capabilities Flexibility to configure queue depth and hold time, play unique announcements and Music on Hold (MoH), log in and log out users from a queue and basic queue statistics (from the phone E911 Support 5.3.0.2 Instant messaging/ Presence -Solutions that arrow communication over the Internet that offers quick transmission of text-based messages from sender to receiver. In push mode between two or more people using personal computers or other devices, along with shared clients, instant messaging basically offers real- time direct written language-based on li ne chat. Instant messaging may also provide video calling , file sharing, PC-to-PC voice calling and PC-to-regular- phone calling. 5.3.0.3 Unified messaging -Integration of different electronic messaging and communications media (e-mail, SMS, Fax, voicemail, video messaging, etc .) technologies into a single interface , accessible from a variety of different devices. Ability to access and manage voice messages in a variety of ways, using email inbox, Web browser, desktop client, VoIP phone, or mobile phone Visual Voicemail Support (Optional) 5.3.0.4 Contact Center -A computer-based system that provides call and contact routing for high-volume telephony transactions, with specialist answering "agent" stations and a sophisticated real-time contact management system. The definition includes all contact center systems that provide inbound contact handling capabilities and automatic contact distribution, combined with a high degree of sophistication in terms of dynamic contact traffic management. 5.3.0.5 Communications End Points and Applications Attendant Consoles IP Phones 5.3.0 .6 UC Network Management -Provides end-to-end service management for Unified Communications . Capabilities include testing , performance monitoring, configuration management, and business intelligence reporting . 5.3.0.7 Collaboration -Voice, video, and web conferencing ; messaging ; mobile applications; and enterprise social software . 5.3.0.8 Collaboratlve Video -A set of immersive video technologies that enable people to feel or appear as if they were present in a location that they are not physically in . lmmersive video consists of a multiple codec video system, where each meeting attendee uses an immersive video room to "dial in" and can see/talk to every other member on a screen (or screens) as if they were in the same room and provides call control that enables intelligent video bandwidth management. 5.3.0.8.1 Content Delivery Systems (COS) -A large distributed system of servers deployed in multiple data centers connected by the Internet. The purpose of the content delivery system is to serve content to end-users with high ava il ability and high performance . CDSs serve content over the Internet, including web objects (text, graphics , URLs, and scripts}, downloadable objects (media files , software, documents), applications (e-commerce, portals}, live streaming media, on-demand streaming media , and social networks. 5.3.0.8.2 Physical Security-Technology utilized to restricting physical access by unauthorized people to controlled facilities. Technologies include : a . Access control systems b. Detection/Identification systems , such as surveillance systems , closed circuit television cameras , or IP camera networks and the associated monitoring systems. c . Response systems such as alert systems, desktop monitoring systems , radios , mobile phones , IP phones, and d igital signage d. Building and energy controls STATE OF UTAH CONTRACT NUMBER -AR627 Attachment C -Pricing Solicitation Number JP14001 WSCA-NASPO Data Communications RFP Vendor Name: ShoreTel RFP Product Categories: Minimum Discount Percentage: 5.3.0 UNIFIED COMMUNICATIONS (UC) Discount% 35 Current ShoreTel Inc. pricing sheets, approved by the State of Utah, can be found at the following web link: SHORETEL PRICING SHEETS CLICK HERE IMPORTANT: The minimum discount percentage listed in this attachment is for general informational purposes only and may not apply to every line item authorized under this contract. For specific item pricing, please refer to the contract price list weblink provided in this document. Vendors are required to post state specific pricing on their hosted website or through the WSCA-NASPO eMarket center as required by solicitation J P14001, in addition to the vendor pricing sheets approved and hosted by the State of Utah's master contract summary sheet. The State of Utah vendor pricing sheets will serve as the approved base price and do not include any applicable state specific administrative fees. State specific pricing, hosted on the vendor website or WSCA-NASPO eMarketcenter may reflect authorized state specific administrative fees . No other fees are authorized under this contract. Pricing audits may be conducted at any time by the State of Utah, WSCA-NASPO, or 3rd party audit provider to ensure accurate pricing . Per Solicitation JP14001, the following pricing/product requirements and instructions apply : 1.11 Pricing Structure Pricing Structure: Pricing for the WSCA-NASPO Master Agreements shall be based on the Percent Discount off the current global MSRP Schedule applicable to United States customers. 1.12 Price Guarantee Period Price Guarantee Period: The Data Communication Provider's Discount rate shall remain in effect for the term of the WSCA-NASPO Master Price Agreement. 1.13 Price Escalation Equipment, Supplies and Services: Data Communications provider may update the pricing on their MSRP price list one time every year after the first year of the original contract term. The WSCA-NASPO Contract Admin istrator will review a documented request for a Price Schedule price list adjustment only after the Price Guarantee Period. 1.14 Price Reductions 1 In the event of a price decrease in any category of product at any time during the contract in a Provider's Price Schedule, including renewal options, the WSCA-NASPO Contract Administrator shall be notified immediately. All Price Schedule price reductions shall be effective upon the notification provided to the WSCA-NASPO Master Agreement Administrator. 1.20 WSCA Administrative Fee The Contracted Supplier must pay a WSCA-NASPO administrative fee of one quarter of one percent (.025%) in accordance with the terms and conditions of the contract. The WSCA-NASPO administrative fee shall be submitted quarterly and is based on the actual sales of all products and services in conjunction with your quarterly reports. The WSCA-NASPO administrative fee must be included when determining the pricing offered . The WSCA-NASPO administrative fee is not negotiable and shall not be added as a separate line item on an invoice. Additionally, some WSCA-NASPO participating entities may require that an administrative fee be paid directly to the WSCA-NASPO participating entity on purchases made by purchasing entities within that State . For all such requests , the fee percentage, payment method and payment schedule for the participating entity's administrative fee will be incorporated in the Participating Addendum . Data Communications Provider will be held harmless, and may adjust (increase) the WSCA-NASPO Master Agreement pricing by the fee percentage for that participating entity accordingly for purchases made by purchasing entities within the jurisdiction of the State. All such agreements may not affect the WSCA- NASPO fee or the prices paid by the purchasing entities outside the jurisdiction of the participating entities requesting the additional fee. 5.3.2 ADDING PRODUCTS The ability to add new equipment and services is for the convenience and benefit of WSCA-NASPO, the Participating States, and all the Authorized Purchasers. The intent of this process is to promote "one-stop shopping" and convenience for the customers and equally important, to make the contract flexible in keeping up with rapid technological advances . The option to add new product or service categories and/items will expedite the delivery and implementation of new technology solutions for the benefit of the Authorized Purchasers . After the contracts are awarded, additional IT product categories and/or items may be added per the request of the Contractor, a Participating State, an Authorized Purchaser or WSCA-NASPO. Additions may be ad hoc and temporary in nature or permanent. All additions to an awarded Contractor or Manufacturer's offerings must be products , services, software, or solutions that are commercially available at the time they are added to the contract award and fall within the original scope and intent of the RFP (i .e., converged technologies, value adds to manufacturer's solution offerings, etc.). 5.3.2.1 New Product from Contractors -If Contractor, a Participating State, an Authorized Purchaser or WSCA-NASPO itself requests to add new product categories permanently, then all awarded Contractors (Manufacturers) will be notified of the proposed change and will have the opportunity to work with WSCA to determine applicability, introduction, etc. Any new products or services must be reviewed and approved by the WSCA-NASPO Contract Administrator . 5.3.2.2 Ad Hoc Product Additions -A request for an ad hoc, temporary addition of a product category/item must be submitted to WSCA-NAPOS via the governmental entity's contracting/purchasing officer. Ad hoc, temporary requests will be handled on a case-by-case basis. 5.3.2.3 Pricellst Updates -As part of each Contractor's ongoing updates to its pricelists throughout the contract term , Contractor can add new SKUs to its awarded product categories that may have been developed in-house or obtained through mergers, acquisitions or joint ventures; provided, however, that such new SKUs fall within the Contractor's awarded product categories . 2 MFQPart Qty Number Description 8 SH0-10523 Voice Switch -STSOA 1 SH0-10527 Voice Switch -ST200 23 SH0-10546 IP Phone IP 420g . 247 SH0-10497 Shorelel IP Phone IP480g 23 SH0-30145 Connect ONSITE Courtesy ricense 245 SH0-30 14 7 Con nect ONS IT E Esse ntia ls license bundle 2 SH0 -30148 Connect O NSIT E Standard license bundle 1 SH0-21020 Distributed Voice Service license 8 SH0-30044 Additiona l Site License 9 SH0-10223 19" Relay Rach Shelf for 1 /2 Shoregear Unit Pricing Information per Shore Te l Price File Febru ary 2017 Mite! Networks, Inc. CURREN T EXP IRATION \I w H OlfJ DOC!Jt~ENTS INC FPTIOH: hllH' UI 7:0!4 '.,· y t ~.~,! Category Hardware Hardware Hardw are Hardware License license license License license Hardwore /· h Shoretel Unit Shoretel List NASPO Unit NASPO Packet Fusion List Price Extended Price Discounted Extended Extended Price Price $ 2.000.00 $ 16,000.00 $ 1,300 .00 $ 10 ,400.00 $ 9,067.43 $ 4,500.00 $ 4,500.00 $ 2.925.00 $ 2.925.00 $ 2.550.21 $ 219.00 $ 5.037.00 $ 142.35 $ 3.274.05 $ 2.854.5 4 $ 369 .00 $ 91,1 43.00 $ 239.85 $ 59 .242.95 $ 51.652.05 $ 99.00 $ 2.277 .00 $ 64.35 $ 1,480.05 $ 1,290.41 $ 199 .00 $ 48.755.00 $ 129.35 $ 3 1,690.75 $ 27.630. I 6 $ 299.00 $ 598.00 $ 194.35 $ 388.70 $ 338.90 $ 995.00 $ 995.00 $ 646.75 $ 646.75 $ 563.88 $ 495.00 $ 3,9 60.00 $ 32 1.75 $ 2,574.00 $ 2.244.19 $ 115.00 $ 1,035.00 $ 74.75 $ 672.75 $ 586.55 s 174,300.00 113,295.00 98,778.32 Discount from Shoretel List 35% 43% M ite[ CON '.'"ACT INFOPMATtON 9 29 PAR""IC.IPAT!NG ADDENDA [j 0 .;·.,~. t I ~ Jot-a" Aasnc,rn·_,j;l'"""'l't':'I .:clT' 0 ,.. ....... , ,he,r,.t::" ,:o,n PACKETFUSION •••••••••••••••••• PROJECT MANAGEMENT STRATEGY & SCOPE OF WORK This contract is awarded in response to The City of Cupertino (Customer) Request for Proposal (RFP) for the "Installation of a new Telecommunications Platform ". The RFP, Packet Fusion , lnc.'s RFP response , Appendices, Schedules, Addenda and written modifications (including emails) are incorporated , by reference, into the SOW as indicative of the overall scope of work under which the Vendor is awarded the contract (and as a material inducement for Customer to enter into contract), further defining the contractual responsibilities of each party . Packet Fusion , Inc . is sometimes referred to herein as "Packet Fusion ", "Vendo r", "PFI ", "we ", "us ", "our" and/or "ours ". The City of Cupertino is sometimes referred to herein as "Customer", "you " or "COC ". PROJECT MANAGEMENT STRATEGY The quality of the Project execution will influence the end users ' perception of Packet Fusion 's competence and capabilities long after the Installation is completed. Therefore, Packet Fusion Project Management utilizes a process with seventeen critical events that must occur on any Project to guarantee a successful completion , which means on time , and providing quality service. The critical events are : *SCOPE OF WORK REVIEW The Packet Fusion Project Manager reviews the approved contract in its entirety. The Packet Fusion Project Manager is responsible to execute the terms and conditions of the implementation , therefore a detailed understanding of the scope of the project must be clear up front. *ASSIGN RESOURCES The Packet Fusion Project Manager determines the skill set requirements and quantity of the project team members. The appropriate team members are assigned and provided the project details and each team member's responsibility is defined. *PACKET FUSION INTERNAL HAND-OFF MEETING The Packet Fusion Project Manager schedules and chairs a meeting with the Installation team members and the Sales/Design team . At this time , the scope of the project is reviewed in detail to be sure the Installation team has a clear understanding of the project. The Installation team member roles, and responsibilities are reviewed to be sure every detail is covered and assigned to an Installation team member. Also, at this meeting it is determined who needs to participate in the Customer hand-off meeting and the agenda is reviewed . *CUSTOMER HAND-OFF MEETING The Customer hand-off meeting provides an opportunity to review signed scope of work, make introductions, explain Project activities and processes, establish ground rules for the Project, and define roles and responsibilities. It also provides a means of eliminating the potential for misunderstandings by requiring participants to discuss and agree to schedules and milestones before the Project begins . Status meetings are now scheduled . *PREPARE MASTER SCHEDULE/ TIME LINE A master schedule and sub schedule will be developed for all Project activities. These schedules show start and completion dates, as well as Project milestones. The schedule is developed in cooperation with the customer to minimize disruptions to the customer's business. Once established, any changes to the master schedule need to be discussed and approved jointly during project reviews. The customer and all Installation team members will be provided the master schedule and any corrections . *VERIFY MATERIAL Each of the equ ipment items specified in the contract is tracked to ensure the proper quantities are delivered and installed. Any variations determined during database collection and floor plan review will be reconciled utilizing Job Change Orders signed by both the Customer contact and the Project Manager to ensure an agreement has PACKETFUSION •••••••••••••••••• BRINGING VOICE & DATA TOGETHER PAGE 1 PACKETFUSION •••••••••••••••••• been made regarding a delivery date of said JCO . The Pro j ect Manager will keep a Job Change Order log for review at any given time during the implementation. *CUSTOMER REQUIREMENT DATA GATHERING Database collection and floor plan review are two of the most critical elements of the installation. The steps and process associated with these activit i es will be discussed at the Customer Hand-Off Meeting . If necessary, follow up meetings to plan this will be done . During this phase of the installation many things are being identified , such as customer's new directory , call flow , set locations , etc. *NETWORK SERVICES Based on the customer requirements , all required services must be ordered and installation dates coordinated with the ShoreTel installation . *NETWORK INFRASTRUCTURE READINESS If a Network Assessment is purchased , the Packet Fusion Project Manager will coordinate the completion of the Network Assessment. The Network Assessment will give an opportunity for both Packet Fusion and the Customer to test the strengths and weakness , and to demonstrate how the overall performance and design can be improved (if necessary). After the completion of said assessment Packet Fusion and the Customer will review and audit of all . network areas that will be affected by this deployment. If a Network Assessment is not purchased , Packet Fus ion has 4 hours allocated to consult with the customer on their Network environment. All time spent troubleshooting network issues above and beyond the consultation , will be billed on a Time and Materials basis. *INVENTORY EQUIPMENT The physical inventory of the equ ipment received must be completed. The Project Manager and warehouse personnel will review all equipment and sign off on the equipment to be delivered and to which facility . The project manager will ensure proper access for the delivery to customer site once a secure room is ident ified . *INSTALLATION/SYSTEM PROGRAMMING Racking and Stacking of equipment must be coordinated to complete at the appropriate times to meet the testing and go live schedule. The programming of the ShoreTel must also be completed in the appropriate timeframe. Set des ignations need to be prepared and set build outs completed. Thorough testing of the system must be conducted prior to the cutover, including the ShoreTel , ancillary equipment and telephones . ShoreTel testing is done in advance of all other Shore Tel dependent activities, such as training . A test plan will be developed and the appropriate manpower required secured by the Packet Fusion Project Manager. *CUSTOMER TRAINING Proper customer training is an important element of a successful installation . The Packet Fusion Project Manager will establish the training schedule , ensure the training room is prepared and provide the trainer the appropriate system information. The project manager must keep the customer contact informed if users fail to attend training . *GO LIVE Cutover is the point at which the system is placed into service . This is the most visible moment of the project. The Packet Fusion Project Manager will have a cutover plan , which defines all assignments and responsibilities associated with this activity . *POST GO LIVE The Packet Fusion Project Manager will establish a Help Desk procedure for the end users to contact with questions or problems for the specified t ime determined in the contract. Technicians and tra iners will be available for coverage . An open issues list is developed . Any changes will be identified and scheduled for completion . System Administration training is conducted. *JOB RECONCILIATION The Packet Fusion Project Manager reviews all open issues to be sure completed . All aspects of the Solution are reviewed by the Packet Fusion Project Manager for accuracy. The Packet Fusion Project Manager obtains the customer acceptance of the completion of the project. PACKETFUSION •••••••••••••••••• BR I NG ING VOICE & DATA TOG ETH ER PAGE 2 PACKETFUSION •••••••••••••••••• *POST CUTOVER HAND-OFF MEETING The Packet Fusion Project Manager arranges a meeting to introduce the appropriate service personnel to the customer so the protocols set forth by Packet Fusion can reviewed . How to place: (a) add, move and change; (b) repair procedures; and (c) escalation procedures with all appropriate telephone numbers. CLOSE OUT PROJECT Installation & Training Plan Packet Fusion will utilize Microsoft Project and/or SharePoint throughout the entire project. The project plan will include individual tasks (pre-installation, site survey, installation, Train-the-Trainer training and post installation); timing for those tasks; resources and dates. Packet Fusion believes in setting clear , attainable goals from the outset. A clear strategy and project plan with well-defined objectives and outcomes will help keep the project team focused and on track . One of the first steps in any project is establishing mutually-agreed upon and well-defined-scope . Packet Fusion will assign an experienced Project Manager and a Senior Engineer. The project team members begin immediately to build a strong partnership with their client that will last throughout the lifecycle of the project , including ongoing support . The goal is a single integrated team of Packet Fusion and the Customer's staff. Packet Fusion follows a structured project preparation plan and uses pre-configured solution components (documentation and design concepts) that enable rapid progress. Our creative approach to resolving technical and functional issues during the project is critical during the design and configuration , integration , conversion, parallel run and cut-over stages . Throughout , every effort is made to capitalize on the available functionality and create operational efficiencies while supporting our clients' business needs. All equipment and associated labor costs have been provided throughout our RFP response . IMPLEMENTATION / INSTALLATION Here are our standard procedures: Cutover -transparency -The success of a telephony installation ultimately relies on strength of the team assembled. A strong project plan and the resources to accomplish this plan, is paramount. Packet Fusion is extremely flexible and will work together with the CUSTOMER to put together a project plan to match the CUSTOMER 'S expectations/requirements. Responsibility -The selected vendor is solely responsible for the complete turn-key engineering of the new telecommunications system and all interconnecting facilities . Initial Work -Packet Fusion , Inc . will perform needs analysis , station reviews , data base preparation, and original program initializations . Te/co Coordination -The CUSTOMER will coordinate the ordering of all long-distance and local communications facilities as deemed necessary. Packet Fusion 's Project Manager will be included in the process to ensure smooth transition, if needed . Transparency -It is essential that the installation of the new system be as transparent as poss ible to the users . There should be no telephone service interruptions , no interim changes in dialing procedures , and no perceived degradation in the quality of service. PACKETFUSION •••••••••••••••••• BR I NGING VOICE & DATA TOGETHER PAGE 3 PACKETFUSION •••••••••••••••••• Project Plan Deliverables -Packet Fusion, Inc. will supply a complete description of the key activities required for the installation of the proposed system in writing along with a mutually agreed upon acceptance checklist throughout the process/project. Project Organization Chart -Packet Fusion , Inc. will provide a project organization chart with the reporting relationships of project team members and other key personnel. An escalation matrix will also be included . Customer Infrastructure -The CUSTOMER w ill provide required cross-connect fields , patch panels , re-use of existing patch cords , power, and cooling . Interconnection -Packet Fusion , Inc . will be responsible for interconnection of all newly supplied equipment, including customer supplied pa tch cords, patching , cross -connecting , plugging , telco terminations , specialty wire harnesses, amphenol ta ils , any required analog station patch panels or termination blocks , and any additional cables or wires required to connect the new telephone system to the CUSTOMER 's house cable. Software Version -will implement the most recent and stable version of all supplied software . If manufacturer releases a software update to fix flaws , bugs , or security during the installation timeframe Packet Fusion will update CUSTOMER 's system at the earliest reasonable opportunity during a scheduled maintenance window . This maintenance window will be scheduled after hours for service impacting upgrades to operational and partially deployed system . Project Team CEO: Sales/ Project Management: Sales/ Project Management: Project Management: Lead Pre-Sales Engineer: Lead Technician/ Sr. Engineer: 2nd Technician/ Engineer: Project Meetings Matthew Pingatore Craig Tetschlag Kevin Doohan Lorraine Perez John Ghyselinck Matt Zellhart Sushant Shirodkar Weekly progress meetings are extremely important for a successful implementation . Based on our experience , Tuesday or Wednesday works the best for these meetings . All resources provided in the PFI solution will be available for weekly meetings where notes w ill be taken and status given of all outstanding issues along with their proposed resolution and time frames. Installation Timeframes For an installation of this size and comple xity , 60-120 days from contract signing is needed to complete the tasks at hand. We will define a t imeline specific to the project once a configuration has been set. 60 days is a perfect world , if for some reason this needs to be condensed , we can reach a mutually acceptable timeframe and make it part of the contract. Database Gathering A crucial component of the success of the installation is the database . A Systems Design Specialist , (SOS) will work with the CUSTOMER to gather the complete database . Every phone in the entire network will be visited and documented as to the current and future programming needs. A cut-sheet will then be created based on this information , which the customer will ultimately sign off on . We would like to have this information 2 weeks prior to cutover. Follow Up W ithin 2 weeks after cut over , a meet ing will be held to "accept" the system . All items from the proposal and contract are to be fulfilled by th is time . Meetings with the customer from this point forward will be held to review any projects in place and future needs, on a scheduled basis . Training End User Training: Will be held on site in a designated conference room . These classes will be held the wee k pr ior to the cutover. 10-15 live and operational phones will be in this conference room for training . Each class PACK ETFUSION •••••••••••••••••• BRINGING VOICE & DATA TOGETHER PAGE 4 PACKE TFUSION •••••••••••••••••• lasts 1-1 .5 hours and covers phone and voice mail usage . The CUSTOMER 'S employees will be empowered to transfer, conference , intercom, place calls on and off hold , and have all questions answered in the training classes . On the day of cutove r , we will have Packet Fus ion 's Trainer , Project Manager, Engineers and Sales Team walking around the site to ensure all the CUSTOMER 'S employees are able to use their new ShoreTel phone system immediately. Administrator Training: The week after cutover we will train 2-3 of the CUSTOMER 'S employees on how to adm inister the phone system . This class will be a 4-6 hour class and the cost for this has been included in our proposal. Of course , if customer's team has questions prior to their training , PFI will be happy to assist. Packet Fusion, Inc. encourages our customers to get involved . Because of the simplicity of the ShoreTel architecture it is now a reality for customer to be self-maintained . Days of proprietary programming languages and archaic interfaces are a thing of the past. We ask the customer to participate in the installation and learn the Shore Tel system. This enables them to be comfortable with the day to day administration of the system. Please also refer to the Excel Workbook (Installation Project Plan Acceptance Cutsheet) included for detailed check lists, PFI Project Management and the SAMPLE project plan for what a project like this will look like. !!li.-13 •• .. .. .. PF! Workboo k and Accep tance Test Pla n.: PF! Project Ma na ge ment.docx lml ).. SAMPLE Project Plan.pd f Scope of Work Description of Work to be performed: Implementation of Telephony Solution ShoreTel The ShoreGear voice hardware switches/appliances will provide all the call control intell igence, for all the internet protocol (IP) phones at each location , along with supporting analog trunks and analog devices . In every location requiring survivability , we are proposing ShoreGear switches/appliances to support local PSTN trunks. The remote locations will have a child relationship to the parent to the N+1 virtual appliance running in the Customer provided VMWare at the City Hall and Service Center (Geo -Redundant) in that should a ShoreGear switch or Virtual Phone Appliance fail anywhere within your network, the IP phones associated w ith that switch would automatically fail over to the virtual N+1 redundant virtual appliance. The voicemail (DVS) at the City Hall will fail up to the ShoreWare Director at the Service Center. At the City Hall, we will deploy the following Shore Tel items: 1 -ShoreGear ST200 -IP phone registration 135 -Shore Tel IP 480G phones 15 -Shore Tel IP 420G phones 135 -ESSENTIALS -Ext & MB , 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 15 -COURTESY -Ext. only , no vm, No Client , No add-ons 1 -Distributed Vo ice Services License (DVS) for local voicemail 1 -MDF Material PACKETFUSION •••••••••••••••••• BR I NGING VOICE & DATA TOGETHER PAGE 5 PACKETFUSION •••••••••••••••••• Virtual Servers -Customer Provided -per the specs provided on the following pages 1 -Server for the Virtual DVS 1 -Server for the V irtual Collaboration Applications (IM engine , Audio and Web Conferen c ing ) 1 -Server for the Virtual Edge Gateway app lication 1 -Server for the Virtual Mobility application (with 15 SIP trunks) 1 -Server for Primary Virtual SIP Trunks (75) 1 -Server for Primary Virtual SBC (75 trunks/sessions) At the Blackberry Farm facility, we will deploy the following Shore Tel items: 1 -ShoreGear St50a -IP phone reg istration , analog POTS and analog devices , SIP devices and SIP trunk connections . 2 -Shore Tel IP 420G phones 9 -Shore Tel IP 480G phones 9 -ESSENTIALS -Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App d ialer. 2 -COURTESY -Ext. only , no vm , No Client , No add-ons 1 -Additional Site License 1 -MDF Material -Connect all existing analog and SIP devices and analog trunks At the Golf Pro Shop and Unknown Golf Course, we will deploy the following Shore Tel items: 2 -ShoreTel IP 480G phones -these phones will connect through the network or back to the Edge Gateway 9 -STANDARD -Ext & MB , 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer and Remote Phone. At the City Attorney's office, we will deploy the following ShoreTel items: 1 -ShoreGear St50a -IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections . 6-ShoreTel IP 480G phones 6 -ESSENTIALS -Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 1 -Additional Site License 1 -MDF Material -Connect all ex isting analog and SIP devices and analog trunks At the Monte Vista Rec facility, we will deploy the following Shore Tel items: 1 -ShoreGear St50a -IP phone registration , analog POTS and analog devices , SIP devices and SIP trunk connections . 2 -Shore Tel IP 480G phones 2 -ESSENTIALS -Ext & MB , 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 1 -Additional Site License 1 -MDF Material -Connect all existing analog and SIP devices and analog trunks At the Quinlan facility, we will deploy the following ShoreTel items: 1 -ShoreGear St50a -IP phone registration , analog POTS and analog devices , SIP devices and SIP trunk connections. 2 -Shore Tel IP 420G phones 33 -Shore Tel IP 480G phones 33 -ESSENTIALS -Ext & MB , 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 2 -COURTESY -Ext. only , no vm , No Client , No add-ons PACKETFUSION •••••••••••••••••• BR INGING VOICE & DATA TOGETHER PAGE 6 PACKETF USION •••••••••••••••••• 1 -Additional Site License 1 -MDF Material -Connect all existing analog and SIP devices and analog trunks At the McClellan Ranch Preserve facility, we will deploy the following Shore Tel items: 1 -ShoreGear St50a -IP phone registration , analog POTS and analog devices, SIP devices and SIP trunk connections. 3-ShoreTel IP 480G phones 3 -ESSENTIALS -Ext & MB , 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 1 -Additional Site License 1 -MDF Material -Connect all existing analog and SIP devices and analog trunks At the Senior Center facility, we will deploy the following ShoreTel items: 1 -ShoreGear St50a -IP phone registration, analog POTS and analog devices , SIP devices and SIP trunk connections . 2 -Shore Tel IP 420G phones 19 -Shore Tel IP 480G phones 19 -ESSENTIALS -Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 2 -COURTESY -Ext. only, no vm , No Client, No add-ons 1 -Additional Site License 1 -MDF Material -Connect all existing analog and SIP devices and analog trunks At the Service Center facility, we will deploy the following Shore Tel items: 1 -ShoreGear St50a -IP phone reg istration, analog POTS and analog devices, SIP devices and SIP trunk connections. 2 -Shore Tel IP 420G phones 28 -Shore Tel IP 480G phones 28 -ESSENTIALS -Ext & MB, 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 2 -COURTESY -Ext. only, no vm , No Client , No add-ons 1 -Add itional Site License 1 -MDF Material -Connect all existing analog and SIP devices and analog trunks Virtual Servers -Customer Provided -per the specs provided on the following pages 1 -Server for the Virtual ShoreWare Director 1 -Server for the Virtual Phone switch/appliance -N+1 redundancy 1 -Server for Primary Virtual SIP Trunks (60) 1 -Server for Primary Virtual SBC (60 trunks/sessions) At the Sports Center facility, we will deploy the following Shore Tel items: 1 -ShoreGear St50a -IP phone registration, analog POTS and analog devices, SIP devices and SIP trunk connections. 10 -ShoreTel IP 480G phones 10 -ESSENTIALS -Ext & MB , 8 party audio conf., Pro Call Manager, IM and Collaboration (server required), Web & App dialer. 1 -Additional Site License 1 -MDF Material -Connect all existing analog and SIP devices and analog trunks Here is a breakdown of the VMWare environment required: PACKETFUSION •••••••••••••••••• BRIN GIN G VO ICE & DATA TOG ETH ER PAGE 7 PACKETF USION •••••••••••••••••• VMWare Environment -per the above mentioned The Customer is very interested in loading all possible new servers onto VMWare, for all the obvious advantages and we highly recommend this as well. That said , the customer is to provide all servers , OS and VMWare software to accommodate this as specified below. We are proposing the following servers and VMWare as required from the Customers : VMWare at the City Hall Virtual Servers -Customer Provided -per the specs provided on the following pages 1 -Server for the Virtual DVS 1 -Server for the Virtual Collaboration Applications (IM engine only) 1 -Server for the Virtual Edge Gateway application 1 -Server for the Virtual Mobility application (with 15 SIP trunks) 1 -Server for Primary Virtual SIP Trunks (75) 1 -Server for Primary Virtual SBC (75 trunks/sessions) Window s Virtua l DV S Small (including 500 500 {100 with S BE 5 ,000 1.000 ru n on HQ when used w ith 100 license) SS E 100 system l icense) M edium 2 ,500 1 ,000 25,0 00 5,000 run o n HQ Large 10,000 1,000 50,000 10,000 ru n on HQ Processor Intel Xe on CP U E5-2630v4@2.2Ght' Linux Virtual DV S Small + SBE 500 (100 w ith 200 (100 w ith SB E) 2,500 500 N/A SSE) Medium 1,000 500 5,000 1,000 N/A La rg e 10,000 1,000 25,000 5,000 N /A Processor Intel Xeon CPU E5-2630v4te:122Ghz• equ1rements Windows / Linux DVS Virtual Requirements Small 50 15 Large 200 60 IM-onl y 0 0 Proc es sor PACKETFUSION •••••••••••••••••• BR I NG IN G VOICE & DATA TOGETH ER 50 200 0 50 500 4 2GB 200 200 0 16 6GB 0 2000 2 2G B Intel Xeo n CPU E5-26 30v4 @2 .2Ghz * Virtual Service Appliance 2 4 8 2 4 100GB 100GB 20GB 4G B 40G b 100 Base-T Or Gig . 8 GB 80GB 100 Base-T O r Gig. 8GB 130GB Gigabit Ethernet 2 GB 100GB 100 B ase-T Or Gig. 4GB 100 GB 100 Base-T Or Gig . 8GB 100GB Gigabit Ethe rnet I 00 Base-T or Gig . Gigabi t Eth ern et Gi ga bit Ethern et PAGE 8 PAC KET FUSIO N •••••••••••••••••• 50 2 2 G B I 00G B I 00 Base-T o r G ig. Med ium 500 100 4 00 100 4 4 GB 100 G B Gi gabi t Eth ernet La rge 2,000 200 800 200 8 8GB 100 G B Gi gab it Ethern et Processo r Inte l Xeo n CP U E5 -2630v4@2.2G hz* Edge G at eway SIP Trunk Server -100 t··j;i_Ma x-SIP;truii-1.,;s~1'\f '·;·:·,i{,Toraf'!tg.,".1r{,,Virtua1' .-,~RA".Fi(-·'S~l'.>fs~t. ·:';',{'.•!~f;i'N'eiv;,oi-ks 1~" .'.",-; 3' ', -~,.·~--... ~..7!1'"'."~~1i•.V •;;,~. ~ •• 'r-,'""' ... -.., , 'I'{ ' >-iii~...:.,.-l , ... • •• -,':JJ""ff•ll-,,1••, ;:•,,_•-~Jt ~ managect by switch ··· number of I :, Cores . , per VM 1 :. space',:·· . ·.;: .'., i";, · · ·; ··• •. ·~.'/ \ , ' \1'r' "° :J' -.... .... ,..._ .• -· -~·-f' f >~:·"·-. ~~-..-"",L'~i, ~'•-·;-f"'i'> , ", '..•"""=)~ j"4.">.\.. •tt }-.~;";...s;.. 1 • ,'!:< ;T'~ .;, J ..... ...:,~..; ) ; • ,,'!,; ~ ,-., ,t .. ; Vt'ttllout advanced ,';) 1 ~ ·-streams --Ji·"~ · n. ,..,.., •, .... > • -:1. ~ -, .,}-. .1 .t: ,f, ,... }•~f--·, ~-"/ •• /.:~~1 ~-;~i~~~f~~!_~?~~i~~L(:~~•?f;ft,~t~~-:,:·~.r:••:.·.', ·::t·~~·~ ,',~ ,~ ~·--' / ,• , P ,•'i~ ,,,, 1 50 100 1 2GB 20GB 100 Base-Tor G ·g . 100 2100 2 2GB 20GB 1 /00 Base-if o .r G ig . 200 400 4 2GB 20G B G igab· E thernet 400 BOO 7 2GB 20GB G igabit Et.lilemet 600 1200 10 2GB 20G B G igabit E thernet 1HJIIJO 2000 16 2GB 20GB G iga.bi t Ethernet P rocessor Intel Xeon C P U E 5 -2630v4 22Ghz"' • . ~ -~ ;i. ,.. r;,~~~-:~.•r. trunk·s -..,L :. ·. ·~ ,_-ota l," . : Vi,i:t1;1at _RAM ' ,pis~.;'·; .k~ ,· Netwo~:>" ', I l:'. ~aged by sw1tcJ:1. 1, nu~~er:.?f, . ,Cor es i 'Pe; VM s~~e ·:; ~ 'c.'. ,:, ' ' ... '. , . w ithoutadvanced w~; .. streams , ;'·· ,_. · , · 11 • • ... :'i._· .. ,.:.~::.-" .. ~-.· .·.c ,,_,. ' ;·, ;;:~1 .. l·,reii~fe~ ~}=r~~~.t'tA!f '·,';.'ii-~ : ~· • \ ' . I: '· 1 ' f ,:';,:\).,,I /'-~f, 4/ 't ' I ~ i' ( ·~ ' : i 25 50 1 2GB 20GB 100 Base-Tor G igabit E e m e t 50 100 2 2GB 20GB 1 00 Base-or G igab ft E e m e t 100 200 4 2GB 20GB 100 Base-Tor Gigab it E thernet 200 400 7 2GB 20GB G igabit Ethernet 300 600 10 2GB 20GB G igal>it Ethernet 500 1000 16 2GB 20GB G igabi t E t!tlemet P rocessor Intel Xeon CPU E 5 -2630v4®2.2G h z* aore 39 : V Jrtuat :su-• 1 runk sw1tcn ,((.j_, L~ s1g111a mg} PACKETFUSION •••••••••••••••••• BR INGING VOICE & DATA TOGETH ER PAG E 9 PACKETFUSION •••••••••••••••••• SIP Session Boarder Controller Server (lngate) -100 Memo ry 500 MB 1 GB 2GB Cores 1 2 4 Disk 20GB 20GB Processo r qw remernts VMWare at the Service Center Virtual Servers -Customer Provided -per the specs provided on the following pages 1 -Server for the Virtual ShoreWare Director 1 -Server for the Virtual Phone switch/appliance -for N+1 redundancy 1 -Server for Primary Virtual SIP Trunks (60) 1 -Server for Primary Virtual SBC (60 trunks/sessions) Shoreware Director-Needs Windows OS-Medium Size Small 500 (l 00 500 (100 with SBE 5,000 1,000 Not rec om- me nd ed (including for 100 licens e SBE 100 , when used SBE) with SBE or 50 with SBE lic ense) Mediu m 2,500 1,000 25,000 5,000 l ,000 Large 10,000 1,000 50,000 10,000 5,000 Very Larg 2 0,000 1,000 100 ,000 10 ,000 5,000 Pro cessor Intel Xeon CPU E5-2630v4@2 .2Ghz* HQ Server Virtual Requirements N+1 -No OS needed 1000 PACKETFUSION •••••••••••••••••• BR INGING VOICE & DATA TOGETHER .. Intel Xeon CPU E5-2630v4@2 .2Ghz* Virtual Phone Switch 2G B 4GB 60G B 100 Base-T Or Gig. 4 8 GB 150GB 100 Base-T 8 8GB 260GB Gigabit 10 16GB 500GB Gigabit 100 Base-Tor Gig . PAGE 10 PACKETFUSION •••••••••••••••••• SIP Trunk Server -100 1 Maii;S1 ot;1""B l ota1 ('il<'ttvortuai~l\'AM !<~rn SK.,ji~etiiiO"'i"'ll'lM ..--.:'~ ~,:,,,,,,,;i ... ~ ..... • ,r .•. .,.__. ... ,... ~· : 1,. 11,c.,.. •• .J!<:-' ,., ~-·;,o ~-'r~3 ,,.€!~~~2JEY.~' ~~e ~9.r, :,s:oras~,~~er y M ,,f;sp~,,,r:e .',ii:\'fl 4.~-..4Z\.;:il'!.rj~# :1,'l 'ithout a d',an treams ,,-"" •.~~l[i', fr.-~.1,•,"\'·' /-iifj f"'l·"'~)?f':~' ~i-~-•.ff~,.,.,~_ •. , f ~ • ·''1 t}.i.f (',~1 1~• ... ·1 ~ 1,'-../fi :.,,.j ,.~~.Ac~ l'}f"r..•'"':\ tc'·"~ I featu.resfi, ~'/&~/,·'"•· ,o::,·.· ~;~,;.,,t:-.'i;r,,.·,J1;-,.i-~ ,;._,,f-, e , ,,., .. 'c"&!H,'1-.,,;q•}?-~ 'I 1i .-...--.. ~ .... \ii: ,...-;Ir,~/'?.!,,,.~:·-':><~,'•,~' l-f~ '".'•[')f' ~!,'• -,.,\ :;._:,~~~·, \• (.,. ';-t.•f.,t -, 50 100 1 2GB 20GB 100 Base-Tor G ig . 11 00 200 2 2GB 20G1B 100 Base-Tor Gig . 200 400 4 2GB 20G B G igabit E thernet 400 800 7 2GB 20GB G iga'bil rE ithlemet 600 1200 '.I 2GB 20GB G igabl Ethernet ·moo 2000 116 2GB 20GB G ig:ablt E '1h eme1 P rocessor In e l Xeon CPU E5-2630v4 22Gh z * • . ~ -• ~ .. ~ 1~Ma_x S IP :tiun~ -~,-l'~Tqµit :J~;f, '{irtual · ·. , RAM ·· 1 •b .1sk .;~(?ff'~ic: ',! Net>..!orns -·· 'ct Ii ' '"' "}ii';' of ·c = .... ' VM ' '" -.,, '"l!-'·' . ' ' manage y s •,vitch m e r . 't' ores ·, , , per . , ·space '.J ~:.(: ! · · .. ' ... , . ·1, -... -~ ~. • -' "' ·r-..1.· •. ,.r ' ·~-~ •· r ' • -'" • !a. •• .... , l ....... ; ~ ,., w_:w ithoul: advan~~ treams '-,1~. :,-<.:;.-,'t• •. .,.J.f; "'• ,,.·1:,,,-, ,~r1~,-·,.·--·,0 1'·.'---,:._ "~~ l'Ao ......... ~ •'~--~,'<:, :,0. r,:, i ', • :ru~r-,, .. ';i.;;-;t... ~. r·'"' .. ·, ":.'-:i:, :-i~ .t--_ ~f~a ~.r-~~_:.~~J ".~ ~j."\;t~r I i;,f,J, .~~:n·1f : '~1;{~~~ ~:~V..~\ ( ~~· tr.L'-·~,, J -~-~ 1 ~ .\·~1{, · .. ~, 25 50 1 2GB 20GB 100 B ase-Tor Gigabit E thernet §0 100 2 2GB 20GB 100 Base-T o r G igabit E the rne t 100 200 4 2GB 20GB 100 B ase-Tor Gigabit E thernet 200 400 7 2GB 20GB G igabit Eth e rnet 300 600 10 2GB 20GB G igaJ,i E heme !500 11000 16 2GB 20GB G i_gabit Ettl1le m e l P rocessor Intel Xeon CPU E5-2630v4@2 .2Ghz* able 3~: vntuaJ .!:m-., I runk sw10C11 t u . rL~ s1gJ1101 H'ilg} SIP Session Boarder Controller Server (In gate) -100 fN0_'0Hrunks'i:~-;,'i,i ui>_.ili:1001111iwu1:rto'200 111~,~l 1p'to 1))00 ·_ r·: ;;f,t'~·: ._.,, ~~ "'i'&.:s:ii.o:lif."~t:J;~ • .;fk:-lt'1A"t.......tf\.,'4.~}<~-.,. ~\;/ •J, .. ,:d'iA,y..-,,;~~'b~ , , • .-'• :: 1\ ,~""'""'""'"""" :t.}'.. ~i:..~.u Memory 500 MB 1 GB 2GB Cores 1 2 4 D isk 20GB 20GB 20G B Pro cessor Intel Xeoo CPU E5-2630v4@2.2Ghz* Vurual In ate Re uirements g q Network Design Below is a SAMPLE diagram of what the voice network will looks like with the current BOM. A revised daigram will be provided upon project completion to depict the final configuration (logical and physical layout of all components). PACK ETFUSION •••••••••••••••••• BRINGING VOICE & DATA TOGETHER PAGE 11 Vi sio-Ci ty of Cu pertin o Network L, City Attorney PACKETFUSION •••••••••••••••••• Monte Vi.sta Rec Customer Requirements Quinlan Senior Center PACKETFUSION ••••••••••••••••• BR I NG IN G VO ICE & DA TA TOGE TH ER Paetcet fus ion TIIWlUJ.111,31 .1011 During or prior to the installation , Customer or its representative shall perform the following tasks : • Provide a liaison to manage Customer's participation in the installation and be available to support the project. This person will serve as a primary contact between Customer and Packet Fusion to assist in the execution and training associated with the project. • Provide virtual private network (VPN) access to give Packet Fusion access to the TELEPHONY SYSTEM for remote system installation and configuration . • Provide all required connectivity to the public switched telephone network . • Insure that all required electrical facilities are in place to support the TELEPHONY SYSTEM installation and ongoing functionality . • Provide assistance as reasonably required to define the procedures to handle Customer interactions . • Identify up to 4 staff members to be trained in solution use . All of these agents must be reasonably available for ongoing "over-the-shoulder" training in Customer's facility where the solution is installed. • Allow Packet Fusion reasonable access to the TELEPHONY SYSTEM components ("Components ") during the term of this installation . • Provide a script for each voice-greeting file to be recorded . • Have a facility available for installation of the TELEPHONY SYSTEM . Th is facility will be suitable to prov ide a secure location for the Components , with adequate floor/rack space, power , ventilation , and PACKETFUSION •••••••••••••••••• BRINGING VOICE & DATA TOGETH ER PAGE 12 PACKETFUSION •••••••••••••••••• voice and data network connectivity. • Have all required outside telephone lines installed with connectivity to the facility . • Have any required equipment racks and/or cable management hardware in place at the facility. Customer will provide such items as needed to meet Customer's requirements . • If 19 inch rack space is not used and wall mounting is required, then Customer will have the 3/4 inch plywood mounted to the wall location for the TELEPHONY SYSTEM installation. • Provide all necessary hardware and software associated with the VMWare , per this SOW and our technical meetings. • Customer to unbox, rack and stack all Shore Tel equipment being provided. • Customer to unbox, assemble , flash and layout/deploy all phones at each location Other Project Considerations Customer must have all paperwork and signatures returned to Packet Fusion within a reasonably adequate timeframe to facilitate equipment procurement. The typical lead-time is approximately si x to eight weeks for a system of this size . Cutover and service impacting work is quoted to be done when Customer can be without phone service for 1 to 2 hours . Proposed cutover date is to be determined. Exclusions The following are specifically excluded: • Any and all cabling unless expressly included (patchcords and analog cross-connects are included and will be provided by Packet Fusion). • All aspects relating to ordering , installation , or test ing of circuits from dial tone provide r. However, Packet Fusion will provide acceptance testing of the new circuits onto the Shore Tel system . • Adds, moves or changes occurring after the installation is complete . • Any obligation to provide installation services of future upgrades to any hardware or software, other than to correct defects of the installation . Notes "This Scope of Work will not be able to capture every action item , deliverable or responsibility of each party. If an action item is not listed in t he SoW but is reasonably required in order to meet the requirements and specifications of the deployment, it will be assumed to be included at no extra charge and the responsibility of Vendor if it relates to the hardware, software or services being provided by Packet Fusion , Inc . If an action item is not listed and is solely related to the inner workings of Customer's LAN/WAN , IT network , or business processes , it will be assumed to be delivered by the Customer (but with Vendor support and consultation)." Packet Fusion, Inc. /J)~~ B y~~~~~~~~~~~~~- Print N ame W . T odd Peterso n ------------ Title President Date 6/12/2018 PACKETFUSION •••••••••••••••••• BRINGING VOICE & DATA TOG ETH ER PrintNam e Title -------------- Date b' 2P' / Wt$ PAGE 13 PACKETFUSION ••••••••••••••••• B RI NG IN G VOI CE & O AT A TOGET HER Proposal For: Presented by: Packet Fusion Proposal for City of Cupertino CITY OF CUPERTINO Kevin Doohan , Senior Account Executive 5/26/2018 1 of 28 E OF LENCE @ (i)Sho,wl @ ShoreTe r Platinum Ch a mp io n Pa rtn e r 4637 Chabot Drive St. 350 Pleasanton CA 94588 main (925) 701-2000 fax (925) 701-2030 PACKETFUSION •••••••• • ••••••• lfllHGING YO IC E. DATA tOG!JHUt Date: Customer: Attn: Re: 5/26/2018 City of Cupertino Bill Mitchell Mitel Connect 1.x Packet Fusion is pleased to submit our complete System and Installation project proposal. We understand how to leverage technology to increase productivity and reduce bottom line cost of your business . As a certified Shore Tel partner, Packet Fusion, Inc . looks forward to providing you with full-service engineering and installation for all of your technology needs. We are committed to adhering to your schedule while maintaining flexibility and providing you with a technically sound solution . We are providing a solution for you based on ShoreTel's ShoreGear product which scales from 20 to 40 ,000 lines. Supported within this unit are all the capabilities your business needs to maximize its success , including robust telephony features , voice mail, call center, computer telephony integration , and much more . By choosing Shore Tel for your site, you 'll be installing a platform that delivers a powerful, affordable solution that's quick to deploy and easy to manage . Since it's an integrated solution , everything you need is right there in one compact chassis that can be managed from a single , intuitive software application. The design of this proposal is based on the preliminary information that we have gathered. In this proposal you will find our scope of work and pricing . Please take your time to look over this proposal and familiarize yourself with all that Packet Fusion will provide. Should you have any further questions or need further explanation , please do not hesitate to give me a call. We can also provide leasing options from one of our leasing partners if appropriate. Best Regards, Kevin Doohan, Senior Account Executive Packet Fusion , Inc . 4637 Chabot Drive St. 350 Pleasanton CA 94588 main (925) 701-2000 fax (925) 701-2030 Email: Website 2 of 28 kdoohan@packetfusion .com www.packetfusion.com PACKET FUSION OVERVIEW Packet Fusion provides Unified Communications (UC) solutions to mid-market and enterprise companies . We specialize in Voice over IP, LAN applications , wireless technology, switching , routing and advanced, enterprise communication networks . We offer a world class portfolio of products and services with unparalleled customer satisfaction . Through strong vendor relationships and exceptionally skilled in-house resources, we've built an extensive portfolio of infrastructure hardware , management systems and applications . Whether you have a 20-person single site or a 5 ,000- line worldwide enterprise, Packet Fusion will provide a specialized team to ensure a successful project completed on time and on budget. Our experienced engineers work closely with your team to design , implement and maintain communications solutions that satisfy critical business needs . We build strong, long-lasting relationships with our customers based on consistent quality and responsiveness. Packet Fusion offers a variety of communication networking services . Unique to our organization , and a key benefit for you, is our commitment to making certain that not only the proper hardware is identified and delivered, but also that the network is set up and functioning properly, users are trained, and monitoring and support mechanisms are in place to ensure the network's effectiveness as well as your company's overall success . Packet Fusion Services Include: • Network Operations Center (NOC) 24 x 7 x 365 • Proactive Monitoring of entire VoIP Network • 4 Hour Onsite Emergency Response • Consulting and Implementation • VoiP Lan/ Wan Assessments • Contact Center Design and Implementation @ShoreTel" • Disaster Recovery I Business Continuity Planning • Training for end users & system administrators • Dedicated Account Management • Dedicated Project Managment ShoreTel Awards/ Accolades: Platinum Cham pion Partner • Circle of Excellence (top 10 vendors worldwide)-2007, 2008, 2009, 2010, 2011 , 2012 , 201 , 2014, 2015 , 2016 & 2017 • Partner of the Year (#1 partner worldwide) -2008 , 2010, 2012 , 2014 and 2015 • Major Account Partner (MAP) of the Year -2008, 2010 and 2012 • Volume Achievement (#2 worldw ide) -2010, 2011, 2012, 2013, 2014 • Customer Satisfaction above 95 % (currently at 98 .69 %) • #1 Volume in Western US, 7 years running . • "Platinum" certified ShoreTel VAR . • Cur rently service the 3 largest multi-site single system image of Shore Tel -Gensler & Associates -5,700 lines -37 locations worldwide -CNET/CBSi -4,200 lines -14 locations worldwide -Robert Half International -14,000 lines -200+ locations worldwide 3 of 28 PACK ETFUSION ••••••••••••••••• BRINGING VO I CE & DATA TOGETH ER @ ShoreTe l' Pure IP Unified Communications So lutions SHORETEL OVERVIEW Shore Tel® is a leading provider of Pure IP Unified Communications solutions and k nown for exceptional customer satisfaction . ShoreTel 's distributed architecture delivers unmatched reliability , scalability and manageability, plus a user interface that sets the standard for ease-of-use . ShoreTel's Unified Communications system encompasses phones , switches , and software that are designed to allow easy deployment and rapid flexibility, and deliver world-class quality. ShoreTel's IP phones provide the ultimate in ergonomic and aesthetics design, as well as superior audio quality. ShoreGear® voice switches are purpose-built appliances with no moving media, delivering unmatched reliability and availability. And the Shareware® Call Manager end-user application suite makes it easier for users to communicate with anyone, anywhere, anyway they choose . IP Phone System The Shore Tel IP phone system is a completely integrated system that scales seamlessly from 1 to 10,000 users including PBX, voice mail, and automated attendant functions . The Shore Tel system is built from the ground up and designed to be the easiest to use, easiest to manage, full-featured IP phone system on the market today. Its distributed architecture is ideal for multi-site companies that span multiple locations because the Shore Tel IP phone system appears and behaves as a single, unified system . Distributed Architecture Shore Tel has designed this fully distributed Unified Communications (UC) system based on a unique and innovative architecture that is purpose-built with no single point of failure. The Shore Tel distributed architecture incorporates a switch-based hardware platform that makes each switch and site an independent call processor which continues to operate seamlessly in the event of wide area network (WAN) failure . Unlike other solutions , all server can be disconnected from the ShoreGear® switches and the Shore Tel phone ------r-:r-" system will continue to place and receive calls . Voice applications, including voicemail and automated attendant, run on standard server hardware from anywhere on the IP network. The result is a single-image system across all geographies with complete feature transparency and integration of all PBXs, voice-mail systems, automated attendants, and Automatic Call Distribution (ACD) systems. System Administration-ShoreWare Director ShoreWare® Director is a Web-based network management tool that provides ;,..;-··-- a single management interface for all voice applications , across all locations. --. -..... ---., This best-in-class management interface unifies all systems and tasks , instead of us ing separate management systems and administrators for multiple PBX, voicemail and automated attendant systems. Extremely easy to learn and use, the system helps improve administrator productivity, lower ownership costs and reduce IT resources. Unified Communications A successful Unified Communications (UC) solution can deliver significant benefits to any organization and help turri communication challenges into competitive advantages . When people know the most effective way to contact colleagues, they can efficiently obtain needed information and get work done, rather than spending on the job time tracking down the appropriate person. Find Me Follow Me • DID assignment to Cell Phone • Presence Information • Desktop Video Conferencing • Instant Messaging • Call Handling Modes • Log into any phone on the network • Screen Pop for Contacts • Click to Dial • VPN(less) connectivity • Video Conferencing • Desktop Collaboration • Full Mobile Client Hybrid Communications Platform Reduce Capital Expenses While Leveraging Current Investments . As a visionary provider of IP PBX phone systems and unified communications applications, ShoreTel sees the future of commun ications architecture as comb ining the best of two delivery methods : a hybrid cloud communications platform that delivers the resiliency, control and availability of an on-site "hard ware-based " phone system with the immediacy, ease and fle xibility of virtual PB X applications delivered from the cloud . 4 of 28 PACK ETFUSION •••••••••••••••••• BRINGING VO ICE & DATA TOGETHER @ Sho reTe r Pure IP Unified Communications So lutions SHORETEL OVERVIEW ?remise \-\'IBRID ShoreTe · Users Shore Tel Hybrid: Premise AND Cloud 5 of 28 PACKETFUSION ••••••••••••••••• BRINGING VOICE & DATA TOGETHER C\oud IP Phone .._... •it.t tem •e • Mobility Unified Communications @ShoreTe l' Pure IP Un ified Communications Solutions Terms & Conditions Packet Fusion , Inc ., ("Company"), hereby enters into this Agreement ("Agreement"), City of Cupertino ("Customer"), having its executive offices at: 10300 Torre Ave, Cupertino, CA 95014 Company and Customer intend that this Agreement shall apply exclusive ly to all orders placed by Customer with Company during the term hereof, an d all Maintenance and Time and Material (T&M) Work performed by Company during the term hereof. NOW, THEREFORE , in consideration of suffi cient good and valuable consideration received by each party, Company and Customer agree as follows: A. LIMITED WARRANTY 1. Equipment. All equipment, materials, parts, components, and peripheral equipment ("Equ ipment"), described in the Scope of Work and supplied and/or installed by Packet Fusion pursuant to the attached Agreement, are warranted to be free of defects under normal use for the period of the manufacturer's written warranty. All assignable manufacturer's warranties applicable to such Equipment will be assigned to the Client upon installation. Any extended warranty available from the manufacturer of such Equipment may be made available to the Client . All Equipment warranties are subject to, and limited by, the terms and conditions imposed by the written warranties extended by the respective manufacturers of the Equipment. 2. Labor. All labor and/or services ("Labor"), provided by Packet Fusion as described in the Scope of Work and provided pursuant to the attached Agreement, is warranted to be performed in a competent and professional manner, and to be free of defects under normal use for one (1) year from the date such Labor is provided. 3. Repair or Replace. Except as otherwise provided in the Manufacturer's written warranties, within the Limited Warranty periods set forth above, as to any defects in Equipment and/or Labor installed or supplied by Packet Fusion pursuant to the attached Agreement, the extent of Packet Fusion' liability is limited to the repair and/or the replacement of such Equipment with a similar item, free from the defects in question, or the re-performance of such services without such defects . 4. No Consequential or Liquidated Damages. In no event shall Packet Fusion be liable for any incidental, consequential or liquidated damages arising from or related to any alleged defect in the Equipment and/or Labor. Packet Fusion shall have no responsibility for, nor any other liability or warranty for, defects, damages or delays caused by the actions or inactions of persons or entities not affiliated with Packet Fusion , or caused by, or attributable to any reason beyond Packet Fusion' reasonable control. 5. No Other Warranties. The Limited Warranties provided herein are exclusive of, in lieu of, and Client hereby waives, any and all other warranties, guaranties, remedies, or liabilities, express or implied, arising by law or otherwise, including, without limitation, any warranty of merchantability, or fitness for a particular use . This Limited Warranty is only effective upon Client's payment in full of all sums due to Packet Fusion pursuant to the attached Agreement. Thi s Limited Warranty cannot be extended, altered, or voided, excep t by a written agreement signed by an authorized officer of Packet Fusion and Client. B. LIMITATIONS OF ACTION. Packet Fusion shall be relieved of all obligations and liability under this Limited Warranty if Client fails to report the defect, in writing, to Packet Fu sion within thirty (30) days after such defect becomes reasonably apparent. No action, including, without limitation, contract and/or tort actions, relating to the Equipment and/or Labor su pplied and/or performed by Packet Fusion, may be brought by the Client more than one (1) year after the cause of action for same accrues . C. PAYMENT TERMS . Unless otherwise specifie d in the attached Agreement, payment of all amounts due Packet Fusion are due when each invoice is rendered . Invoices remaining unpaid after thirty (30) days from the date of the invoice shall bear interest at the rate of one and one-half percent {1.5%) per month. Packet Fusion reserve s the right to suspend all work if Client's account becomes materially past due. By executing the attached Agreement, Client also agrees to pay ALL costs incurred by Packet Fusion to collect the amounts due Packet Fusion, including but not limited to : legal fees, costs, in-house attorney costs and fees, collection service costs, etc. D. CREATION OF LIEN. It is expressly understood and agreed by Client that a mechanic's lien in favor of Packet Fu sion sha ll be created against the property where the Equipment and/or Labor are insta lled or provided. Said lien shall take effect immediately upon the installation of such Equipment and/or Labor. Packet Fusion agrees that said li en will not be recorded or foreclosed unless Client fails to timely pay for the Labor and Equipment furnished by Packet Fusion . E. CONDITION OF PREMISES. Client shall bear full respon sibility for the condition of the building and premises in which said Labor and/or Equipment is to be installed. Client shall make any and all alterations or repairs to said building or premises that are reasonably necessary to accommodate such installation, and shall provide reasonable and adequate access to said premises. F. NO HIRE POLICY . During the term of this Agreement, and for a period of one (1) year after the termination of this Agreement, or the completion of the project, whichever is later, the Client agrees that it will not, either directly or indirectly, hire, employ, retain, offer to employ, or solicit the employment of, any individual that was employed by Packet Fusion during the term of this Agre ement, nor will Client attempt to do any of the foregoing. In the event Client breaches this provision, the parties agree that it would be difficult to establish the precise amount of damages incurred by Packet Fusion as a result of such conduct, and therefore the parties agree that immediately upon hiring said individual, Client shall pay to Packet Fusion an amount equal to 50 % of the gross annual salary or wages paid to the individual in question during the twelve months prior to the termination of that individual's employment with Packet Fusion . G. NON-ASSIGNABLITY. The rights and duties of Client and Packet Fusion cannot be assigned by either party, without the advance written consent of the remaining party to the attached Agreement, which consent shall not be unreasonably withheld. H. GOVERNING LAW. This Limited Warranty and the attached Agreement shall be governed by and construed in accordance with the laws of the state where such Equipment and/or Labor are supplied by Packet Fusion. I. TOLL FRAUD. Packet Fusion will adhere to the manufacture's specifications to secure the system to prevent toll fraud. In no way Packet Fu sion liable for any toll fraud that may occur . J. BILLABLE ITEMS NOT COVERED BY MAINTENANCE/ WARRANTY or INSTALLATION. (a) Remote VOiP Phones: All Hardware is covered. Anytime spent troubleshooting the customer's WAN/ LAN/ VPN will be billed on a time and materials basis . {b) Desktop Applications: Unified Messaging, Faxing , SoftPhone and all versions of Communicator: Packet Fusion will warrant that the Shore Tel software provided works as per the manufacturer specifications. Any time spent troubleshooting on a customer's PC, Laptop, Notebook , LAN/ WAN or desktop image to assure compatibility will be billed at time and materials basis, unless expressly outlined or committed to else where in this agreement. K. RETURNS. Unopened hardware may be returned prior to cut-over for 100% credit. All software li censes are not returnable for any type of refund . L. DELIVERY OF SOFTWARE . All software will be delivered electronically. No physical media containing the software will be provided . 6 of28 PACKETFUSION •••••••••••••••••• BRINGING VO I CE & DATA TOGETHER @ ShoreTer Pvre IP Un ified Communica tion s Solutions SCOPE OF WORK Work to be performed: Implementation of Telephony Solution Pre-installation Planning Packet Fusion is responsible for conducting most pre-installation planning. The installation will be based on this information and any significant change after it is completed may result in additional charges. Installation TELEPHONY SYSTEM installation is limited to one (1) site per installation purchase . During the installation Packet Fusion shall perform the following tasks : • Conduct a kick off meeting at the customer's site to review the project and create a time line with associated tasks for all parties involved . Provide a project manager to oversee the installation and act as a liason between the customer, the customer's vendors working on the project and Packet Fusion. Assist in ordering telco from the chosen vendor. Install chassis , modules , and software purchased . Delivery, setup , installation , configuration of the hardware components and affiliated software for TELEPHONY SYSTEM . This includes mounting in a customer provided and installed rack or Customer provided and installed wallboard . All software will be the current version that Shore Tel offers . All optional features purchased at ti me of installation purchase will be installed (i.e . voicemail , voice mail upgrades , etc.) Configuration of TELEPHONY SYSTEM , extens ions , d ial plans , telco circuits and telephones . Install , label (using Customer provided labeling plan), and test TELEPHONY SYSTEM telephones purchased at t ime of installation purchase. · Provide link from Telco demark if within 10 feet ofTELEPHONY SYSTEM location to TELEPHONY SYSTEM Verify TELEPHONY SYSTEM and configuration Utilizing test plan to insure that all items installed and configured by Packet Fusion are properly working according to TELEPHONY SYSTEM specifications . Provide end user training (up to one hour class with 8 to 10 users in each class) on installed telephone and voicemail · functionality. Provide System Adm inistrator training . 1 to 2 individuals for a single 3 hour class . Provide Documentation A drawing indicating the logical layout of the installed TELEPHONY SYSTEM system . Written documentation of the TELEPHONY SYSTEM con fi guration, dial plan, and extensions that were installed and configured by Packet Fusion. PFI will install the desktop applications on several of the customers workstations. It is the customers respons ibity to deploy these applications . PFI has allotted 4 hours to assist in this desktop application installation and compatiblity test. Any time above this will be billed on a time and materials basis . Web Portal W ith your purchase , like all Packet Fus ion customers, You will have a personal ized Web Portal into the Packet Fusion corporate system . This will allow you to review and expedite all ongoing relations with Packet Fusion , such as placing and tracking service requests, placing orders for additional phones , reviewing account statements and links to support and reference material. Project Management Packet Fusion adheres to a rigorous standard of project management fo r each of its contracted solutions. This entails the assignment of a Project Manager to the installation of your system who will establish milestones and coordinate all steps in the process. With this detail , you can be assured of a smooth , trouble-free and on -time completion of your transition to a new phone system . 7 of 28 PACKETFUSION ••••••••••••••••• BRINGING VO ICE & DATA TOGETHER @ Sho reTel' Pure IP Un ified Communicat ions So lutions SCOPE OF WORK (CONT.) CUSTOMER REQUIREMENTS During or prior to the installation, the Customer or it's representative shall perform the following tasks: • Provide a liaison to manage Customer's participation in the installation and be available to support the project. This person will serve as a primary contact between the Customer and Packet Fusion to assist in the execution and training associated with the project. • Provide VPN access to telephone system to give Packet Fusion remote access to the TELEPHONY SYSTEM for remote system installation, configuration, monitoring and maintenance . • Provide all required connectivity to the public switched telephone network prior to scheduling the installation. • Insure that all required electrical facilities are in place to support the TELEPHONY SYSTEM installation and ongoing functionality. • Provide assistance as required to define the procedures to handle Customer interactions. • Identify up to (number) staff members to be trained in solution use. All of these agents must work in Customer facility where the solution is installed. • Allow Packet Fusion reasonable access to the Components during the term ofthis installation . • Provide a script for each voice-greeting file to be recorded. • Customer will have a facility available for installation of the TELEPHONY SYSTEM . This facility will be suitable to provide a secure location for the Components, with adequate floor/rack space, power, ventilation, and voice and data network connectivity. • Customer will have all required outside telephone lines installed with connectivity to the facility. • Customer will have any required equipment racks and/or cable management hardware in place at the facility. Customer will provide such items as needed to meet Customer's requirements . • If 19 inch rack space is not used and wall mounting is required, the Customer will have the 3/4 inch plywood mounted to the wall location for TELEPHONY SYSTEM installation . • Customer to supply all patch cords from patch panel to data switch. • Customer to provide a LAN/WAN that supports VLANs / Layer 3 routing/ POE/ QOS. Packet Fusion has allocated 4 hours to consult with the customer on thier LAN/WAN environment. Any time spent troubleshooting customer's LAN/WAN above and beyond this will be billed on a Time and Materials basis. • If the customer elects to not allow PFI to utilize our Kaseya remote agent to manage windows updates and virus protection, it is the customer's responsibility to maintain the servers whether provided by the customer or Packet Fusion. This includes: appropriate windows update, virus protection and back ups. • All back ups of configuration, vociemail WAV files, etc. OTHER PROJECT CONSIDERATIONS: Customer must have all paperwork and signatures returned to Packet Fusion in adequate timeframe to facilitate equipment procurement. The typical lead-time is approximately four to six weeks. All work is quoted to be done on a weekday when the customer can be with out phone service . Proposed cut date is to be determined. EXCLUSIONS: The following are specifically excluded : • Any and all cabling unless expressly included. • All aspects relating to ordering, installation, or testing of circuits from dial tone provider. • Adds, moves or changes occurring after the installation is complete. • Training in excess of that provided above . • Any obligation to provide installation services of future upgrades to any hardware or software 8 of 28 PACK ETFUS ION ••••••••••••••••• BRINGING VOICE & DATA TOGETHER @ ShoreTer Pure IP Unified Communications Solutions SERVER/ OS/ VIRTUALIZATION REQUIREMENTS OPERATING SYSTEM -SPECS indo ws Server 2003 (3 6-4 bit) St andard or Ente, · ri se Edit ion "ti1 Not supported Not supported in do ws Server 2003 E bedded (Te leco m) Editio n Win dows Server 200 8 32 or 64 bit) St andar d or Ente rise Edit ion ~I in do ws Serv er 2012 Standard or .!Ja!a.CM.t.ru: Not supp orted Not supp ort ed Not suppo rte d Edit ion VIRTUAL -SPECS V irtual Machine Requirements Below are virtual machine requirements for edge gateway: all other processors should be benchmarked against the processor above by consulting http ://www .cpubenchmark .net . Size RAST Connections Small 100 Medium 500 Large 2 ,000 9 of 28 Active RAST Clients Calls 50 50 100 400 200 800 Processor intel Xeon CPu e5-2680v3@2 .5ghz intel Xeon CPu e5-2680v3@2 .5ghz intel Xeon CPu e5-2680v3@2 .5ghz PACKETFUSION ••••••••••••••••••• BRING ING VO IC E & DATA TO G ETHER Cores RAM per VM 2 2 gB 4 4 gB 8 8 gB @ ShoreTel' Pure IP Unified Communications So lutions SERVER/ OS/ VIRTUALIZATION REQUIREMENTS SERV ER SPECS 3m IP FXO FXS T1/ SIP Conf Conf HG BCA 3mm PFT Long Neon m E1 Max inc Max PG Page MoH Loop MWI ST50A 50 4 4 8 6 14 24 36 y y y ST100A 100 8 6 14 12 26 24 36 y y y ST100 DA 100 2 6 38 12 50 24 36 y y y ST1D 30 y y ST2 D 2 60 y y ST200 200 12 24 36 y y ST500 500 24 24 36 y y ST24A 24 24 24 36 y y y y ST48A 48 48 24 36 y y y y 1 O of 28 PRICING OVERVIEW City of Cupertino CITY HALL BLACKBERRY FARM GOLF PRO SHOP CITY ATTORNEY MONTE VISTA REC QUINLAN MCCLELLAN RANCH PRESERVE SENIOR CENTER SERVICE CENTER SPORTS CENTER & TEEN CENTER UNKNOWN-GOLF COURSE OPTIONAL-SIPARATOR (SESSION BOARDER CONTROLLER-SBC) MOBILITY ROUTER REMOTE GATEWAY CONFERENCE BRIDGE TOTAL INVESTMENT (PRE ESTIMATED S&H AND SALES TAX} CA Tax Est. S&H Estimate TOTAL INVESTMENT (WITH ESTIMATED S&H AND SALES TAX) 3 YEAR PREMIUM PARTNER SUPPORT TOTAL INVESTMENT (WITH 3 YEAR SUPPORT) 5 YEAR PREMIUM PARTNER SUPPORT TOTAL INVESTMENT (WITH 5 YEAR SUPPORT) *All Job Chang1et ~r~rs Are Billed in full , (@ 100%), Upon Delivery of Equ ipment PACKETFUSlON . .... ....... . ShoreTel .. ........... PACKETFUSION •••••••••••••••••• 5/26/2018 $ 66,843.73 $ 6,399.10 $ 498.48 $ 4,538.47 $ 2,809.56 $ 16,772.56 $ 3,241.78 $ 10,721.38 $ 14,611.43 $ 6,267.38 $ 498.48 $ 16,291.88 $ 1,312.50 $ 937.50 $ 625.00 $ 152,369.23 $ 6 ,122.32 $ 2,090.75 $ 160,582.30 $ 17,555.29 $ 178,137.59 $ 33,711 .14 $ 194,293.44 Project Information Ou:ileExpDale 7125/2018 Quote Date & No .: 5/26/2018 KD-2018--0427-CCUP Config. ToolVer; Pfl _201 7-v.08.03 Project Sho reTel/Mite l Con nect lnstaU Cus!Offle' NamdContac:t: City of Cupertino/ Bill Mitchell l ocatiorYAddress: City Ha ll CuslOllll!r PO I ; WA City Hall QTY MF G# PFI # DES CRIPTION PRICE XTENOEO SWITCHES & EQUIPMENT 1 SH0 -1 0527 500110 Voice Switch ST200 , 1U 1/2-W. MaxCap : 200 IP Phones . Reqs Connect $ 4,500.00 $ 4,500 .00 VIRTUAL APPLIANCES PHONES & EQUIPMENT 15 SH0-10546 0 IP Phone IP420G -2 Line Black -(Requires Connect Onsite) $ 219 .00 $ 3,285 .00 135 SH0-10497 100030 IP Phone IP480G -8 Line Gig -(Requ ires 14.X) $ 369.00 $ 49 ,815 .00 LICENSES SOFTWARE & APPLICATIONS 15 SH0-30145 300040 License , Courtesy Ons ite -Exl Only , No Vm , No Client, No Add-Ons $ 99 .00 $ 1,485.00 135 SH0-30147 300031 License Bundle , Essentials Onsite-Ext+MB , 8 Party Aud Conf, PCM , IM & Collab, Web & App Dialer. $ 199.00 $ 26 ,865 .00 1 SH0-21020 300015 Distributed Vo ice Services License $ 995.00 $ 995.00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS 1 MDF-L 830001 MDF Material (24 Port Patch Panel , IP Power Strip, 16 GB USB , Serial Cable) $ 450 .00 $ 450.00 1 SH0-10223 810256 19" Relay Rack Shelf For Yz U Shoregear Units $ 115.00 $ 115.00 Equipment Subtotal $ 87 ,510 .00 I YES I Celikmalnslala6onsite? Yes er No Installation/ Training $ 14,062.50 1 Year Premium Partner Support -No Advanced Replacement of Phones $ 3,527.03 • Ail Job Chsnge Order's (JCO"s) 8/e btled in ful (100%1 upon delivery of eqlipmenl • The above quote does not mcfude taxei aid $/rppingcha,ges • Customer to supply servers f(Jf Shoreware Orector andO,stnbufM Vl,I WindoM 2008, W1ndows 2012 (rls 14) or VM\IVare Unless included above • Cus tomer to supply dat.a netwotk (LAN/WAN) thalsuf'P()(U OOS and Po,,'t!rover Ethernet. Unlessmcluded elsewhere m this proposll. 12 of 28 Sub-Total $ 105,099.53 Shoretel Equipment/ PFI Discount $ (38 ,255 .80) TOTAL INVESTMENT (Tax & S&H NOT Included) $ 66 ,843.73 CA Tax Est. $ 2,953 .89 S&H Estimate $ 924.64 TOTAL INVESTMENT (With Esl Ta x + S&H Included) $70,722.26 PACKETFUSION @ShoreTel" ................... fltlfllotG•o>c:t &D.-U fOGl'"f" "-~C:---~ Project Information Quote Exp Date l7f25l201S Quote Date & No.: 5/26/20 18 JKD-2018--0427-CCUP Config. ToolV«:IPA _201 7-v.OB.03 Project Shore Tel/M ite! Connect Install CustomerNamdCoriac:t Ci~ of Cupertino I Bill Mnchell Location/Address: Blackbeny Farm Customff PO t:IWA Blackbeny Farm QTY MFG# PF I# I DE SC RIPTIO N PRIC E I XT ENDED SWITCHES & EQUIPMENT 1 SH0 -10523 500097 !Vo ice Switch ST50A , 1U 1/2-W. MaxCap : 50 IP Ph , 4 An Ext, 8 SIP Trk , 4 An Trk. Reqs Connect s 2,000 .00 I s 2,000 .00 VIRTUAL APPLIANCES PHONES & EQUIPM ENT 2 SH0-10546 0 I IP Phone IP420G • 2 Line Black· (Requires Connect On site) s 219 .oo I s 438.00 9 SH0-10497 100030 II P Phone IP480G • 8 Line Gig· (Requ ires 14.X) $ 369 .oo I $ 3,321 .00 LICENSES SOFTWARE & APPLICATIONS 2 SH0-30145 300040 I License , Courtesy Onsite • Ext Only, No Vm , No Client, No Add-Ons $ 99 .oo I s 198 .00 9 SH0-30147 300031 I License Bundle , Essentia ls Onsite -Ext+MB , 8 Party Aud Cont, PCM , IM & Collab , We b & App Dia ler. $ 199.oo I s 1,791.00 1 SH0-30044 300002 !Additional Site License $ 495 .oo I s 495 .00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 I MDF Material 124 Port Patch Panel With Preminated Amphenal) $ 150.oo I $ 150.00 1 SH0 -10223 810256 119" Relay Rack Shelf For Yz U Sh oregear Units $ 115.oo Is 115.00 Equipment Subtotal $ 8,508 .00 I YES I Calibria ln:stallaionsite? Yesi:rNo Installation I Tra ining $ 1,031 .25 1 Year Premium Partner Suooort • No Advanced Reolacement of Phones $ 486.77 Sub-Total s 10,026 .02 Shorete l Equipment/ PFI Discount $ (3,626.92) TOTAL INVESTMENT (Tax & S&H NOT Inclu ded ) $ 6,399.1 0 ~ AJJJob Change Order's (JCO's) 8/e blRed m full (100%) upon delivery of eqwpment • The above quote does not include taxes and shsppmg charges • Customer to suppty servers for Shorewa,e Director and Qsrribured VM Windows 2008 Windows 2012 (rls 14} 0t VAIHa,e Unless mclvded above CA Tax Est. $ 314 .10 'Customer to supply data netwm (LAN I WAN) that supp()(ts OOS and Po -tter over Etherne t Unless included elsewhere m 111s proposal S&H Estimate $ 91 .90 TOTAL INVE STMENT (W ith Est Tax + S&H Included) $6 ,805.10 13 of 28 P.ACKETF USION @ShoreTer ................... lt-1•4 1'0"'1 & OU4 f~l•lfU l'ww#1,lt,,il,odC--Sol.o:n, Project Information QooteExpDate 17125/2018 Quote Date & No .: 5/26/2018 I KD-2018--0427 -CCUP Caifig. Too1Ver.,PFl _2017-v.08.03 Project ShoreTel/Mitel Connect Install Customer Name/Contact: City of Cupertino/ Bill Mitche ll Location/Address: Golf Pro Shop Cu stomer PO •:j N/A Golf Pro Shop QTY I MFG# PF!# I DESCRIPTION PRIC E I XTENOEO SWITCHES & EQUIPMENT VIRTUAL APPLIANCES PHONES & EQUIPMENT 1 I SH0-10497 100030 I IP Phone IP480G • 8 Line Gig· (Requires 14.X) $ 369 .oo I $ 369 .00 LICENSES SOFTWARE & APPLICATIONS 1 I SH0-30148 300032 I License Bundle , Standard Onsite-Ext+MB, 8 Ply AC, PCM, IM/Coll , Web/App Dir, Mob Cit, Rem Ph, SFDC CRM $ 299.oo I $ 299.00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS Equipment Subtotal $ 668 .00 I YES I Gaifoma lnstallationsite? Yes a No Installation/ Training $ 93 .75 1 Year Premium Partner Support· No Advanced Replacement of Phones $ 30.65 • All Job Change Order's (JCO's) 818 biled in full (100%) upon deliver,rof eqlipment • The above quote does not include taxes and sflpping charges ' Customer lo supply servers for Shareware Oree/or and Clstributed VM: Wmdows 2008, Wmdows 2012 (rli. 14) or VMWare. Lk1Jess mc/Uded above. • Customer to supply data networlc (LANI WAN) that supports QOS and Power over Ethernet. l.k,Jessinduded dse-tiherein tti.s proposal. 14 of 28 Sub-Total $ 792.40 Shoretel Equipment/ PFI Discoun t $ (293 .92 ) TOTAL INVESTMENT (Tax & S&H NOT Included) $ 498 .48 CA Tax Est. $ 18.60 S&H Estimate $ 7.01 TOTAL INVESTMENT (With Est. Tax+ S&H Inc l uded) $524.09 PPCKETF USION @ShoreTel' ................... ll,.01 .. 4¥0f("t•P•U TOGll"J• """'~~~ Project Information Ouole Exp Date 17/25/2018 Qoote Date & No .: 5/26/20 18 I KD-2018-0427-CCUP Cooflg. Too1Ver:IPA _201 7-v.08.03 Project Shore Tel /Mite! Connect Install Customer Nam&'Conlact City of Cupertino I Bill Mitchell LocatiorvAddress : City Attorney Customer POt:jwA City Attorney QTY I MFG# PFI # I DESCRIPTION PRICE I XTENDED SWITCHES & EQUIPMENT 1 I SH0-10523 500097 I Voice Switch ST50A , 1U 1/2-W. MaxCap : 50 IP Ph , 4 An Ext, 8 SIP Trk , 4 An Trk. Reqs Connect $ 2,000 .00 I s 2,000 .00 VIRTUAL APPLIANCES PHONES & EQUIPMENT 6 I SH0-10497 100030 I IP Phone IP480G • 8 Line Gig· (Requires 14.X) $ 369 .oo I s 2,214.00 LICENSES SOFTWARE & APPLICATIONS 6 I SH0-30147 300031 I License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM, IM & Collab, Web & App Dialer. $ 199.oo I s 1,194.00 1 I SH0-30044 300002 I Additional Site License $ 495.oo I s 495 .00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS 1 I MDF ·S 830000 I MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.oo I s 150.00 1 I SH0-10223 810256 I 19 " Relay Rack Shelf For Y, U Shoregear Units $ 115.oo Is 115.00 Equipment Subtotal $ 6,168.00 I YES I Cafforria lnstanaticnsite? Yes a No Installation/ Training $ 562 .50 1 Year Premium Partner Support · No Advanced Replacement of Phones $ 405 .29 Sub-Total $ 7,135 .79 Shorete l Equipment/ PFI Discount $ (2,597 .32) TOTAL INVESTMENT (Tax & S&H NOT Included) $ 4,538 .47 • All Job Change Order's (JCO's) are billed m full (100%} upon deivety ofeqllJJITIIW ' The above quote does not mclude taxes and shipping ch81ges 'Customer ro supply servers for Shareware ()rector 8/ld Dstntwted VU ~dows 2003. Wind<>M:1: 2012 (rls l4J ot VMWsre Unless included above CA Tax Est. $ 236 .24 ' Customer to supply data networl: (LAN I WAIJJ that supports OOS and Po.tw over Elhemet UJle;si included eluwhe,e m ttn proposal S&H Estimate $ 67.33 TOTAL INVESTMENT (With Est. Tax+ S&H Included) $4 ,842 .03 15 of 28 PACKETFUSION .. -.............. . @ShoreTel' H -••O•o-<t•O•T&TCN:.11< .. . ,._ ,,_.._,c-,, s-.- Project Information Owte Exp Dae 1712512018 Quote Dale & No.: 5/26'2018 I KD-2018--0427 -CCUP Config. rootver:jPA _201 7-v.08.0J Pro ject ShoreTeUMitel Connect Install Cus tomer NamdConlad: City of Cupe rt ino I Bill Mitchell LocaliorV'Address : Monte Vista Rec CustomerPO•:JNIA Monte Vista Rec QTY I MFGI PFI # I DESCRIPTION PRICE I XTENCEC SWITCHES & EQUIPMENT 1 I SH0-10523 500097 I Voice Switch ST50A, 1U 1/2-W. MaxCap : 50 IP Ph , 4 An Ext, 8 SIP Trk , 4 An Trk . Reqs Connect $ 2,000.00 I s 2,000 .00 VIRTUAL APPLIANCES PHONES & EQUIPMENT 2 I SH0-10497 100030 I IP Phone IP480G • 8 Line Giq -(Requires 14.X) $ 369 .oo I $ 738 .00 LICENSES SOFTWARE & APPLICATIONS 2 I SH0-30147 300031 I License Bundle , Essentials Onsite-Ext+MB , 8 Party Aud Conf, PCM , IM & Collab , Web & App Dialer. $ 199.oo I s 398 .00 1 I SH0-30044 300002 !Additional Site License $ 495 .oo I s 495 .00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS 1 I MDF-S 830000 I MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 I $ 150.00 1 I SH0-10223 810256 119 " Relay Rack Shelf For Y. U Shoregear Units $ 115.oo I$ 115.00 Equipment Subtotal $ 3,896 .00 I YES I Caiifcrrialn:stallalion sile? Yes «No Installation/ Training $ 187.50 1 Year Premium Partner Support -No Advanced Replacement of Phones $ 323 .70 Sub-Total $ 4,407.20 Shoretel Eauioment/ PFI Discount $ (1,597.64) TOTAL INVESTMENT (Tax & S&H NOT Included) $ 2,809 .56 • Al.Job Chs,ge Ordef's (JCO's) a,e bi led in fuH (100%} upon deive,y of equipment • 111e IIIHYie quote does not include taxes and shpp1ng ChBlges • Customer to supp/'( se,w,s lo, ShorewB1e O,rect0t and Dtstnbuted VM Windo~ 2008, Windows 2012 (rls 14) or VMWare U1/esa 1tdlded above CA Tax Esl $ 161.85 ~ c.ustome, lo suppl,, data nelworlr (LAN I WAM that supports OOS and Pov,·er ove, Ethe met Unless included elsewhere m tlrs proposal S&H Estimate $ 43.47 TOTAL INVESTMENT (With Esl Tax+ S&H Included) $3 ,014 .87 16 of 28 PPCKETF USION @ShoreTer ................... ••-tJ116\0CHCl&o11u.roc1, .. u ,i,,.~c-.--~ Project Information Ouote ExpOale j712512018 Quote Date & No .: 5/2€/20 18 IKD-20 18-0427-CCUP Config. Too1Ver:IPFl _2017-v.08.0,1 Project ShoreTel/Mi tel Connect Install Customer NMne'Contact: City of Cupertino/ Bill Mitchell Locatioo/Address : Quinlan Oistoffiff PO t:INIA Quinlan QTY I MFG# PFI# I DESCRIPTION PRICE I XT ENDED SWITCHE S & EQUI PMENT 1 I SH0 -10523 500097 I Voice Switch ST50A , 1U 1/2-W . MaxCap : 50 IP Ph , 4 An Ext, 8 SIP Trk , 4 An Trk . Reqs Connect $ 2,000 .00 I $ 2,000.00 VIRTUAL APPLIANCES PHONES & EQUIPMENT 2 I SH0-10546 0 I IP Phone IP420G -2 Lin e Black · (Requ ires Conn ect Onsite) $ 219 .00 I s 438 .00 33 I SH0 -10497 100030 II P Phone IP480G -8 Line Gig -(Requires 14.X) $ 369 .oo I $ 12 ,177.00 LICENSES SO FTWARE & APPLICAT IONS 2 I SH0 -30145 300040 I License , Courtesy Onsite • Ext Only, No Vm, No Client, No Add -On s $ 99 .oo I $ 198.00 33 I SH 0-3014 7 300031 I Licen se Bundle , Essenti als Onsite-Ext+M B, 8 Party Au d Cont, PCM, IM & Collab , Web & App Diale r. $ 199 .oo I s 6,567.00 1 I SH0 -30 044 300002 I Additiona l Site License $ 495.oo I s 495.00 SERVER & EQ UIPMENT AD DITIONAL ITEMS & COMP ONENTS 1 I MDF-S 830000 I MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 I $ 150.00 1 I SH0 -1022 3 81 0256 I 19" Re lay Rack She lf For Y, U Sho regear Units $ 115.oo I$ 115.00 Equipment Subtota l $ 22,140.00 I YES I Caliorria lnstllaml site? Yes a No Installation/ Training $ 3,281 .25 1 Year Premium Partner Support -No Advanced Replacement of Phones $ 976.31 Sub-Total $ 26 ,397.56 Shoretel Equipment/ PFI Discoun t $ (9 ,625 .00) TOTAL INV ES TMENT (Tax & S&H NOT Includ ed) $ 16,772 .56 • A.I Job Change Q'der's (JCO's) are tded in fuH (100%} upon drivef!f of eqU1pment • 1he ablNt! quo/~ does not 1ndude taxe, and slipping chMges • Customer lo ,uppltjse,vers lot Shorew11e Orector and llstributed VM· Windows 2008. Vtindows 2012 (rls 14) or VMWare Unless mcfuded above CA Tax Est. $ 760.45 • Customet 10 &upply dais networt (L.AN I WAN) tha! suppodt OOS and Po.,,,er over Ethernet Unless mcluded elsfM'here m this p,oposal S&H Es ti mate $ 235 .03 TOTAL INVESTMENT (With Est Tax+ S&H Incl uded) $17 ,768 .04 17 of 28 PACKETFUSION @Sho reTel' ................... •-.O,Cl 1 DAU T0Gl'"f• ~~c--~ Project Information Coote Exp Date J112s1201s Qoole Date & No .: 5/26/2018 IKD-2018-0427-CCUP Corfig. Too1Ver.lPA _2017-v.08.03 Project ShoreTel/Mitel Connect Install CuslomerNamdContact: City of Cupertino/ Bill M~chell location/Add ress : McClellan Ranch Preserve Cuslomff PO t:IKIA McClellan Ranch Preserve QTY I MFG# PFI # I DESCRIPTION PRICE I XTENDED SWITCHES & EQUIPMENT 1 I SH0-10523 500097 I Voice Switch ST50A , 1U 1/2-W. MaxCap : 50 IP Ph , 4 An Ext, 8 SIP Trk , 4 An Trk . Reqs Connect $ 2,000 .00 I $ 2,000 .00 VIRTUAL APPLIANCES PHONES & EQUIPMENT 3 I SH0-10497 100030 !IP Phone IP480G -8 Line Gig -(Requires 14.X) $ 369 .oo I $ 1,107.00 LICENSES SOFTWARE & APPLICATIONS 3 I SH0-30147 300031 I License Bundle, Essentials Onsite-Ext+MB , 8 Party Aud Conf, PCM , IM & Collab , Web & App Dialer. $ 199 .oo I $ 597 .00 1 I S H0 -30044 300002 I Additional Site License $ 495.oo I $ 495 .00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS 1 I MDF-S 830000 I MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 I $ 150 .00 1 I SH0-10223 810256 I 19" Relay Rack Shelf For 'I, U Shoregear Units $ 115.oo Is 115.00 Equipment Subtotal $ 4,464.00 I YES I Celifonialnstefteticnsite? YesrxNo Installation/ Training $ 281.25 1 Year Premium Partner Support· No Advanced Replacement of Phones $ 344 .09 Sub-Total $ 5,089 .34 Shorete l EQuipment I PFI Discount $ (1 ,847 .56) TOTAL INVESTMENT (Tax & S&H NOT Included) $ 3,241.78 • All Job Change Otdet', (JCO'a) we aled m ful (1°""' upon defve,y ol eqlipment • The above quote does no/ indudet.axes and liippng charges • Cus tomer to supply servers /or Shorevt111ellrectDr and Didtibuled VM Ymldows 2008. WindoltS 2012 (rls 14) or VMWare Unless Included above CA Tax Est. $ 180.44 • Custome, to supp/'f dalsnetworlf (l.AJJIWAI., th8' suppom OOS and Powel over Ethernet Unless inclvded elsewherem ttws proposaJ S&H Estimate $ 49 .43 TOTAL INVESTMENT (With Est. Tax+ S&H Included) $3,471.66 18 of 28 PPCKETF USION @ShoreTel' ................... H-l~'fOoCI 6 l'olU TOG,ITWU ,._~~s.u- Project Information Quote Exp Date J71251201S Quote Date & No.: 5/26/2018 I KD-2018--0427-CCUP Cc:mg. Tco1Ver:IPA _2017-v.08.03 Project ShoreTelfMite1 Connect Install Customer Nam&'Ccnlact City of Cupertino I Bill Mitchell L..ocatiol'VAddress: Senior Center Customer POt:I N.I A Senior Center QTY MFG # PFI # I DESCRIPTIO N PRICE I XTENDED SWITCHES & EQUIPMENT 1 SH0-10523 500097 !Voice Switch ST50A , 1U 1/2-W. MaxCap : 50 IP Ph , 4 An Ext, 8 SIP Trk , 4 An Trk. Reqs Connect $ 2,000 .00 I s 2,000.00 VIRTUAL APPLIANCES PHONES & EQUIPMENT 2 SH0 -10546 0 I IP Ph one IP420G • 2 Li ne Black· (Requires Connect Onsite} $ 219.oo I s 438 .00 19 SH0-10497 100030 I IP Phone IP480G • 8 Line Gig· (Requires 14.X} $ 369 .oo I s 7,011.00 LICENSES SOFTWARE & APPLICATIONS 2 SH0-30145 300040 I License , Courtesv Onsite . Exl Onlv, No Vm, No Client, No Add -Ons $ 99 .oo I s 198.00 19 SH0-30147 300031 I License Bundle, Essentials Onsite-Ext+MB, 8 Party Aud Cont, PCM, IM & Collab, Web & App Dialer. $ 199.oo I s 3,781.00 1 SH0 -30044 300002 I Additional Site License $ 495.oo I s 495.00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 I MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 I s 150.00 1 SH0-10223 810256 I 19" Relay Rack Shelf For 'I, U Shoregear Units $ 115.oo Is 115.00 Equipment Subtotal $ 14,188 .00 I YES I Califcml Installation site? Yes er No Installation/ Training $ 1,968 .75 1 Year Premium Partner Support· No Advanced Replacement of Phones $ 690.75 Sub -Total $ 16,847.50 Shoretel Equipment/ PFI Discount $ (6 ,126.12} TOTAL INVESTMENT (Tax & S&H NOT Included) $ 10,721.38 • AIJob Change Order's (JCO's} 8/e blRed ,n full (100%) upon debveryof equ,pment • The above quote doer rrot 1nclude taxes and shipping charges • Custcme, to wpply Sf!fVers tor Shareware Cirector and Oistnbuted VM Windo\W 2008. Window.. 201'1 (rls 14} or VMWare t.Wesr ,!r:luded above CA Tax Est. $ 50008 • CuslDmef to supply d8's network (LAN I WAN,1 that supports OOS and Power over Ethernet Unless included e.lse-Mlere m tlrs p,opo.a/ S&H Esti mate $ 151 .54 TOTAL INVESTMENT (With Esl Tax+ S&H Included) $11 ,372 .99 19 of 28 P.ACKETF USION @Shore Tel' ................... H-l'OI . ¥0•(1 I O<lU TOGl'"t• "-~C--W.- Project Information """"E,q,Ool,17/25/201 8 Quote Dale & No.: 5/26/2018 KD-20 18-0427-CCUP Comg. Tool ver.lPF1_201 7-v.08.0J Project Shore Tel/M ite! Connect Install CustomEr Name'Contact: City of Cupert ino / Bill Mitchell Location/Address : Servi ce Cen ter Customer PO 1:j "'°" Service Center QTY MFG# PFI # DESCRIPTI ON PRIC E I XTENOEO SWITCHES & EQUIPMENT 1 SH0-10523 500097 Voic e Switch ST50A , 1U 112-W. MaxCap: 50 IP Ph , 4 An Ext, 8 SIP Trk , 4 An Trk. Reqs Connect $ 2,000.00 I $ 2,000 .00 VIRTUAL APPLIANCES PHONES & EQUIPMENT 2 SH0-10546 0 IP Phone IP420G • 2 Line Black • (Requires Connect Onsite) $ 219.oo I $ 438 .00 28 SH0-10497 100030 IP Phone IP480G • 8 Line Gig -(Requires 14.X) $ 369 .oo I $ 10 ,332 .00 LICENSES SOFTWARE & APPLICATIONS 2 SH0-30145 300040 License , Courtesy On site -Exl Only, No Vm , No Client, No Add-Ons $ 99 .oo I $ 198.00 28 SH0 -30147 300031 License Bundle , Essentia ls Onsite-Ext+MB , 8 Party Aud Cont, PCM , IM & Collab, Web & App Dialer. $ 199.oo I $ 5,572 .00 1 SH0-30044 300002 Additional Site License $ 495 .oo I $ 495 .00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS 1 MDF-S 830000 MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.oo I $ 150 .00 1 SH0-10223 810256 19" Relay Rack Shelf For Y. U Shoregear Units $ 115.oo I$ 115.00 Equipment Subtotal $ 19,300.00 I YES j Calikmialn:stallationsite? Yes «No Installation I Training $ 2,812 .50 1 Year Premium Partner Support -No Advanced Replacement of Phones $ 874.33 Sub-Total $ 22 ,986 .83 Sho rete l Equ ipment/ PF I Discount $ (8 ,375 .40) TOTAL INVESTMENT (Tax & S&H NOT Included) $ 14,611 .43 • All Job Change Order's (JCO's) are Qled in U (100%/ upon deivery <>I equtpment • The above quote does not includetaxa and shpp,ng ch81Qel • Custom« to suppfy se,ver, to, Shoreware DtreQor and{)stnbuted VU. Wmdt>M' 2008, Windows 2012 (rls 14) or VMWsre Unlessmcluded above CA Tax Est $ 667.46 ' Customer to supply data network (LAN /WAN) that suppom OOS a,<1 Power OV6 Ethernet Unless included elsewhere m this proposal S&H Estimate $ 205.21 TOTAL INVESTMENT (With Est. Tax+ S&H Included) $15,484.10 20 of 28 PAC KETF USION @Sho reTel" ................... •••"""o,c:1,r1o1u•06f•M1• ,._~~w..- Project Information Ou:J!e Exp Ode I 712512018 Quote Date & No.: 5l26'2018 I KD-2018-0427-CCUP Config. Too1Ve:I PA _2017-v.08.03 Project: ShoreTelfMitel Connect Install "'"'°""-City of Cupertino I Bill Mitchell Location/Address: Sports Center & Teen Center Cu,tomerPOt:jwA Sports Center & Teen Center QTY I MFG# PF I # I DESCRIPTION PRICE I XTENOEO SWITCHES & EQUIPMENT 1 I SH0 -10523 500097 !Voice Switch ST50A , 1U 1/2-W. MaxCap : 50 IP Ph , 4 An Ext , 8 SIP Trk , 4 An Trk. Reqs Connect s 2,000.00 I s 2,000.00 VIRTUAL APPLIANCES PHONES & EQUIPMENT 10 I SH0-10497 100030 I IP Phone IP480G -8 Line Gig -(Requires 14.X) $ 369 .oo I s 3,690 .00 LICENSES SOFTWARE & APPLICATIONS 10 I SH0-30147 300031 I License Bundle , Essentials Onsite-Ext+MB, 8 Party Aud Conf, PCM , IM & Collab , Web & App Diale r. $ 199.oo I s 1,990.00 1 I SH0 -3 0044 300002 !Add iti onal Site License s 495 .oo I s 495 .00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS 1 I MDF-S 830000 I MDF Material (24 Port Patch Panel With Preminated Amphenal) $ 150.00 I s 150.00 1 I SH0 -1 0223 810256 119" Relay Rack Shelf For Y, U Shoregea r Units $ 115.00 Is 115.00 Equipment Subtotal $ 8,440 .00 I YES I Califorrialnslallationsite? YesrxNo Installation/ Training $ 937.50 1 Year Premium Partner Suooort • No Advanced Replacement of Phones $ 486 .88 Sub-Total s 9,864 .38 Shoretel Equipment / PFI Discount s (3,597.00) TOTAL INVESTMENT (Tax & S&H NOT Included) $ 6,267 .38 • All Job Change Order's (JCO's) are biRed m lull (100%) upon delivery of equipment • The above quote does not include taxes and shipping chatges • Customer ro supply servers tor Shareware Orector and D,stnbvted VM Vlindows 2008. Viim:lon 2012 (rls 14} ot VAHl8te LWess rnciJded above CA Tax Est. $ 310 .63 • Cusromer ro supply data netwotk (LANI WAW) that supports OOS and Po,.·er over Ethemet thless 1nclJfflldU!Vlhefe m tlrsproposal S&H Estimate $ 91 .18 TOTAL INVESTMENT (With Est Tax+ S&H Included) $6,669.19 21 of 28 PPCKETFUS ION @ShoreTel ................... UdKl<tO'l'O<(l·,;>-U•OC.I'"" "-~C--~ Project Information Cuote Exp0ate l 7'2Sl2018 Quote Dale & No.: 5/26/20 18 IKD-20 18-0427-CCUP Cc::mg_ ToolVer:jPF1 _2017-v.08.03 Project ShoreTel /Mitel Connect Install ""'"""" NamdCoob<t City of Cupertino / Bill Mitchell l ocatiofVAdd ress : Unknown-Golf Course Customer PO t:I WA Unknown -Golf Course QTY I MFG# PFI# I DES CRI PTION PRIC E I XT ENDED SWITCHES & EQUIPMENT VIRTUAL APPLIANCES PHONES & EQUIPMENT 1 I SH0-10497 100030 I IP Phone IP480G • 8 Line Gig· (Requires 14.X) $ 369 .oo I s 369.00 LICENSES SOFTWARE & APPLICATIONS 1 J SH0-30148 300032 I License Bundle, Standard Onsite-Ext+MB, 8 Pty AC , PCM, IM/Coll, Web/App Dir, Mob Cit, Rem Ph , SFDC CRM $ 299 .oo I s 299.00 SERVER & EQUIPMENT ADDITIONAL ITEMS & COMPONENTS Equipment Subtotal $ 668 .00 I YES I Callofl'ialnstallatmsite? Yesrx No Installation I Training $ 93.75 1 Year Premium Partner Support· No Advanced Replacement of Phones $ 30.65 • All Job Change Ordets (JCO"s} are blHed ,n full (100%} upon deive,y of eqiApmenl • The above quote does not include taxes 811d shipping chM(Je$ • Customer to supply servers for Shorewsre Director 8/ld Clstnbuted VM. K1ndows 2008. ~<tow; 20 12 (111. 14} o, VMWare. t.kJl~s included above. 'Customer to supply data networlc (LANI WAN) that supports OOS and Power over Elhemel.. LWessindJ<Jed elsewhere in th$ p,opossJ. 22 of 28 Sub-Total $ 792 .40 Shorete l Equipment/ PF I Discount $ (293 .92) TOTAL INVESTMENT (Tax & S&H NOT Included) $ 498 .48 CA Tax Esl $ 18.60 S&H Estimate $ 7.01 TOTAL INVESTMENT (With Esl Tax+ S&H Included) $524.09 PPCKETF USION @Sho reTer ................... ...... , ... Y00Cl6D j1 1.lt0C:.l'•I• l'l.-.,v,,,,A«IC-:-~ 23 of 28 0n--.-i101J,i~1s,t.tldld t.oe.:icrlM;Jess I _..,lmnJI: Proied Information MOBILITY ROUTER -~o.~ Qotif!Nl\/w~ Shore Tel Mobility: Empowerina: the mobile workforce to communicate efficiently and cost-effectively. Shore Tel Mobility extend! the lull poW1!r of a desk phone and Unified Communkatlons (UC) capabilities to a mobile and sets the user free to communicate from any location (office, home, hotspots) by enabling access to any network !cellular or W I-Fl ), simply and cost effectively. 81.5inesses of all sites are deploying Sho1eTel Mobility to address the key challenges associ;!led with mobile phone use: soaring International roaming costs, poor in- building covl!fage, and integration into corporate PBX and Un ified Communications systems. Not only Is ShoreTel Mobility an inherent compon~t of the Shore Tel Unified Communications system, but it also easily integrates with other PBX systems including those from Cisco, Av;J:Va, Akatel, Siemens, and UC systems such as Mkrosoft OCS . .. \ QTY MFG If I PFII I MOBILITY ROUTER DESCRIPTION oo,. ...... ...... ...... SHQ-00110 600032 Shoretel Mcblity Rott« RA2000 Appiance& Setver Sdhria'e. Si.wcrts 10 To 100 Usecs & Is Available WI Secae 11........i .. 11,.;..... •• • SHC-80121 810224 Shoretel Mcbiity Ra.tee RA4000 Appiance& Server Sc:itv,a'e. SlflP(lts 10 To 1,0C<l Users & lsAvail!ble'Nth Secae R ·''· +H"irh,A .:i.'"'"'"·"-"- Shorelel Mcblity Rcuec RA6000 &w;rts 10 To 5,000 UsersA4>Pliance& Servs Softv.a"e. lsAvailable ~ Secae Remote vau Hin-AvaiatiJitv. Hardv,we . . + HarCMef"' Vt"\ID A . .... . .. 810225 SH0-ll1 41 300115 Shoretel Mcbiitv Vrtualized ROU:s license & 10 Access Licenses SH0-ll157 200012 Connect Onsite Vrtual u...r.""' Router & Software N+1-VSY1teh N+1 Vi1ual swtch a.J ENT ACCESS CLI ENT (CAL) 0 SH0-ll148 Xl0032 ILicenseBi..n:lle.StandardOnsite-&t+MB,8Pty AC,PCM,IM/Cdt,Wm/Al,fJl'.*,MobClt.RemPh.SFOCCRM SH0-ll 149 3Kl102 ILicenseBi..n:lle, Advan:ed Onsite-Ext+MB. 8 Pty AC. PCM , IWColl. Web/As:() Dr. McbCl Rem Ph. SFOC CRM SH0-ll105 I- DEVICE USAGE LICENSE 0 RA-MOO-IPHONE ll0093 Us-License Fa 1 IPhone () I Pod Ta.ch 0 RA-l.4(l0-WNMO ll0094 IUsaoeLic:enseFaOneWndoMMobileOevice o I· SHORETEl LI CENSES VIRTUAL APPLIANCES 0 SHO-ll\34 ))()050 VttualPhonecapacivUcense.Otv1.EachPhoneAlsoReqti'esAnExtensicwll.icense. SH0-ll l35 :mo:36 Vrtual Phone r--"""'"iu License. Otv SO. Each PhooeAlso Reotres An Extension License. SH0-ll 136 lJ0035 Vrtual Phone ,.__..iu License. Otv 200. Each PhoneAJsoReoies An ExtensDl'I License. SH0-ll137 Dl05\ VrtualSIP Tnd License. Enable 1 SIP Tn.dOnA Shaetel Vi1ual SIP Tnnk Sv.mh. SH0-lll38 l>0037 VrtualSIP Tnri License. Enables 25SIP Tn.ds On A Shaete1Vi1ual SIP Tftl'Lk SY,itch. SH0-llll9 3'l0038 VrtualSIP Tnri License. Enables 50 SIP TnrtsOnA Shaete1Vi1ual SIP Tnri: Sv.&h. SHO-ll\40 lJ0048 11W'nllWO-...._.p Tnri Lie nm,rn ToVrtual SIP Tnri Lie. Enables 1 SIP Tnri OnVi1ual SIP Tnnk Sv.i'.ch SHORETElGATEWAYS 0 SH0-10523 500097 Voice Sv.itch ST50A. 1U 1/2-W. MaxCap: 50 IP Ph. 4 An Ext. 8 SIP Trt. 4An Tit. Reos Connect SH0-10524 500095 Voicesv.ttchST100A, 1U 112-W. a.i.m.;ari: 100 IP Ph. 6An Ext. 14SIP Trt. 8An Tit. ReqsCcmect SH0-10525 500104 VoiceSY,itchST1000A. IU 1'2-W. MaxCap:lOOIP Ph.6Arvt.38SIPTrt.2AnTrt.10igTrt:(T11£1). ReQS Corned SH0-10526 500)96 VoiceSv.itc hST10,1U1f2-W.1AaxCaD:JOSIPT,t,10iaTrt:(T10'Ell .ReosConnect SH().10529 500103 VoiceSwtc hST2D, 1U 1'2-W. IAaxCao: 60 SIP Trt. 2 OiaTrks m ()Ell.Reas Corned SH0-10527 500110 VoiceSwtc hST200. IU 1/2-W. u~..r"": 200 IP Phones . Reas Connect SH0-10528 500111 VoiceSv.itchST500, IU 1/2·W. :SOOIPPhones .RemConnect SH0-10531 500100 VoiceSv.itchST24A. IU FL.1-W. IMnAl: 24 An Ext No IP Ph'Tlt Smo. Reos Connect SH0-10530 500102 Voice&.w:h ST43A. 1U FL.1-W. wm.:;;in: 48An ExtNo IP Ph'Trt: g,,W'I_ v~-M'M Stc>P. ReqsConnect SHORETEL ooa<ING STATION 0 SH0-10492 810221 Shoretel1M'll'l:iMSlalionlPPhoneS'6 .11tT11HW!AMn1er. Req'sstMcb 0 I SH().60164 Brad:etfaUsedlPadAi0YfthTheShoretdDocJ,;1arw,,1fflfflVI}. o I AOOfTIONAL lTEMS & COMPONENTS MOH 830C()1 MDFMaterialf24Por1PatehPanel.lPPOl!oef8tm. 16G8USB.Seria1Cablel MOF-S 8300XI MDF Material r74 Port Patch Panel IMth Preminated Armhenal) SH0-10521 5001 12 Shoretel ST Voice Sv.itch Well Mou~ Bracket Kil . lncudes 1/2-WST V Sv.itch Bracii:et+Hadv.efe SH0-10223 810256 19" Retav Rack Shelf Fa% U Stueoear Urils SH0-105ll 81026 1 Wa11UnorilnnP1ateFa1P400SeriesPhones W1Jlu.-...-....Kit FaShorele1 1P655 810195 PlrinoAdactsPA-1 PRICE I XTENDEO 4,995.00 S 6,995.00 S $ 14,995.00 IS 1,995.00 1.99 5.00 S 299.00 S 499.00 150.00 90.00 $ SO.OD S 45.00 S 1.750.00 5,000.00 95.00 2.125.00 3,750.00 4'00 2,000.00 S 3.200.00 S 6,100.00 3,000.00 5.400.00 4,500.00 10,000.00 S 3.000.00 5,400.00 349.00 IS 20.00 IS . IS 450.00 150.00 75.00 S 115.00 35.00 35.00 45.00 Equ ipment Subtotal ~----1 Califorria lnstallationsile? Yes a No . Installation I Tra ining 1,3 12.50 1 Yea r Premium Partner Su "..,.,. • No Advanced Rfflacement d Phones S Sub-Total S 1,31 2.50 ADO-ON FEATURE: Yi1RElESS SITE SURVERY I Pfl-WS Shor1tef Eaui........i I PFI OitcOUnl S TOTALlNV ESTMENT(Tax&S&HN OTlncluded) S 1,312.50 ·"'"----·--~·""----___ ,,., _ __,~ .. ~·"-.1-...... _4_,,._,.,,,_ ............. _.,.. .:...-1:,~\o--.t..~~ .. o--,l11......,._,~~E'TJ,..:f',,..·,w.n .... ct,;H,tt,.., .:..r-t::&ff\oa:,_..,.,.,,,.,n,w~OJ£N..,.,..,...~ ..>.Jt_-,,n,:,,,iq-~•• CATuEsl S S&HEstimatt S Project Information Quote Date & No .: 51261'Z018 IKD-2018-0427-CCUP OJc:ce&pOiWe 71251'20t8 1------i Confg Tcd Vet PF1_2017-dl8.03 Project Sh oreTeUMrtel Connect lnsll/1 CustO'OO" NaT&Co-tad City of Ct.peltino / Bill Mitchel l LocaOOfVAddfess : REMOTE GATEWAY REMOTE GATEWAY The Shore Tel Connect Edge Gateway is a remote access solution offe red to Shore Tel ONSITEcustomers . It enables users to connect securely to their Shore Tel solution by using the following endpoints: • IP 400 series phone (all models) • Connect Windows and MAC client • Connect Contact Center • Web collaboration client ... J ---'E -, ... -I -, - .... ' -.• , 6 .. 1 I ll ! ~ A i ! ! I -' - a_~ E c,g. G.au,,,."ay • ,' -~-=-.:.~ --=--=-~ Internet ,;. --By using the RAST protocol (UOP·based) and offering control over an expanded codecs list, the Edge Gateway solution delivers better voice quality for remote phone calls when experiencing less than ideal internet conditions. This appliance also provides end·tO·end encryption for all traffic and does not require installation of a VPN client on any endpoint. 400 Se rles Connect lnteracuon Ghent Center C lient QTY MFG# PFI# REMOTE GATEWAY VIRTUAL 1 SH0-30144 300049 0 SH0-30143 300101 0 SH0-30148 300032 0 SH0-30149 300 102 0 0 0 PHONES 0 SH0-10495 100027 0 SH0-10546 0 0 SH0-10496 100029 0 SH0-10497 100030 0 SH0-10498 .10003 1 0 SH0-10429 100042 0 0 SERVER & EQUIPMENT 0 R43 0-S-SW 600008 0 R430-D-SW 600008 0 R4 30-S-NO 600008 0 R4 30-D-NO 600008 0 A9260848 600045 0 A8318129 20005 6 0 A9172396 910124 0 0 0 DESCRIPTION Virtual Edge Gateway Seiver License . Enables Reverse Proxies (No Voice Or Video) For Remote Oesktop Clients . Soft Phone & 400 Series Desk Phones Require A Remote Phone License, Included In Standard & Advanced Bundles & Sold Standalone (Sku 30143). Edge Gateway Remote Phone License . Enable s A User To Remotely Use A 400 Series Phone , Softphone , Or Shoretel Conferencing For The Web Client Only Required lfThe Not Included In The Bund led License Package . License Bundle , Slandard Onsite-Ext+MB , 8 Pty AC , PCM , IM/Coll, Web/App Olr, Mob Cit, Rem Ph , SFDC CRM License Bundle , Advanced Onsite-Ext+MB , 8 Pty AC , PCM , IM/Coll, Web/App Dir, Mob Cit Rem Ph, SFDC CRM IP Phone IP420 -2 Line Black -(Requires 14.X IP Phone IP420G • 2 Line Black -(Requ ires Connecl Onsitel IP Phone IP480 -8 Line Black -(Requires 14.X) IP Phon e IP480G -8 Line Gig -(Requires 14.X) IP Phone IP485G-8 Lin e Gig Color Led -(Requ ires 14.X) IP Phone IP65 5 W/\.arge BacklHouch Color Ois plav (ReQuires 11 .1 +) Poweredge R430 -Single Intel Xeon / Single TB HD / Single PS -MS Windows Server Poweredge R430 -Dual Intel Xeon / Dual TB HD / Dual PS -MS Windows Server Poweredge R4 30 -Single Inte l Xeon / Single TB HD / Single PS -No Opera ting System Poweredge R430 -Oual Intel Xeon / Dual TB HD / Dual PS -No Operating System Microsolt Windows Server 20 12 Slandard Ed ition VLA VMware Vsphere 6 Essen tials Kit For 3 Hosts Max , 2 Processors/1,ost Vsphere 6 Essentials Kit Subscriotion 1 Year PRICE $ s 150.00 s 299.00 s 499.00 $ $ $ $ 189.00 s 219 .00 $ 299 .00 $ 369 .00 s 42 9.00 s 749.00 s s $ 5,450 .00 s 6,250 .00 s 4,750 .00 $ 5,250 .00 $ 1,150.00 $ 950 .00 s 115.00 s s $ ADDITIONAL ITEMS & COMPONENTS 0 MDF-L 830001 MDF Mate rial (24 Port Patch Panel, IP Power Strio , 16 GB USB , Serial Ca ble) s 450.00 0 MDF-S 830000 MDF Mate rial (24 Port Patch Panel Witt, Preminated Amohenall s 150.00 0 SH0-10533 810261 Wall Mounting Plate For IP400 Series Phones 0 SH0-10428 0 Wall Mounting Kit For Shoretel IP 655 0 SH0-60165 810195 Pag ing Adapter PA -1 0 0 0 .... I __ YE_s _ _,, Caibnaff.italaticnsile" YesaNo • Pnce does nol Hrtlde r,sJiil1',on of remote phone nu is tlll!d on a f,me m Ualerr~ bais • AA Job ChMJge Otdet's (JCO·s) tn/)jledrn fiJl(IOOff} t.f1Ct1 rkJNertofeqllP/l'le'S ' nie above QCJOfe does nol ndudf! !&es "1r/ shpprr~ ch.tf9eS s 35 .00 s 35 .00 s 45 .00 $ s s ShoreTel Equipment Subtotal Installation/ Training 1 Year Premium Partner Suooort • No Advanced Reolacement of Phones Sub-Total Shoretel Eauioment / PFI Discount TOTAL INVESTMENT (Tax & S&H NOT Included) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 'Cusfomertosupplys1WV«sforShor!WweOu'!dotalldO,slt:botlldVM Wildow.52006 ~20IZ{rl$ l~0tVMWwe. ~IIUldl!ldl!bOW! • Custom« to supply dlll.a net~ (LAN I WNI} /h8I wpports OOS .-id PtMWove< Erhemet. UrJess lrc!Hkd duwhtffui rtu propos,J CA Tax Est. S S&H Estimate S XTENDED 937.50 937.50 937.50 24 of 28 ~~~IJ.~t9l'! @ShoreTel" '''""'•l..0,(l•IIIUJIOM.ff•H ..,,...,......,_.c-..-..- Project Information °""' E,p °"' 17/2S/2018 Quote Date & No.: 5/26/20 18 I KD-2018-0427-CCUP Cordig. ToolVer:jPA _2017-v.08.0'3 Projec t ShoreTel/Mitel Connect lns taJI Customer NamdConlact Ci~ol Cupertino/BiU Michell Location/Add ress : CONFERENCE BRIDGE CONF ERENCE BRIDGE When employees can communicate and col lab orate easily across an organization -whether sharing information in a presentation, working on a document together or instant messaging (IM) each othe r -productivity and business performance improve. By combining voice and data over the enterprise phone system, Shore Tel Confe rencing provides rich conferencing and collaboration f eatures, cost-effectively. Confe rencing and instant messaging services are fully managed through Shore Tel Director. Confe rences are managed through an intuitive Microsoft Outlook add-on and via a conferencing Web portal. The SA-100 / SA-400 is a sealed appliance, optimized for resiliency and security, designed to run Shore Tel services such as integrated Audio Conferencing, Web Conferencing, and Instant Messaging . The SA-100 / SA-400 can be deployed anywhere, incl uding into a corporate DMZ. Th e appliance has been tested with well -kn own security tools for potential application and network vulnerabilities. The SA 100 can scale to 50 simultaneos audio conferneces, 30 simu ltaneous web confe rences and 500 Sim ultaneous IM use rs. Upto (S) SA 100 or SA400 may be combined in a single stack to offer a si ngle managment view. No single audio conferen ce can exceed 50 simu ltaneous audio or 30 si multaneous web confe rences or 500 simultaneous IM Sessions . The 5A400 can scale to 200 simu ltaneos audio confe rn eces, 100 simu ltaneous web conferences and 2,000 Simultaneous IM users. Upto (5) SA 100 or SA400 may be combined in a single stack t o offer a single managment view . No single audio conference can exceed 200 simulta neous audio or 100 simultaneous web conferences or 2,000 simultaneous IM sessions. .Y!.!!!l1fil The Virtual App liance ca n scale to 200 ... , .. , .. II N IIO/SIO II 200lffllltoot simultaneous audio sessions, 200 simu ltan eous web sessio ns and 2,000 simultaneous IM sessions. CPU 'Corel 24Grz· 4 2•GHz' 16 ' FEATURE S -2GB 663 -Instant Messaging (XMPP)• -Audio Conferencing (HD aduio) -Managed by ShoreWa re Director ~Oiallltt .. 100GB :,JOG S -Web Con ferencing -Telephone Interface -Application Sharing -Document Sha ri ng -Multiple Language Support -Secure -Vm ~e vSs,/1<,e ESX'ESXi ; 0 or 5_ 1 -B uilt in Reporting *IM i s inddued no ch arge with the ba se Communicator client in release 13.l or greate r . **SA100 r equires 12 .1 or higher . SA 400 requi res 12.3 or higher. ***The Virtual App liance requires 14.2 or greater . QTY I MFG# PFI# I DESCRIPTION PRICE I XTENDED CONFEREN CE BRIDGE 1 I VIRT-SAAP I Virtual SA Appliance. 50/200 Au dio. 50/20 0 We b. 2,000 Simul taneo us IM $ . I s CONFERENCE BRI DGE LICENSES 0 I SH0-3009 1 300034 I License , Audio Co nferencino , 10 Ports $ 1,1so.oo I s 0 I SH0-30093 3000 52 I Licen se, Web Confe rencing, 10 Ports $ 1,1so.oo I $ CONFERE NCE PHO NE S & LICENS ES SERVER & EQUIPM ENT ADDITIONAL ITEMS & COMPONENTS Shore Tel Equipment Subtotal $ I >ES I California Installation site? Yes or No Installation I Training $ 625 .00 1 Year Premium Partner Su ooort • No Advanced Reolacement of Phones $ . • NI.Job Clmge Odet's (.JCO's) we billed., fril(100%J upon deli\try of eq111pmerx ·11,e.-...,,edoesnal.....,taxesandslippingcha,ges • Customer to~ l etmS for Shareware Director and Distnbuted VM Windows 2008 Windows 2012 (Ifs 14) Of VMWare Unless ,nc/uded abOW' • Customer to •Lf'Pl'I data networ1' {I.Af.l I WAN) Iha / supporls 005 and Pemer over Ethernet Unless snduded elsewhere m th,s proposal 25 of 28 Sub-Total $ 625.00 Shoretel Equipment/ PF I Dis count $ TOTAL INVESTMENT (Tax & S&H NOT Inclu ded) $ 625.00 CA Tax Est. $ S&H Est imate $ P/>CKETF USION @ShoreTe l" ................... ---n ••••••MtU•I• ~·u,,.f'oNIC--~ Project lnfonnation Quote Date & No .: 5/26/2018 K0-20 18-0427-CCUP Quoe EJp Dae 712512018 1-------; Coolig. ToolVtt: PA _2017-v.08.0l Project Shore Tel/Mital Connect Install C1JStomer Nmneleontact City of Cupertino/ BiD Mitchell Loca tion/Address: OPTIONAL. SIPARATOR (SESSION BOARDER CONTROLLER. SBC) OPTIONAL· SIPARATOR (SESSION BOARDER CONTROLLER· SBC) lngate SIParator 21 The smallest of the lngate SIParators, the lngate SIParator• 21 is designed for local and small offices. The lngate SIParator• 21 is an add-on to existing fi r ewalls that seamless ly enables the transmission of realtime communications without affecting firewall secu rity. The SI Para tor• 21 handles the SIP signaling and media streams, routing them to and from the private IP addresses of authorized users on the LAN . As needs increase, the SIParator• is easily scala bl e for additional users; with the purchase of software license u pgrades, the lngate SIParator• 21 can support up to 400 {rls . S.06+) sim ultan eous sessions in a Vo IP application. As wit h all lngate SIParators and Firewalls, the SIParator• 21 has everything necessary for SIP traversal, inclu di ng a SIP registrar and a SIP proxy, support for NAT and PAT and su pport for TLS and SRTP for encrypted sign aling and med ia. lngate SIParator 52 Designed for small to midsized offices, The lngate SI Parator• 52 is an add -on to existing firewa ll s th at seaml essly enables the transmission of realtim e communications without affecting firewall security. The SIPa rator• handles the SIP signaling and media streams, routing them to and from th e private IP addresses of authorized users on the LAN . The SIPara tor 52 ca n handle up to 2,000 concurrent RTP sessions. The SIParator• 52,has everything necessary for SIP trave rsal, including a SIP registra r and a SIP proxy, support for NAT and PAT and support fo r TLS and SRTP fo r encry pted signaling and media. *To get free licenses on the redundant/ fail over unit, it must be ordered within 3 months of base unit purchase. QTY MFG# PFI# DESCRIPTION lNGATE SIPARATOR GATEWAY· PHYSICAL INGATE 20 (400 MAX SESSIONS) INGATE 52 (2,000 MAX SESSIONS) SIPARATOR GATEWAY· VIRTUAL IGV·OOSW·OO 20006 3 In ate Software SIParator/ Firewall IGV·OOSW-00-FO 200063 In ate Software SIParator/ Firewall INGATE SIPARATOR LICENSES SIPERA TOR 20 / 52 PRlCE $ 1,100.00 $ $ 1,1 00.00 $ 75 IGSN·CCS ·MEAN 300012 CCS , Concurrent Calls SIP Trunk Session Licenses (Per Trunk Group) (5 Incl In Base Sys For SIP 21 & 50 Incl In Base S s For SIP 52 .Order Id Grou s of 5. lndvidual Lie's N/A $ 46 .00 $ 75 IGSN -CCS-FO 300013 CCS , Concurrent Calls SIP Trunk Session licenses Failover $ SHORETEL EQUIPMENT AND LICENSES (TO SUPPORT SIP TRUNKS) SHORETEL LICENSES 3 SH0-30139 300038 Virtual SIP Trunk license. Enables 50 SIP Trunks On A Shoretel Virtual SIP Trunk Switch . $ 3,750 .00 $ SHORETEL SWITCHES ADDITIONAL ITEMS & COMPONENTS ~--YE_s __ ~I Calibnil!llnslalatioflsle? Yes«No • AIJob Chan~Ordds(JCO's)m ~il U(f00%) upon dfliveryof~uipmen t ~ Tbe abow-quote do,$ notttlude lax ts and shipping charges. Equ ipment Subtotal $ Installation / Training $ 24 / 7 / 365 • Support w/SW Subscripti on $ 1 Year Pre mium Partner Su ort • No Advanced Re lacement of Phones $ Sub-Total S PFI/ Shore Tel /In ate· Discou nt $ TOTAL INVESTMENT (Tax & S&H NOT Included) $ ~Cu:sit)merft>~se,versk>fShorewatefwectDtsndDtstrbutedVM Wuidows 2008, Wndows 20t2(rls 14)orVMWate. Unless r,dudedabo"" CA Tax Est. $ S&H Estimate $ • Cust,me, lo~ datA netHolk (WJIWAN) thal sup pods 00S and Power over Ethemel Unless included elsewhere III flus p,opos!I TOTAL INVESTMENT (With Est. Tax+ S&H Included) 26 of 28 XTENDED 1,100.00 1,100 .00 3,450 .00 11 ,250 .00 16,900.00 2,906 .25 847 .50 1,153.13 21,806 .88 5,515.00) 16,291 .88 217 .00 $16,508.88 ate Packet Fusion Team Quote Number : KD-2018-0427-CCUP Quote Dat e: 512612018 Project: Maintenance I Support Customer Name : City of Cupertino Customer Contact: Bill Mitchell John Ghyselinck , Pre-Sales Eng ineer jghyselinck@packetfusion .com Kevin Doohan , Senior Account Executive kdoohan@packetfusion .com Matthew Pingatore, CEO knelson@packetfusion .com Dani el Bustamante, Order Process ing dbustamante@packetfusion .com Locati on: All MAINTENANCE/ SUPPORT/ SUBSCRIPTION SERVICES PAID UPFRONT OPTION: Year 1: Included Year 2: $ 10 ,177.08 Years 2 and 3 (3 years total) $ 17 ,555 .29 If in cluded in agreem ent and paid upfront with original purchase . 10% Discount Years 2, 3, 4 and 5 (5 years total) $ 33,711 .14 If included in agreement and paid upfront with original purch as e. 15% Discount Maintenance costs quoted above represent 4 hour response time. and full coverage for all equipment; our "Premium" best package available. Description Premium Maintenance Agreement additionally includes: • PPM -Primary Period of Maintenance : 24 x 7 x 365 • Response Time for Minor Malfunction: 2 hours by Telephone and 24 hours on site for California locations . • Response T ime for Major Malfunction : 1 hour by Telephone and 4 hours on-s ite for California locations . • Next Business Day Parts replacements for sites outside California but within US. • This SLA does not cover international locations. • Full Advanced Replacement Warranty on all equipment -phones not covered . • Packet Fusion Personal ized Web Portal for on-line account control, tracking and equipment inventory info . • All ShoreTel Software updates are included: Patches/ Fixes/ Updates/ New Releases -(hardware and OS labor not included). • Proactive Remote System Monitoring with Maintenance and Diagnostics • Access to Shore Tel.com website for Knowledge Base/ Whitepaper /FAQ's/ Downloads • Non Shore Tel Produ cts may require costs for upgrades . In addition to these services, the purchase of these contracts will entitle you to preferred rates on labor outside the scope of the contract including: Traffic Studies, Scheduled Customer Care, Software Upgrades, System Audits (power & grounding), After-hour services, & MAC (Moves, Adds, & Changes) Normal Business Hour Labor Rates T&M: $175 .0 0 per hour Support Customers: $125 .00 per hour for on site California Customer and all remote work worldwide . $175.00 per hour for all on site work for customers outside of California. ~Requirements for all Services: • Minimum billed labor hours of 0.5 for remote service & 1 hour for on-site services plus 1 hour of travel • After hour service rates will be based on 1.5x normal labor rates • Travel Charges may be applied to locat ions 25 miles outside of PFI office areas • All Materials will be charged separately • VPN access is required for remote support 27 of 28 PACKETFUSION ••••••••••••••••••• IIUN<ilNC, VOICE. DATA TO<iHHElt @ ShoreTel' Pure IP Unified Communications Solut ions PACKET FUSION/SHORETEL PRICING & ACCEPTANCE Sub-Total Investment: $ 152,369.23 (excluding optional items) Support Years 2 -5 $ 33,711.14 Estimated Sales Tax : $ 6,122.32 Estimated S&H : $ 2,090.75 Total Investment: $ 194,293.44 Notes: • The information contained in this quotation is proprietary to Packet Fusion , Inc. and customer named above . • Quote Expires 7/25/2018 Payment Terms: Initial invoice is 30% of equipment plus applicable taxes to be invoiced with payment due upon contract execution, 2nd invoice for the l]J Cash: balance of the equipment, first year of support, applicable taxes and shipping to be delivered and paid upon delivery of all equipment, 3rd and final invoice for support years 2-5 and installation and training to be delivered and paid upon project completion. 50% payment due upon contract signing. This payment will be refunded in full to the customer upon complete funding from the 0 Lease: customer's chosen leasing company. This down payment is waived if the customer leases the equipment through Great America! Financial Services and chooses the pre-funding option. Invoicing terms will be the same as Cash Option. The stated specifications , pricing and conditions are satisfactory and are hereby accepted as stated . Packet Fusion, Inc. is authorized to perform the work as specified . City of ;t__ I t(,rJ} T.,,t7 ¥ Signature: Printed Name: Packet Fusion, Inc. Signature: !J ~~ Printed Name : W. Todd Peterson Title : Pre sident 'All Job Changer Orders Are Billed in full, (@ 100%), Upon Delivery of Equipment 28 of 28 Purchase Order#: 1'° \ ~ -OO bOO L, J.O (Hard copy required) Date: Project Name : ShoreTel/Mitel Connect Install Date: 06/11 /2018 REM IT PAYMENTS TO : Packet Fus ion, Inc . PO Box 398 055 San Francisco, CA 94139-8055 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City . INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations , products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04 /13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. D Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts , errors and omissions, as appropriate to Consultant 's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form : a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five ( 5) years after completion of the Services. c . If coverage is canceled or non-renewed , and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Ex h. D-In suran ce Requ irem ent s for D es ig n Profess io nals & Co nsultants Co ntra cts F o rm Updat ed F eb. 201 8 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials , employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 3 7 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants . This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-Insurance R equ irements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM/D D/YYYY) ~ 6/7/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~i~cT Monina Lucas Edgewood Partners Insurance Center rA~9N,t ~v,I• 916-576-1512 I FAX License No. OB29370 IA/C Nol : 916-583-7613 P .O. Box 13847 ~ifl~~ss, monina.lucas@epicbrokers.com Sacramento CA 95853 INSURER($) AFFORDING COVERAGE NAIC# INSURER A : Travelers Prop Casualty Co of America 25674 INSURED PACKFUSI INSURER B: Travelers Property Casualty Ins . Co. 36161 Packet Fusion Inc 4637 Chabot Dr. Ste 350 INSURER C : Pleasanton CA 94588 INSURER D: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 509144394 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDIT IONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,~en '"""" POLICY NUMBER /MM/DD/YYYYl /MM/DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY ZLP71 M52139 317/20 18 317/20 19 EACH OCCURRENCE $1,000 ,000 -~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTt:D PREMISES /Ea occurrence\ $300 ,000 -MED EXP (Any one person) $10,000 -PERSONAL & ADV INJURY $1,000 ,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2 ,000 ,000 Fl DPRO-DLOC POLICY JECT PRODUCTS -COMP/OP AGG $2 ,000,000 OTHER: $ A AUTOMOBILE LIABILITY BA7G698080 317/2018 317/2019 rE~~~~~~~tf'NGLE LIMIT $1 ,000 ,000 -X ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJU RY (Per accident) $ -HIRED -NON-OWNED /p~~~fc~le~~AMAGE AUTOS ONLY AUTOS ONLY $ --$ A UMBRELLA LIAB HOCCUR ZUP71 M52152 317/2018 317/2019 EACH OCCURRENCE $5,000 ,000 -X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000 ,000 DED I X I RETENTION$ O $ A WORKERS COMPENSATION UB9K623585 317/2018 317/20 19 X I ~'rtuTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANYPROPRIETOR/PARTN ER/E XECUTIVE D N/A E.L. EACH ACCIDENT $1 ,000 ,000 OFFICER/MEMBER EXCLUDED ? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1 ,000 ,000 If yes , describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1 ,000 ,000 B Errors & Omissions ZPL91 M53691 317/20 18 317/20 19 Each Wrongful Act $2,000,000 Claims -Made Aggregate Limit $2 ,000 ,000 Retro Date : 217/07 Deductible $5 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space is required) Re : All Contracts/Written Agreements between the Certificate Holder and the Insured . Additional Insured: The City of Cupertino, its City Council, officers , officials . employees , agents , servants and volunteers. When required by written contract, additional insured status with primary coverage applies to General Liability and Automobile Liability and waiver of subrogation applies to General Liability, Automobile Liability and Workers' Compensation , all per the attached Specific endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Cupertino 10300 Torre Ave. AUTHORIZED REPRESENTATIVE Cupertino , CA 95014 a~~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SU PERSEDE S PRE VIOU SLY ISSUED CERTIFICATE Policy No .: ZLP71M52139 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED -(Section II) is amended to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Cover- age Part, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies . The person or organization does not qualify as an addit ional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is lim ited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability re- quired by that "written contract requiring in- surance". This endorsement shall not in- crease the limits of insurance described in Section Ill -Limits Of Insurance. b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render , any professional arch itectural , engineering or sur- veying services , including : i. The preparing , approving, or failing to prepare or approve, maps , shop draw- ings , opinions, reports , surveys , field or- ders or change orders , or the preparing , approving , or failing to prepare or ap- prove , drawings and specifications ; and ii. Supervisory , inspection , architectural or eng i neering activities . c) The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products-completed op- erations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured , and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis . that is available to the additional insured for a loss we cover under this endorsement. However , if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis , this insurance is primary to "other insurance" available to the additional insured which covers · that person or organization as a named insured for such loss , and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other in- surance", whether primary , excess , contingent or on any other basis , that is available to the addi- tional insured when that person or organizat ion is an additional insured under such "other insur- ance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result i n a claim . To the extent possible , such notice should include : CG D246 08 05 © 2005 The St. Paul Travele rs Compan ies , Inc . Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How , when and where the "occurrence" or offense took place ; ii. The names and addresses of any injured persons and witnesses ; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense . b) If a claim is made or "su it" is brought against the additional insured, the addit ional insured must: i. Immediately record the specifics of the claim or "suit" and the date rece ived; and ii. Notify us as soon as practicable . The addit ional insured must see to it that we receive written notice of the cla i m or "suit" as soon as practicable. c) The add itional insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions . d) The additional insured must tender the de- fense and indemnity of any cla i m or "suit" to any prov ider of "other insurance" wh ich would cover the add itional insured for a loss we cover under this endorsement . However , this condition does not affect whether the insur- ance provided to the additiona l insured by th is endorsement is pr imary to "ot her insur- ance" available to the additional insured which covers that person or organizat ion as a named insured as described in paragraph 3. above . 5. The following definition is added to SECTION V. -DEFINITIONS : "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an addit ional in- sured on this Coverage Part , provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed : a. After the signing and execution of the contract or agreement by you ; b. While that part of the contract or agreement is in effect ; and c. Before the end of the policy period . Page 2 of 2 © 2005 The St. Paul Trave lers Companies , Inc . CG D2 46 08 05 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage . However, coverage for any injury , damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part , and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only . Limitations and exclusions may apply to these coverages . Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered . A. Reasonable Force Property Damage -Ex- ception To Expected Or Intended Injury Ex- clusion B. Non-Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured -Employees And Volun- teer Workers -First Aid G. Who Is An Insured -Employees -Supervi- sory Positions H. Who Is An Insured -Newly Acquired Or Formed Organizations I. Blanket Additional Insured -Owners, Manag- ers Or Lessors Of Premises J. Blanket Additional Insured -Lessors Of Leased Equipment PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a . Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured . This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of rea - sonable force to protect any person or property . K. Blanket Additional Insured -Persons Or Or- ganizations For Your Ongoing Operations As Required By Written Contract Or Agreement L. Blanket Additional Insured -Broad Form Vendors M. Who Is An Insured -Unnamed Subsidiaries N. Who Is An Insured -Liability For Conduct Of Unnamed Partnerships Or Joint Ventures 0. Medical Payments -Increased Limits P. Contractual Liab ility -Railroads Q. Knowledge And Notice Of Occurrence Or Of- fense R. Unintentional Omission s. Blanket Waiver Of Subrogation B. NON-OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Pa ragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I -COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is : (a) Less than 75 feet long: and (b) Not being used to carry any person or property for a charge . C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION CG D417 0112 © 20 12 The Travelers Indemnity Company. All rights reserved . Page 1 of 6 Incl udes copyrighted mater ia l of Insurance Services Office , Inc. with its pe rmiss ion . COMMERCIAL GENERAL LIABILITY I -COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured ; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge . D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted . 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I -Cover- age A -Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion -All Pollution Injury Or Damage or Total Pollution Exclusion in its title . A separate limit of insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section Ill -Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION Ill -LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be : a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part . 4. The follow ing replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section : a. A contract for a lease of premises . How- ever , that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property dam- _ age" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you , if you rent such premises for a period of seven or fewer consecutive days . 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV - COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS -COVER- AGES A AND B of SECTION I -COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies . We do not have to fur- nish these bonds . 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS -COVER- AGES A AND B of SECTION I -COVER- AGES : d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work . Page 2 of 6 © 20 12 The Travelers Indemnity Company. All rights reserved. CGD4170112 Includes copyrighted material of Insurance Services Office , Inc. with its pe rmiss ion . F. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -FIRST AID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of provid ing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samaritan services" to a person . 2. The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED : Unless you are in the business or occupation of providing professional health care services , Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED -EMPLOYEES -SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co - "employee" in the course of the co-"employee 's" employment by you arising out of work by any of COMMERCIAL GENERAL LIABILITY your "employees " who hold a supervisory posi - tion . H. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED ORGANIZATIONS 0 The following replaces Paragraph 4. of SECTION II -WHO IS AN INSURED of the Commercial General Liability Coverage Form , and Paragraph 3. of SECTION II -WHO IS AN INSURED of the Global Companion Commercial General Liability Coverage Form , to the extent such coverage forms are part of your policy : Any organization you newly acquire or form, other than a partnership or joint venture , of which you are the sole owner or in which you maintain the majority ownership interest , will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organiza- tion . However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period , whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it ; or (2) Until the end of the policy period , when that date is later than 180 days after you acquire or form such organization , if you report such organization in writ ing to us within 180 days after you acquire or form it, and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period ; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization ; and c. Coverage B does not apply to "personal in- jury" or "advertising injury" aris ing out of an offense committed before you acquired or formed the organization . BLANKET ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured , but only with respect to liability arising out of the owner- sh ip, maintenance or use of that part of any prem - ises leased to you . The insurance provided to such premises owner, manager or lessor does not apply to : CG D417 0112 © 20 12 The Travele rs Indemnity Company. All rights reserved . Page 3 of6 Includes copyri ghted mate ria l of Insurance Se rvi ces Office, Inc. with its permis sion . COMMERCIAL GENERAL LIABILITY a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place , or "personal injury" or "advertising injury" caused by an offense that is committed , after you cease to be a tenant in that premises ; or b. Structural alterations , new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. (?\ BLANKET ADDITIONAL INSURED -LESSORS V OF LEASED EQUIPMENT The following is added to SECTION II -WHO IS AN INSURED : Any person or organization that is an equipment lessor is an insured , but only with respect to liabil- ity for "bodily injury", "property damage ", "per- sonal injury" or "advertising injury" caused , in whole or in part, by your acts or omissions in the maintenance , operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury'' caused by an offense that is committed , after the equipment lease expires . W BLANKET ADDITIONAL INSURED -PERSONS V OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITIEN CONTRACT OR AGREEMENT The following is added to SECTION II -WHO IS AN INSURED : Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an add itional insured on this Coverage Part is an insured. but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement ; and b. Is caused , in whole or in part , by your acts or om iss ions in the performance of your ongo ing operations to which that contract or agree - ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits wh ich you agreed to provide in the writte n contract or agreement , or the limits shown in the Declarations , whichever are less . Ii\ BLANKET ADDITIONAL INSURED -BROAD V FORM VENDORS The following is added to SECTION II -WHO IS AN INSURED : Any person or organization that is a vendo r and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured , but only with re- spect to liability for "bod il y injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement ; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business . The insurance provided to such vendor is subject to the following provisions : a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement , or the limits shown in the Declarations , which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you ; (2) Any change in "your products " made by such vendor ; (3) Repackaging , unless unpacked solely for the purpose of inspection , demonstration , testing , or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failu re to make such inspections , ad - justments , tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business , in connection with the distribution or sale of "your products"; (5) Demonstration , installation , servicing or repair operations , except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (6) "Your products" which , after distribution or sa le by you , have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Page 4 of 6 © 2012 The Trave le rs Indemnity Company. All rights reserved. CGD4170112 Includes copyrighted material of Ins urance Services Office, Inc. with its permission . Coverage unde r this provision does not apply to : a. Any person or organization from whom you have acquired "your products", or any ingre- dient , part or container entering into , accom- panying or containing such products ; or b. Any vendor for wh ich coverage as an add i- tional insured specifically is scheduled by en - dorsement. M. WHO IS AN INSURED -UNNAMED SUBSIDI- ARIES The following is added to SECTION II -WHO IS AN INSURED : Any of your subsidiaries , other than a partnership or joint venture , that is not shown as a Named In - sured in the Decla rations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the pol icy period ; and b. Such subsidiary is not an insured under simi- lar other insurance . No such subsidiary is an insured for "bodily inj ury" or "property damage" that occurred , or "personal injury" or "advertising injury" caused by an of- fense committed : a. Before you maintained an ownership interes t of more than 50% in such subsid iary ; or b. After the date , if any , during the policy period tha t you no longe r maintain an ownership in - terest of more than 50% in such subsidiary . N. WHO IS AN INSURED -LIABILITY FOR CON - DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II -WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Dec larat ions . This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II -Who Is An Insured. 0. MEDICAL PAYMENTS-INCREASED LIMITS The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to 5. above , the Medical Expense Limit is the most we will pay under Cove rage C for all medical expenses because of "bodily injury" sustained by any on e person. and w ill be the higher of: (a) $10 ,000 ; or COMMERCIAL GENERAL LIABILITY (b) The amount shown on the Decla rations of this Coverage Part for Medical Expense Limit. P . CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINI- TIONS Section : c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is de - leted . Q . KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS : e. The following provisions apply to Paragraph a. above , but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured : (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known to you (if you are an ind ividual). any of your partners or members who is an individual (if you are a partnership or joint ven ture). any of you r managers who is an ind ividua l (if you are a lim ited liabil ity company), any of your trustees who is an individual (if you are a trust). any of your "executive officers" or directors (if you are an organization other than a partnership , joint venture , limited liab ility company or t rust) or any "employee " au tho ri zed by you to give notice of an "occurrence" or offense. (2) If you are a partnership , joint venture , lim- ited liability company or trust , and none of your partners , joint venture members . managers or trustees are individua ls , no - tice to us of such "occurrence" or offense must be given as soon as practicab le only after the "occurrence" or offense is known by: (a) Any individual who is : (i) A partner or member of any part- ne rship or joint venture ; (ii) A manage r of any limited liabi li ty company ; CG D417 0 1 12 © 20 12 The Travel e rs In dem ni ty Compa ny. All r ights reserved . Pag e 5 of6 Includ es copyrighted materia l of Ins urance Services Office, Inc. with its permiss ion . COMMERCIAL GENERAL LIABILITY (iii) A trustee of any trust ; or (iv) An executive officer or director of any other organization ; that is your partner, joint venture member, manager or trustee ; or (b) Any "employee" authorized by such partnership , joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement , this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in . any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. ® BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LI- ABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization , we waive our right of recovery against such person or organiza- tion , but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury" caused by an offense that is committed ; subsequent to the execution of the contract or agreement. Page 6 of6 © 20 12 The Travelers Indemnity Company. All rights reserved. CG D417 0112 Includes copyrighted material of Insurance Services Office , Inc. with its pe rmiss ion . COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance prov ided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance , of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS : However , if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis , or a primary and non-contributory basis , this insurance is primary to other insurance that is available to such add itional insured which covers such additional insured as a named insured, and we will not share with that othe r insurance , provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place ; and (2) The "personal injury" or "advertis ing injury" for which coverage is sought arises out of an offense that is committed ; subsequent to the signing and execution of that con - tract or agreement by you . CG D4 25 07 08 © 20 08 The Tra ve lers Compa nies , Inc. Page 1 of 1 POLICY NUMBER: ZLP-71M52139 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 03/21/18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY TOT AL GENERAL AGGREGATE LIMIT DESIGNATED PROJECT($) -GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Total General Aggregate Limit: $4, ooo, ooo Designated Project(sl: Each "project" for which you have agreed, in a written contract which is in effect during this policy period, to provide a separate General Aggregate Limit, provided that the contract is signed and executed by you before the "bodily injury" or "property damage" occurs. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. The Total General Aggregate Limit stated in the Schedule above is the most we will pay for the sum of all: 1. Medical Expenses under COVERAGE C (SECTION I); 2. Damages under COVERAGE A (SEC- TION I}, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and 3. Damages under COVERAGE 8 (SEC- Tl ON I} regardless of the number of: a Insureds; b. Claims made or "suits" brought; c. Persons or organizations making claims or bringing "suits"; or d. Designated "projects" listed in the SCHEDULE above. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVER- AGE A (SECTION I}, and for all medical expenses caused by accidents under COVERAGE C (SECTION I), which can be attributed only to operations at a single designated "project" shown in the Schedule above: 1. A separate Designated Project Gen- eral Aggregate Limit applies to each designated "project", and that limit is equal to the amount of the Gen- eral Aggregate Limit shown in the Declarations. 2. Subject to the Total General Aggre- gate Limit stated in the Schedule above, the Designated Project Gen- eral Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "prop- erty damage" included in the "prod- ucts-completed operations hazard", and for medical expenses under COV- ERAGE C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under COVER- AGE A for damages or under COV- ERAGE C for medical expenses shall CG D3 21 01 04 © The Travelers Companies, Inc. 2004 Page 1 of 2 COMMERCIAL GENERAL LIABILITY reduce both the Total General Aggre- gate Limit stated in the Schedule above, and the Designated Project General Aggregate Limit for that des- ignated "project". Such payments shall not reduce the General Aggre- gate Limit shown in the Declarations nor shall they reduce any other Des- ignated Project General Aggregate Limit for any other designated "pro- ject" shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Gen- eral Aggregate Limit shown in the Declarations, such limits will be sub- ject to both the Total General Ag- gregate Limit stated in the Schedule above, and the applicable Designated Project General Aggregate Limit. C. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVER- AGE A (SECTION I), and for all medical expenses caused by accidents under COVERAGE C (SECTION I), which cannot be attributed only to operations at a single designated "project" shown in the Schedule above: 1. Any payments made under COVER- AGE A for damages or under COV- ERAGE C for medical expenses shall reduce the amount available under the Total General Aggregate Limit stated in the Schedule above and the General Aggregate Limit, or the Products-Completed Operations Ag- gregate Limit, whichever is applica- ble; and 2. Such payments shall not reduce any Designated Project General Aggregate Limit. As respects this Provision C., the limits shown in the Declarations for Each Oc- currence, Damage To Premises Rented To You and Medical Expense continue to apply. D. Part 2. of SECTION Ill -LIMITS OF INSUR- ANCE is deleted and replaced by the fol- lowing: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage B; and b. Damages from "occurrences" un- der COVERAGE A (SECTION I) and for all medical expenses caused by accidents under COVERAGE C (SECTION I) which cannot be at- tributed only to operations at a single designated "project" shown in the SCHEDULE above. E. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-Completed Op- erations Aggregate Limit, and not reduce the Total General Aggregate Limit stated in the Schedule above, the General Ag- gregate Limit, or the Designated Project General Aggregate Limit. F. For the purposes of this endorsement the Definitions Section is amended by the addition of the following definition: "Project" means an area away from . premises owned by or re~ted to yo~ at which you are performing operations pursuant to a contract or agreement. For the purposes of determining the applica- ble aggregate limit of insurance, each "project" that includes pre1:1ises involv- ing the same or conne~ting . lot~, or premises whose connection 1s inter- rupted only by a street, roadway, wa- terway or right-of-way of a railroad shall be considered a single "project". G. The provisions of LIMITS OF INSUR- ANCE (SECTION 111) not otherwise modi- fied by this endorsement shall continue to apply as stipulated. Page 2 of 2 © The Travelers Companies, Inc. 2004 CG 03 21 01 04 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage . However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part , and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights , duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE -GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage . Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period , which- ever is earlier. 0 BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured , of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period , to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage , but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF USE -INCREASED LIMIT I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II . C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in 8.5., Other Insurance , of SECTION IV -BUSI- NESS AUTO CONDITIONS : b. For Hired Auto Physical Damage Cover- age , the following are deemed to be cov- ered "autos" you own : (1) Any covered "auto" you lease, hire , rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company . All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission . COMMERCIAL AUTO perm1ss1on , while performing duties related to the conduct of your busi- ness . However, any "auto" that is leased , hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE : Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II -COVERED AUTOS LIABIL- ITY COVERAGE : (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds . 2. The following replaces Paragraph A.2.a.(4), of SECTION II -COVERED AUTOS LIABIL- ITY COVERAGE : (4) All reasonable expenses incurred by the "insured" at our request , including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph 8.7., Policy Period, Coverage Territory , of SECTION IV -BUSINESS AUTO CONDI- TIONS : (5) Anywhere in the world, except any country or jurisdiction while any trade sanction , em- bargo , or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease , hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease , hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households . (a) With respect to any claim made or "suit" brought outside the United States of America , the territories and possessions of the United States of America , Puerto Rico and Canada : (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may , at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or. "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies , that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE . (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II -COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages , settlements or defense expenses . (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary , excess, contingent or on any other basis . (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States , its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 © 2015 The Travelers Indemnity Company . All rights reserved . CA T3 53 02 15 Includes copyrighted material of Insurance Services Office , Inc . with its permission . You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy , but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America , its territories and possessions , Puerto Rico and Can- ada . We assume no responsibility for the furnishing of certificates of insurance , or for compliance in any way with the laws of other countries relating to insurance . G. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE : No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF USE -INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses , of SEC- TION Ill -PHYSICAL DAMAGE COVERAGE : However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses , of SECTION Ill -PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1 ,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type . J. PERSONALPROPERTY The following is added to Paragraph A.4., Cover- age Extensions , of SECTION Ill -PHYSICAL DAMAGE COVERAGE : Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is : (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage . K. AIRBAGS The following is added to Paragraph 8.3., Exclu- sions , of SECTION Ill -PHYSICAL DAMAGE COVERAGE : Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only : a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy ; b. The airbags are not covered under any war- ranty ; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV -BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to : (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". ® BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us , of SECTION IV -BUSINESS AUTO CONDI- TIONS : 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelers Indemnity Company . All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office , Inc . with its permiss ion . COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph 8.2., Con- cealment , Misrepresentation, Or Fraud, of SECTION IV -BUSINESS AUTO CONDITIONS : The unintentional omission of, or unintentional error in , any information given by you shall not prejudice your rights under this insurance . How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. Page 4 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission . 4. Loss Payment -Physical Damage Cover- ages At our option, we may : a. Pay for, repair or replace damaged or sto- len property ; b. Return the stolen property , at our ex- pense . We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will in- clude the applicable sales tax for the dam- aged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another , those rights are transferred to us . That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them . B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form . 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form . It is also void if you or any other "insured", at any time, intentionally con- ceals or misrepresents a material fact con- cerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form . 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge , your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state . 4. No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- COMMERCIAL AUTO son or organization holding, storing or trans- porting property for a fee regardless of any other provision of this Coverage Form. ~ Other Insurance V a. For any covered "auto" you own, this Coverage Form provides primary insur- ance. For any covered "auto" you don't own , the insurance provided by this Cov- erage Form is excess over any other col- lectible insurance . However, while a cov- ered "auto" which is a "trailer" is con- nected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is : (1) Excess while it is connected to a mo- tor vehicle you do not own ; or (2) Primary while it is connected to a covered "auto" you own . b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own . However, any "auto" that is leased, hired , rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Covered Autos Liability Coverage is pri- mary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary , we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis . 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy be- gan . We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any . The due date for the final premium or retrospective pre- mium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund . CAOO 011013 © Insurance Services Office, Inc ., 2011 Page 9 of 12 ~ TRAVELERSJ ONE TOWER SQUARE HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) -001 POLICY NUMBER: UB-9K623585 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule. The addit ional premium for this endorsement shall be 02. 000 % of the California workers' compensation pre- mium . Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER Schedule Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 3/7 /18 Insured Packet Fusion, Inc. Policy No. UB-9K623585 Endorsement No . Premium Insurance Company Travelers Property Casualty Company Countersigned by ___________ _ of America DATE OF ISSUE: 03 -27 -1 7 ST ASSIGN : Page 1 of 1 POLICY NUMBER: ZLP71M52139 COMMERCIAL GENERAL LIABILITY ISSUE DATE : 6 -7 -18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON($) OR ORGANIZATION($): City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants PROJECT/LOCATION OF COVERED OPERATIONS: 1. WHO IS AN INSURED -(Section II) is amended to include the person or organization shown in the Schedule above, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" on or for the project , or at the location, shown in the Schedule . The person or organization does not qualify as an addi- tional insured with respect to the independent acts or omissions of such person or organiza- tion . 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of th is Coverage Part shown in the Declarations exceed the limits of liability required by a "written contract requiring insurance" for that additional insured , the insurance provided to the additional insured shall be limited to the limits of liability required by that "written con- tract requiring insurance". This endorsement shall not increase the limits of insurance de- scribed in Section Ill -Limits Of Insurance . b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural , engineering or sur- veying services , including : i. The preparing, approving , or failing to prepare or approve , maps , shop draw- ings, opinions , reports, surveys. field or- ders or change orders, or the preparing , approving , or failing to prepare or ap- prove. drawings and specifications; and ii. Supervisory , inspection, architectural or eng ineering activities . c) The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products-completed op- erations hazard" unless a "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance" requires you to provide such coverage CG 02 47 08 05 © 2005 The St. Paul Travelers Compan ies . Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY or the end of the policy period , whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary , excess , contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if a "written contract requiring insurance" for that ad- ditional insured specifically requires that this in- surance apply on a primary basis or a primary and non-contributory basis, this insurance is pri- mary to "other insurance" available to the addi- tional insured which covers that person or organi- zation as a named insured for such loss , and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other insurance", whether pri- mary , excess , contingent or on any other bas is , that is available to the additional insured when that person or organization is an additional in- sured under such "other insurance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a cla im. To the extent possible , such notice should include : i. How, when and where the "occurrence" or offense took place ; ii. The names and addresses of any injured persons and witnesses ; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense . b) If a cla im is made or "suit" is brought against the additional insured , the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received ; and ii. Notify us as soon as practicable . The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable . c) The additional insured must immediately send us copies of all legal papers rece ived in connection with the claim or "suit", cooperate with us in the investigation or settlement of the cla im or defense against the "suit", and otherwise comply with all policy conditions . d) The addit ional insured must tender the de- fense and indemn ity of any claim or "suit" to any provider of "other insurance" which would cover the additional insured for a loss we cover under th is endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to "other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. -DEFINITIONS : "Written contract requir ing insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part , provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed : a. After the sign ing and execution of the contract or agreement by you ; b. While that part of the contract or agreement is in effect ; and . c. Before the end of the pol icy period . Page 2 of 2 © 2005 T he St.Paul T ra ve lers Compan ies . Inc . CG D2 47 08 05 POLICY NUMBER: ZLP71M52139 COMMERCIAL GENERAL LIABILITY ISSUE DATE : 6 -7 -18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV- COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following : We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1