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2017-29852 Reso 2017-29852 RESOLUTION NO. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AMENDING RESOLUTION NO. 2016-29545, AND APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE, SUBSTANTIALLY IN THE FORM ATTACHED TO THIS RESOLUTION AS COMPOSITE EXHIBIT "A", AN AGREEMENT BETWEEEN THE CITY AND ATOS IT SOLUTIONS, INC., A DELAWARE CORPORATION, AS UNIFY, INC.'S SUCCESSOR-IN-INTEREST BY ACQUISITION FOR HOSTED AUTOMATIC CALL DISTRIBUTOR SERVICES. WHEREAS, on July 13, 2016, pursuant to Resolution No. 2016-29473, the Mayor and City Commission accepted the recommendation of the City Manager to reject all proposals received pursuant to Request For Qualifications (RFQ) No. 2016-107-WG for hosted automatic call distributor services; and, in the alternative, waving, by a 517th vote, the competitive bidding requirement, finding such waiver to be in the best interest of the City; and authorizing the Administration to enter into direct, simultaneous negotiations with AT&T Corp. and Unify, Inc., respectively, for hosted automatic call distributor services; and further directing the Administration to submit the final negotiated agreement to the Mayor and City Commission for approval; and WHEREAS, the Administration, as directed by the City Commission, has negotiated directly and simultaneously with AT&T Corp. and Unify, Inc., respectively, for hosted automatic call distributor services; and WHEREAS, the hosted automatic call distributor services offered by AT&T Corp. and Unify, Inc., are based on the same web-based software platform provided by inContact, a commonly deployed cloud-based automatic call distribution solution; and WHEREAS, there are no major functional distinctions between the services and system platforms offered by AT&T Corp. and Unify, Inc., therefore, staff compared the pricing proposed by each firm; and WHEREAS, Unify has offered the City a slightly more cost-effective solution; and WHEREAS, the City is already utilizing Unify, Inc. for similar services in other operational areas (e.g., phone switch) and Unify, Inc. has performed well under its current contract with the City; and WHEREAS, on September 14, 2016, the Mayor and City Commission adopted Resolution No. 2016-29545, accepting the City Manager's recommendation that the Administration be authorized to enter into an agreement for hosted automatic call distributor services with Unify, Inc., in substantial form, subject to legal review and form approval by the City Attorney of the final negotiated agreement; and WHEREAS, on November 10, 2016, Unify was provided with a letter officially declaring an impasse in the negotiations between Unify and the City, as a result of Unify's refusal to accept the City's "Termination for Convenience" clause, and further allowing Unify to reconsider their acceptance of the agreement; and WHEREAS, on November 18th, 2016, Unify responded to the negotiations impasse letter by accepting the terms of the agreement between the City of Miami Beach and Unify for hosted automatic call distributor services; and WHEREAS, during the procurement process, on or about January 2016, Atos IT Solutions & Services, Inc. (Atos) completed a transaction to acquire Unify, with Atos emerging as Unify's successor in interest by acquisition; and WHEREAS, as a result of the acquisition of Unify, Atos IT Solutions & Services, Inc. will assume all of Unify's obligations and responsibilities under the solicitation and agreement, as Unify's successor in interest by acquisition. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby amend Resolution No. 2016-29545, and approve and authorize the Mayor and City Clerk to execute, substantially in the form attached to this Resolution as composite Exhibit "A", an agreement between the City and Atos IT Solutions, Inc., as Unify, Inc.'s successor in interest by acquisition, for hosted automatic call distributor services. PASSED AND ADOPTED this //7 day of Na/ 2016. ATTEST: "A\ BEA 0, V:•• 04�i�, Philipft�in-%Mayor Al -Z✓ - v • / R. ael ierana••, s ' C er. ,,� .rs.�.•16.. G * CORP1NORATED; APPROVED AS TO FORM & LANGUAGE & F• E ECUTION - City Attorney it"�'' Diet Resolutions - C7 D MIAM BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales, City Manager DATE: May 17, 2017 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AMENDING RESOLUTION NO. 2016-29545, AND APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE, SUBSTANTIALLY IN THE FORM ATTACHED TO THIS RESOLUTION AS COMPOSITE EXHIBIT "A," AN AGREEMENT BETWEEN THE CITYAND ATOS IT SOLUTIONS, INC.,A DELAWARE CORPORATION, AS UNIFY, INC.'S SUCCESSOR-IN-INTEREST BY ACQUISITION FOR HOSTED AUTOMATIC CALL DISTRIBUTOR SERVICES. RECOMMENDATION Approve the Resolution. ANALYSIS The City is seeking a solution to provide hosted automatic call distribution services to the City's call center that serves residents, business and visitors interacting with the Finance, Parking, Public Works, Building and Transportation Departments. To seek responses from interested parties, the City released Request For Qualifications (RFQ) No. 2016-107-WG for hosted automatic call distributor services in April 2016. On July 13, 2016, pursuant to Resolution No. 2016-29473, the Mayor and City Commission accepted the recommendation of the City Manager to reject all proposals received pursuant to Request For Qualifications (RFQ) No. 2016-107-WG for hosted automatic call distributor services; and, in the alternative, waive, by a 517th vote, the competitive bidding requirement, finding such waiver to be in the best interest of the City, and authorized the Administration to enter into direct, simultaneous negotiations with AT&T Corp. and Unify, Inc., respectively, for hosted automatic call distributor services; and further directed the Administration to submit the final negotiated agreement to the Mayor and City Commission for approval. The City met and negotiated with both bidders and unanimously selected Unify as the bidder presenting the most favorable agreement to the City. On September 14, 2016, the Mayor and City Commission accepted, through Resolution No. 2016-29545, the City Manager's recommendation that the Administration be authorized to enter into an agreement for hosted automatic call distributor services with Unify, Inc., in substantial form, subject to legal review and form approval by the City Attorney of the final negotiated Page 195 of 878 agreement. However, on November 10, 2016, the City declared an impasse in the negotiations between Unify and the City, as a result of Unify's refusal to accept the City's "Termination for Convenience" clause. In light of the negotiations and subsequent impasse with Unify, the City opened the new in- house Call-Center, located at 1755 Meridian Avenue, Suite 100, within the Finance Department's Customer Service Center. The Call-Center was opened on November 1st, 2016, with the goal of providing excellent customer service to the residents and businesses of Miami Beach in each and every customer contact. The call-center currently answers customer phone calls for the following City Departments: Building Department(70,000 phone calls in FY 2015/16) • Finance Department(27,000 phone calls in FY 2015/16) • Parking Department (15,000 phone calls in FY 2015/16) • Transportation Department(230 phone calls in FY 2015/16) On November 18, 2016, Unify responded to the negotiations impasse letter by accepting the terms of the agreement between the City of Miami Beach and Unify for hosted automatic call distributor services. The Administration and the City Attorney's Office has been negotiating with Unify to finalize the agreement. In the interim, on or about January 2016, Atos IT Solutions & Services, Inc. (Atos) completed a transaction to acquire Unify, with Atos emerging as Unify's successor in interest by acquisition. As a result of the acquisition of Unify, Atos IT Solutions & Services, Inc. will assume all of Unify's obligations and responsibilities under the solicitation and agreement, as Unify's emerging successor in interest by acquisition. The Administration believe that the agreement with Atos IT Solution & Services includes several state-of-art Automatic Call Distributor (ACD) system features for the new Call-Center, which will provide the City with an increased level of service. The ACD system will assist with providing the most optimum level of service for customer interactions, with solutions addressing: • Skill-based routing; • Predictive routing; • Multi-location and at-home agent capabilities; • Inbound/Outbound call blending; • Automatic call back; • Supervisor Monitor/Coach/Barge; • Call Recording with limited archiving; • Email, Chat and Voice interaction capabilities; • Audio redaction of credit card information for PCI compliance. CONCLUSION The Administration recommends that the Mayor and City Commission approve the Resolutions approving and authorizing the Mayor and City Clerk to execute the agreement, substantially in the form attached to this Resolution as Exhibit "A", between the City and Atos IT Solutions, Inc., as Unify, Inc.'s successor in interest by acquisition, for hosted automatic call distributor services. Page 196 of 878 KEY INTENDED OUTCOMES SUPPORTED Ensure That A Universal Culture Of High Quality Customer-Service Is Driving The Conduct Of The City Commission And All City Employees FINANCIAL INFORMATION All expenditures will be based on funds approved through the City's budgeting process. Contract costs include the following: • One time implementation charge of $21.228.88 • Monthly recurring charges of $2,388.28 for a total of $28,659.36 for a year. • Network connectivity and usage charges. Amount $49.086.27 Account 1 160-43000'000326 for the first full year of the agreement. The cost of subsequent year's monthly charges shall be based on the approved budget in each given fiscal year. Legislative Trackina Finance/Procurement ATTACHMENTS: Description D Resolution o Statement of Work o Schedule A Fees O Hosted Services Agreement o Cloud Contact Center Services o Suplement for Cloud Center Services � Cloud Contact Center Services Supplemental Terms Exhibit O inContact Service Contract Page 197 of 878 eos. Statement of Work OpenScape Cloud Contact Center City of Miami Beach SOW No.: CSD03022015-01 Sales Representative: Tim Simpson Version: 1.0 Date: March 21, 2017 Copyrqht 70,7,Atos T Solutions and SE-rVICtS, Inc Statement of Work Page 200 of 878 • 1 Introduction 3 2 Services Overview 3 3 Services Scope 3 3 1 Number of Agents 3 3.2 Functional Sccpe 3 3.3 Connectivity 4 4 Services Deliverables 6 4.1 Implementation 6 5 Project Plan 6 6 Responsibilities 6 7 Contacts 7 8. Signature Block 8 n}.,ghr 7n17,Arns IT Solkt.om and Sen.Ice,,ink. Statement of Work Page 2 Page 201 of 878 1 introduction This Statement. of Work ("SOW") defines the OpenScape Cloud Contact Center Services, including the OpenScape Cloud Contact Center Software hosted as a service ("SeaS") (collectively, the"Services") tha: Atcs IT Solutions and Services, Inc ("Company") will provide to the City of Miami Beach (`Customer") Company use a contractor inContact_ Inc. (-Contractor") in the delivery of the Services. This SOW includes a description of the scope of the Services. Services deliverables and responsibi ities to implement the Services described herein. The Agreement for Hosted Services. No. COMB-0916-0001A, by and between the parties dated March 2017, and the Cloud Contact Center Services Supplemental Terms Exhibit, Exhibit No. CCCS (collectively. the "Agreement") shall govern the performance of this SOW and are incorporated herein. 2 Services Overview The Services will be used in conjunction with the Customer's existing phone system products manufactured by Unify Inc. at the Customer's site location at 1 700 Convention Center Drive; Miami Beach, Florida 33139. All Services under this SOW will be performed remotely This SOW describes the scope of the OpenScape Cloud Contact Center solution and the necessary prerequisites required from Customer. For the operation of the solution, a contract with a carrier is necessary to realize the routing of service numbers to the OpenScape Cloud Contact Center platform (assignment of toll-free service numbers. DID assignment, etc.) and the connection between the contact center platform and the agent phones. The contract must be entered into by and between the Customer and the carrier and is outside the scope of this SOW. 3 Services Scope 3.1 Number of Agents The Services will support 10 Customer call center agents. 3.2 Functional Scope The following table outlines the quantity of licenses by types of Services that are included in the scope of this SOW: in scope Not in scope Hardware = None • Workplace equipment(PC, telephones, etc.) Appticai9n,:; • 1 Base package Services • 10 Concurrent Agent 4 universal ports • 10 voice recording • 1 storage and data management • Care Customer Success Package • I ettt that n ''`' • 1 Implementation Package—Workgroup • Installation and as defined in Section 4.1.1. of this SOW configuration in the • Customer Training Customer's existing PABX product(s) c;Copyright 2017,i;tos, solations and Services,inc. Page 202 of 878 in scope Not in scope ' " Travel time and Project Management travel costs " 40 Company Project management hours ° Internal arrangements e g. personnel decisions) Customer is responsible for the installation and configuration of the Customer's existing PBX products in the implementation phase In the event that the scope specified in this Section 3 2 is changed by mutual agreement of Customer and Company pursuant to the change order procedure defined the Agreement, such changes will be provided by the Company pursuant to a separate quotation from the Company at the Company's then-current time and materials charges 3.3 Connectivity In summary, the OpenScape Cloud Contact Center solution functions as follows: Each contact that goes through the cloud has two legs—an inbound leg that is routed to the Company's Cloud (ALeg). and anoutbound leg tha�iarouted komthe Company's cloud 10 the Cu�omo�aagents (BLeg). The solution will utilize the Customers existing PBX manufactured by Unify Inc. The A-Leg (ingress) and B-Leg (egress will use dedicated single PRI for inbound and outbound, with 4 universal ports for queuing This will be done in two phases in order to meet the Customers desired production date of October 2016. Phase Phase 1 will leverage PSTN connectivity. Phase 2 will be PRI once the PRI circuit is installed and tested, as PRI installation requires 45 days from signature A general overview o the overall OpenscapeCloud Contact Center solution is given in the following graphical representation: 77 CopvrOOt 2017,Ales IT Soiutons and Senoces,inc. Statemento/Wom Page 4 • - --- _ , Open titerraet Contact T Intelligeed T Sertic•s, 3333es 3,33••-343 tt,r 3"43-.3,33 s C -333-3 es-i▪t,-A tortos-343.. st St^1 .. ,▪ 43/".33/323-3/34- vr"..-", «7: frC,..rta,,•1:4113333/I. tIesitts„es k.,774MA, ( Stipporteet ''''ss44, Dallas 3,-33.. • logoese 3-3.43tszo, Z1.'1333,3;'443343,433s • Esress C st3333,33°.,33',to...a 143,3433e,s, • tos-etess Ptosis toosrsg Utter/As IFteetse refer to loop spot+) • -71 2C-45 tE331,e33 E'ArS Spettal Consid.talloOts. • sto-te 4:-3,e,333 5,r4 ,33 ese,3C3•33.3•31.Data 3e/tests, • •433./3,34331:431 33--333 3/3 3.33,.3 3 be re/4.st./.1 eteeettet4 ,;• 4 p I •;• . .44 - =41,uots,.0,4%04, „ . . C,-py:Ight 2017,Ains1 S 3;1,-;5314"4,CetO,It1C. Scatement of PapL.-5 Page 204 of 878 4 Services Deliverables • ACD: Intelligent and flexible Software with skids-based routing enables theCustomer to direct its callers to the right person. regardless of the site location. • IVR: Feature functionality which enables the Custoiner to create a mix of self-service and agent-managed contacts. • Call Recording: Call recording for business unit to record call/conversations between agents and callers/called parties includes monitoring, coaching and barge in. • Reporting: Real-time status display and historical reporting • Network Connectivity: PSTN connectivity is the proposed connectivity option to allow the Customer an effective option to communicate. 4.1 Implementation The following packages of Services will be implemented under this SOW 4.1.1 Workgroup Implementation Implementation of the services will be performed by 3D Communications. This package includes the following: • Up to 20 Named Seats/Stations • Experienced Implementation Consultant overseeing the implementation end-to- end • Up to 50 points of contact • Includes voice, e-mail, fax and chat capability • Up to 5 scripts • Up to a total of 25 menu options • Up to 5 skills per agent • One hour of remote customer design review • One hour of remote post-build review • Remote go-live support and up to one hour of follow-up Detailed call flow diagrams are not available at this time. These will be created during the development for the Business Requirements Document (BDR). 5 Project Plan An implementation project plan and milestone schedule ("Project Plan")will be mutually developed, documented and agreed upon by the parties in a design conference call or workshop after execution of this SOW. The project plan will include the Business Requirements Document (BDR). The Customer will sign-off on the Project Plan prior to commencement of the implementation. Company will provide the Customer with written notice when the Project Plan has been fully implemented and the Services are ready for use in a production environment. 6 Responsibilities Customer responsibilities under this SOW are as follows: • Appointing an available, technically competent project manager who is authorized to make decisions related to the Services for the Customer. • Cooperating with the Company and Contractor to develop the Services specification. • Providing all the information and documents reasonably required by the Company and Contractor to implement the Services, (Ft)Copyright 2017' Aios IT SOILi Sons and Services, Inc. Statement of Work Page 6 Page 205 of 878 • Providing the Customer site hardware and network infrastructure necessary to meet the minimum system specifications provided by the Company in the design review meeting_ and required to implement the Services. • Providing the necessary hardware components, climate, installation location power supply. LAN wiring, and other pertinent environmental requirements • Providing network addresses and configuration of the necessary routers and firewalls to connect the Services applications to the Customer's LAN. • Providing any connections between the Services applications and the Customer's phone sets, unless specified to the contrary in this SOW. • Providing the applicable routing of service numbers. such as toll free number assignments and DID assignments to the Services applications, unless specified to the contrary in this SOW. • Ensuring in advance that the necessary ports are released in the Customer's LAN to pass through the Customer's firewall. • Any required software component installation that may be required on the Customer's workstations. • Providing the Company and/or Contractor with full, free and safe access (virtual and remote) to the Customer's premises and the related Services applications necessary for the Company to perform its obligations under this SOW. • Providing the Company and/or Contractor with remote access to the Services applications for remote diagnosis and maintenance. • Internal Customer organizational coordination and communications. • Contract with a Company approved carrier for required connectivity with the Services and the Customer's telephone numbers.' 7 Contacts The Company contacts under thiSiiSOWwill be: Name: Fidel Miranda Phone Number: +1 (305) 673-7000 ext. 6883 E-mail Address: `idelmirandamiamibeachfl.ciov Name: Tim Simpson Phone Number: +1 (561) 561-7075 E-mail Address: tim.simpson(rtatos.net Dusty Stanford Phone Number: +1 (847) 598-3861 E-mail Address: dusty.stanford@unify.com Name: Kirk Broussard Phone Number: +1 (408) 492-2750 E-mail Address: kirk.broussardunify.com • Copyright 2017,Abos IT Solutions and Services, Inc. _. Page Page 206 of 878 8. Signature Block By the signatures of their duly authorized representatives below, Supplier and Customer, intending to be legally bound, agree to all of the provisions of this SOW as of the Effective Date set forth above. City of Miami Beach Atos IT Solutions and Services, Inc. By By Authorized Signature Authorized Signature Name(Type or Print) Date Name (Type or Print) Date ©Copyright 2017,Atos IT Solutions and Services,Inc. Statement of Work Page 8 Page 207 of 878 Schedule A Orde,ing Docur'e C.D',-itore,Name and .1,dg,-ess triThte 3 21.23"T Page No -I o'2 centF., cpm 213003032016-O Agreement Do COMB-Oh ter-Ciii)tirri\ Prodir;ct Location Address Prernisesi Reference Exhicit tic CCCS F1 t1•3'1 C Entei Dr Redefence Er o2Ito 231009 2i Customer Contact Fidel Mrranda hrtended Cutoveri t325 673-7000 ext 6383 ImplementatiorAnstallation Date TBD: Ern alt Address. fidelmiranda@miarniereachft gov Quote Expiration Date 4:30,2017 Corparly Office Address Aos IT Solohords and Services Inc 2650 II Military Trail Boca Raton.FL 33431 Siemens Contact Tim Stmpson Scope of Work: Company viit provide the OpenScape Cloud Contact Center services set forth herein Monthly Recurring Charges(excluding sales tax): $2,388.27 Non-Recurring Charges(excluding sales tax): $21,226,88 By signing this Schedule A Ordering Document Ales IT Solutions and Services, Inc (Company)and the Customer (Customer)agree that the terms of the referenced Agreement(Agreement). as modified by this Schedule A, apply to the Products and Services listed in this Schedule A. The Products and Services ordered under this Schedule A will have a three(3)year term starting from the installation Date. The prices in this Schedule A are valid provided Company receives the Schedule A and. if applicabie,the referenced Agreement, signed by Customer, on or before the Quote Expiration Date specified above. Accepted by: Accepted by: City of Miami Beach Atos IT Solutions and Services,Inc. By: By Name(type or print) Date Name(type or print) Date Page 208 of 878 P Jo I'L (":,oto'„o ,3'..1.:--,'"o-',.2.?•'. '-.', ..,;`, PRODUCTS ORDER DETAILED LIST OF PRODUCTS AND SERVICES — CtiSt0111,Pr Recurrinn Monthly Services: r-..,,,,. E".....i,nleil i,s1 nni.e Disc,,iini Terri Concurrent Agent(per Agent) 1G S3 14.,;0 52,015 34 51,13364 Universal Port(per port) a 567C 03 542880 5241 20 Storage and Data Management(per GB) 1 ¶47 20 51508 $2412 Voice Recording(per Station/Concurrent Agent) 13 S225 13 52004 $135 OE Care 1 51.139 CO ¶20475 5854 25 Total Monthly Recurring Charges $5,223 30 52,835.03 52,388,27 Customer Pric,, Non-Recurring Services: Qt./ EAteqclor;Lot Pri,,.. DIscount Total Workgroup Implementation(Up to 20 Users 1 S9,548 00 50.00 ¶9 543 00 included) Short Courses(1 session,2 hours) 1 51.431 00 50 00 51,491 88 Long Courses(2 sessions,2 hours each 1 $2,387.00 50.00 52 397 00. Unify Proj Mgt Hours 40 87 500 00 53.00 57.800 00 Total Non-Recurring Charges $21,220.68 $000 521,228.88 Page 209 of 878 • . . . . . Agreement for Hosted Services Regles Silme ArMrsss Arthteemerii le!,rt COMBJY31'-C3n1.A c.m, Memu be.33b miry'Simi I 73,0 Curs,stsai Etsrcei Pmett. FL 3.3.13t:: tSims. 33Mrs -)s, rts.urme, .str: ,Cersrmey, see! efier eur Ceymmer sime Me.;Agreement for Hcrsted Sens:es ,'•sclilnerfien,.1 AfIr.`r SL;FT-c: retitm 3.to you. tr:sitm,rh to Companys"o r' of :rot:mil-al orders. ysir m],/th0rre:Ift0,r or.her htts-..-3 Services 1. DEFINITIONS agree at netwtestLind.og anything ts the on ho C:A7,parly "Enterprise" f ns csumorulsth rt,ther enttly Emu the the bgnt to rets a copy rerf alb;tangible filatr,AiS. thd!. CO;'or 91 matt h msrtt, tisi more Mtm that are stir-idled in Me ins to you tor its records United States or Pnemii Smth entems Order 0hder ;J:js 4. LICENSE GRANT Agreem era. 0,,i fir they aigh,re is,Me tyrtgts ce this Agreen,erh "Exhibit"means suebleinerital terms arm mrtmdisitms specific to par- An xhlbms) reberenced in an Ordering Document desumes license grant applicable to ihe Services ircuLh! hosted Service:, urid,ar thc Actrer•I'lleW ,shl.m are refereiihed 00 as Ordering Dem :m=;rt 5. WARRANTY 'Ordering Document moans a bicheidum A, instal:my-Di ()Mange An Exbibit(s) referenced in an Ordering Dcc.ument describes Me Order or Change Order itCharige Order] or other Comparg, ordmiej warranty-terms applicable to the Sitibylbes dOCU0lOil thatlOhh100h--IteS :(±.nriS TOr homed Setr,iCriS "Premisesye00 urShil,r001 00rvice refes- ermed inan Ordering D:ticihnegt 6. COMPANY INDEMNIFICATION "Purchase Price"inears r"s": I,r Services.. Company agrees;0 indemnify,deleml and save yrAr harmless iicm "Services"means hosted services prot-'c ysis as doscribed ri 0 claim resulting in 0 final judenienl against'yOu by a court of oornpe- earth apphcable Statement Dr V-4erir: tent jUriSdiCtion for carnage to real property_ intellectual oropertv or "Software" its 50,ft--,V010, 01010ding all copies arut rtocbmento- tangible persont.il property or from any damage arising from bodiiy tion. provided to you under this Agreement,itiny ry, including death, to the extent such damage is caused hy Compa- ny's negligence Or intentional misconduct in the performanc,e of ibis 2. PURCHASE PRICE,PAYMENT TERMS AND TAXES Agreement: provided give Company prompt :written notice of The Purchase Price and payment terms for Services it order win any such ciaim promptly-after you first receive ntifiation ocof the claim: soecified on an Ordering Document. , i,D; allow Company sole control of the defense ttlnd all rel,ited settle- 3. TITLE,OWNERSHIP AND INTELLECTUAL PROPERTY ment nectebations:and re)fully cooperate Company You msbnoodedge at all tibe, ownersMp and ntellectual property 7. LIMITATION OF LIABILITY rights to the Services, inck.iding. but not limited topatents,rriryrights. The total liability of Company.its suppliers and subcontrtictors or of trademarliis and similar proprietary rights in 1', Seryines.provided R17- you is for actual damages oniy.arid will not exceed the amount paid to suast to the Aoreement will not be considered works made Cr hire and Company for Services provided under this Agreement,at the Prernises wilI remain at all times vested in Company, No right, title or interest where the damage occurred, for the 12-month period preceding the shall pass to you other than theiright to possess, use and authorize date the damage occurred. This limitation rbe' not apply to Section I your agents to use the Service's subject to the terms of the Agreement 7(.Company Indemnification. You agree not to sell, assign, lease. pledge, or otherwise. encumber UNDER NO CIRCUMSTANCES WILL YOU OR COMPANY BE any interest in the Services, and,as applicable,to keep the same free LIABLE FOR DAMAGES RESULTING FROM: (A) LOSS OF from any liens,encumbrances, or any other rights or claims Mat could STORED, TRANSMITTED OR RECORDED DATA; (8) CONS& be asserted by a third party. Notwithstandlng Pie foregoingor any- QUENTIAL DAMAGES(INCLUDING LOST PROFITS OR SAVINGS). thing to the contrary in lois Agreement, ail data generated under this INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF YOU Agreement shah be owned exclusively by you. OR COMPANY ARE INFORMED OF THEIR POSSIBILITY; OR (C) You agree to identity to Company,in writing,any of your intellectuai USE OF SERVICES OUTSIDE THE UNITED STATES AND PUERTO property,or third party intelleettral property provided by you to Ci Mpa- RICO.THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS nythat is to be used in or with tire Services, if applicable. you will re- OF LEGAL THEORY UPON WHICH THE CLAIM IS BASED, EVEN malo solely responsible for obtaining licenses for and payment of any IF THE REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSEN- license fees in connection with any of your intellectual property.or third TIAL PURPOSE, party intellectual property provided by you that is used in er with the 8. TERM AND TERMINATION Services. The term of this Agreement is three(3)years.The Agreement may You acknowledge that Company provides similar services to the Services under the Agreement for other customers, and agree that be renewed for two(2)successive one-year periods if the parties exe- nothing in Inc Agreement will be deemed or construed to prevent cute Ordering Documents to extend the Services for such subsequent one-year periods at least ninety(90)days prior to Inc expiration date of Company from providing such services to other customers. Nothing in the then-current term. Customer may terminate the Services at any the Agreement. or an associated SOW, preclude Company from developing for itself, or for others, materials that are competitive with time by providing the other party one hundred eighty (180) days ad- those produced as a result of the Services provided pursuant to the vance written notice. If either party is not substantally complying with the terms of this Agreement, irrespective of their similarity to items which may be deliv- i Agreement, the ether party vvill have the right to give prompt 'written ered to you under the Agreement. Company will have the right to use notice of such failure to perform. The non-complying party will have techniques, methodologies, to os, ideas and other know-how gained thirty (30) days after receiving such notice to correct its performance during its performance of the Services pursuant to the Agreement in (ten days for non-payment)or commence a continuous good faith &- the furtherance of its ovin business. to Me extent SUCh USE,' does not fort to correct its performance:within a reasonable period of time. In the contradict the terms and limitations set. forth in the Agreement, YOU ZIM:13 Rev 10S1513) Prthrte 1 of 3 Page 210 of 878 - Cyrfyienti.J1lotyt. y• t., ttt,Ot t:tr, tee(a:eases!of Pits ata..k.s- ss..:;g„ Itto ocy'fixot.cily-tte 04'Ir., . ,-1,,i:atItYtt., under tgo: A gaga-eat. gas.t.ni glose is'. office,s '-ti r wnting t tgere tge oreveacris thh•:- SeC- th..1' regpiro arty third party to -f ,i C,snfidentia.!af..;:repition is ctscaeod ontor into a Wrl:t -i confidentsa!ity aid occ-discaasare \%r.tttto Pampa:11;gs:got esga-most less restrictive thsa cgs A:j.r.ecsent: dot pse,.tcy tie' Cos,ise:3 clse ,,,eg.r water s preafas Sontg:ontial ififormataan in any v.-sp, exgeot fultilagEgit of rabl'gs,tioos ',33;! t:sc- Icty: 5,,OY.ettt tn,s Agreement and in partiouhr gettler.Aity th,t -t.g.cars,:ker! (sato sgesif'ied coas:par-L s terM31,, Oregc!rg)shall not use any Cc.)nliderdial:nfo,mation for arty rcepier yoo agd pay to C,atepacc ersoges. gar Sor....oes ruicese competcrse,-tctP tne Disclosing P,ra t it Slid?a 'aS aaed gc to the effectcze terminagen Comptiny '.t.ottOrtl rst-galn any cosiimercial advantage over the Disclosion Party. gsmaao.ing notice to you. Compeig',, .;hts asst recterges gerfan If a Per..Ea,..1!:g Ptyty ttt,Fp:eau-rig:by law regirl.ation. tuCticiai ctoler vt", odttWor t,tt c.ytttc- mootyllt,tytt ContoCttit, uctric, diStyoso Coofidootta Informalson of tie Disclossng Party:the R ing Pasty shall promptly notify the DisCosieg Party reasonably CO- 9. FORCE MAJEURE onorate,with Disclosiftg Party to Milian Le sich disclos,..ire and lc(stn athire peirty igaba:: !or ii 'a pogiong ey•a-.,pt ter sa- or, protect Sic confiderthal.Ci of sgch CoWidential l,r'- arler traar py3yroont 1' 'a tc:the exrent caused n-y saa iict Cos the reievrii7I circumsta'ices. or any otger ecertt beyond such oarty's re,c5onable cuntro The non-disclosure obligatons described here:n shallexeept without htlitt,:ttki)ri fCe. vcar. orals ssts of terrOrkftl. n'arthecak,i--: rcsonct to trach secrets_ survive terrginats.in or expiration of ilgs 'ii in-of th:sge[airty hareccire scl:vcips. governmenPC asass or ardor Aoreerc.ent for a perog of three yeaTs To the extent!halt Confider, or sestnctions. embargoes ajSt(r119-ape :rade reoLP-apons. restricflons In'srrnation constitutes trade secrets. the recipent's ob,igsg,aas and or or power or conimumeatdons ta-lore this paragraph shall recc_riin a eVopt pespetually 10. EXPORT COMPLIANCE 12 END-USER CERTIFICATION The Services cre•cdpd L. Corsican" Lc-irde'• in Acree.segt are for Yet.,aTee yoa are acscrarmg P. Servces tc use within yoor Ente domestic consump!ion. Any export of the Services rntJst be made in prise and not for reselling,lcasino or transferring to a to id party except oc.-.,mp'iance with appleabie U.S. laws. YOU AGREE TO INDEMNIFY for lease-hack fnancang of the Services AND HOLD COMPANY-HARMLESS-FROM-ANY-AND ALL COSTS, S LIABILITIES, PENALTIES, SANCTIONS AND-FINES-RELATED TO 13. UBCONTRACTING AND ASSIGNMENT YOUR NON-COMPLIANCE WITH -APPLICABLE EXPORT LAWS Either party may delegate any or all of its duties to sub-. ANREGULATIONS, contrdotors, subsidiaries or parent or affiliated companies, pro- Cu" 'a- gat be obacated to perform arty OttligtatiOnt; titider viged that each party remains liable for their respective duties. this Agreement. an 'a;ll not incur any habil!ty cransequence as a Neither party may assign this Agreement without the prior writ- result rd ii J5i non-perferMatiCia. to the exten1 that performance t,t,OUId ten consent of the other. Any attempt ti)do So IS void. constitute a violat]on of: or would result in. the impos,tion of any sanc- 14. LIMITATION OF ACTION tions under any lawregulation or other applicable national or interna- Neither party will bra -J a legal action more than two(2)years after tional foreign trade and customs requirements or embargoes. the cause of a-.1-on arose. 11. CONFIDENTIALITY 15. GOVERNING LAW The confidentiality of information exchanged by the parries under This Agreement is governed by the laws of the State of Fonda Ion Agreement shall be governed by a nen-discleSure agreement exe- withoat regard to its conflicts of laces rules, cuted by the parties. In Pie absence of an executed non-disclosure agre.ernent between the parties,to following terms will apply. 16, ENTIRE AGREEMENT 'Confidential Information'means ant/information supplied by or This Agreement constitutes the entire Agreement between the par- . obtained from one party("the Disc!osng Party")to or by the other I nes,oral or'written.Any modifications or changes to the Agreermap, only De vs'iid when made by wntten amendment,signed by each party. Receiving Party")that is marked confidential it in tangible fomi.or.if orally disclosed,is reduced to writing and identified as coftdential 17. ORDER OF PRECEDENCE within thirty(30)days of such disclosure.Confidential Information does an following order of precedence, from highest to lowest priority, not include information that;(a)at the time of receipt by the Receiving shall prevail upon the applicable documents under the Agreement: (a) Party was already published or was otherwise generally available to Custom Exhibit or Amendment, the highest precedent to the most re- the public;(b)subsequent to receipt by the Receiving Party is pub- cent document in time: (b) Change Order Ordering Document (c) fished or becomes generally available to the public otherwise than Statement of Work; (d) Schedule A Ordering Document: (e) Supple- through the Receiving Party's default hereunder:(c)the Receiving Par- mental Terms Exhibit; and (f)the Agreement.Any inconsistent or pre- ty can demonstrate was rightfully in its possession prior to the time of printed terms on your Purchase Order or written notification from you receipt from the Disclosing Party;(d)heecnnes known independently to tivithout the prior written agreement of Company is void. Z1543 Rey.6(10/155l3) Page 2 of 3 Page 211 of 878 . , (34 Ato,....; IT Soluftom3 Servicos of Mi7win Beach Inc 131 D:AN, Iorcoo Z1370 Rev. 13(10/08) 3 et 3 Page 212 of 878 Cloud Contact Center Services Support Services Plan _. t-� � This Cloud Contact Center Services Supt-port Sei vices Plan ;`Plan ; desclites lhe Avis IT 5 c�rC_ns aur; Sr i v:;es. Inc- ("Company') Services Pion available to Ci y of Miami Beach ;you ) roe the inCu t i 0 i' C Velitu r) Cloud Co tett Cetilter d.i^✓Ise suite of dostec Services. as defined below. (collectively."CCCS'')tt of sire described on the pnmr y page 1 Qacte ,of a Supplement Orierine Document t'Suppleme,nt-)or other Com pany Ordering Document as Covered Ser.Ices. Seiv.ces will be performed for the Covered Services ices at the installation Site specified on the first pige cd' the Supple- nient of other Company Ordering Document. Services ordered by ;oc under a Supplement anc performed by :he Company under he ero subject to the Hooted Services Agreement be- tween you and Company(-Agreement.). I. DEFINITIONS ) Secure or provide,as applicable,carrier services required for provision Coverage Hours --The contracted hours during which Services are of the CCCS from a Vendor certified carrier; available anchor during which the Company will perform the Services pun- e) Manage your data. including the back-up and storage of such data snort to the Plan. Service Requests to perform Services outside of the throughout the Term: Coverage Hours will be subject to incremental charges at Currp:nys it Ensure that the Software version level on any Software covered under then-current hourly rates. this Plan is at'he currently available Software version level or the cur- rently available Software version levet minus one Covered Services—The CCCS eligible to receive Services under this rn) Ensure the scour ty of your IT Infrastructure,including security against Plan,which are specified in a Quote attached to the Supplement Covered Services may be updated as needed and agreed by you and Company risks of intrusion and unauthorized use of the COGS, pursuant to the Supplement n) Provide full,free and safe access to the Covered Services and your IT Infrastructure in order for Company to perform its Services under the Customer Responsibilities -- Ycu are responsible for performing the Plan,including full and free remote access to all Coveted Services. following tasks as applicable. You agree to: Documentation-Any manuals.guides.specifications,instructions and a) Follow the installation, maintenance or operational instructions for the other informational or instructional materials regarding the CCCS,includ- Covered Services as described in the applicable Documentation: Inc the Software,provided to you by the Company. b) To the extent you perform administrative or maintenance tasks on Error-Any failure, problem, defect, malfunction or deficiency of Covered Covered Services, you must ensure your personnel are properly Services ^which causes an incorrect or inadequate functioning of the trained by Company or the applicable Company supplier regarding the CCCS or anymaterial non-conformance to the specifications for the use of the CCCS, its Software or other equipment on which the CCCS CCCS set forth np nder the Agreement. is loaded or operating. You agree to provide, at a minimum, two trained technical points of contact for Company to contact and coordi- Incident-An event which is not part of the standard operation of CCCS nate the Services with,as needed: and which causes an unplanned interruption,or reduction in quality of c) Confirm that your existing LAN/WAN infrastructure, and its related service,of the CCCS. components, meet Company provided specifications to support the Information Request-A Service Request to help you determine and CCCS quality of service: resolve an Incident on your own with minimal technical expertise and'or d) Maintain your Local Area Network (LAN) and Wide Area Network CCCS information (WAN) performance levels at levels equal to. but not less than. the re- Installation Site-The facilities at which you will use the Software that is quirements provided to you by Company for the Covered Services: a part of the CCCS. e) Provide a 21x7, secured Internet data connection between your net- work and the Company's service center: Information Technology (IT) Infrastructure - Your IT infrastructure, i) Review the Company provided minimum specification for inclusive of, but not limited to, personal computers, data network equip- connectivity and work with Company to coordinate the securi- ment, telecommunications network and all associated equipment with ty,routing and other logistics;and which the CCCS, and/or Company provided equipment, is to interoperate ii) Maintain connectivity to Company's network, including but not with and which may be used by Company to provide Services. as neces- limited to, referring any network outages'to your carrier ser Bary under the Plan. vice providers: Level 1 Support--The initial fault diagnostics performed by the Company f) Confirm that Company is authorized and functionally able to access remotely for an Incident. your network,including opening specific ports in your site firewall to al- Level 2 Support-Services provided by a Company Technical Assistance low the Company remote access and management of the CCCS: Center(TAC)engineer for an unresolved and escalated Level 1 Support g) Ensure that the CCCS is provided the necessary network account and Incident. permissions to ensure full functionality; h) Provide the required IT Infrastructure for performance of the CCCS Level 3 Support-Engineering investigation and development support and perform testing'on your IT Infrastructure,including: Services provided by a Vendor support engineer for an unresolved and escalated Level 2 Support Incident. i) Basic connectivity testing on every established connection applicable to the CCCS,including remote access,to verify On-Site Response-Company dispatch and arrival of a field engineer successful port to port data exchange and web collaboration to the Installation Site to perform Services after Company determines capabilities. that an on-site response is required. H) Basic functionality testing to verify the CCCS operates without Overtime Hours—Any time outside a Working Day,unless otherwise Ser- material error,call placingand call acceptance and correct included in the Coverage Hours you purchase from the Company.Ser- p vices begun during the Working Day will be continued into Overtime display messaging. Hours at the Company's then-current hourly overtime rates unless you Hi) Basic CCCS functional tests. instruct Company riot to continue performance of Services beyond the iv) Operability testing to validate CCCS interaction with the carri- Working Day. er services and their integration into your network. Portal -The Company's password protected, internet-based CCCS WEB i) Establish and provide to Company a single user-name and password portal. for your Internet to access the Portal; Z1592 Rev 1 Mil 5/13) Page 1 of 3 Page 213 of 878 I i Priority 1 Incident-Conditions tt.a.severely afiect seivc_: ..f city U,'. -.ai. urs CompanL Lsol cites, ,f,-„e'• a_ available" Ir.lffie billing and maintenance of the CCCS iiiclecL ile a ea: hie ser- jp.sicis :,e even'tta1;i;causes a loss of serLice of sine Gr MOUE CC.0,irin., Cail Center Best Practices in a nod' ti .r environment and there is no:dn avpiz oeim iii is coati t ices cr rernitt.tt `ter uCi on atservice, fl, ,i,an Or �I L n r t s',rar c _ t;f<r workaround.til icni,_,n,ly rest c,ts cse of the CCCS by more Man Implementation ul �,Ir available- cr,a.r enty-Ii'm percent,75u/c)of your users at?single site: )los of safety or enIe qe lcv capabilities ie.g..911 service):or iv)-e pit in the,-ctwo`k Or Customer Care Live Services&Support COOS application platform m being unavailable . a.. _ Customer core «i.A t C I I Ri r ?-1-k1 MST) Priority 2 Incident-Conditions that seriously afiect opetat or, 013irte- Hance and admin striation of the CCCS. including a major service event ��pii` re,stat S conal _. that(i)caises complete failure of a single component.module, or router 3. 7x24 emergency phone support available far ouSrness interruot- elen ent cf the COOS and there is not an mailable cvorka otmcl:(ii;) log ISSUES causes partial loss of service or intermittent disruption of use of the 4_ , each customer-designated ousi 1Cs5itechnical contacts COOS in a production environment and there is rot an available work- around_nit restricts use of the COGS for fifty percent(50%j to seventy- five percent(75%)of your users at a single site; (iv)result in hinited use Education of the network or CCCS application platform and there is net an avail- 1. Comprehensive catalog of self-paced.webinar,and instructor- able workaround;or(v)causes degradation of the COOS quai-ty,such led courses as background noises.transmisson faults,call processing alteration or Additional education available standard chances apply processing of business data. Priority 3 Incident-Conditions that do not significantly impair the func- tion of the COOS, including a minor service event that Ii) causes a slight HI SOFTWARE UPDATES restriction in use of the CCCS, or their functions, and there is an available Software Updates will be provided on Fridays,between the hours o' workaround: (ii)has a lesser, inconvenient impact on the users but do not 12:00 a.m.to 3:00 a m., Mountain Standard Time(6:00 p.m.and 1:00 prevent full use of the network or COOS, or its critical features, and that a.m.,Mountain Standard Time.for the Echo CCCS application).Critical has an available workaround;!"iii;;restricts use of the CCCS for twenty-five Software Updates may be deployed at any time outside of your Coverage percent(25°Jo) to fifty percent(50`ic) of your users at a single site; or (iv) Hours, as necessary. Certain Software Updates may result in a temporary your reques's that do not affect the CCCS. disruption or suspension of the CCCS. Company will use commercially Remote Response—An attempt to provide Services from a remote loca- reasonable efforts to minimize any such disruptions or suspensions of the lion. COOS and to provide you with forty-eight hour advance notice of any Resolution-An action that will resolve an Incident, and which may he a planned outage or interruption in service. All software updates shall be workaround and/or reloading of your provided back-ups,when available provided to You at no additional charge. Response Time -A target of length of time by which Company will re- spond to perform remote or on-site Services on Covered Services. For example, response with respect to (ii Level 1 Support is the act on of IV. SERVICES OUT OF SCOPE commencing diagnosis of an Incident; and (ii)On-Site Response is the The following Services are out of the scope of lbs Plan. in the event arrival of a field engineer to the Installation Site to perform Services. Company agrees to perform such out of scope Services,you will be in- Services -The correction of an Error and delivery of other maintenance voiced at Company's then-current charges for such Services performance. servicesperformed during the Term of the Plan specified in the Supple- ment. 1. Provision of an internet connection to access the Portal. Service Management System-A Company tool providing workflow 2. Services you request outside of the Coverage Hours. and trouble ticketing used to review,analyze and manage Service Re- 3. Services you request of tside of the Plan service levels. quests. Service Request-Your request for Services under the Plan. 4. Your failure to follow the installation, maintenance or operational instructions provided by the Company for the Covered Services.. Software-The software element in the COOS,including all copies and including network requirements provided by the Company and documentation,provided to you under the Agreement,if any,and any connectivity to the Company's service center. Software Upgrade and Software Updates carried out by the Company 5. Modifications or performance enhancements you request Com under this Plan. parry to make to your IT Infrastructure,such as changes made Software Upgrade - A major release of Software that provides new fea- to hardware clue to Software Upgrades,changes to the Ser- ture or functionality capabilities or material, functional enhancements or vices,relocation,disassembly,etc. performance improvements and is denoted by a change to its initial ver- sion number. Software Upgrades. and new features available with such 6. Errors that can-not be re-produced or correction of Errors upgrades,will be provided to You at no additional charge. caused by incorrect operation of the CCCS. Software Update - A minor release of Software, including patches, bug 7. Loading service packs,hot fixes.security patches,updates,up fixes, fix releases and hot fixes, to correct a reported Software Error to grades and the like for third-party software. current minus one Software version releases and is denoted by moving 8. Incidents whose root cause originates with your carrier service from one minor release to another within one release version number. provider. Working Day-Any day Monday through Friday, between 8:00 a.m. and 9, Carrier related connectivity issues. 5:00 p.m„local time,excluding Company holidays,during which Company 10. Introduction of data into the CCCS or any database used by the provides Services.A list of Company holidays is available upon request. COOS by any means other than as approved and instructed by II.CARE SUPPORT,PLAtd the Company. Company will provide the following Services in support of the CCCS 11. Software release versions in the CCCS are no longe-supported hereunder, by the Vendor, You are responsible for performing the tasks specified under Customer 12. Correction of Incidents caused by user error. Responsibilities in Section 1. Unless specified otherwise pursuant to the Plan, Company's perfor- 13. Work performed by persons other than Company personnel or mance of Services at your request outside of the Coverage Hours will be without Company's supervision or prior written approval. billable,and if also outside the 1Alorcing Day will be billable at Company's Z1592 Rev 1 00115/13) Page 2 of 3 Page 214 of 878 14 Your failure to inamtain regular ack-up _p _s of S fr,.o nr-n's in the CCCS and your date: 15. You dr not approve a nocessany wo-kteround to rbseivean inr-i- derit 16 Events of Fur ue Majeure. 17 Theft, vandalism malicious or r ri:ninai acts. its ;in;. bUt not limited to,worms.Trojan horses Or viruses. V. MISCELLANEOUS CCCS is provided to you as a Hosted Service. Company expressly disc,arms and does not take any responsibility whatsoever with respect to the interoperability of CCCS with any other products or services that may be used by you, including without limitation with respect to any broadband connections, VoIP or SIP trunking services. or any other systenis. net- work. software. equipment or facilities used ill connection with CCCS. Company reserves the right to unilaterally amend all or any part of the terms and conditions under the Plan to the extent necessary to comply with regulatory or legs changes that may affect tine CCCS.Company oil' provide you with notice of any such amendment as promptly as reasona- bly possible. Z1592 Rev 1 (10/15/13) Page 3 of 3 Page 215 of 878 rt 4v, Supplement for Cloud Contact Center Services Support Services Plan Customer Name and Invnlce Address: Region Office Address. Hefei-erne Agreement No: 41OME3-09 001A City of Miami Beach 1700 Convention Center Dr 265E N Military Frail Reference Exhibit No CCCS Miami Beach,FL 33139 Boca Ratcn,FL 33431 This Supplement for Cloud Contact Center Services Support Services Planwhen signed by AbsoIT Solutions and Services Inc-('Company`)and the Customer("you")is Company's acceptance of the order from you for Services for the inConlact, Inc.Cloud Contact Center Service suite of Hosted Services (collectively "CCCS')under the Cloud Contact Center Services Support Services Plan(collectively. a "Plan')for such CCCS. Services will be performed for the CCCS installed at the Installation Site specified herein, and which are identified as Covered Services herein A summary of the Plan for the Covered Services is described below and is attached to this Supplement and incorporated herein by reference As used in the Supplement and the Plan only, the term "Purchase Price" means charges for the Services under the Plan. The initial Purchase Price for the Plan is specified in a quote("Quote"),which is attached to this Supplement and is incorporated herein by reference If you require a Purchase Order for this Supplement.Company's acceptance of the Purchase Order from you is subject to incorporation of this Sup- plement,including the Plan and Quote. into the Purchase Order.and Company's acceptance of the Purchase Order.Any inconsistent or pre-printed terms on your Purchase Order or written notification from you without the prior written agreement of Company is void, 1. CONDITIONS FOR SERVICES Any performance by Company under each Plan is subject to, and contingent upon. credit approval or worthiness, at Company's sole discretion. Company reserves the right to modify or withdraw credit terms et any time without notice, and to requi�e guarantees. security or payment in advance of delivery of the Services 2. TERM The Plan will have a three-year term of service(Term)commencing on Acceptance as defined in the CCCS Exhibit. The Term may be renewed for two (2) successive one-year periods. at your option. and upon execution of Ordering Documents by the pates. You may terminate this Plan upon providing the other party with one hundred eighty(180)days written notice. 3. PURCHASE PRICE,PAYMENT AND CHANGES (a) Purchase Price The Purchase Price specified on the Quote attached to this Supplement is based on: (a)the Plan; and (b)the summary of Covered Services speci fied in the Quote. Unless otherwise agreed by the portico, you agree to pay to Company all travel and living expenses incurred by Company to perform its on-site Services. Reasonable travel time is not billable to you. All travel and living expenses will be provided within Company standard Travel and Entertainment guidelines and policies. Company agrees to provide you with an Ordering Document to be signed by you, documenting any incurred travel and living expenses Adjustments to the Purchase Price specified in the Quote may be made before the Term Commencement Date to reflect additions and deletions based on the charges in effect at the time you and Company signed the Supplement. Company will review the Covered Services quarterly for additions and deletions and will make appropriate adjustments to the Purchase Price.All additions will be subject to Company's then-current Purchase Price. For any subsequent renewal Term, Company will charge you its then-current charge for the applicable Services. The applicable revised Services charge will be effective on the renewal Term Commencement Date The Purchase Price shall not include any compensation to the Company for any services such as shared tenant services and long distance ser- vices,services and capabilities that enable real-time,two-way voice communications, permit users to receive calls that originate from the public switched telephone network and/or terminate calls to the public switched telephone network using a broadband connection, as well as any other regulated ser- vices. (b) Changes You may request to increase the Covered Services that appear on the summary of Covered Services in the Quote. In such event. if Company ac- cepts,the Quote will be revised and signed by the parties and the revised billing will be invoiced to you based on the Purchase Price for the increased Covered Services.Any additional Purchase Price for the increased Covered Services will be based on the Purchase Price for the same type of Covered Services specified in the Quote All adjustments to the billing amount in the Quote will be processed in the next monthly billing cycle. No deletions or reductions to the Services are permitted. Company may change the hourly rates and minimum charges for regular and Overtime Hours at any time without prior notice. 51593 Rev 2(10115/13) Page 1 of 2 Page 216 of 878 (c) Payment Company will invoice VOL monthly in arrears tor the Purchase Prot Ail invoices ffie due within fOrty-five {45i days after your -ini et invoice ot oayimenrs are non-refundanle 'IOU agree In yuan 0' COttipatly":11ittOfl notice of a cispute with invo cei charges within thrly (30, ttiE:y5tty0:if receipt of each invoice.arid agree to oh)/withhold pa:in-len:for invoiced charges that etre disputed on un invoice. In the yout orldhputCd pay:no-his are riot put lent order the Supciement. or rhe Agreement. Ciompany will issue you wniten yox naymont is not received within thirty (SO)clays after the date of such written notice of delinquency Company. al its option.may suspend its perforrrancie of the Sen.ines. if unciispated payments 00r-0/- your account are not received within ninety(00)days of your receipt of each Company invoice and Company has suspended Sery ho: (ThroptIttly may at its, option and in addition to the exercise of its other rights and remedies wirier the il,gieement. or terminate the Services under his Supplement 'ler cause. The aforementioned notwithstanding yoil will remain iabligated to pay to Ccmpany all -indisputed artneunts past due and owed to Comvany In addition to the foregoing and in addition to any other rights Company may have under the Agreement.Company may imp,ase a late fee at the greatei of 1 5'rt, per month or the maximum annual rate permitted by law on any undisputed payments not paid when due. Interest shall accrue from the date of the ii-ivoice until paid 4. SOFTWARE LICENSE TERMS Software Upgrades and Software Updates delivered to you under a Plan are subject tothe Software license terms between you and Company 5. DISCLAIMER OF WARRANTY THE SERVICES HEREUNDER WILL BE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER AND ARE IN ALL OTHER RE- SPECTS PROVIDED WITH NO WARRANTY OF ANY KIND AND COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, STATUTORY OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 6. RECRUITING AND HIRING For a period of one year after the expiration or termination of the Term,you will not recruit or attempt to hire Company employees,subcontractors or agents.who perform Services for you.without Company s prior written consent. 7. NOTICES Any notice required under this Supplement will be in writing and delivered to the addresses specified on page one Such notice may be sent by: (a) certified mail, return receipt requested:(b)overnight delivery service;or(c)facsimile:and will be deemed to hare been given in the case of certified mail. five days after the date of mailing,in The case of overnight delivery,one day after being given to an express overnight courier.or in the case cf facsimile. upon transmission as indicated by confirmation.Either party may from time to time change its address or designee for notification purposes by giving the other party written notice of the new address or designee and the date upon which it will become effective as may be specified by similar notice Accepted by. Accepted by: Atos IT Solutions and Services,Inc. Customer By By Authorized Signature Authorized Signature Name(Type or Print) Date Name(Type or Print) Date Z1593 Rev 2(10/15/13) Page 2 of 2 Page 217 of 878 Cloud Contact Center Services Supplemental Terms Exhibit Exhibit No: CCCS d ,E thts Ciot.,('. Curit,,ct C,r1,..r Semmes: Soehriechmlal Terms Ex,borl inCit.Jritragt. Inc. Clourt(...1:oritact Cepter Service tsbit.s.'-or iia-sfed Sery:c, ' ris defined below Myyll,ar.T.wel",r. CCOSi,A 0. Prr,ifessmnal Set ytyey estaari ts hart -or hy.ohr'g h..igrz.crrizToyi frate Ahit,-:-.,iT Soretyhits ant"! Str-yrvesr",s, Inn ,e'Crehh.am/)in sin(.1)-ctediT,7, facityyrmr,rit triat on...emir:mit. rgis Exhibit and which is srebraist.to the 'I. U-.' Sermstes Agreement trehiveert ym..t and !Ii 7.'C;J.i.ni.. -iy( Agreement.-t. The ardering Doc.tirrient'I,"el tee specific CCGS to he tertatettleta by Company .to yeti"ri.n(ler the Agreement. Ordered CYCCS ',will be delivered to you from zi.cgsoiezited data center rtrettts ale traernet. i titt., Exhibit does not covei .7,e1Vt:fr P 1(Al k.g,,:::`i.:,.;.:1,....,V i,..ii e,...! for,Or t.yt as.the C CC S. Arl'y' ,cc De gliWern,l.D.C!bY 7,Irr,S a f.:.C!...0r,0 1 tiCIrIS 1..1 a S:E'r:1:H- t x.)..zbitlocurcent 1.. DEFINITIONS 'Update" shall mean a modificaficp. arnerr "en; or enhancement 'Documentation" manns any and ail rtm,.tatt,laib, C;Uld.e.5: I') 11-1 y Siollvisife Utt.:31 int:orporatteS correctionis of Errors an d.);:.:' ‘,,A 1,:.. Sr el:.f i c;.,iil 0 n s tre..drardelmts :3nd other infonmatronal or ins'euctional provides tundional or performance improvements mcidd ri g Me related MM.en,trIS regarding too OCCS. including me. Software, provideg to you updated Documentation tAtitia identification u' any srpendments mrzcto. by Cr The Domtment=ation 'u tsq .available on-hge at Updates. are oeualty designtated as a change in the viers-h.:hi rij mbar httpeThelmincoritact.com. either to the leq (from 1..yz to 2.yz) andior to the richt of 'Ire riesimal Error" means any mistake problenr. defect. rmalfunction or point(from x..1 to x.2r. deficyency which CauSeS an incorrect or inadequate funtnomng or rt-on- "Use" means to host, install. lod. execute, etepttayr use. foncgoning ci the COOS or any -0 from the Secesifications m' incorporate, store, .subscribe te or display the Software 'fte Mt ef reqU'irem en t s set forth under me Agroernent. "Processe.s7). Use is deengail to occur at arty computs.4 server. -Hosted ServicesMeans the peat/is:den of a hosted contact center terminal or workstation that etther rnitZiteS hr. 'is activals•A by sort) triat loci it too but is nOt finlited to soft).srare and SofWire as Set,cc's Prooesses, apolicationc:.. to :r.t.Ht..s:•te autiDthaftc cail distribuflion and interactive voice 2. CONDITIONS FOR SERVICES response to handle muigmedia communications to include voice., chat. "ttt'au actdee to provide C,OMpany, and its employees. cot.itractors, email. predigthie clialira text4o-speech. automated speech agents or representatives, as applicable, ft& cur safe access tlpoth ecopmtion.\A,/orkforce optimization and reporting Software. "Initial Deployment" Means the deployment of the Software for physical and virtual)to yotzr pre" at .no cost to COMpany „Th..:, may - r '."''' ' ' roai-lo..uf,s be required Or Company to perform its tirii.s. duil,s, cir o _, the C. including dr on, instAition and commissioning of the. under the Agreement Company will nut be fat for lop. hscsis ist CCCS in accord.ance with the functional specifications defined in the concealed conditions on such premises,or for;3ny damdiges or delayS Cactumerdation. and successful acceptame testing of mutually reirAsici thereto, or that lrhpact delivery of COOS. absont any gross agreeable testing criteria, if any, documented in the SOW in all negligence or\ivillfili rThSCanduct by Company. material respects, for the first time in your new or existing network p You are resTonsttNe for the s....xturity sf the installed thr,c:-,-;ursuant to an Ordering Document issued by Company, Minor • inolueing Sectardy against risks of fraud, theft. 4ff:fusion. unatdhorized omissions Or variances in the performance of Me COGS will not impact or delay deployment . .use. interferer-ice, denial cif service and anti-virus proteist on for such , "Installation Site" means the facilities owned or teased by you at CCCS, which yo,,will Use the Software that is a part of thesCCCS. .............. 3. IMPLEMENTATION CONDITIONS "License Fee" means all software license fees:and any other fees • The implementation responsibilities for each party Will be described or costs associated with CCCS ordered by you from the Company,and in a COW and may incliide -' completed network readiness that are to be paid by you to Company for you to access and Use the assessment. Company iwill provide Professional Services for tile CCCS. License Fees shall not include any compensation for any ' COOS that is referenced on an Ordering Document and further services which are shared tenant...services...and Jong distance described in ,, SOW. Except as may be stated in a SOW, your services,services and capabilities that enable real time,lwo-a,tay voice responsibilities and obliciations shall, at a miniruurn, include the communications, permit users to receivescalls that originate from the following: public switched telephone network anchor terminate calls to the public at Pravide and configure a functional Operating Environment switched telephone...network using a broadband..connection, as well as necessary to support the CCCS in accordance witl) the any other regulated services spedfications set forth in the Documentation and the SOW. "Operating Environment"means the hardware platform,operating including. bi,it not limited to, S1P-trunkconnectivifiy toh te system, :network elements,parameters arid transport, Internet access. Coos; and other relevant elernentSiWhich make upiiiiiitWeinvironment outside of ) Provide installation, planning and configtiration services the CCCS as may be furtherispecifiedinirtathe Documentation and/or b necessary far rise of CCCS at the Installation Site; SOW. Without limitation: theiiiiiii7OporgttOwiEnvironment" includes any ........ ..„............ technical requirements, such as computer resources, hardware and ci Secure the carrier services required for provision of the third-party software, necessary toi4sppport the installation, operation COOS from certified carders; and Use of the CCCS,as specified by the Documentation arid/or SOW dl Test and monitor your interaction with the carrier services Company is not responsible for the availability, capacity andlor and their integration into your network for the duration of the con•difion of any facilities not provided by Company. Term; "Statement of Work" or "SOW" means the document that e) Manage your data, including the track-up and storage of provided a description of the Services. such data prior to termination or expiration of this "Unauthorized Use' means any Use, reproduction, distribution, disposition,disclosure, possession or other activAgreement: inc involving the CCCS, including Software. or Confidential Information that is not expressly f) Make payments to Company in accordance with the terms authorized under this Aeriiernent,or otherwise in cc'ting by Company, set forth in Section 7,and including the limitations set forth in Soot o" 13, Z 159 1 Retv a;00/15/13) Piage 1 of 5 Page 218 of 878 tyaymbostyyt ir, Lyt,•••7•mars,,s ressyestattits mugoteut. or d 'istt amt H,-• so ors-stay-mu,L'ast as at-sodden:se shtmies, satt.ts ttut! renahisons. ',b,ILE• Lau:act-its twhetner ct not any relates, tett:tins;Cii0oria retiav tsiriai:in niiii,it etas:a:arca-isrie riao,ico rir iiii, ri.r,.. tirodc;ii .5 pm,. Monday or iiiiac i.:.:iiiiiii Ca .:ib 1 e c.,1 accessing,dr Using Me CCCS. )1•»:).»..nfr) F-nday esdari3ing Csdirsany Isolida),,sr Re,.1).r),..ar Hours). pc,r)) t ciArre Def.-tin-Arum nst3te CSII1PaaY mati. se a•s, stbanat. ...;:H::...r,...L:i2S. i.:-(.:StS Tili ed etcsele Requetr Hours ottcyertione nours ',NH be tarnish yot..1 with t:t Denloymcnti. Certificate. LL-t-Ecri is ystor •writen tsutitt:itt,to yryy t.it ste ecatartnue rams setecotatart H--,Hatt SOIL ankrstt,,,,tedgment th;tA the CCCS haw:, betasti saccesstuPy tharts.yett:! tiled OCCS is prove:fed t-tr:.you as a Hosted Sr Cc:tutu:y.3,1.y expressly are aCcepted by you or,me Initial DeployMOnt titilie. if SO reti;oeSitiiiiiit r'Y M S d a fil S a roll fl,:74 .;.nOT take any reponmday witatsnever LL,qh respect Compz•my y 0 la :,3 g r e e to pro mbHy stun and return the Dety,rtyrttor-tt bt3 the mierobniyitCity of 0505 w,ith any ottsttr products or service»; aCirlf)cate to COmpany, It Oontramy has nar.aiested that yori sir.:n ad,,j mrry he issea :Ty y(2,U, includmg without 1pr-illation ',odd-) respec.t, t,f,, any return a Deployment Certificate and you CO not stictri iititid return such htActic,Itt;.:4,-,(1 csnnectIons, Volp CT SIP trunkd; senterte.s, A h er Deployment Certificate to Company ' i1).-H1 five 15:: calendar Ly.Lt,..),,,T,F, riciiwriiirk sor,,,,,,,,,aris eclair:merit or 13c)littes used in connection shall be deemed to have signed the Det-Hoyitient Certificate as, of the CCCS. date it was first provided to you. 'Cott mi :rah requated to have a clualitirt,c1 voice anc)or data pian or ser,Sce ay order In Use CCCS. if so requested by Company, you at 5. ORDER AND CHANGE REQUESTS otter a qualified voice andicc data cc' far s..ervice that Company has COMPa rry"Ni I Pr.::). .:Ie t!'f e CCCS yOiti ittitiitter siTiciect itii.) your cretdetermined veH be ournpatiole with CCCS. compfance with the terms and c Orl a!q o ns of Use in the Agreernew. C agree to comply with an tile inform:31)0n on administrabon and The hourly rates for Professional Ser Aces you order fre-)3 Combany me necessary 'a 011 requirements for(CCS Mat may be provided in are'valid for six(6)months hi' the bist signature date on the Ordetang the usage rhatenuls and technical Doc umentabon to be rovided to Document. Professional Ser••wees hotirs listed on 11)E.) Ordc!ring you by Company. Document are only 0511 it' and 01 be finalized 'oasert UPC:,T1 a business requiremerts document)),Ind 5051 it'd' " n by a Company 4. INITIAL DEPLOYMENT AND ACCEPTANCE saes engineer and you, Company vad at ake reasonable of,-'is tO rime( tt•-ie intended fmaal You may change the CCCS )nit)ally ordered from the Company. by :)-pi '- it date 'specified in Me SOW. Revisions thereto will be providing the Company t'ill' ninety(90)(lays advance written notice of ne...):0teci on the implementation schedule tri the SOW. The Initial the requested change. Any requested changes•will be ha:on-tett ,on in Dep•Sdycrtent date will comdlence on its eadier of the first day of the instaltation Change Order niCO") signed by syC)u and the Company. month fol)owing the aavation date of the CCCS,or die first day of the The Purchase Price for additions and changes on an ICO wi)I be at Me month after the passage of forty-five (4.5) days from execution of an Company's then-current charges.less a discoLint pergentane, it any. to Ordering Document, be determined by the Company, Deletions, if any, will be credited at Company's depbyrnent of the COGS wilt •be based on the . )...the Purchase Price,at which you onginady ordend such items, deployment pack.age medel1st specified in the SOW,such ast • . .n ••6. PURCHASE PRICE ACD Enferprisr.,,qnplementation Company on provide you with the CCCS for the Purchase Price ACD QuickStart)mb1ementation and License Fees set fiarth in the Ordorifig Document. The minimum c1 Voice rcroording implementation monthly recurring charge for each Ordering Document is $2,000.00 or d.) E-rnao and inbound FAX implertfentafitan 50%of the initial quoted monthly recurring vane,whichever is gre:afer. Ed Dialer itnpienTentation • • Subject to the minimum month)y recurring charges specified in this f) Chat deployment .Section 6, Company f.,),...11 charge you for (i) monthly recurnog License c.1 ORM driven screen pop and call routing•)- • - •,) ....,' - .. Fees for CCCS Used during the previous month.(ii)Purchase Price for I .) Menu options.frypTMF .:. 'S.:,)..,), - one-time charges for seai)ip and 1mplementation, if applicable,and(iii) it ECHO Survey Implementation • Purchase Price for any other hardware. Software and Services in Named agent routing . . provided pursuant to an Ordering Document. k) Salesforce.corn object integretfolti The then-current License Fees in effect at the time tie licensed In Saleraferce.com case management COOS is used will be the basis for tie License Fees to be paid to the m) Salesforce dual agent environment Company under the Agreement. Tice Purchase Price for any n) •Quality management implementation incremental Services procured will be ,as set forth in an Ordering 0) Quality mr-nagement education ..).•')•„)) Document. The Purchase Pr and License Fees shall not include p) Work force management implementation any compensation to Inc Company for any of your Products and q i Work force management enablement Services or for any Services.such as shared tenant services and long r) ()Learning Implementation distance services,services and capacities that enable real time, two- s) eLeaming education way voice communications, permit users to receive calls that originate if Basic self servioewtYR) front the public switched telephone network andlor terminate calls to u) Premium self service IVR unintrnity the public switched telephone network using a broadband connection, v) Advanced scorecard implementation as well as any other regulated services, wf Advanced scorecard education Unless expressly indicated otherwise, the Purchase Price for x) Advanced scorecard key performance indicator integration COOS, including License Fees, does not include, and you are solely y) IVR QuickStart implementation responsible for, any applicable shipping, handling, freight, insurance, z) IVR QuickStart PLUS implementation governmental taxes, duties or similar tariffs, costs or related Fees, aa) Silver Remote Enablement • You shall make all required contributions to the Federal Universal bb) Gold On-site Enablement Service Fund(or similar State universal service funds)or other related cc) PlatirIum On-site Enablement support mechanisms (e.g., numbering admrnistration), along with all state telecommunication taxes (sales tax). Unless otherwise specified For pues rposof the COGS, the initial Deployment, date shall in the Agreement, or agreed by the parties in writing, all CCCS and constitute the acceptance date. In the event COGS do not conform to other Services shall be billed based on Company's then-current their specifications or meet the testing critrr:ha on the Initial Deployment charges. 015.1' Rev 3(-10.1 Sit 31 Page 2 of 5 Page 219 of 878 'THROUGH THE USE OF CCCS BY YOU IS DONE Al YOUR OWN INVOICING AND PAYMENT DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM YOUR USE OF CCCS. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT COMPANY'S THIRD-PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO YOU OR TO YOU UNDER THE REFERENCED AGREEMENT AND COMPANY DOES NOT MAKE ANY WARRANTIES ON BEHALF OF Tin:Noun SUCH SERVICE PROVIDERS,EXPRESS OR IMPLIED, INCLUDING. n,iinnecsi t.'..(11-3'fl ,:-ritYk- 7,1:T lfilent cf BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF tiitSO cif thia aniif icr char dcs Lsrrent toe au-or, MERCHANTABILITY, NON-INFRINGEMENT. FITNESS FOR A un ei-Js r,,rnem,:se :(1 Cu',., tc, Comtan PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA j-N ,mcii..3 Ciintrcin,- n'rt ' rsn- ACCURACY OR QUIET ENJOYMENT. tige,e1 time is nct hilianie All travel YOU ACKNOWLEDGE AND UNDERSTAND THAT COMPANY ancl ext-n:211S , a hO provided within Coisciiy standard Travel DOES NOT PROVIDE EMERGENCY DIALING CAPABILITIES AND Emert.inriment gunIclines and polinies Company agrees to WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR ANY insti:Illatic,n Change Order. In be scjiied by 'yoil INABILITY TO DIAL 911, OR TO ACCESS EMERGENCY SERVICES doctimentqlg any incurred travel and €dkp,ises OR PERSONNEL. paymE-nts are ncr-refundable. The use di CCCS may be hindered by lOnta reitiJiriffiriferff5 Of an,f afitiffitich IC: any oCier rights Cu Ii ricy 3' e' the applicabie prisiditdiOn. VOU agree to comply vii-nn any arc!ail at:itdicable, Agreement Cc nipiany may impose a late On at t'ie cije..3ter of 1 5 per local requiremet ts. mon!h or the maximum annual rate permitted by 'ay.,/ on any unriisouted pf:1,pilents not p,aid when ;Jun interet sball frorn 9. SUPPORT SERVICES the Cate of tin invoice paid Support Services to be provided t at,, Comp,-=lny to you in YOU may dispute the Purchase Price and License Fee's cm an connection with CCCS shall be in accordance with the Company s on:olne tc; providing Company with .Nrilten ricii.ticc of the dispute setting Support Services no for COOS. forth in detLill the amount of the Purchase Pt ice t)t L-GeilS' FOOS COOS tipdc3n?s. enl'annernents or repairs be performed at no dispatei::! and Me basls for Me dispute. Sac' notice must be received Oaf;,, tO YOU on Friday's from 12.00 a m to 100 Mountain hy Company,„vitnin fate'o 15 days of tae(late of If invoice in dispute. SLintlind Time. Company will provide you altO advance notification of Provided that ycal timely disptIte the chwges cin an ini;o,ce, you may aiw expei.;ted service disruptions from such Upcates,enhancements or only withhold payment !or those portior,s of the invoiced .:1;harges that repairs. Idct%,:itJlstanding the foregoing. Company may depioy urgent you dispute rind only until such time as the dispute is resoived. Yer„ Updatesenhancements or repairs outside of the mainteilance day and may not offset any arc ounts owed you by COMpaiiiiy against payments time spedfied above. if deemed necessary. In certain circumstances, due under Ole Agreement. Software downloads mil be required by you. in me event the COGS in the event you pay CcImpany via direct debit, it is your need to be temporafily suspended for routine maintenance or responsibility to ensure that your account maintains sufficient lends to reconfiguration.Company will make commercially reasonable effoe.,a..to, cover the an:lc:with;due and payable on the applicable due date limit the duration of any stroll suspension and shall endeavcir to gine adv3CCP: notification thereof. In any event. Company shat not be 8. WARRANTY lirthle to you for any interruption under this Section 9. Company w;arrants (i) that any Professidpil Services will be 10,SOFTVVARE LICENSE performed with professional care,skill,diligence and competence.and By downloading COOS Software you acknowledge that you have [it) for a period of thirty-six C36) months commencing on the Initial read and agree to the to license terms. Deployment date. as may be extended by you for to (2) more one- Company owns. or has Iiceilsed from the(wirier, any Soft r-that year terrs the Hoste Services and media to be free from sproviood or used in connection with the COOS and Services defects in design,material,and workmanship,and to conform ,,vith the hereunder. Subject to the restrictions set forth in the Agreement. specifications in the Documentation. If the Hosted Services fail to Company hereby grants to you a non-exclusive. non-transferiable, comply with the specifications in the Docurnentation,the Company at revocable I''a to access and Use the COOS, including Sortiiiiere promptly correct or rnvise.any errors in the Hosted Servicifis provided, related thereto, at the installation Site during the Term of the without additional compensation. Agree.ment for your own internal business purposes, The Company does not warrant the COGS to operate without. Use of the Software in COOS is subject to the followiiig limitations: interrupt on or error. ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY ARE a)You shall not modify or prepare derivative works of the Software HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO THE except and only to the extent authorized by the Documentation; IMPLIED WARRANTIES OF MERCHANTABILITY, NON- hi You shall not reproduce, marketor distribute any of the INFRINGEMENT. FITNESS FOR A PARTICULAR PURPOSE, Software or Documentation. SYSTEM INTEGRATION, DATA ACCURACY OR QUIET c)You shall only Use the Software in object code form and shall not ENJOYMENT, NO ADVICE INFORMATION GIVEN BY reverse engineer, disassemble or decompile the Software, or remove COMPANY, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR or modify components of the Software that may result in the acquisition RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. COMPANY DOES NOT REPRESENT OR WARRANT THAT CCCS of the source code for the Software, or otherwise translate or modify WILL MEET YOUR REQUIREMENTS, WILL PREVENT the Software in any manner. UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE 0) You shall not remove, obscure, or alter any logo or notice of UNINTERRUPTED, SECURE, ERROR-FREE, WITHOUT patent, copyright, trade secret, trademark or other proprietary right DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, present on any of the Software or its data media; DATA OR INFORMATION OR THAT ANY MINIMUM e) You shall not use any knowledge or understanding gained by TRANSMISSION SPEED IS GUARANTEED AT ANY TIME, YOU review of the COOS, and Software related thereto, to assert any Cairn FURTHER ACKNOWLEDGE AND AGREE THAT ANY DATA, of infringement of your intellectual property rights against Company; MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED LmaaI Rev i1It:12 '3) Page 3 of 5 Page 220 of 878 ep.A.a.L sg,i, ,-e Dr:yoR ..:18 CPR 252.227-713 It PATENT,COPYRIGHT AND TRADEMARK OWNERSHIP iii additioh to the Titie. Oa:nor-ship and Intes1,-cuai Properby Ri•,..alts apHy to CCeS• to seaegte ,?...a.-mee., rebee., •b Me respeet,'a.,• mire-party supplior or ,k1 t[b.» „arab! ,ribali,..o,-„?,,,s,..a property rights in and to yea.ir Clata in Me ini,ia Ars, a-,-,osm,...a.„e-,ca La.),e of the mbaabeirty.,so»...asaria:ai, sbbf,..»ci b..... CCCS is. awned excii. O.voly by 'VOW Yirnir rii;intitat grant Como,any asi yo,..a myceplan,..ao a aa.tranIpany,:g.moore.;hconoe terms. I' ttai--2 event aressocasie. son-gsiiabeoie, transfebable. sub-ircensage. royaity-free. mat yrini (to net aCcert the tgrd-c,..ifty iwitairii-e tiriaTririi. 'i/OU are riot rpeoso ano. wonevece right to use or incorporate into the CCCS any eg.aled be Use the CCCS. and :al; u):: suggestions. enhancement requests. recgrmerklabens. agenoneseJoe tf.lat tile artitiiirWriiirrit Sitii,i,7iiire (nay CiOn"in Open ether feedbagk provided by youincluding employees and, or your Source Seel...No:h.:a Company has pard no liCenSe fee t the inCitWiiiitift(tit irideg,,encent agents, relating to tile operation of the COGS. ()ben S,ourse Software alba or y,•,.th the Software anO no license fee is i-:ontent transmitted Via CCCS, in,,,,,,,h•ole or in pad andin parbcdar, to charc.);,,,,,, •to ..„••oty bar baeof such Open Source s,:aftvi,,yare nereurkler. n-)risocoy.,.e. odd„ publish. distribute, execute and display any such if ou aolosoagacue and acre°that COMpany megjes,no wairranties and ot'r,a enhanges7lent requests, recommendate,ms. other shall himoe si•••:a Uabaity •or indemnification oblogabrea)s wigaeseever in feedback provided by ‘ .a..1 or content to the extent required to enable Company to 1,..)Jifill it5 rgnts, lutes and OittacttilitiOnS itruriter the Reg2adino Open Soerce SoRovare •Lontained al the Saftwre, you Agreement hereby accept the soegfic license Coricritior'isi bealg part of the Docurnentarbm 0:'a Source Cogditions ). To the extent Mere is a 12. REPORTS AND AUDITS conliiiit between Mis Ab.;terament ai.',id the Open Source Cc)hcbtapns. the You agga to particapate, at Company's request. in an audit to to to of the(1 iii Souftba C..araltions .at a::1 pi-'viail mi,ier the terms and ensure cores;stency across bona parties records pertaining to any and concbr.ions of it ,4greeri)ent with regari to thb,•Otaen Source Software) all access to and :use of COGS: provided that Company may request ir Oar IMense raghts talf:,!er this Agreement are condaioned upon yot. si,Ach an audit no more frequently than once ava.-.--a-y tWeiVO (12) mown rb..)i,pertorabno tne foliowrs,4 actions in a mano,or that would require the Soft w•are to be i'--'-,e Wader Open License Terms: During the Terrn of thus Agreement r-„Incl for a ranch of three (3) i Cornbining the Software with Open Sor.eSofb,Nare by means of years thereafter,yo,1 shall keep and 1112ittain complete recordstag,-)ks incorpobaliorl or linking or otherwise. and systerri -'f account related to its a'at vbes under the Agreement. Distributing the Software with Open Source Soft,wore.or During 111 Term of the Agreement and for three (3) years Oarsafter. Using Open Source Software to create a derivative,,,,,,ork of the Company Shall have the right. upon not less than thirty (30) cb7,ys Software. notice to.you and during nor-:-'a'business l''ours, to audit or engage an under Filo circumstances shall you combine the Software wth any auditor to audit such records, books and systems for the purpose of Open Soriltice Software in any way or license the COGS under Open verifyng your compliance'with the terms of Inc Agreement. Comp-any License Terms) shah bear the cost of the .audit You ID hal safeguard and maintain control of the•Software and Orali • not distribute disdalose c release any of the Soft,,vare to•any tlard pony . 13. MISUSE or to any pesE,on o.ther than your necessary personnei. Youwill ensure The COGS. including Software related thereto, is considered that no one will be allowed to take or send the Software to any location proprietary and Confidential info motion of Company or its licensors other than the Installation Sao,. Ontess prior written permission is and is protected by applicable patent, trade secret and copyright kaWs, obtained from Company. If Company•pro‘ades you with permission to and international treaty provisions. Except as permitted under the send Softv,,.are to a person or entity other than yet,:you shall cause Agreement, you will riot disclose or distribute the CCCS, including such other person or entity to be bound by this Agreement it' its ' Software in whole or in part, or ally of the terms and conditions of this possession.Use,testing,and evaluation of the Software. — Agreement. to any third party. YOU shall promptly notify Company of You acknowledge and agree that the Software may contain any Unauthorized Use of the Software or Company's Confidential hardware or .software locks, keyScotinging mechanisms, trap doors or Information that conies to your attention. In the event cif any similar security features that may be used by Company to enable or Unauthonzeo Use by you or any of your employees. agents or disable the COOS andlor any computer hardware..M which the representatives, you .shail use your best efforts to terminate such Software is installed to prevent UnautheriZed Use. Company shall Unauthorized Use, including, without limitation, immediately have no liabilitytoyou or any third party„ifigtuits use ot anysecurity suspending access to the COGS until any and all mach misuse has feature to prevent or stop an Unauthorized Use of the COGS. been corrected and cured to Company's sole satisfaction, and to The Documentation and Updates to Software hereunder shall ha retrieve any copy (or component thereof) of the Software in the subject to the licensing lerms set loch in this Section 10. possession or control of the person or entity engaging in such Unless Company specifies otherwise, additional Software licenses Unauthorized Use. and any Software Updates of the Softwarel*iftlbe provided subject to You acknowledge that any Unauthorized Use of the COOS is a Company s then-current licensing terms and charges. material breach of the Agreement and you agree that Company may Company may terminate theliOft .if:.:.:.Yet.i do not comply with the be entitled to seek equitable relief to protect its interest, including, but terms of this license. Upon such termination,you will destroy any and not limited to, temporary and permanent injunctive relief, without the all of its copies of the Software in'yoor possession. You shall back up proving of damage, or delete any of your data or content that is stored on the systems of Company may promptly terminate your access to the COOS if Company to your own media upon the termination date of the Company becomes aware that you are engaged in illegal or fraudulent Agreement. activity,or as otherwise provided in the Agreement. Prior to taking arty You are granted no licenses to the Software, implied or otherwise, such .action, Company will provide you with as much advance notice except as expressly set forth in this Section 10. and detail as is practicable under the circumstances. Ali Software provided to the United States Government pursuant to solicitations issued on or after December 1, 1995 is provided'with the 14. LIMITATION OF LIABILITY commercial rights and restrictions described elsewhere herein. All In addition to the Limitation of Liability set forth in Section 8 of the Software provided to the United States Government pursuant to Agreement,the following terms shalt also apply to CCCS: Z1591 Rev 3(10.11511'3) Page 4 of 5 Page 221 of 878 COMPANY WILL NOT BE LIABLE TO YOU FOR THE PERFORMANCE OR NON-PEREORMANCE OF CCCS, INCLUDING SOFTWARE RELATED THERETO. AND ITS SUPPLIERS. LICENSORS, AND/OR MANUFACTURERS, OR THEIR OFFICERS DIRECTORS, EMPLOYEES, AGENTS AND CONTRACTORS. YOU UNDERSTAND AND AGREE "MAT COMPANY WILL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR LOSS, CLAIMS, DAMAGES, SUITS, ACTIONS. COSTS, EXPENSES OR LIABILITY OF ANY KIND, INCLUDING ATTORNEY FEES AND COSTS OF heitc-ies ftsr riattlosit.tia, LITIGATION, ARISING DIRECTLY OR INDIRECTLY FROM ANY hy the itea:ct. creitettie or con-bob:rocs .,idiyota9; ACTIONS OR OMISSIONS. OR PERFORMANCE OR NON- tiatt rankruptcy PERFORMANCE OE CCCS, INCLUDING SOFTWARE RELATED nas 's ' .,.' I rstiatoe mcciver Or utiliser appointed over the THERETO, AND/OR ITS SUPPLIERS, LICENSORS AND/OR wiiNe ir saittistantial part of its assets: te: ceases to pita-Kin-at MANUFACTURER, OR THEIR OFFICERS. DIRECTORS, ity j1 tO pay its debts as they EMPLOYEES. AGENTS AND CONTRACTORS RELATED TO CCCS. the OCCS. you, taymeII tlio Con-it-btu; ) INCLUDING SOFTWARE RELATED THERETO, OR OTHERWISE, the minimum monthly recut-ring charae throitch toe ettective INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE teen nation date Ppeisit ed in your iNtlittigh tins au '. and ail PROVISION. USE, FAILURE OR OUTAGE OF 911 AND ANY sltarges CGCS to the effectrim termination rtat soeitificO in OTHER EMERGENCY DIALING CAPABILITIES. ticiur oditten terrsiinatipc In no event shall Company be liable for arty damages, h Company ieminrx,,t.es the Services due to you, material Preach of liabilities, costs or expenses arising from or in connection with the Aweetilt ant.yob arditte a discontinue matt bit:be CSC'S upon the the acts, omissions, or delays of any third-party vendor or effectiyis, fti,tisittatitart diale specitied in the Cinnany s mitten underlying carrier; provided, however, that Company shall make tern its notice to yotp 'Li the minimum montniy recurring charge commercially reasonable efforts to obtain performance by such riril.,sr bit the nambet months remaining in the then-current Term: third-party vendors and underlying carriers on a timely basis. HI ony non-recoverable cv=ists. cleirides and expenbes tltirt Company 16TERMINATION incurs from your of the CCCS i(0)all charges tar COOS , Thc: Tern and Termination set foie. in Section 9 of the Agreement LISed UP to the eitieciitasiii i v r a ,. i 1 1 ,ttitlitit,1 is si.ipecseitted by the folitasgng for the COGS termination notice: and pat iany Ciecdts_dist-it:adds irtsh-itiation Tne terra of this Agre&-riern If re Ti yea's. Arpteement Indy or expedite costs that hart H'a' applied to your account from Ii' bn r0ne,,..'Ved for tviiio 3n saccessive cite-year berioids at yoar option and Deptt)itament date through the effective termination date sbucifieil in subject to the parties execatiray Ordering Documenits to taxtend Ire yoar tc,rminaticn notice. The Company s tights .and 030 1".', 005 kir such subsequent one-year periods tiit le2s1 ninety(')0)des s heir,r, nil" toe.in addition ttiny other tit-seeds-its, available to Como.any prior to the expiettion cafe of the then-current term.You may terminate under the Agreement. CCCS at.gey time a providing the ofnar paey one hiindred eighty 080) clays advance whiten noticelf either party is net substantially 17,MISCELLANEOUS complyitig viith Ittie terms of this Agreement, the other party vvill have Company reserves tne righl to unilan aterally amend aU or y part of I right to give prompt written notice of such failure to pe'rform, die tne terms and concfitions under the Agreement to the extent in°o il()OICGnIrPng 1atty' 'All, have thirty (30) days affii'.:r receii,ina such to cc,inply vyith reenizeory or legal changes that May affect the CCCS notice to Hid nil citimiative aCII0(1 pia:: IC, you or Commence a continuous good faith effort to CC:0'0C:: its performance wittlin a Company :ATI protdiae 'y'Li aatn rI.DOLED 0: any soot I :in:e0:124-0Q;11 reasonable period of timev,hich she be no less than sixty(60)days promptly as masonably possible_ (ten (Jays for non-paymenty In the event tho non-conforming party is 11091 Rev 3(10'10l'0t Page 5 of 5 Page 222 of 878 1 tact nCon Service Contract Company Name: City of Miami Beach Street Address: 1700 Convention Center Drive Contact: Ariel Sosa City: Miami Beach Phone Number: (305)673-7776 x5710 State: FL Email: asosa@miamibeachfl.gov Zip. 33139 Quote Number: Q-07394 Sales Rep: Terry Porter Rep Phone. 8015314028 Rep Email: terry.porter@incontact.com Minimum Technology MRC: SO Actual billed amounts for software\lRCs and software usage items are applied to the Minimum Technology MRC.Note that the stmt of the software sIRCs and sots are usage items may he lower or higher than the agreed upon total AIininnmh l echnolog1RC. Product Quantity List Price Disc.(%) Unit Price Toted Price Local Number Activation I.00 S 100.00 0.00 5100.00 SI 00.00 Local Number-Setup 1.00 5 1.00 0.00 s1.00 S Too Toll Free Activation 1.00 $"10.00 0.00 SI0.01) SI0.00 Toll Free-Setup 1.00 5 1.00 0.00 51.00 SI.00 NETWORK CONNECTIVITY NRC TOTAL: $112.00 Product Quantity List Price Disc.(%) Unit Price Total Price Local Number-Regular 1.00 55.00 0.00 55.00 $5.00 inContact Toll Free 1.00 51.00 0.00 $1.00 s1.00 NETWORK CONNECTIVITY MRC TOTAL: $6.00 Product Location NPA- Carrier Quantity Unit Price Total NXX Price TDM Voice-Loop 1755 Meridian Ave 305-673 Level3 1.00 5299.00 $299.00 Miami Beach,FL,USA 33139 DEDICATED NETWORK CONNECTIVITY MRC TOTAL: $299.00 Page 223 of 878 Page 1 of 5 ''' n Contact Service Contract Product Location NPA- Carrier Quantity Unit Price Total XXX Price 1'1)1\A Voice - Loop- 1755 Meridian Ave 305-673 l.eve13 1.00 5434.00 5434.00 SETUP Miami Beach- FL.tLSA 33139 DEDICATED NETWORK CONNECTIVITY NRC TOTAL: $434.00 Length of Service Term: 36 Month Contract All services listed on this Service Contract are provided under the inContaet Standard terms of Use accessible at inContact.cons lents.which are incorporated herein by reference.In the es ent of any conflict between this Service Contract and the inContaet Standard Terms of Use,this Service Contract shall govern.By signing below,Customer acknowledges that it has read,understood,and agreed to inContact's Standard ferns of Use.Both parties agree to the services and charges listed in this Service Contract.including all Schedules attached hereto.which are hereby incorporated by reference.Each of the undersigned represents that he or she is duly authorized to execute this Service Contract on behalf of the party he or she represents.inContaet does not accept additional terms or conditions included on purchase orders or similar documents. Term The Service Term will commence on the earlier of(i)the first day of the calendar month following the Go-Live Date,or(ii)the first day of the calendar month after the passage of Forty-Five(45)days from the execution of the Service Contract by Customer.Tire Service Term mill automatically renew for successive one year terns a tier the mitral Service Term unless either Party gives written notice of intent to not renew any Service Contract.inContaet Software,and/or Services at least thirty (30)days before expiration of the then current Service Fenn.Either Party may terminate this Agreement for Cause by delivering written notice to the other Party' reasonably describing such Cause,with such termination being effective thirty(30)days following delivery of the written notice unless such Cause is cured by the other Party within the thirty(30)day period.In the event of Early Termination of any Service Contract or any Services.Customer agrees to pay Early Termination charges including:(i)the Minimum Technology MRC,multiplied by the number of months remaining in the then-current term:(ii)any early termination fees and costs incurred by inContact from its underlying carrier or vendor(s),for cancellation of underlying services,related to both MRC and NRC:(iii)any Services actually received through the date of the Early Termination;(iv)any outstanding NRC:and(v)any credits,discounts,or waived installation or expedition costs that had been applied to Customer's account.Notice of termination must be sent by Customer to inContaet at Contract-I.:nsubscribeirinContact.com.Notice of termination via alternate methods shall not constitute notice. The Service Agreement between the City of Miami Beach and Atos IT Solutions,Inc.for Hosted Automatic Call Distribution Services is acknowledged by inContaet; nevertheless,a coterminous service term for this Service Contract is not an option. Coordination of the Service fern commencement date is intended.but is not guaranteed. 911/E911 Services INCONTACT DOES NOT OFFER 911 OR E911 SERVICES.For more information,please see inContact.corrr terms/911 Payment Terms Invoices will be issued monthly.Customer agrees to pay inContaet in U.S.dollars for all Services,charges,surcharges,fees,and taxes before the Past Due Date. Notwithstanding anything in the Agreement,"Past Due Date"shall mean 45 days from the invoice date.Invoice payments not made by the Past Due Date will be considered delinquent,and Services to Customer will be subject to suspension until payment is received by inContaet.inContaet will use reasonable efforts to communicate with Customer to resolve payment issues before suspension of any Services.Late payments may,at inContact's option,be subject to a late payment charge equal to the lesser of:(a)one and one-half percent(1.5%)per month on the late balance,compounded:or(b)the maximum rate allowed by applicable law applied against the late balance.Unless otherwise specified.payments received will be applied first to late charges and related expenses,if any;followed by past due amounts,recurring fees,telecom-related fees,and other fees:and then to the current invoice.Customer must provide inContact with written notice of an invoice dispute.In the event that Customer does not provide such written notice,such invoice shall be deemed to be correct and binding.inContact will make reasonable efforts to notify Customer verbally and in writing prior to such suspension or disconnection.Customer shall be responsible for all reasonable costs and expenses,including but not limited to,attorneys'fees,expenses,court costs and service charges incurred by inContact in collecting payment under this Agreement.Customer confirms they have notified(or will notify)inContaet of a valid physical location where the Services are to be utilized("Service Location"),if different from the Customer's amain contractual address.inContaet reserves the right to reject any request to treat an alternative physical location as Customer's Service Location if inContaet discovers that the address is invalid or otherwise inaccurate.The Minimum Technology MRC will commence on the first day of the month of tire Service Term and may not be postponed because of a delay in implementation of Services regardless of cause.NRC will commence and be invoiced upon Service Contract execution.Upon renewal of any Service Term,inContaet may increase inContaet Software rates for renewed Service Term by a rate not to exceed five percent(5%).inContaet reserves the right to review the MRC and may increase or decrease charges or line with industry or third party cagier charge changes after completion of the initial Service Tenn With prior written notice to Customer.Additional charges shall apply for other Services,including without limitation for costs associated ssith installing,modifying or reprogramming Customer's equipment or interconnection circuit(s)to render them compatible with the Services,to include but not limited to extending demarcation points,or extending wiring inside the Customer's premises.Customer may assert exemption front taxes or fees by providing an exemption certificate as permitted by applicable law to inContaet.By doing so,Customer agrees to indemnify and hold inContaet harmless for Customer's claim of exemption.Additional Professional Services time may be purchased at$250.00 per hour(additional rates may apply). Page 224 of 878 Page 2 of 5 tac nCon Service Contract By initialing here, I customer, give inContact authorization to provide confidential contract information to my Agent of Record. My Agent of Record is: Customer: inContact, Inc.: Sign: Sign: Name (Print): Name (Print): Title: Title: Date: Date: Sign: Name (Print): Title: Date: Page 225 of 878 Page 3 of 5 I Service Contract inContact Usage Rates Schedule Distance Inbound Toll Free Outbound Termination Domestic 50.0135 '5).0I 1 5 Alaska SO.1915 50.0132 Hawaii S0.029'_ S0.0114 Canada S0.O??5 '50.0100 Guam S0.2718 S0.03I0 Puerto Rico S0.1525 S0.0)94 Saipan.Slariana Islands SO.-1079 SO.0359 US Virgin Islands 50.1014 50.0134 International Sec International Rates Sheet See International Rates Sheet Outbound Toll Free NA SO.0100 local Inbound 50.0100 NA Indeterminate S0.0I50 SO.0150 Domestic calls are billed in 6 second increments with a 6 second minimum Extended calls are billed in 6 second increments with a 30 second minimum Page 226 of 878 Page 4 of 5 Service Contract Product Descriptions Schedule TDM Voice-Loon TDM Voice-Loop-SETUP Local Number Activation • Required one-time activation tee with Local Number-Regular Local Number-Regular • Local telephone numbers for area codes within the 48 contiguous United States for client inbound calling to the inContact platform • Billed monthly per local number Local Number-Setup • Required setup fee for Local Numbers •Billed as a one time(non-recurring)charge Toll Free Activation • Required one-time activation fee if inContact Toll Free is selected. inContact Toll Free • Toll Free telephone numbers for client inbound calls within the 48 contiguous United States. Toll Free-Setup • Required setup fee for inContaet Toll Free. Network Connectivity The use of inContact Network Connectivity products may be subject to additional terms found online at inContact.com/terms/GeneralLD, inContact.comiterms/Voice,and inContaetcom/terms/IntlOutbot ndTerninationRates. Page 227 of 878 Page 5 of 5