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Service Contract with InContact
Zai?- 29852 F . €?*!'''' 1 n Cont a . ct „,..„.„. 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 x5713 State: FL Email: asosartniarnibeachfl.gov Z'c 33139 Quote Number. 0-07394 Sates Rep: Terry Porter Rep Phone: 801 531 402 8 Rep Email: terry.portert incontactcom Minimum Technology MRC: $0 Actu;:l billed aittoults liar software MRCS and sottuare usage items are applied to the Minimum tecarx Io n MRC.Nate that the sum ai the seftwarc MRCs and software usage items may be lower or higher than the agreed uacn total Minimum Technology MRC. Product Quantity List Price Disc.(%) Unit Price Total Price Local Number Activation 1.00 $100.00 0.00 S10f::00 5100.00 Local Number-Setup 1.00 S1.00 0.00 51 00 S I.00 Toll Free Activation 1 00 $10.00 0.00 $10.00 510 00 Toll Free-Setup 1.00 51.00 0.00 Si.ix.) St 00 NETWORK CONNECTIVITY NRC TOTAL: $112.00 Product Quantity List Price Disc.(%) I.nit Price Total Price Local Number-Restdar 1.00 $5.00 0.00 5500 $5.01) inContactToll Free 1.00 $1.00 0.00 51.00 StAO NETWORK CONNECTIVITY MRC TOTAL: $6.00 Product Location NPA- Carrier Quantity Unit Price Total NXX Price TON1 Voice-Loop 1755 Meridian Ave 305-673 LeveI3 1.00 $299.00 S299.00 Miami Beach.FL.USA 33139 DEDICATED NETWORK CONNECTIVITY MRC TOTAL: $299.00 P4elot5 itinc4ntact .Contact ‘,„....„„,; Service Contract Product Descriptions Schedule TDM Voice-Loop TOM Voice-Loop-SETUP Local Number Activation • Required ore-time activation fee with Lxat Number-Regular Local Number-Regular • Local telephone number for area codes within the 4R contiguous United States for ctien:inocund canine to the inContact platform • Billed moninly per local number Local Number-Setup •Required setup fee for Local Nt.rrbers - Billed as a one time(non-recurring)chore,: Toll Free Activation •Required one-time activation fee if inContact Toil Free is selected. inContact Toll Free •Tol`.Free telephone numbers for client inbound calk N.vtthin the 43 contiguous United States. Toll Free-Setup •Requ;red setup fee cut iiCon:act Toil Free Network Connectivity The use of inContaci Network Connectivity products may be subject to additional terms found online at inContact.com/terrtsiGeaer lLD, inContact.com/termsNoice,and inContact.coralterms/tntiOutboundTerminationRates. Page S of 5 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 5/7'h 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 l`1ay, 2016. ATTEST: /` - p k % Cy�� PhilipiL in-%Mayor $fr. / R. ael I Tana••, e ' C er:�' ' 0 =.1NCOR 4.0 ORAjED '90H�26 APPROVED AS TO FORM & LANGUAGE &F. E ECUTION L - t1-1i City Attorney �T Date Resolutions - C7 D MIAMI 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. I n 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$21,226.88 • Monthly recurring charges of$2,388.28 for a total of$28,659.36 for a year. • Network connectivity and usage charges. Amount 1 $49,886.27 - 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 Tracking Finance/Procurement ATTACHMENTS: Description ❑ Resolution o Statement of Work o Schedule A- Fees ❑ Hosted Services Agreement ❑ Cloud Contact Center Services o Suplement for Cloud Center Services o Cloud Contact Center Services Supplemental Terms Exhibit ❑ inContact Service Contract Page 197 of 878 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 Copyr1g'r.)3;7,Atos i Solations and Serric es, Inc. Statement of':Ncrk 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 kThryrirpf Bf)i 7,Arns IT StA,Idens and S-?r,'ice.d, Poe 2 St3tern,:nt of VA')f Page 201 of 878 1 Introduction This Staernen- of Work ("SOW") defines too OpenScape Clouc Contact Center Services. including the OpenScape Cloud Contact Center Software hosted as a service (`SaaS") (collectively, the `Services") that Atcs IT Solutions and Services Inc ('Company") will provide to the City of Mani, Feacn ("Customer") Company rnluse a contractor inContact Inc ("Contractor') in the delivery of the Services This SOW includes a description of toe 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 Cioud 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 1700 Convention Center Drive, Miami Beach, Florida 33139. Al 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 iiassignment 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.) AppItcatr ec • 1 Base package Services -' • 10 Concurrent Agent • 4 universal ports • 10 voice recording 1 storage and data management g 9 • Care Customer Success Package Implementation "`' • 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) Cop.„,yot 2017,Atos iT Sari ices,Inc. < 1cnt o. Page 202 of 878 to 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 (A Leg), and an outbound leg that is routed from the Company's cloud to the Customer's agents (B Leg). 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 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 of the overall OpenScape Cloud Contact Center solution is given in the following graphical representation: Copyright 2017.Ptos IT Sok,tions and Services,Inc. Stetcrle.'-ii.of 1.01-e Page 4 Page 203 of 878 tne TR.e -•^..4 tc,..,ITICT a,Ur...Mt th2.,,,,,,,C70. Cxr-rt, AOC 41r • ,7,^e Open tope-net ' iContact Int& ent T Seice lrate/figrot I Serfico. Att.3 qa: ,713 tr..at-i,r, rC,z,....zt s C :74C•---„Zizz:z; str tO W113 P C.31:PtZliE , sysrr,o4 çtnCe xcnn SPA,.3;=.4* i-n, 5S, ,rer z ret rCcrtact OCto C;rte,er71,* r I CO nt a c t S"pported •DallaS • 1,g,-tsi zr m_ksi Ariv•-!e, • F.4r.s,3s,c,.ostcr• • Pr.>tiistooing Inter.ols tFlease Wei to loop voti,) • 71 2C-4F. • 72 42-;;.,2 Sprrcial Consid*rations. • Ooncnj"Mr,' s are Gaza essters_ • 3a rnpu.stP3 4 r•-•,...4ad sir ., PgX 'Cetrsi Cipy,ight 7017,Mos IT Sol:it-ions arid 5viCeS,Inc. Statement of',Nor',: Page 5 Page 204 of 878 4 Services Deliverables • ACD: Intelligent and flexible Software with Ski:IS-based routing enables the Customer to direct its callers to the right person. regardless of the site location • IVR: Feature functionality which enables the Custuiner 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 dsplay 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. Copyright ;till, Atos IT Solutions and Services, Inc Statement of V,crk Page 6 Page 205 of 878 • Providhng 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 anc 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 this SOW will be: Name: Fidel Miranda Phone Number: +1 (305)673-7000 ext.6883 E-mail Address: fidelmiranda(a.miamibeachfl.cov Name: Tim Simpson Phone Number: +1 (561)561-7075 E-mail Address: tim.simpson(rJatos.net Dusty Stanford Phone Number: +1 (847)598-3861 E-mail Address: dusty.stanford(a�unify.com Name: Kirk Broussard Phone Number: +1 (408) 492-2750 E-mail Address: kirk.broussard(aunify.com Co;)yr;et 2017,aos IT Solution;and Services., inc. ......_ ,_rl 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 cF Work Page 9 Page 207 of 878 Schedule A Paisie No I o' taQ. Fc Greer ort t,o, t E ill".% ..ct Location Address`Prri 5_5' ,C Reference E�xhin (',t tic CLS Eetiior .-f.._ -_ u. ^:C;efenc �.� No C's'tRf192:. �h_rl 335;' i-tended utover, Customer Contact Fide:Mrs.da ;n;p,er entat:o n- lat,on Date TE? ;r.e ;305;673•i^�C ext 5383 Ern xi Address `ideimirandaLm!am,o_> cr',fl goy Quote Expiration Cate 4,30i2017 Ccno.pany Office Address .A:js IT Solutions and Services Inc, 2650 II Miht3ry Trail Boca Raton.FL 33431 Siemens Contact Tm Simpson Scope of Work: Company will provide the OpenScape Cloud Contact Center services set forth Monthly Recurring Charges(excluding sales tax): $2.388.27 Non•Recurring Charges(excluding sales tax): 521,226.88 By signing this Schedule A Ordering Document.Atos 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 tsted 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 applicable,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 PRODUCTS ORDER DETAILED LIST OF PRODUCTS AND SERVICES Custor r Prn.e Recurring Monthly Services: t:1, Ext9.i4e0 List Pr.<:,; otsro. 0 Total Concurrent Agent(per Agent) 10 52.149. 0 5:015 35 51,133 54 Universal Port(per port) 4 5570 00 5428 80 5241.20 Storage and Data Management(per GB) 1 $40 20 S15 08 524 12 Voice Recording(per StationiConcurrent Agent) 13 5225.19 590 04 5135.00 _ r Care 1 51.119.00 5284 75 5354 25 Total Monthly Recurring Charges $5.223.30 $2,835.03 $2,383.27 Customer Pnce Non-Recurring Services: Qty ExterdorT L,sI Pr¢: e scours _ Total Workgroup Implementation(Up to 20 Users S9.543 00 50,00 50.543 00 Included) Short Courses(1 session,2 hours) 1 51.491 88 50.00 $1,451 82 Long Courses(2 sessions,2 hours each I 52,257.70 50.00 52.387,05 Unify Proj Mgt Hours 40 57,800 09 50.00 57.000.00 Total Non-Recurring Charges $21,220.88 $0.00 521.225.88 Page 209 of 878 Agreement for Hosted Services .e Ad:trios A 3reentent CtI.ILI int,16-C.16 IA :650;i Traii I 7:0 C Cif Lin:it? cifiatiti, FL o -Coe t:.ini. o iffer oar Ci.k.t[itile!- L;' for Hosted Services t,,A;ircierrieriti After ;tau Jim, -pi:as-et has C,, an, Si it to you 'unite Contriany s ar'cup'aoi-i- of aarr ir.di.itti.alordem. mete-after oranir SerY;gi"s" 1. DEFINITIONS adrett"-fat nutwittlistand no anything to the contrary C',!"•,nany Enterprise" alej, tutti r.grit to tetain C,Opy ,S,t any tanoiole materiais thdt Company pine StiLeti ar merig mar Cu' that ore :coated in pie to you tor its records iv:nit-vitt States er Stiolt a :' " or. ordoi this 4. LICENSE GRANT Agreement ptoiciattici they adri,e Me tur this A ,-,i,jehieNt Exhibit •nr--raos sonr!omtaitai!aimsr rnr-diiionst specific to par- An Exhipitisi referenced in an Or'...lering DOCLifllew desimmi,s Iiiiustctif Sur utider tma :and yvtliith are SC ensO grant applicanie to the Servicos iii: an Orderng Document 5. WARRANTY 'Ordering Document rmi,ajaiii a siiheiA,iie A. lasjatjj.k.,,1 An Exhibitis) referenced in an Ordering Document describes tt,e Changi, oiaor CI aage Orden cr other Cc rnitattri; orconng .varranty terms applilbiet t Soo;!ge dis.gtin-'oot that innoinoi ate gi,16t-aoa: tor Con'"'' Seri,iices "Premises „crir rr,staIrron or s-r.-r-vr.-,cr or On an Ordering orroOnt 6. COMPANY INDEMNIFICATION "Purchase Price MESir!,croon.for Sei-atteS COMpany agrogs indemnify.defend and save you harrniusd!Tom "Services"moans hosted services rim:Lai:leg to yi.iu as.described in a claim resighina in a fiaal judgment adainst you by a court of compe- 1 istiaito applicatie Statement hitor to jurisdiction for Carnage to real property Ottallertoal ;),•'-)nertv or "Software" ' cans oppias aria dinar-Pied:a- tangible personal property or from any damage arising from bodily Con,provided to you under this Agreement.if any ry, including death, to the extent such damage is caused by Compa- ny's negligence or intentional miscond,tct in the performance of this 2. PURCHASE PRICE,PAYMENT TERMS AND TAXES Agreefnent; provided, you' (a) give Company pr" •Aritter notice of The Porcnase Pnce and payrnent tgrms for Senaces you order t'ill any such claim prompt'? after yeu first rec.-ea.-a notification of the claim. Cu sPecified on an OrrMg Document. ab 1 allow Company sole. control of the defense and reiat,ad settle. 3. TITLE,OWNERSHIP AND INTELLECTUAL PROPERTY moot negotiations and to)fuliv utioaerate y.ith Company You aoknootitednet tnat ail Mita, ownership and intellectual property 7. LIMITATION OF LIABILITY rrT;nts to the Services.ircluding,but not limited to. patents,copyrights. The total liability of Company,its suppliers and subcontractors or of trademarks and similar proprietary rights in the Seraoes.provided put- you is for actual damages only.and will'not exceed the amount paid to suant to the Agreement will not be considered works made for hire and Company for Scribes providec under this Agreement,at the Prerni.sit:i; will remain at all times vested in Company No nght, title or interest where the damage occurred, for the 12-month period preceding tar shall pass to you other than Iherright to possess, use and authorize date the damage occurred, This limitation does riot apply to action your agents to use the Services subject to the terms of the Agreement 76.Company Indemnification. You agree riot to sell, assign, lease, pledge, or other,,,,ise encumber UNDER NO CIRCUMSTANCES WILL YOU OR COMPANY BE any interest in the Services, and,as appllcable,to keep tire same free LIABLE FOR DAMAGES RESULTING FROM: (A) LOSS OF from any liens,encumbrances, or any other rights or clams that could STORED, TRANSMITTED OR RECORDED DATA; (B) CONSE- be asserted by a third party. NorAthstanding the foregoing, or any- QUENTIAL DAMAGES(INCLUDING LOST PROFITS OR SAVINGS). thing to the contrary in, is Agreement, all data generated under this INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF YOU Agreement shall be owned exclusively by you. OR COMPANY ARE INFORMED OF THEIR POSSIBILITY; OR (C) You agree to identify to Company.in writing,any of your intellectua USE OF SERVICES OUTSIDE THE UNITED STATES AND PUERTO property,or third party intellectual property provided by you to Comps- RICO.THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS ny that is to be used in or with the Services,if applcabe., you will re- OF LEGAL THEORY UPON WHICH THE CLAIM IS BASED, EVEN main solely responsible for obtaining licenses for end 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 or with the 8. TERM AND TERMINATION Services You acknowiedge that Company provides similar services to the The term of this Agreement is three(3)years. The Agreement may Services under the Agreement for other customers, and agree that be renewed far two(2)successive one-year periods if the parties exe- nothirig in the Agreement will be deomed or construed to prevent cute Ordering Documents to extend the Services for such subsequent Company from providing such services to other customersNothino in one-year periods at least ninety(90)days prior to the expiration date of . the Agreement. or an associated SOW, will preclude Company from the then-current term. Customer may terminate the Services at any time by providing the other party one hundred eighty (180) days ad- developing for itself, or for others, materials that are competitive with those produced as a result of the Services provided pursuant to the vance written notice. have If either party is not substantially complyng with the terms of this Agreement, irrespecti,p2 of their sirmlarity to items which may be deliv- Ai greement, the etiter panty wiii the right to give prompt ‘,",ritter, 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, toots, ideas and other know-how gained thirty (30) days after receiving such notice to correct its performance dLiring its performance of the Services pursuant to the Agreement in (ten days for non-payment)or commence a continuous good faith ef- the furtherance of its )wn business. to tile Slid) i_ise does not fort to correct its performance tvithaii a reasonable period of time In Inc ccntradict terms and limitations set forth in tho Agreerrent. You Pone ! rid Page 210 of 878 a ( �_ r .... i. .... n .. ... � ,.. ,ger: .f If 1 - ! nriugt rr of r ' f r - r n :<r r: ;mry third[-an./ ar ,cr d,i0 a wa::n oonfidentienity I o.restrictive u, ... a r ; informat.'r in any'. r r fLibilreetri °Pi) 'I r-_c i r , r r t ,green r t o party f r foitinu t, q I:ly r _- -;,.., -.any C:,n r!t r „rl:fdomiation for L! rr t. r u n ..rf . C, r :r.. se cite, t MSCios;ng P r r ht c ati IC :3m any r:nr r r A advantage over the Disclosren Party t 1a :11171'7.1C _ if R.. r r !.i(!rf f law r., Ii t .. r , ,i.,. . r It-:, ,. 1.1;�. to G r' u.,a Inf-iimat,on of Me DisCl.,sd Party the R.,..i.- ;ng Pa y snall pion int:,noti`y the Cr-_'osrIg Party finC reason ably co- 9. FORCE MAJEURE p n h Dr-l sin.,Party to tpirian_c such disciosare and Ic t;. . thy_ ,ar'�, .:r r, i.._-. . -,r its:n r p f:,rel fr„I errs ! re Cor,trc ,or'° s=;ct":Ccr.Sdenfel rt cra,cn .:i 't_tilefix. �r_r,,r, m Of('r:-- the r ...-t rircumsta'o-.es. r atn'? ,._',,tner beyomd suchrt c-'.-",nabl ._..tr_ ch... f.me c,)n-ddiselcsur abriga.;ci_ cescr,ted berevL e Greeff I,1.,: non fP0 A.As t rm.n .r flct;c. .-r.trq:.,ae rnspeot to trade se c tenni it-,n ur e.tpiSti,n th:s oc ietrf,inentat a-ts or odic ria r,r-. ect fora per ort iv-e i3t years To th::extent;Pat C.,c_':r- .trict t - .r,,:a.., ,Cris ;ruc. r_.0 _ -. restrictions I'..r�aliOn constitutes bade secrets. 'e t . , Lind . s.:.i ;-r s or po Nerc ,i r mrm ,.:.s falure e this paragra,h shall r:T_sin eifoct pet putual y" 10. EXPORT COMPLIANCE 12 END-USER CERTIFICATION Tne 3tr nice= provided ty Curio:any f.iridet the Agreehiehl are for Yo..tigree riot!are asqurrind tde Sch.irces use ...ri as' _,tG-r- r estic consumption. Arr, expert of the Seri,es must be made in prise and not for reselling leasing or transferring to a th rd party exceat r.;once :it^ sortcable ' laws. YOU AGREE TO INDEMNIFY for lease-back fdtt nanq of tine Services •ices AND HOLD COMPANY-HARMLESS-FROM-ANY-AND ALL COSTS 13. SUBCONTRACTING AND ASSIGNMENT LIABILITIES, PENALTIES, SANCTIONS AND-FINES-RELATED TO YOUR--NON-COMPLIANCE WITH-APPLICABLE--EXPORT--LAWS Either party may delegate any or all of its duties to sub AND-REGULATIONS: f:oraaaxs. subsidiaries or parent or affiliated companies. pro- Cmmpacy .r 11 rat Pe colf„-sated to oefirrnr ar ecligai, - .,order that each party remains liable for their respective duties. ;its Agreement- and ,-r;i not incur any lia El. 3r consequence as a Nether party may assign this AcYeement without the prior writ- resu:cf such nomnerformancd. to the. extent Smut performanhe .tread ten consent of the other.Any attempt to do so is void. constitute a violation or: c,r ;did result in .t:c r::pustion of any sane- 14. LIMITATION OF ACTION :ions under any law regu-ration or other applicable national or'Mama- Neither party milt brit,a legal action more than t-to(2)years after .urei n r;d= a .- ns regurrements or embarc;r.:sthe cause of action arose 11. CONFIDENTIALITY 15. GOVERNING LAW The confidentiality of information exchanged by the parties under This Agreement is governed by the laws of the State of Florida ;•74-.1 Agreement shall be Governed by a non-disclosure ac ee ent exe- -.Aithoilt regard to its conflicts of laws rules. cued by the part:es. In tee absence of an executed non-disclosure. agreement bet teen the p itI es•the hollowing terms vial apply. 16. ENTIRE AGREEMENT -Confidential Information means any information supplied by or This Agreement constitutes the entire Agreement between the par- obtained from one party; the Dusu using Party')to or by the ether;'iho ties, n.cr v:rt' n_Arty modifications or changes to the Agreement will Receiving Part")that is marked confidential if in tangible form,or.if o''il d x en made by written amendment,signed by each parry. orally disclosed,is reduced to'smiting and identified as conf;dentiai 17. ORDER OF PRECEDENCE thin thirty(30)days of soot:disclosure.Confidential Inforrna5r>i does The followuing order of precedence from highest to to e.st 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; tb) Change Order Ordering Document: (c) lished or becomes generally available to the pubtic otherwise than Statement of Work; (di 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 tame Disclosing Party;(d)been-nes known independently to without the prior written agreement of Company is void. .._'a•t; Re,,.i (10:15',.0 p.,ge 2 of 3 Page 211 of 878 . . At...-2,3 IT 7,1370 13 Page 212 of 878 ,rv5vav Cloud Contact Center Services Support Services Plan This Cloud CornaC,t Center Services Suppurt Se:-ices Ph-in cPlutiiii deseiihes ihe Air), IT Solutions a i_: Services. Inc,- (Con'p.ny-1 Services Pion a..ai,able to City of Minimi Beech ( You ) to' bion inCu.u,u a_ I in '_r'.dcr") Cloud CocituctCo Center S,_r.i:e suite of I loslec Sen des- us defined below. (collectively. CCCS') chat ere described co the pricing page j•Orieteli e'a Supplement Ordering Document f'Supplement")or ether Company Ordering Document as Covered Scriiices. Seances will he performed for the Covered Services at toe ir talla'ion Site specified on the first edge cf the Supple- men,or other Company Ordering Document. Services orde'ed by you under a Supplement enc performed by the Company undor :he Pltu-. ere subject to the Hosted Services Agreement be- tween you and Company r".Agreement). I. DEFINITIONS ;) Secure or provide,as appiicab'.e,carrier services required for provision Coverage Hours --The contracted hours during which Services are of the CCCS from a Vendor certifec carrier: available andor dur'.nc;which the Company will perfom the Services pur- k) Manage your data. including the back-up and storage of such data suart to the Pan. Service Requests to perform Services outside of the throughout the Term: Coverage Hours will be subject to incremental charges at Comp:ny's if Ensure that the Software version level on any Software covered under then-current hourly rates. this Plan is at the currently available Software version level or the cur- rently available Software,:ersion level minus one Covered Services —The CCCS eligible to receive Services under this m) Ensure the security 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 or intrusion and unauthorized use of the CCCS: pursuant to the Supplement n) Provide full.free and safe access tc the Covered Services and your IT Infrastructure in order for Company tc perform its Services under the Customer Responsibilities — Ycu are responsible for eerforming the Plan,including foil and free remote access to all Covered Services. Following tasks as applicable. You agree to: Documentation-Any manuals.guides.specifications,instructions and a) Fol'iovv the installation, maintenance or operational instructions for We other informational or instructional materials regarding the CCCS,indud- Covered Services as described in the applicable Documentation: Inc the Software,provided to you by the Company. hi 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 any material non-conformance to the specifications for the use of the CCCS,its Software or other equipment on which the CCCS CCCS set forth under 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 anchor 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 Inc Covered Services. a part of the CCCS. c) Provide a 24x7, 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 ail associated equipment. with ty,routing and other Logistics'and which the CCCS. and/or Company provided equipment, is to interoperste 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- sary 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 webcollaboration to the Installation Site to perform Services after Company determines capabilities. that an on-site response is required. i) Basic functionality testing to verify the CCCS operates without Overtime Hours—Any time outside a Working Day,unless otherwise Ser- material ocall placing and call CCS acceptance and correct included in the Coverage Hours you purchaseafrom the Company.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 iii) Basic CCCS functional tests. instruct Company not to continue performance of Services beyond the iv) Operability testing to validate CCCS interaction with the cern- 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 (10'15131 Pace 1 of 3 Page 213 of 878 o I Priority 1 Incident Coeditions that ti,.e.eis efirao s.;r-,ce. ,,.Tacit.; Overtime F -.._ Compaii.,via„c,. ,” r ue it - ._it 1..,Cl' ss< a ,ai i traffic. t;illir c and n'ritaiweriancse of the CCCS incl„ ;.eataatroaliat ser- ititbis vice ..t.en• that in causes a loss of scri,ice of ch ur'mom C :Cfl functions Call Center Best Practices in a prcifc. ti e environment nrd;here is lot an ava t c: ..t.c(rkoiounci Ili is eon ti t�o,s c r a rem item t r inl,on .ervi c uu ci .:a'icicle `: :_i. ;r l r_- vrrkaroun (ii}siq an;Is restricts -- r t„,CCCS L r tyre hm i110_�• - tion i-_:,a - -ern .I i fl.xc m r �cr aTi'-. enty hag percent'.',,:.)of you users at a single site;(v)loss of safety or emergency capabi i r ,e.g..9-11 ser.cel or(; result in the retwork or Customer Care Live Services&Support CCCS apolicatior telatform being unavailable . .. _Customer Care „ 1 'lir 114:1 MST) Priority 2 Incident Conditions'hat S'-i t sly affect operat.or,ret,.r;e nancre.-ane'adrenin suction of the CCCS. including a 1113101”service event Vie phone.chal porta. that(i)causes complete failure of a circle component.madule.or router 3. ?x2 4 emergency phone support available for cosiness interruet- element of the CCCS and there is not an available workaround;(lit Ing issues causes partial loss of service or intermittent disruption of use of the 4. 1 each customer-designated ousirlessiterhnl"a1 contacts CCCS in a production environment and there is rot an available work- around: fia i restricts use of the CCCS for fifty percent(50'1.1),to seventy- five percent i75°3i cf your users at a single site,(iv)result in limited use Education of the network or CCCS application platform and there is Oct an avail- 1. Comprehensive catalog of self-paced.webrror,and instructor- able workaround:or iv)causes degradation of the CCCS quaff t•y.such led courses as background noises.transmise on faults.cat processing alteration or 2. Additional education available standard charges apply processing of business data. Priority 3 Incident–Conditions that do not significantly impair the func- tion of the COGS, including a minor service event that ti)causes a slight III SOFTWARE UPDATES restriction in use of the CCCS. or their functions.and there is er a;ai able Software Updates will be provided on Fridays,between the hours o' worker ound,(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 COGS, 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 to twenty-five Software Updates may be deployed at any time outside of ycur Coverage percent(2533)to fifty percent(50r;') of your users at a single site; or(iv) Hours,as necessary Certain Software Updates may result in a temporary your requests that do not affect the CCCS. disruption or suspension cf the CCCS.Company will use cornmercialy Remote Response—An attempt to provide Services from a remote Iota- reasonable efforts to minimize any such disruptions or suspensions of the lion- CCCS and to provide you with forty-eight hour advance notice of any Resolution-An action that will resolve an Incident, and which may be a Planned outage or interruption in service. All software updates shall be workaround and.%or reloading cf 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 (i) Level 1 Support is the action of IV. SERVICES OUT OF SCOPE commencing diagnosis of anincident: and(ii)On-Site Response is the The following Soroices arc out of the scope of this 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. services performed 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 on 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 CCCS,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 carred out by the Company F Modifications or performance enhancements you request Corn- under omunder this Pian. pany to make to your IT Infrastructure,such as changes made Software Upgrade-A major release of Software that provides new lea- to hardware due to Software Upgrades,changes to the Ser- tore or functionality capabilities or material, functional enhancements or vices,relocation,disassembly,etc. performance improvements and is denoted by a change to its initial ver- I sion number. Software Upgrades. and new features avai able 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 am. 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. CCCS by any means other than as approved and instructed by II.CARE SUPPORT PLAN the Company. Company will provide the following Services in support of the CCCS 11. Software release versions in the CCCS are no longer 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 Working Day will he billable at Company's 71592 Rev 1 00115/13) Page 2 of 3 Page 214 of 878 IA Your failure:o rnalntair regular back-up copies of Sefr.vare ele- ments in the CCCS and your c__n 15. You do not pro`'e3 rit3COSS33,,'0,•C'kJ,r0Orld rn ;nc-i- dent 16. Events of Fun ,ntajcu'ie 17 Theft, vandalism malicious or orlmmat acts. incluciine. but riot limited to,worms Trojan horses cr earuses. V. MISCELLANEOUS CCCS is provided to you as a Hosted Service. Company expressly disc'airns and does nut take any responsibility v.hatsoever 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. VolP or SIP trunking services. or any other systems. net- work, software.equipment or facilities used iii connection with CCCS. Company reserves the right to unilaterally amend all or any pert of the terms and conditions under the Plan to the extent necessary to comply with regulatory or lego'changes that may affect the CCCS.Company will provide you with notice of any such amendment as promptly as reasona- bly possible. Z15P2 Rev 1 (10115113) Page 3 of 3 Page 215 of 878 Supplement for Cloud Contact Center Services Support Services Plan Customer Name and Invoice Address: kegion Office Address. He`er_rce Agreement No COMB-09-6-Dot City of Miami Beach 1700 Convention Center Dr 265C N Petery Trait Deference Exhibit No• CCCS Miami Booth.FL 33130 Boca Raton,FL'37431 This Supplement for Cloud Contact Center Services Support Services Plan when signed by Ales IT Solutions and Services.Inc.t"Company i and the Customer(`you")is Company's acceptance of the order from you for Services for the a Contact. Inc.Cloud Contact Center Service suite of Hosted Services(collectively,"CCCS")under the Cloud Contact Center Services Support Services Plan icellectively,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 Coverec 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 tern; "Purchase Price'means charges for the Services under the Plan. The initial Purchase Pi ice 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 Crder 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 at any lime without notice, and to requhe 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:n 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 parties. 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 fled in the Quote.Unless otherwise agreed by the parties,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 wth 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 andior 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. 71503 Rev 2(10/15/13) Page 1 of 2 Page 216 of 878 (c) Payment Loniparty writ II1VOIC0 you rronthi f us arrears for the Purchase Price AN:l invwt L.1 oat pajinen:s are noTi-refundaple loti agree to prov!de Company o; an inline of cisy.-,fte charge,c... thirty i30) sir en of your recept d:each invoice.and agree to on,y withlAid pap•nen fcr invoiced charyan that ore cii..zipt.ited on an invoice. in tan cycnt eui Lirldl;;;p9Cd pay! are riot[...wren(order Ihe Supp-ernent or he Agre.e.mert. Company will issue you,,,triiton rotiact If y3 sr caymcint is not received within thirt,., :0 clays after the Cate of such written notice of delinquency (..-..orrpany al its option.may suspend its performance of the Services.If unctisputecl payments enrei- iyour account are not received within ninety(.90)days of your receipt of each Company invoice and Company nas su.snenti!ed Sery re llomonny may at ils option and in addition to the exercise of its other rights and remedies under th:. .L\rye,=inent. or terminate the Services under mis Supplement or cause. The aforE.,clentioned notwithstandirg yo will remain obligated to pay to Company all .indisouted amounts last ride and owed to :0-4aily In addition to the foregoing and in addition to any other rights Company may have under the Agreement Company may impose a late fee at the greater of 1 50 per month or the maximum annual rate permitted by law on any undsouted payments rot paid,;vnen due. Interest shalt accrue from the date of the invoice until paid. 4. SOFTWARE LICENSE TERMS Software Upgrades and Software Updates delivered to you under a Plan are subject to Inc 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 -equired under this Supplement will be in writing and delivered to the addresses specified on page one Such notice may be sent by: tat certified mail,return receipt requested'(b)overnight delivery service:or(o)facsimile:and will he teemed to have been given in the case of certified mail. five days after the date of mailing,in the case of overnignt delivery,one day after being given to an express overnight courier,or in the case cf farsintile. upon transmission as indicated by confirmation.Either party may from time to time change its address or designee fcr 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(10115113) Page 2312 Page 217 of 878 Cloud Contact Center Services Supplemental Terms Exhibit Exhibit No. CCCS it teen, reie eeeintnes n (.;(we( Coc., 3' . Fwot • et Hiostd 3(233tiad Pr CC(.23 the: yd, s ocr toss crdesec ,I Salerics Co-i(.;:antiii,in:In rot, LahiLat aod HOE-teC. figri7I,I:ftle!r11 I Agreement The Or:le:nap, Docdrneri`w.! ex. io CCCS C5i by Crimpanii yite., to delivered.In Pori noi ate ii.teinot lie: Edit -cn; roe riediir ia 'a,- Cr.,%.!Th, the CCCS and ie 0.ocitGoui-crit 1. DEFINITIONS 'Update- snal :T0dCaii011. ..DOCUrner-ItAtiOrl" are and at manuals guides to ani Softy.ire ii Si nc,orpor,,f.es Errs:', ac-i; st-'(niifications. ,risinictinos 3nd other IflfDrrnitrOrlaiSo ns'mcnorai provides funaorial Sr perform once improvements ine rc.i:aooit iiiterrals rearctiny,too CCCS q1Cftithrig tile Soft name, pro-.dec to}.(:)t, updated Der,umentation .;,th !identification Ci diSy Company Th Doro.imentation c.n-ime in Updates are iistial../ designated as a change ir ne nun-di:et Nip :help incoritact corn either to the -eft (from I yz to 2y..)ane.or to the richt of sh:H. 'Error" means ?TT,: mistake, prcPlern defect malfunction Cr point(from a to x.2) ifeficienc..-..which ca..ices an ricorroot or in,:tidequate functiciamr;or non- "Use" means to hest ilestail load. execute, cr:i‘pIjy trie CCCS or any ce..iaaian norm) the specifications incorperate store, subsesine re, or d spU- tiO, other reriuirements set f-orth under the Agreement "Procossas,"). Use is de.ented to oceie at ary 'Hosted Services- means tee pre-ssion of a hosted Contact(len...Fr( or xiorkstation that ec.ner ion ates or actiepled iedodes. but is net i•inited to software and Software as Servers Prooess.es. tr.-el'cations rut smears call distribution and interactive voice response 10 haeele multimedia communications to inceide voice, chat. 2. CONDITIONS FOR SERVICES Yaiu aeree to provide C,Dir,panv. and its emp,oyees eentracicis. emaii predictive tlislina. text-to-spieech. autornated speech agents or representativEts. as jrPII0able, ano safe htr.ness Workt.)r-ce c2tirruzation ailed reporting Scft.,,tre "Initial Deployment" means the depieyMent ) the Softwpire for physical and virtual)to yo..:r rs t:Irr.CC s at (10 cost to Corepeey ak may be required for Company to perform its rights, c'ii-' C;r oreigetieris the CCCS. including delivery, insttelation and ece-ressioning of the CCCS in accordence w-th the functiona specificatiorrs defined ;n the under the Agreement Comp.any veil rot be liaCe for hazareoen nr Doeumentation. and successful acceptame testing of mutually concea:ed mid hors F sect-.premises.or for any damages ci del related teeieto or that impact delivery of CCCS. a5 "P aiiy gross acireeable testing criteria if any. documented in the SUiV in all egil :Ipany materi.ai respects for the first tunneenee. r by Com e in your new er exists Iierviork \r'od arc respothdixe for the myrty i` the irstaled criOS puisuane to an actenng Document issuer': by Ccmpany inclu:eng setnJrity ,:ir.70q1si risks of fraert theft ireusinti. unewhenzarf omissions or variances in the performance of the CCCS will not impaet r elay deployrrent use. interference. denial of san -eeJ ervice and tis proteetien Ii Si cd "Installation Site"means the facilities owned or leased by you at CCCS which you will Use the Software that is a part of the CCCS. 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 tArithCCCS ordered by you from the Company.and P Ii SOC.! and mai/ include a completed neiwon, road.ness that are to be paid by you to Company,for you to access and Use the assessment Company will pro-ode Professional Services for the CCCS. License Fees shall not include any compensation for any CCCS that is referenced on an Ordering Document and further services which are shared tenant services and long distance descrew:d in a SOW. Except as may be stated in a SOW Your services,services and capabilities that enable real time,two-way volo.et responsibilities ..,r1(1 obligations shall. at a inirimum inoude the communications, permit users to receive calls that originate from the following. public switcyhed telephone network Coo or terminate calls to the public a) Provide arr..1 configure a functional Operating envirenneyet switched telephone network using a broadband connection,as well as necessary to support the CCCS in accordance with the any other regulated services. specifications set forth in the Documentation and the SOs-V. "Operating Environment"means tie hardwar-2 platform,one sting OC but not limited to SP-trunnectkato k cony tthe system, network elements, parameters and transport, Internet access, COGS, and other relevant elements which make up theenvironment outside of Pr IC installation, planning rinci corlfigiration sorvices the CCCS as may be further specified in the Documentation arid or neeessary for Use c,f CCCS at the installation Site, SOW. Without limitation, he 'Operating Environment" includes any technical requirements, such as computer resotirces. hardware and Ci Sckcurci the carrier services required for provision of the third-party software, necessary to.support the installation, operation CCCS from certified carriers; and Use of the CCCS,as specified by the Documentation and/or SOW. d) Test and monitor your interaction with the carrier services Company is not responsible for the availability, capacity and/or and their integration into your network for the duration of the condition of arty facilities not provided by Company Term: "Statement of Work" or "SOW" means the document that provided a description of the Services. C) Manage your data, including the back-tip and storage of "Unauthorized Use' means any Use, reproduction. distribution, such data prior to termination or eapiratinn of this disposition,disclosure, possession or other activity involving the CCCS, Agreement, including Software. or Confidential Information that is not expressly ft Make payments to Company in accordance with the terms aiithorized under this Agreement.or otherwise in writing by Company, set forth in Section 7;and ire.e:ding the limitanees set forth sr SeC1I0I' 13 Cod F MO.'-it P,ect 1 of 5 Page 218 of 878 ) • rt'sreittiell tit,tis, es CC:C:: oo..o: in-o,o, CD,ii,ileiettie7';t.!.i'.',.:.,I i(:,. I• •'t --...! ,'.:,::II ,', ,,..2.(-1 ' '.:''II-:.!,cin, I:.,.V.I-iI(iI tC,I'lln,;::I-',ffl-, .1 ft-,.. '',,,I I'I I--,•-• I,*J1•:`,..:,-. ,:-.;:t'i I.I II-e l'',".);, I. ,,,r--IL 1,,t''.:, t; ,, ,I7L m, - • ;I I,r,I!. , , T'•: ...I.- h,...,II-:, I-1 ..-. ;I r' mc-o ;e!; '...:: e on MoT,n,j:fy :I ....-Di.:rJon,-nrAL:1-rj ii:::k1 ,,,I,i7;:.r _..-o'c t. ::: U,,.:De, ::1 i i Die leenteie :tete, Ciiiinpaiiy ttlie, ni C,rrtifi':‘,':- fv'r.C:1 I- 11 ft:SCA' ji,..*1..-,. . ,t, t!`„:!ihL ,,CCS1;:371 C C C S r'. .1..!,-i,1 t;::you';',-1,,a HOS!,e,:',Se?r,-,;(. Corne3m, eAro:rero.s;y are accepted by ye).-en Me Irota,'DE,p!OyteCIrl!(1:1t,i- If Si N::::.11,--.,1 Anci re5;,,Cn'_•;27i,:y.,,,,r;i:sue,,,er ,v,th rf,,-;pect Comp7my yoeu 3eree to pr ompey !,:ign -Ind reti.icol tec ',.:),e, or,oleiA; m 0,..._:03',,,re.n;..4ny c*.enr eredentS Or Ser',;,- ;that CerWo-..ate to Coetpany If Cop Sm ri,.,:, re,:', cr,teri thoo. USciii,d.nc; V.ith0L:1 h'.:1;!:1!hr :','',i- l'E:SeP-o t•.1 an?, return a Deployment Certificate Dial you e0 not soT, :ind M.,,nrr', ann i'Mr(1 - 'n ' 'ii VolP or SiP trtinkina see:tie-es, 0, any other DePliereirient Certificate to Comperty cit 'm Iii,e ie.: teleeider ilia:.ii, tee: _items itereer), seitieare eel:err:eel Or fl'-olities uo.-seo-2 in eorneceen shall ee ceemed to heve signee lee Uiiife iiimert Certifiefee aii. iar the ieter CC(S dare it t.ieas test croyided to time. e ei eiilt be rereered re heve a geaiitiee ),(ece L41;C:cor c!,-M•3 pLsn or n order fia Use COOS it se reeuested ey Cornpar;y.you 71:1Si 5. ORDER AND CHANGE REQUESTS :::;,,-.,r -I frealinee iatece ander cafe eine er seivoce :riii C,mpacy has Cornpany ieli p'mote 0)0 CCCS ye:i .-21•:,t suh.,,:t !:., •.,0,i e merre:relined 0,ii be ittempatiele.,•:;U]COOS compliance eatft a'iet rein's and cc:ailions of Use in the Agri-a:anew yet; iiieree tr:ti COMriy wth at! the tr.fareatari cal admirestrati On and Toe hourly retee for Professional Services you order(rem 001:1 iii, tire tee:testi-ear,/ --p ,',ort requirements ter COOS that may be prooveJec:in are valid for six i di months from the test signature date or)lite Orde -r io tee !,,eaertia rreiteono3lo°:o. on ter...finical Documentation to be peetriee to Document Professional Siervit-..:es hours hated tan the Or:ear:rig yeu bi, Comp:tee Document are only estimates end e,i i pe fineeieee easel t,,p ) a business requirements ciocurfient arid SO,N detereertec by a Culipany 4 INITIAL DEPLOYMENT AND ACCEPTANCE saies engineer are'you Ciarepreti, e,iil '-'-mo reasonable etterts to meet tete intended initial You may chore. the CCCS initieity ordered team the Company.te Laepieyrecnt date specified in tee Sae/ Revisions thereto will be providing the Comeary%%eh ninety tea':eaye ad.:al-ice.entren notice.nf 1,:,0- :!OCi On tl1F: :inrkrmontation schedule in the SOV)( The Initial the requested change. Any requested (aim-tees will ee reeorcee en an 9,:p:o,,,,,nent 0310 mli commence en the earlier of trie first day of the Installation Change Order (1CO") signed by you and the Cerepant, !mean feat)wirte the activaticin date xi(tele COOS Or the first day of the The Purchase Price for additions and chareres on lie'CO webe al tee nm-en after the pasaacia of ferty-tive (aet days from execution of an Companys then-current charges.Its,a discount percentaect,it,,i1e.,,. tc Or ier-mi Doe,:o7,ent be determined by the Company Deletions, if any, if be °recited at Como-ondeployment at the COOS wilt be based on the the Purchase Price at which you or;gina;1,/ordered such item i, ,-!eplco,yrient package rectletes specified in the SOW,such as' 6. PURCHASE PRICE or ACD Eniterprise impler,,efliation Company or.‘i!i provide: you with Inc COOS for Thc- Purchase Proce ACC)Clack-Start sep,omentatice and Licem3e Fec!!::; SC fOrIn M The Ordericq Dccument The minitreie tte Voice recordina implementation monthly recurring charge for each Ordering Document is 52 000.00 or El: 0010ii and iebeerte FAX ereleetentaticin 50tfe of the initial quoted re,ontely recurring vaiue,whichever is greater e, Dotter ettelementatien Subject to the minimuie monthly recurring charges specified in this f- Chat dereoymentSection 6. Canto-any 'eon charge you for iii monthly recurring Liceese g; CRN1 envori screen pop and call routing Fees for CCCS Used during the previous month Iii)Purchase Price for I-t ro,il•o..1 options in DT MF one-lime charges for •3e•,-up and trepleir.entation. if applicable.and ire i ii ECHO Survey Implementation Purchase Price for any other hardware.. Software and Services ii Named agent routingerovided pursuant to an Ordering Document. k) Salesferce.com object integration The then-current License Fees in effect at the time the licensed It Salestercrecon)case,management CCCS is used kwili be the,basis ler the License Fees to be paid to the m) Salesforce dual agent environment Company under the Agreement, The Purchase Price for any Quality management implementation incremental Services procured will be as set forth in an Orderipg di Quality management education Document. The Purchase Price and License Fees shall not ineiude p) Work force management implementation any compensation to the Company for any of your Products and qr '1/urn force management enablement Services or far any Services such es shared tenant services and long ri eLearning implementation distance services,Services and capabilities that enable real time, tee- s; elearning education way voice communications, permit users to receive calls that originate te Basic self service IVR from the public switched telephone network andlor terminate calls to u) Premium self service IVR the public switched telephone network using a broadband connection, v) Advanced scorecard implementation as well as any other regulated sero-ices. vie Advanced scorecard education Unless expressly indicated otherwise, the Purchase Price for 5) Advanced scorecard key performance indicator integration CCCS, including License Fees, does not include, and you are solely yt IVR QuickSiart implementation responsible for. any applicable shipping, handling, freight, insurance, z) IVR Quick Start 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 PG) Gold On-site Enablement Service Fund(or similar State universal service funds)or other related CC) PlatifiLiM Orl-Sqe EllableMent support mechanisms ie.g.. numbering administration). along with all state telecommunication taxes (sales tax). Unless otherwise specified e.; For purposof the CCCS. the teitial Deplc,iyinent date shall in the Agreement. or agreed by the parties in writing all CCCS and ccastitute the acceptance Cate. In the event CCCS do not conformto other Services shall be billed based on Company's then-currere their epecifieafieris Or 1M:et tole testing criteria on the Initial Deployment CRS. 01501 Rey 3 r le,15d3) Page 2 cf C Page 219 of 878 THROUGH THE USE OF CCCS BY YOU IS DONE AT 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 r.• - „r, . r,r' r >;r •. ...: :! = YOU OR TO YOU UNDER THE REFERENCED AGREEMENT AND COMPANY DOES NOT MAKE ANY WARRANTIES ON BEHALF OF I i t; r i i.:_r', SUCH SERVICE PROVIDERS,EXPRESS OR IMPLIED.INCLUDING. n r •.;i remain -'iratri,iti tavnie,fiic :z. ;r BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF -i aridor r _ . ,r ec:pie or- MERCHANTABILITY. NON-INFRINGEMENT. FITNESS FOR A t: a so'; , acre.. C.Cdiiipahy PARTICULAR PURPOSE, SYSTEM INTEGRATION. DATA r :rued r -.:r d _•c- ACCURACY OR QUIET ENJOYMENT. Nrson,tile trai.,el tune is 'IG biliotrisi ro Ail travidi YOU ACKNOWLEDGE AND UNDERSTAND THAT COMPANY au.1 ht: provider.; 'tl.n Cerrio ,. iia d T: r,;e' DOES NOT PROVIDE EMERGENCY DIALING CAPABILITIES AND 01313110/ _n; 1+ i '.:is and poi: a C':r;r i y etc Fr_ po WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR ANY iris' 'ai:cn Cnange Oritdita tri sirace INABILITY TO DIAL 911.OR TO ACCESS EMERGENCY SERVICES ,AP,y incurred trai,e1 311 (txituristos OR PERSONNEL. ;;.; ,,e,:._ <r'.,,,. r;,`u;''.apre. The Ji::i :f CCCS naoy be hindered by , ,.t . _t . of unrj otidit,cri to any .'he; C- .ar-r itsty ... _ th; app;(<hisi _._,onYou ai:ree to comply wig ,:'i, aro i f ioaL;e , ;rc.rr,_. Co-: par, may impose:late f,-01 trie_seater of 1 5- per lcicar reqtpremeits mon!fl ttle 10 xt11n annual rate rm , 10.0, on an; imitisputed pariments not „,11'1 duo Infers:art accrue from 9. SUPPORT SERVICES (late,.r t _ iivotCC ,,l:p3..1 Support Cervices to h+o provided by ore Corroary t:: lou i 1 if'du may dispute the Purchase Pity_ 0n+. Ll:'ease Fees on an connection with CCCS shall be in accord:ince writ trtie Company s Si:pport SerVtCeS p ',f CCCS t;y r .r i ^C r-,aanwith i-trir i _ r 1111: dispute en ., Ici'Ii ir: c•, t e 311 mint 0f the Pore 1O_F Pr, , _c.,,se Fees CCCS Upd, enhancements cements or repairs wilt l! be performcid .1 - it ar „-.s.s . r tine di_p.,te vucr notice must be receive„ charge 'o You on Friday s from 1.'Cd a m to 3 00 a rn-. ^tountam by Coot pa 1, ri 1 t 1 5 days s i it'ite ttie it;u-ce in dispute. 'Standard r Time_ Company .ir; provide yo i with advarce not tiptition of Provided;ed t+at timely dispute the (Mottoes r till you mayan!,, eAttented service disruptions from such L,pr.ates enhancements is or only.thh ofd rOv^ren; Cr those portions of flue charges that repairs i lot.:-.'.rstanding the foregoing. Con r ny may deploy tirgent you dispute 1 only _until such time as the dispute r i• resolved. You Updates enhancements or repairs outside cif the tnnir: nano e day and (nay net offset t any amounts owed you by Con oa , 30.1,001 payments time specifies above. if deemed n cessari In certain oircurnst.arces. due under the Agreement Software download_ r.t:I be required by you in filo event the CCCS it the event you pay Company via direct debit, it is your need t., be temporarily suspended for routine maintenande .r responsibility to ensure mat your account maintains sufficient lords to reconfiguration.Company:wi. make comm r'a.iy reqs nabl 1 c cover the o _cr.nf_due and pa,/able on the applicable due date ids" the duration of any such suspension and shall endeavor to give you advance 1 310..3Con theroof 111 ony event. Company shall rot be liable to you for:any interruption under this Section J 8. WARRANTY Companyoil.O..is to that any Professiona! Services .will be 10,SOFTWARE LICENSE performed rwith professional care,skill,d iu_rce and competence.and By downloadicg CCCS Software you ackacwiedge that you have n1 for a period; of ,thirty-six t;i;i months commencing on the initial read and agree to the fo"lor.:ng license terms Deployment date as may be extended by you for Ywo (21 more one- oar terms.-the Hosted Services and media to be new. free from Company owns or has licensed from the owner, any Software that ydefects in design,material,and workmanship,and.to conform avith the is pro.d cJ or used in connection with the CCCS and Services specifications in the Documentation. If the Hosted Services fail to hereunder. Subject to the restrictions set forth in the Agreement. comply with the specifications ifications in ,fie Documentation,..=nta;ion,rile Company r.i!i Company y herr-y grants to you a non-exclusive. non-transferable, p revocable license to access and Use the CCCS including Soti:ware promptly correct or revise ati errors in the Hosted Servic s provided, relate thereto at the Insta'lanon Site during the Term of the without additional compensation. agreement for your own internal business purposes The Company does not ev arrr%t the CCCS ,i operate .^4 thct: Use of the Software in CCCS is subject to the following limitations.interruption 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- bit You shall not reproduce, market. or distribute any of the INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, Software or Documentation. SYSTEM INTEGRATION, ' DATA ACCURACY OR QUIET cj You shall only Use the Software in object code form and shall not ENJOYMENT. NO ADVICE OR 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. of the source code for the Software, or otherwise translate or modify COMPANY DOES NOT REPRESENT OR WARRANT THAT CCCS the Software in any manner. WILL MEET YOUR REQUIREMENTS, WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE d) You shall not remove, obscure, or atter 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 or any of the Software or its data media: DATA OR INFORMATION OR THAT ANY MINIMUM e) You shalt not use any knowledge or understanding gained oy TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. YOU review of the CCCS. and Software related thereto,to assert any claim 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 ZidalFey,.ii1: .21 Page 3 et5 Page 220 of 878 71. 2. .. t,: 1i. PATENT.COPYRIGHT AND TRADEMARK OWNERSHIP iT :.!,J Ti tr.,t:.,, ,I .: G.d•c I.f, ;ar... ^::a:t Prripert, Riona. r:r' ti -.,. , O- t .. ,. Il'.-, r :.r .b, r'I <✓'. _ .. _ .,.Iyr b, ..I .,. . I,'T .f,.. Cor,). ry t I I r 11 ,.,! I lh? •t.. I.. ,..e tans ill.; sub-licerisabia. r:Ytl _e r._ the third-pal , i icon-, ter'ii i.. , ,u are '•i, iftt: w mcwice right to use or incorporate Ir tri the CCCS Arty . _t; ... ,! . CLo2 'rr_: ori: . _.Ion,. ericanocanem lobi:. .n... reccirnh .lab ors. ,,.0 t r,.,......„..j...,, ttt;'. itTe ir.. c . . ; t ,'i : t. pen .r;,t.., provided by pub. I o.ucirq employees o r ,cur ia_paid n, I rens' roe`,..•t c._rt,i .. i agents. relating T operation of t'r1e COGS. -.:r I ii r` IC �� t iI ✓ t ,1 eti _.r; S: . _ t. :i the SJ,Jt•,...are:11':: t. ,. >e t, r,.l . t tc :-srnittec vta CCCS.in iwihole or In pal and in particuto .:I ciai1 :.r the t....se of so.I Ot.tair Sc=ur ,: n-': hereunder _, : c.,,, edit Fattish, distribute. exe.oute and display lay Sly Saci1 'r l'4,''',.,.,!?:•'16:, ' ..i Cc rF C•rr, b-' a .r relit es and 1g •st'en.a t.oi :_ enI requests r,c.:rrtr:endat:ons ether -anati f.;ise tint: t. r III„.. ....G_attil r . ,ns ., _. _...er is ieed.back pro I:-. t:y you or content to the extent r_q,iired to enable :I c,:, cr Cr Ls of 10" Cr ... S. ..._. -,. Company It. ilF. r., Is. duties and nC ..t.ch u".- 11 c RE r. _ ( pea C ::(:.. So1.:.aTe vt, tjnec it 1'to ....'e. sot Agreement hereby ,uI fae soecfic license conditions being par' of the C)':ru tit: Coen Sn:„,u , C_-':'.i,o 1s"i Tn Me extent Moro is a 12. REPORTS AND AUDITS 0t'n „_ r, ts Agreement and Fie Open ST:ur:.c Cur d.ens. 'he °0t, ,: to participate, at Company's request. in air luno t:: te- ms of Me Cion Source Conditions s.a'I preaail coer t:11 ten's a'1t'. ens. .Y.tr;ncy ac ,ss 'rota parties records pertaining to any ar:: coit.fI ice of I ,y:Agreement with Rio:art to Mc:OpSource 5 f,veto. all accLT..s and use of COGS: ro,ded that Company may re .:-,t ,our;..,s :I,sil,:_rrthis A� r..t r ,:t: , . .rh, . CJupon i-'.. s,ich an audit no more tr.•yt.;•nC Jan once berry , re . (12; ,rt cerriorinho me f I 3 C m a manc,-.,I .let t require the Softt r ei rod under Open License Terms Dining the I er^t C ;hr5 Agreernent and for a period of three I3 i C•"mbinin, U e Si't.',ar t•rr,tl'Open Source Software by means of years 1M"reafter,yo i snail keep and maintain complete records hooks incorporation or tioking or otherwise, and system of accounts related to its activities under the A r Pym `F u-att,a _;the Software with Open Source Software.or During the Term of the Agreement and for three (3 years thereat-rot- ,iii Usn1, Open Source Software to create a derivaaye...,,,,,Tiri.of the Company shailshot have the right. upon not less than thirty 1')9 Snft.roare notice to you a.0 during normal'business hours,to audit or engage an Under ono drcirastaroes shall you combine the Software with any auditor to audit si ch: records, b ons and systems for the p.arpuse of Open Soil c: Software In any way or license the COOS under Open verify:ng your compliance with t terms of Cee Agreement. Company License Terms. shalt bear the cost of Me audit You_ho'I s:fe;oaril and maintain control of the Software"and shah di_tit t .:!c c' .,,Tose any of flie Softovara .. any ths, parry, 13. MISUSE ,Obanyour necessary pertain..} or to any: - � Otilcr t ✓ y(:. You will ensure The COOSincluding Software related thereto. is considered that r'r one be altn',._c to take or send the Software to any totat=on proprietary and Confidential information of Company or its licensors other Man the Inst, 'tarn Site, unless prior :written permission is and is pm-toted by applicable patent, trade secret and copyright laws. obtained from Company. If Company pro.ides you with permission to and international treaty provisions. Except as permitted hinder the send Software to a person or entity other than you, you shall cause Agreement yo-i will riot disclose or distribute the CCCS including such other person or entity to be bound by thisAgreement in its Software, in whole or in part,or any of tele terms and conditions of this possession.Use,testing,and evaluation of the Soft-care. 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. keys, timing mechanisms, trap doors or information that comes to your attention In the event of any similar security features that may be used by Company to enable or Unauthorized Use by you or any of your employees. averts Or disaole the COOS andlor any computer hardware in which the representatives, you shall use your best efforts to terminale such Software is installed to prevent Unauthorized Use Company shall Unauthorized Use. including, without limitation. immediately have to liability to you or any third party for its use of any seiur'ty susper t'i'nt access to the CCCS until any and ail such misuse has feature to prevent or stop an Unauthorized Use of the COOS been corrected and cured to Company's sole satisfaction. and to The Documentation and Updates to Software hereunder shall be retrieve any copy (or component thereof) of the Software in Ute subject to the licensing terms set forth in this Section fro. 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 Software wilt be provided subject to You a,;kno rage that any Unauthorized Use of the CCCS is a Company's then-current licensing terms and applicable charges, material breach of the Agreement and you agree that Company may Company may terminate the license if you 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 your 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 any 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. All Software proiyided it)the United States Government pursuant to solicitations issued on or after December r 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 Stales Government pursuant to Agreement,the following terms shall also apply to CCCS: Z1521 Rd, :ti i tC Fy l3i P;aite 1 of 5 Page 221 of 878 COMPANY WILL NOT BE LIABLE TO YOU FOR THE PERFORMANCE OR NON-PERFORMANCE 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 THAT COMPANY WILL HAVE NO h f LIABILITY TO YOU OR ANY THIRD PARTY FOR LOSS. CLAIMS. L, DAMAGES, SUITS, ACTIONS. COSTS. EXPENSES OR LIABILITY OF ANY KIND, INCLUDING ATTORNEY FEES AND COSTS OF r LITIGATION. ARISING DIRECTLY OR INDIRECTLY FROM ANY ACTIONS OR OMISSIONS OR PERFORMANCE OR NON- ; i nkru ( : PERFORMANCE OF CCCS. INCLUDING SOFTWARE RELATED !. ilistrative teLervo r c I i'"e- Rete THERETO. AND/OR ITS SUPPLIERS, LICENSORS AND/OR ;the n .i anrai pad cif ,t5 3`i`its: ie, r aces t, t,nd.ca MANUFACTURER, OR THEIR OFFICERS. DIRECTORS, to pay!'s dt t ;as Me y EMPLOYEES. AGENTS AND CONTRACTORS RELATED TO CCCS. • t:::1e-cafe the CCCS. auree1 ,.::!. I,: U. ff r INCLUDING SOFTWARE RELATED THERETO. OR OTHERWISE. ihem irn,i rr-orltHly recap _t-y;,ti.0 INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE ter: date specil-vat in youc': terrnintniun rIti , a ail PROVISION. USE, FAILURE OR OUTAGE OF 911 AND ANY ;:hr; Ice COC._:r.' to the effcctive OTHER EMERGENCY DIALING CAPABILITIES. or.,rfi tt:c:n r.iv t tc;t cc: In no event shall Company be liable for any damages, If Company , c the Services doe to ycei matenil Drench of liabilities, costs or expenses arising from or in connection with the Aye_•• -:nt. :di id pcontinue use of: e CCCS upon the the acts, omissions, or delays of any third-party vendor or e fa t r specified in the ny itaa underlying carrier; provided, however, that Company shall make terms ,c; net.oe yr i. ,b) the an r(tem mon; r<,-u"cr.y charge commercially reasonable efforts to obtain performance by such nu;l ,i,ed En tf e m imh t70,:tEIS rev'airing in the then-current Term third-party vendors and underlying carriers on a timely basis. (c) nic(threcoverable costs _ and expenses the Company, 16.TERMINATION incurs airs your disa_ r u .c:o f l.e CCG (chn r g.'s tar CCC S The 7 erm and Terminatii.hi set (,::‘-tc. ct Ire Ao.:e ne'.t used up to the efteichve term r,,:ice: df,e s()ooitied rt y: ter Yviiitten supe!s ::*d by the fit_ ,arty for the COOS: termination notice: ;fly molts_discounts Cred r. tern' of tais D f er_-nc i , ht, ,1 rr years -.r Ailyeement may Or expedite cos -! neOr,appiiitict to your a: c- err.h;r the It itml r reeved fOr f=..): ss r. re year per-,!s at ya.r'option and Deployment date thr.i.i.,chthe effective leriiiinatic,,e, st _eifieil in a- c-toot to the parties s execut ng Ordering D6c.0 Jvir.'S to extend the yo._r ,: hive, termination notice The Company.s rignta aid r_rto'I'mt CITCS for such suL_e,ue'lt one-year periods at t'n'.t err.: i 001 days here,n : I Liie.in addition In any, other r=. <. .-. p. prior to the exp ratio:(tate of the then current te'm- •ou may terminate under the Ag._e n.ent. r:.CCCS -?.- time t;, peel mina trio r i;r party cera hundred eighty �bE days ad 7:ic_ written notice.if e-Ther party is not substantially 17.MISCELLANEOUS cun!o,yux, �t the terms of this Agreement. the other party '�:ilt have Co c.,n;resarVes r v-nyht U unilateraliy amend alI ani cart of the: night to give prompt written notice of such failure to perform The rim f` l party I a thirty (30) -y 9f 6r racer',.'c tit h the r s and r orri ;n under the Agreement a the extent necessary' ary n. i,.c to n/iD nil c reef.e action to ,n orcommence ato e mply ' ._,u .,to , ,r 'eca'cl .mgrs ,I,,.,m c.-.t CCCS continuous rood faith effort to correct its performance within a Company ,xi'i pmvidi' you notice of any such anei r r,-tnl as reasonable period of time, which shalt be no less than sixty/00)days pronto, r iso"aL'ly possible iters days for non-paymerti. In ttte event the non-conforming party is 7159I Rev 3(I0t15,1:x; Page 5of5 Page 222 of 878 .. . , inContact 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: $0 Actual billed amounts for soltware NtR('s and sothymr usage items are applied to the Nlinimum Technology MR('.Note that the sunt of the software MR(',and tin are usage items may he lotyer or higher than the agreed upon total NIininnun Teehnologs NI RC. Product Quantity List Price Disc.(%) 1'nit Price Total Price Local Number Activation 1.011 S 100.00 0 00 S100 00 S 100.00 Local Number-Setup 1.00 5 I.00 0.00 S I.00 S I 00 Toll Free Activation 1110 510.00 0.00 51(1.00 SI 0.00 Toll Free-Setup 1.00 S1.00 0.00 51.0o Si 00 NETWORK CONNECTIVITY NRC TOTAL: $112.00 Product Quantity List Price Disc.(%) 17 nit Price Total Price Local Number-Regular 1.00 S5_00 0.00 55.00 S5.00 inContact Toll Free 1.00 S1.00 0.00 S I.Oo S 1.00 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 5299.00 Miami Beach,FL,USA 33139 DEDICATED NETWORK CONNECTIVITY MRC TOTAL: $299.00 Page 223 of 878 Page I of 5 inContact Service Contract Product Location NPA- Carrier Quantity Unit Price Total NXX Price TUM Voice- Loop- 1755 Meridian Ave 305-673 Lcvel3 1.0)) 5434.00 5434.00 SETUP Miami I3each. 11.. LISA 33139 DEDICATED NETWORK CONNECTIVITY NRC TOTAL: $434.00 Length of Service Term: 36 Month Contract All services listed on this Service Contract are prodded under the inContact Standard I eros of Use aceessiblc at inContact.com terns.which are incorporated herein by reference.in the etent of am conflict between this Service Contract and the inContact Standard.I gents of Use.this Service Contract shall govern.By signing below,Customer acknowledges that it has read.understood.and agreed to inContacr's Standard Terns 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.inContact does not accept additional terms orcomlitions 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 folloting the Go-Litc Date,or iii the first day of the calendar month after the passage of Form-Fisc(45)days front the execution of the Sen ice Contract by Customer.l he Service Term N1111 automatically renew Ior successive one year tenus atter the initial Service Term unless either Part"gives is notice of intent to not renew any Service Contract.int'ontact Software,and or Services at least thirty (30)days before expiration of the then current Service'Icnn.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(31))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 NIininmmni Technology MRC,multiplied by the number of months remaining in the then-current tern:(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(w)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 inContact at Contract-I'nsubseribeta inContact.com.Notice of termination via alternate methods shall not constitute notice. The Servs ice Agreement between the City of Miami Beach and Atos iT Solutions.Inc.for Hosted Automatic Call Distribution Services is acknowledged by inContact; nevertheless,a coterminous service term for this Service Contract is not an option. Coordination of the Service Term commencement date is intended.but is not guaranteed. 911/E911 Services INCONTACT DOES NOT OFFER 911 OR E911 SERVICES.For more information,please see inC'ontact.com'termsi911 Payment Terms Invoices will be issued monthly.Customer agrees to pay inContact 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 he considered delinquent,and Services to Customer will be subject to suspension until payment is received by inContact.inContact will use reasonable efforts to communicate with Customer to resolve payment issues before suspension of any Services.Late payments may.at inC'ontact's option,he 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 he 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)inContact of a valid physical location where the Services are to be utilized("Service Location"),if different from the Customer's main contractual address.inContact reserves the right to reject any request to treat an alternative physical location as Customer's Service Location if inContact discovers that the address is invalid or otherwise inaccurate.The Minimum Technology MRC will continence on the first day of the month of the Service Term and may not be postponed because of a delay in implementation of Services regardless of cause.NRC will continence and be invoiced upon Service Contract execution.Upon renewal of any Service Term.inContact may increase inContact Software rates for renewed Service Tenn by a rate not to exceed five percent(55o).inC'ontact reserves the right to review the MRC and may increase or decrease charges in line with industry or third party carrier charge changes after completion of the initial Service Term with prior written notice to Customer.Additional charges shall apply for other Services,including without limitation for costs associated with 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 from taxes or fees by providing an exemption certificate as permitted by applicable law to inContact.By doing so.Customer agrees to indemnify and hold inContact harmless for Customer's claim of exemption.Additional Professional Services time may be purchased at 5250.00 per hour(additional rates may apply). Page 224 of 878 Page 2 01.5 in ontact 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 inContact Service Contract inContact Usage Rates Schedule Distance Inbound Toll Free y Outbound Termination Domestic 50 0135 S0.0115 Alaska 50.101 S S0.0132 Ilawaii 50.0_'92- SO.)I l9 Canada SO i)2": 50.0100 Guam S0.2718 S0.0310 Puerto Rico S0.1525 SO_0)99 Saipan Mariana Islands 50.4079 50.0:59 1.S Virgin Islands 50.1014 50.0134 International See International Rates Sheet See International Rates Sheet Outbound toll Free NA SO 0100 local Inbound SO.010)) NA Indeterminate $0.11 150 S0.0130 Domestic calls are billed in 6 second increments with a 6 second minimum Extended calls are billed in ti second increments with a?l)second minimum Page 226 of 878 Page4of5 inContact Service Contract Product Descriptions Schedule TDM Voice- Loop TDM Voice-Loop-SETUP Local Number Activation • Required one-time actin ation lee 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 lnon-recurring)charge Toll Free Activation • Required one-time activation fee it 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 inContact Toll Free. Network Connectivity The use of inContact Network Connectivity products may he subject to additional terms found online at inContact.com/termsGeneralLD, inContact-convterms/Voice,and inContact.com/tenns•'lntlOutboundTenninanonRates. Page 227 of 878 Page 5 of 5