Loading...
Agreement with Consent to Assignment and Assumption of Agreement 2.011 - 2-103 ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT This Assignment and Assumption of Assignment (the Assignment) is entered into as of January 01, 2017, by and among the CITY OF MIAMI BEACH (the City), a Florida municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 ("City"): Unify, Inc., a Florida corporation, whose principal address is 5500 Broken Sound Blvd, Boca Raton, FL. 33487 ("Unify" or "Assignor"); and Atos IT Solutions & Services, Inc., a New York corporation, whose principal address is 2500 Westchester Avenue, Suite 300, Purchase, NY. 10577, authorized to do business in Florida ("Atos" or"Assignee"). WITNESSETH: WHEREAS, on July 13, 2011, the Mayor and City Commission approved the award of a contract between the City and Unify, Inc, pursuant to Invitation to Bid (ITB) No. 28-10/11, to provide Maintenance of the Telecommunications Systems at Various City Facilities; and WHEREAS, the City and Unify executed an agreement dated August 3, 2011 (the Agreement), which Agreement is incorporated herein by reference and attached as Exhibit"1"here to; WHEREAS, on or about January, 2016, Atos IT Solutions & Services, Inc, (Atos), completed a transaction to acquire Unify, with Atos emerging as Unify's corporate parent entity; and WHEREAS, Unify and Atos seek the City's consent to the assignment of the Agreement from Unify to Atos; and WHEREAS, pursuant to Section F of the Agreement, any assignment of the Agreement requires the written consent of the Mayor and City Commission; and WHEREAS, on January 11th, 2017, the Mayor and City Commission adopted Resolution No. ,Aw9-. 9`70,3 authorizing the Mayor and City Clerk to execute the Consent to Assignment and Assumption of Agreement set forth below, and approving the assignment to Atos of the obligations and responsibilities of Unify under the Agreement. NOW, THEREFORE, the City, Unify and Atos, for and in consideration of the mutual covenants, agreements and undertakings herein contained, do by these presents mutually covenant and agree as follows: 1. The above recitals are true and correct and are incorporated herein as part of this Assignment. 2. Unify hereby assigns and transfers to Atos all of its right, title, interest, and obligations in and to the Agreement by and between Unify and the City of Miami Beach (the City) dated January 1, 2017, for Maintenance of the Telecommunications Systems & Services at Various City Facilities (the Agreement), which Agreement is incorporated herein by reference and attached as Exhibit 1 here to. 3. Atos hereby accepts the assignment of the Agreement and further assumes and agrees to perform all of the duties and obligations of Unify under the Agreement, and further agrees to be liable and subject to all conditions and restitutions to which Unify is subject to under the agreement. 4. Upon execution of this Assignment and Consent to Assignment and Assumption of Agreement, and for purposes of interpreting the Agreement, all references to Unify or Consultant, under the agreement, shall hereinafter be deemed to refer to Atos. 5. Atos agrees to honor and maintain all required warranties and responsibilities for all projects previously completed by Unify, as well as any ongoing projects that Unify has with the City as of the effective date of this Consent to Assignment (January 1, 2017). 6. Atos agrees to furnish to the City's Risk Manager, Certificates of Insurance or endorsements evidencing the insurance coverage as specified in the Agreement. 7. All written notices given to the Consultant under the Agreement shall be addressed to: Atos IT Solutions & Services, Inc. 2500 Westchester Avenue, Suite 300 Purchase, NY. 10577 Attn: Legal Department Attn: Byron Nesbit Tel: 704-408-3732 Email: 8. The Mayor and Commission of the City of Miami Beach, Florida hereby consents to the assignment of the Agreement from Unify, Inc. (Assignor), to Atos IT Solutions & Services, Inc. (Assignee). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, Atos and Unify have caused this Assignment to be executed by their appropriate officials, as of the date first entered above. FOR CONSULTANT (ASSIGNORZ: UNIFY, INC. ATTEST: B L,,l I / /1-1_. .. 2 �,---- - President C-oc_, C w h Sher, R rrteoberci NA Ct- Z e u.)— n^o \c*-.5 Print Name Print Name Date u. t ..et--i FOR NEW CONSULTANT(ASSIGNEE): ATOS IT SOLUTIONS &SERVICES INC. ATTEST: 1101-(-4-4--- &it"- 4-0-dA.Gti:t--.--" --Secretary's �� � r President \t,‹....._43,-„S c e_r,t ;' -1 c..a, h s cr Sc4 tb`c�n<,CAI. Se-IN icnS i the 2. 42 r r ie,-ADe rc-1 G'�-1-r`r-c.- e, tea,el Print Name Print Name Date ,t CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT City's acknowledgement and consent to the Assignment, pursuant to Section F of the Agreement, without warranties of any kind whatsoever being made incident to this Consent or the Assignment. FOR CITY: CITY OF MIAMI :' • / , FLORIDA i ATTEST: By: ( .. / Rafael Granado, City Clerk /��,.••''' y'�y"hilt' �9 - ayor Date: $.PT I-, 201 1,0 `s In COR SRA I ' APPROVED ASFORM&LANGUAGE E � ,, ��\\,; I.r'i &FOR EXECUTION ` \, Gam' , \'/°j � -, .-?ss�� ._ ay Attorney RM pats EXHIBIT '! AGREEMENT 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 5/7t 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 May, 2016. ATTEST: N` BE..Q+�+�i, Philip/Levin-' ,-yor R. ael 'fir ana••, •f' CerCORP OR�Ep �r l • c • H29 y lar APPROVED AS TO FORM & LANGUAGE &F. E ELUTION City Attorney :1"'I'' Dote AtoS Agreement for Hosted Services Customer Name and Address: Region Office Address. Agreement No COMB-0916-0001A City of Miami Beach 2650 N Military Trail 1700 Convention Ctr.Drive Boca Raton,FL 33436 Miami Beach,FL 33139 Atos IT Solutions and Services, Inc.(Company)is pleased to offer our Customer(you)this Agreement for Hosted Services(Agreement) After you have signed this Agreement,Company will accept it by signing below and will return it to you.Subject to Company's acceptance of your individual orders,you may thereafter order hosted Services. 1. DEFINITIONS agree that notwithstanding anything to the contrary,Company will have "Enterprise" means a corporation (or other legal entity) and the the right to retain a copy of any tangible materials that Company pro- subsidiaries that it owns by more than 50% that are located in the vides to you for its records. United States or Puerto Rico. Such entities may order under this 4. LICENSE GRANT Agreement;provided they agree to the terms of this Agreement. "Exhibit"means supplemental terms and conditions specific to par- An Exhibit(s) referenced in an Ordering Document describes the ticular hosted Services under the Agreement and which are referenced license grant applicable to the Services. on an Ordering Document. 5. WARRANTY "Ordering Document" means a Schedule A, Installation Change An Exhibit(s) referenced in an Ordering Document describes the Order or Change Order (Change Order) or other Company ordering warranty terms applicable to the Services. document that incorporates additional terms for hosted Services. "Premises" means your installation or service location as refer- enced on an Ordering Document. 6. COMPANY INDEMNIFICATION "Purchase Price"means charges for Services. Company agrees to indemnify,defend and save you harmless from "Services"means hosted services provided to you,as described in a claim resulting in a final judgment against you by a court of compe- each applicable Statement of Work. tent jurisdiction for damage to real property, intellectual property, or "Software" means software, including all copies and documenta- tangible personal property or from any damage arising from bodily inju- tion,provided to you under this Agreement,if any. ry, including death, to the extent such damage is caused by Compa- l. PURCHASE PRICE,PAYMENT TERMS AND TAXES ny's negligence or intentional misconduct in the performance of this The Purchase Price and payment terms for Services you order will Agreement; provided you: (a) give Company prompt written notice of be specified on an Ordering Document. any such claim promptly after you first receive notification of the claim; 3. TITLE,OWNERSHIP AND INTELLECTUAL PROPERTY (b) allow Company sole control of the defense and all related settle- ment negotiations;and(c)fully cooperate with Company. You acknowledge that all title, ownership and intellectual property 7. LIMITATION OF LIABILITY rights to the Services, including, but not limited to, patents,copyrights, The total liability of Company,its suppliers and subcontractors or of trademarks and similar proprietary rights in the Services,provided pur- 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 Services provided under this Agreement,at the Premises will remain at all times vested in Company. No right, title or interest where the damage occurred. for the 12-month period preceding the shall pass to you other than the right to possess, use and authorize date the damage occurred This lim tation does not apply to Section 6, your agents to use the Services subject to the terms of the Agreement. Company Indemnification. You agree not to sell, assign, lease, pledge, or otherwise encumber UNDER NO CIRCUMSTANCES WILL YOU OR COMPANY BE any interest in the Services, and,as applicable, to keep the same free LIABLE FOR DAMAGES RESULTING FROM: (A) LOSS OF from any liens,encumbrances,or any other rights or claims that could STORED, TRANSMITTED OR RECORDED DATA; (B) CONSE- be asserted by a third party. Notwithstanding the foregoing, or any- QUENTiAL DAMAGES(INCLUDING LOST PROFITS OR SAVINGS), thing to the contrary in this 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 identity to Company,in writing,any of your intellectual USE OF SERVICES OUTSIDE THE UNITED STATES AND PUERTO property,or third party intellectual property provided by you to Compa- RICO.THE LIMITATIONS IN THiS SECTION APPLY REGARDLESS ny.that is to be used in or with the Services. If applicable,you will re- OF LEGAL THEORY UPON WHICH THE CLAIM IS BASED, EVEN main solely responsible for obtaining licenses for and payment of any IF THE REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSEN- license fees in connection with any of your intellectual property,or third TIAL PURPOSE. party intellectual property provided by you that is used in or with the 8. TERM AND TERMINATION Services. You acknowledge that Company provides similar services to the The term of this Agreement shall begin upon execution by all par- Services under the Agreement for other customers, and agree that ties and shall continue thereafter for three(3)years from the"Go-Live" nothing in the Agreement will be deemed or construed to prevent Date.The Agreement may be renewed for two(2)successive one-year Company from providing such services to other customers. Nothing in periods if the parties execute Ordering Documents to extend the Ser- the Agreement, or an associated SOW, will preclude Company from vices for such subsequent one-year periods at least ninety (90) days developing for itself, or for others, materials that are competitive with prior to the expiration date of the then-current term. Customer may those produced as a result of the Services provided pursuant to the terminate the Services at any time by providing the other party one Agreement, irrespective of their similarity to items which may be deliv- hundred eighty(180)days advance written notice. ered to you under the Agreement. Company will have the right to use If either party is not substantially complying with the terms of this techniques, methodologies, tools, ideas and other know-how gained Agreement, the other party will have the right to give prompt written during its performance of the Services pursuant to the Agreement in notice of such failure to perform The non-complying party will have the furtherance of its own business, to the extent such use does not thirty (30) days after receiving such notice to correct its performance contradict the terms and limitations set forth in the Agreement. You (ten days for non-payment) or commence a continuous good faith ef- Z1543 Final(5/23/17) Page 1 of 3 fort to correct its performance within a reasonable period of time. In the Party;or(f)is subject to disclosure pursuant to Public Records Laws, event the non-conforming party is not able to correct its performance in including,without limitation.Chapter 119,Florida Statutes. a reasonable period of time, the other party may, at its option. and in The Receiving Party shall:(a)treat all such Confidential Infor- addition to any other remedies under the Agreement,choose to termi- mation as strictly confidential;(b)not disclose any Confidential Infer- nate the Agreement. mation in any way to any third party without the consent of the Disclos- Either party will have the right to terminate the Agreement immedi- ing Party nor to any employee of the Receiving Party except as is nec- ately upon written notice in the event that the other party: (a)becomes essary in the performance of its obligations under this Agreement;(c) insolvent, (b) files for any form of bankruptcy; (c) makes any assign- ensure that all those of its officers or employees to whom the Confi- ment for the benefit of creditors or commences voluntary proceedings dential Information is disclosed are made aware of the confidentiality of under any bankruptcy. insolvency, or debtor's relief law; (d) has a re- the same and bound in writing to adhere to the provisions in this Sec- ceiver, administrative receiver or officer appointed over the whole or a tion 13;(d)require any third party to whom Confidential Information is substantial part of its assets;(e)ceases to conduct business;or(0 fails disclosed to enter into a written confidentiality and non-disclosure to pay its debts as they become due. agreement no less restrictive than this Agreement;(e)not use any If you terminate the Services, you agree to pay to Company all Confidential Information in any way except in fulfillment of obligations charges for Services used up to the effective termination date specified under this Agreement and in particular(without limiting the generality in your written termination notice. of the foregoing)shall not use any Confidential Information for any If Company terminates the Services due to your material breach of the Agreement,you agree to(a)discontinue use of the Services upon purposetin anyccommercialive with the tagelosing Party oris such a way as to obtain advantage over the Disclosing Party. the effective termination date specified in Company's written termina- If a Receiving Party is required by law,regulation,or judicial order tion notice to you and (b) pay to Company all charges for Services to disclose Confidential Information of the Disclosing Party,the Receiv- used up to the effective termination date specified Company's written ing Party shall promptly notify the Disclosing Party and reasonably co- termination notice to you. Company's rights and remedies herein will operate with Disclosing Party to minimize such disclosure and to oth- be in addition to any other remedies available to Company under the erwise protect the confidentiality of such Confidential Information under Agreement. the relevant circumstances. 9. FORCE MAJEURE The non-disclosure obligations described herein shall,except with Neither party will be liable for its inability to perform (except for ei- respect to trade secrets, survive termination or expiration of this ther party's payment obligations)to the extent caused by an act of God Agreement for a period of three(3)years.To the extent that Confiden- or any other event beyond such party's reasonable control, including tial Information constitutes trade secrets, the recipient's obligations without limitation, fire, war, riots, acts of terrorism, flood, earthquake, under this paragraph shall remain in effect perpetually. failure of third-party hardware or software,governmental acts or orders 12. END-USER CERTIFICATION or restrictions,embargoes, customs and trade regulations, restrictions You agree you are acquiring the Services to use within your Enter- and/or sanctions,or power or communications failure. prise and riot for reselling.leasing or transferring to a third party except 10. EXPORT COMPLIANCE for lease-back financing of the Services. The Services provided by Company under the Agreement are for 13. SUBCONTRACTING AND ASSIGNMENT domestic consumption. Any export of the Services must be made in Either party may delegate any or all of its duties to sub- compliance with applicable U.S.laws. contractors, subsidiaries or parent or affiliated companies, pro- Corn pany will not be obligated to perform any obligations under vided that each partyremains liable for their respective duties this Agreement, and will not incur any liability or consequence as a p result of such non-performance, to the extent that performance would Neither party may assign this Agreement without the prior writ- constitute a violation of, or would result in,the imposition of any sanc- ten consent of the other.Any attempt to do so is void. tions under any law, regulation or other applicable national or intema- 14. LIMITATION OF ACTION tional foreign trade and customs requirements or embargoes. Neither party will bring a legal action more than two(2)years after the cause of action arose. 11. CONFIDENTIALITY The confidentiality of information exchanged by the parties under 15. GOVERNING LAW the Agreement shall be governed by a non-disclosure agreement exe- This Agreement is governed by the laws of the State of Florida cuted by the parties. In the absence of an executed non-disclosure without regard to its conflicts of laws rules. agreement between the parties,the following terms will apply. 16. ENTIRE AGREEMENT "Confidential Information"means any information supplied by or par- obtained from one party("the Disclosing Party")to or by the other("the tiThis Agreement constitutes the entire Agreement between the Receiving Party")that is marked confidential if in tangible form,or,if onlyns,oraleo ir written.Anymodifications by w written amendment,r ges to the Agreement will orally disclosed,is reduced to writing and identified as confidential be valid when made by written signed by each party. within thirty(30)days of such disclosure.Confidential Information does 17. ORDER OF PRECEDENCE not include information that: (a)at the time of receipt by the Receiving The following order of precedence, from highest to lowest priority, Party was already published or was otherwise generally available to shall prevail upon the applicable documents under the Agreement:(a) the public;(b)subsequent to receipt by the Receiving Party is pub- Custom Exhibit or Amendment, the highest precedent to the most re- lished or becomes generally available to the public otherwise than cent document in time; (b) Change Order Ordering Document; (c) through the Receiving Party's default hereunder;(c)the Receiving Par- Statement of Work: (d) Schedule A Ordering Document; (e) Supple- ty can demonstrate was rightfully in its possession prior to the time of mental Terms Exhibit; and (f)the Agreement.Any inconsistent or pre- receipt from the Disclosing Party;(d)becomes known independently to printed terms on your Purchase Order or written notification from you the Receiving Party from any third party who did not acquire it under without the prior written agreement of Company is void. pledge of secrecy:(e)is independently developed by the Receiving 21543 Final(5/23/17) Page 2 of 3 . Accepted by Accepted by City of Miami Beach Atos IT Solutions and Services,Inc Customer By By il-c-1-16tAl4-4--- Authorcirgnalure Authorized Signature Philip Levine, ufP c . Name(Type or Prin • Date Name(Type or Print) Date ATTEST: Rafa- ' . Gra ado, City Cler E \\\ I\ -0 3 * z•:63'P APPROVED AS TO FORM & LANGUAGE 17XE UTION • Cry Attorney/A— Dote Page 3 Of 3 MOS Schedule A Ordering Document Customer Name and Invoice Address: Date: 3/21/2017 City of Miami Beach Page No: 1 of 2 1700 Convention Center Dr Quote No: CMB08032016-01 Miami Beach,FL 33139 Agreement No: COMB-0916-0001A Product Location Address(Premises): City of Miami Beach Reference Exhibit No: CCCS 1700 Convention Center Dr Miami Beach.FL 33139 Reference SOW No: CMB09222016-01 Customer Contact:Fidel Miranda Intended Cutover/ Phone: (305)673-7000 ext.6883 Implementation/Installation Date TBD Email Address:fidelmiranda@miamibeachfl.gov Company Office Address: Atos IT Solutions and Services,Inc. 2650 N.Military Trail Boca Raton,FL 33431 Siemens Contact:Tim Simpson Scope of Mork: Company will provide the OpenScape Cloud Contact Center services set forth herein. Monthly Recurring Charges(excluding sales tax): $2,388.27 Non-,RecurnngCharges(excluding sales tax): $21,226.88 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 listed in this Schedule A. The Products and Services ordered under this Schedule A will have a term commencing upon execution of this agreement by all parties and continue thereafter for three(3)years from the"Go-Live"date. Accepted by: "'','!-A /` Accepted by: City of MiamiWr"ach �/ Atos IT Solutions and Services, Inc. f � _ By: ,-- / By: ./ralu.4L A-v-da-cf-g-1---- P' " e • evine, Mayor % PQ. 'i G;C a„„c1,_,:. .\ L/l g/4 i'1 -'e (type or print) Date Name(type or print) Date vaanimiliti ATTEST: 4..4.\....\\\ S��nit1j�i, ..ti Rafael E. Gran o, City Clerk .....*\/ APPROVED AS TO 'Z: `• FORM & LANGUAGE ✓ -� • , ' oon• . � ' a&N.F_ERAECUTION �C P\y/Ifi .....- 71 to ( I ••. ..... amity Attorney lig— . Date H •� Schedule A Date: 3/21/2017 Page No: 2 of 2 Quote No: CMB08032016-01 PRODUCTS ORDER DETAILED LIST OF PRODUCTS AND SERVICES Recurring Monthly Services: Qty Extended List Price Discount Customer Price Total Concurrent Agent(per Agent) 10 $3,149.00 $2,015.36 $1,133.64 Universal Port(per port) 4 $670.00 $428.80 $241.20 Storage and Data Management(per GB) 1 $40.20 _ $16.08 $24.12 Voice Recording(per Station/Concurrent Agent) 10 $225.10 $90.04 $135.06 Care i $1,139.00 $284.75 $854.25 Total Monthly Recurring Charges $5,223.30 $2,835.03 $2,388.27 Non-Recurring Services: Qty Extended List Price Discount Customer Price Total Workgroup Implementation(Up to 20 Users included) 1 $9,548.00 $0.00 $9,548.00 Short Courses(1 session,2 hours) 1 $1,491.88 $0.00 $1,491.88 Long Courses(2 sessions,2 hours each I $2,387.00 $0.00 $2,387.00 Unify Proj Mgt Hours 40 $7,800.00 $0.00 $7,800.00 Total Non-Recurring Charges • $21,226.88 $0. $21,226.88 MOS 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 c,Copyright 2017, Atos IT Solutions and Services, Inc. • Statement of Mork 1 Introduction 3 2 Services Overview 3 3 Services Scope 3 3.1 Number of Agents 3 3.2 Functional Scope 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 ©Copyright 2017,Atos IT Solutions and Services, Inc. Statement of Work Page 2 8 . 1 Introduction This Statement of Work ("SOW")defines the OpenScape Cloud Contact Center Services, including the OpenScape Cloud Contact Center Software hosted as a service ("SaaS") (collectively, the"Services")that Atos IT Solutions and Services, Inc. ("Company")will provide to the City of Miami Beach ("Customer"). Company will use a contractor, inContact, Inc. ("Contractor") in the delivery of the Services. This SOW includes a description of the scope of the Services, Services deliverables and responsibilities to implement the Services described herein. The Agreement for Hosted Services, No. COMB-0916-0001A, by and between the parties dated March 2017, and the Cloud Contact Center Services Supplemental Terms Exhibit, Exhibit No. CCCS (collectively, the"Agreement") shall govern the performance of this SOW and are incorporated herein. 2 Services Overview The Services will be used in conjunction with the Customer's existing phone system products manufactured by Unify Inc. at the Customer's site location at 1700 Convention Center Drive, Miami Beach, Florida 33139. All Services under this SOW will be performed remotely This SOW describes the scope of the OpenScape Cloud Contact Center solution and the necessary prerequisites required from Customer. For the operation of the solution, a contract with a carrier is necessary to realize the routing of service numbers to the OpenScape Cloud Contact Center platform (assignment of toll-free service numbers, DID assignment, etc.) and the connection between the contact center platform and the agent phones. The contract must be entered into by and between the Customer and the carrier and is outside the scope of this SOW. 3 Services Scope 3.1 Number of Agents The Services will support 10 Customer call center agents. 3.2 Functional Scope The following table outlines the quantity of licenses by types of Services that are included in the scope of this SOW: In scope Not in scope Hardware None • Workplace equipment(PC, telephones, etc.) _ Application • 1 Base package `Services • 10 Concurrent Agent • 4 universal ports • 10 voice recording • 1 storage and data management • 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) Le,Copyright 2017,Atos IT Solutions and Services, Inc. Statement of Work Page 3 In scope Not in scope • Travel time and Project Management travel costs • 40 Company Project management hours • Internal arrangements(e.g. personnel decisions) Customer is responsible for the installation and configuration of the Customer's existing PBX products in the implementation phase. In the event that the scope specified in this Section 3.2 is changed by mutual agreement of Customer and Company pursuant to the change order procedure defined the Agreement, such changes will be provided by the Company pursuant to a separate quotation from the Company at the Company's then-current time and materials charges. 3.3 Connectivity In summary, the OpenScape Cloud Contact Center solution functions as follows: Each contact that goes through the cloud has two legs—an inbound leg that is routed to the Company's Cloud (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: c Copyright 2017,Atos IT Solutions and Services, Inc. Statement of Work Page 4 +' a d DAD\ ter. Coos •,,b.e,.nt~atm Ws M.A.IA sxc cele...w Ara r•e•a.ee nC•ai.a ran:•xe PRi m WC Y•CW.•.Celli:i•M illi alai Yb to tptl r••♦at•war 3• Awe PRI ane•.wage+,*Dna..Arstol :na.il m.sw+++.•awnm a1 Mt rt♦po i.•ii.n•r ci•rs,n arteoulC Wia C.•tent AM•t too OW._Ci Dawe+tont. tv watt.s •`rue Pits.ca.alma 9Wea 'teePfl The tum Ws ate en,.t•setnte'•*e:mita wax.eea.w,.:r.w•aea•etiere.retyate 3"Party comer •'3 M:tXYC a ter. -Csa nt Sa•aaer¢tcvnty PSTN l taw (*: _ 111111111111111111 = 11111.1111111111 111: . € ,s s.. a _.�._ 1 Nil PPI.....ornervio�:anbct 1a:Us1a'er VW.syste, Kxaall 10 alert rrays -ter. Coen is trent '1saelt Wattle stggem APtl:CYAn 54 MAX�4,1t nttOOot ek'TPs) ,(-Co` to t iniclligent T SeNice ..ixasgent T Service. AOtO y`ent'x*a,eat ray ar,asa mets+rtw prefer"ywi Daum.a*statist,a aracsted-ear '..,prt».+Cnsact s;:'mud iec :a deacatsd oarnectort seu.een rC,xtuc and ata C,.rstcerer f5045es oar-Mone*:xafgrs or 3=4Pp sat daz,err +genas rias a X.orecv ago Tyare.ty tee eCarxstt un amigo ha.'sae ra as a aasaanter.veer*+*as mai as Deer C.saorr4r OnNACIAI access;CAA.alt.*, _ti tVTAri":*,:*rags Iwo'tart Tt:6t:.srrN a maea,rcontact:ata Censer ervarce r'Contact tsaros Sapp xtoa • mcress Cris Y`.Y'41l N3 t y! • ese:C..ts ar M.;or 1ir;i.a1 lit tt`.i,f^si • V1./413�yfeSa P+ovisionena Intervals.Phase.rte.to loop q,eoal • ":C-:F eustM55 Cass • 73 Y`-?:fwsress Csys } Special Considerations st1:--v-. :t,'xn-ratrs xa:.>..a:.a at leo eCortact;;3U omen • ta,:.--r*t+r± t aa•w:ass tc a.sr. a;aeeetes.m*ore+vara.e NasSiock ft 4: veaset-.ran :..1 -s Mir s®OM # it _ Cenral Offie• Copyright 2017,Atos IT Solutions and Services, Inc. Statement of Work Page 5 4 Services Deliverables • ACD: Intelligent and flexible Software with skills-based routing enables the Customer to direct its callers to the right person, regardless of the site location. • IVR: Feature functionality which enables the Customer to create a mix of self-service and agent-managed contacts. • Call Recording: Call recording for business unit to record call/conversations between agents and callers/called parties includes monitoring, coaching and barge in. • Reporting: Real-time status display and historical reporting • Network Connectivity: PSTN connectivity is the proposed connectivity option to allow the Customer an effective option to communicate. 4.1 Implementation The following packages of Services will be implemented under this SOW. 4.1.1 Workgroup Implementation Implementation of the services will be performed by 3D Communications. This package includes the following: • Up to 20 Named Seats/Stations • Experienced Implementation Consultant overseeing the implementation end-to- end • Up to 50 points of contact • Includes voice, e-mail, fax and chat capability • Up to 5 scripts • Up to a total of 25 menu options • Up to 5 skills per agent • One hour of remote customer design review • One hour of remote post-build review • Remote go-live support and up to one hour of follow-up Detailed call flow diagrams are not available at this time. These will be created during the development for the Business Requirements Document(BDR). 5 Project Plan An implementation project plan and milestone schedule ("Project Plan")will be mutually developed, documented and agreed upon by the parties in a design conference call or workshop after execution of this SOW. The project plan will include the Business Requirements Document(BDR). The Customer will sign-off on the Project Plan prior to commencement of the implementation. Company will provide the Customer with written notice when the Project Plan has been fully implemented and the Services are ready for use in a production environment. 6 Responsibilities Customer responsibilities under this SOW are as follows: • Appointing an available, technically competent project manager who is authorized to make decisions related to the Services for the Customer. • Cooperating with the Company and Contractor to develop the Services specification. • Providing all the information and documents reasonably required by the Company and Contractor to implement the Services. Copyright 2017,Atos IT Solutions and Services, Inc. Statement of Work Page 6 • Providing the Customer site hardware and network infrastructure necessary to meet the minimum system specifications provided by the Company in the design review meeting, and required to implement the Services. • Providing the necessary hardware components, climate, installation location, power supply, LAN wiring, and other pertinent environmental requirements. • Providing network addresses and configuration of the necessary routers and firewalls to connect the Services applications to the Customer's LAN. • Providing any connections between the Services applications and the Customer's phone sets, unless specified to the contrary in this SOW. • Providing the applicable routing of service numbers, such as toll free number assignments and DID assignments, to the Services applications, unless specified to the contrary in this SOW. • Ensurirg 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: = Name: Tim Simpson Phone Number: +1 (561) 561-7075 E-mail Address: . _ simo_ , 7:337:Y3 _. Dusty Stanford Phone Number: +1 (847) 598-3861 E-mail Address: coy"' Name: Kirk Broussard Phone Number: +1 (408) 492-2750 E-mail Address: {..r< Copyright 2017, Atos IT Solutions and Serv;ces, Inc Statement of Work Page 7 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 Miiaeii Bea ,. Atos IT Solutions and Services, Inc. • 6.14 • By ` 3 By /‘4.;111L- I -s"z��LLt��...� Authorized Signature Authorized Signature sPhilip Levine, Mayor Petty.c Name (Type or Print) Date Name(Type or Print) Date ATTEST: Rafadl E. Granado, Cit Clerk =.INCORP IORAT ED APPROVED AS TO FORM & LANGUAGE & F E ECUTION City Attorney Date t Copyngnt 2017,Atos IT Soiutions and Services. tnc - Statement of Work 211P g Ati9S Cloud Contact Center Services Support Services Plan This Cloud Contact Center Services Support Services Plan ("Plan")describes the Atos IT Solutions and Services, Inc. ("Company") Services Plan available to City of Miami Beach ("you")for the inContact, Inc. ("Vendor")Cloud Contact Center Service suite of Hosted Services,as defined below, (collectively,"CCCS")that are described on the pricing page("Quote")of a Supplement Ordering Document("Supplement")or other Company Ordering Document as Covered Services. Services will be performed for the Covered Services at the Installation Site specified on the first page of the Supple- ment or other Company Ordering Document. Services ordered by you under a Supplement and performed by the Company under the Plan, are subject to the Hosted Services Agreement be- tween you and Company("Agreement"). I. DEFINITIONS k) Manage your data, including the back-up and storage of such data Coverage Hours —The contracted hours during which Services are throughout the Term: available and/or during which the Company will perform the Services pur- I) Ensure that the Software version level on any Software covered under suant to the Plan. Service Requests to perform Services outside of the this Plan is at the currently available Software version level or the cur- Coverage Hours will be subject to incremental charges at Company's rently available Software version level minus one; then-current hourly rates. m) Ensure the security of your IT Infrastructure, including security against Covered Services —The CCCS eligible to receive Services under this risks of intrusion and unauthorized use of the CCCS; Plan,which are specified in a Quote attached to the Supplement.Covered n) Provide full,free and safe access to the Covered Services and your IT Services may be updated as needed and agreed by you and Company Infrastructure in order for Company to perform its Services under the pursuant to the Supplement. Plan,including full and free remote access to all Covered Services. Customer Responsibilities — You are responsible for performing the Documentation-Any manuals,guides,specifications,instructions and following tasks as applicable.You agree to: other informational or instructional materials regarding the CCCS,includ- ing the Software,provided to you by the Company. a) Follow the installation, maintenance or operational instructions for the Error-Any failure, problem,defect,malfunction or deficiency of Covered Covered Services as described in the applicable Documentation; Services which causes an incorrect or inadequate functioning of the b) To the extent you perform administrative or maintenance tasks on CCCS or any material non-conformance to the specifications for the Covered Services, you must ensure your personnel are properly CCCS set forth under the Agreement. trained by Company or the applicable Company supplier regarding the use of the CCCS,its Software or other equipment on which the CCCS Incident–An event which is not part of the standard operation of CCCS is loaded or operating. You agree to provide, at a minimum, two and which causes an unplanned interruption,or reduction in quality of trained technical points of contact for Company to contact and coordi- service,of the CCCS. nate the Services with,as needed; Information Request-A Service Request to help you determine and c) Confirm that your existing LAN/WAN infrastructure, and its related resolve an Incident on your own with minimal technical expertise and/or components, meet Company provided specifications to support the CCCS information. CCCS quality of service; Installation Site-The facilities at which you will use the Software that is d) Maintain your Local Area Network (LAN) and Wide Area Network a part of the CCCS. (WAN)performance levels at levels equal to,but not less than,the re- quirements provided to you by Company for the Covered Services; Information Technology (IT) Infrastructure - Your IT infrastructure, e) Provide a 24x7,secured intemet data connection between your net- inclusive of, but not limited to, personal computers, data network equip- work and the Company's service center: ment, telecommunications network and all associated equipment, with i) Review the Company-provided minimum specification for which the CCCS,and/or Company provided equipment,is to interoperate connectivity and work with Company to coordinate the securi- with and which may be used by Company to provide Services,as neces- ty,routing and other logistics; and sary under the Plan. ii) Maintain connectivity to Company's network,including but not Level 1 Support–The initial fault diagnostics performed by the Company limited to, referring any network outages to your carrier ser- remotely for an Incident. vice providers; Level 2 Support–Services provided by a Company Technical Assistance f) Confirm that Company is authorized and functionally able to access Center(TAC)engineer for an unresolved and escalated Level 1 Support your network,including opening specific ports in your site firewall to al- Incident. low the Company remote access and management of the CCCS; g) Ensure that the CCCS is provided the necessary network account and Level 3 Support–Engineering investigation and development support permissions to ensure full functionality; Services provided by a Vendor support engineer for an unresolved and h) Provide the required IT Infrastructure for performance of the CCCS escalated Level 2 Support Incident. and perform testing on your IT Infrastructure,including: On-Site Response–Company dispatch and arrival of a field engineer i) Basic connectivity testing on every established connection to the Installation Site to perform Services after Company determines applicable to the CCCS,including remote access,to verify that an on-site response is required. successful port to port data exchange and web collaboration Overtime Hours—Any time outside a Working Day,unless otherwise capabilities. included in the Coverage Hours you purchase from the Company.Ser- ii) Basic functionality testing to verify the CCCS operates without vices begun during the Working Day will be continued into Overtime Hours at the Company's then-current hourly overtime rates unless you material error,call placing and call acceptance and correct messaging. instruct Company not to continue performance of Services beyond the displaWorking Day. iii) Basic CCCS functional tests. Portal -The Company's password protected, internet-based CCCS WEB iv) Operability testing to validate CCCS interaction with the carri- portal. er services and their integration into your network. Priority 1 Incident–Conditions that severely affect service,capacity, i) Establish and provide to Company a single user-name and password traffic,billing and maintenance of the CCCS,including a catastrophic ser- for your internet to access the Portal; vice event that(i)causes a loss of service of one or more CCCS functions j) Secure or provide,as applicable,carrier services required for provision in a production environment and there is not an available workaround;(ii) of the CCCS from a Vendor certified carrier; is continuous or a remittent interruption of service without an available Z1592 Rev 1 (10/15/13) Page 1 of 3 workaround;(iii)significantly restricts use of the CCCS by more than sev- enty-five percent(75%)of your users at a single site;(iv)loss of safety or Customer Care Live Services&Support emergency capabilities(e.g.,911 service);or(v)result in the network or 1 5x12 Customer Care(6AM-6PM M-F M-M MST) application platform being unavailable. Priority 2 Incident–Conditions that seriously affect operation,mainte- 2. Via phone,chat&portal nance and administration of the CCCS,including a major service event 3. 7x24 emergency phone support available for business interrupt- that(i)causes complete failure of a single component,module,or router ing issues element of the CCCS and there is not an available workaround;(ii) 4. 1 each customer-designated business/technical contacts causes partial loss of service or intermittent disruption of use of the CCCS in a production environment and there is not an available work- around;(iii)restricts use of the CCCS for fifty percent(50%)to seventy- Education five percent(75%)of your users at a single site;(iv)result in limited use 1. Comprehensive catalog of self-paced,webinar,and instructor- of the network or CCCS application platform and there is not an avail- led courses able workaround;or(v)causes degradation of the CCCS quality,such 2. Additional education available standard charges apply as background noises,transmission faults,call processing alteration or processing of business data. Priority 3 Incident–Conditions that do not significantly impair the func- Ill SOFTWARE UPDATES tion of the CCCS, including a minor service event that(i)causes a slight Software Updates will be provided on Fridays,between the hours of restriction in use of the CCCS,or their functions, and there is an available 12:00 a.m.to 3:00 a.m.,Mountain Standard Time(6:00 p.m.and 1:00 workaround; (ii)has a lesser, inconvenient impact on the users but do not a.m.,Mountain Standard Time,for the Echo CCCS application).Critical prevent full use of the network or CCCS, or its critical features, and that Software Updates may be deployed at any time outside of your Coverage has an available workaround;(iii)restrictsruse of the CCCS for twenty-five Hours,as necessary.Certain Software Updates may result in a temporary percent(25%) to fifty percent(50%) of your users at a single site; or(iv) disruption or suspension of the CCCS.Company will use commercially your requests that do not affect the CCCS. reasonable efforts to minimize any such disruptions or suspensions of the Remote Response—An attempt to provide Services from a remote loca- CCCS and to provide you with forty-eight hour advance notice of any tion. planned outage or interruption in service. All software updates shall be Resolution -An action that will resolve an Incident, and which may be a provided to You at no additional charge. workaround and/or reloading of your provided back-ups,when available. 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 IV. SERVICES OUT OF SCOPE _ example, response with respect to (i) Level 1 Support is the action of The following Services are out of the scope of this Plan.In the event commencing diagnosis of an Incident; and (ii)On-Site Response is the Company agrees to perform such out of scope Services,you will be in- arrival of a field engineer to the Installation Site to perform Services. voiced at Company's then-current charges for such Services performance. Services-The correction of an Error and delivery of other maintenance services performed during the Term of the Plan specified in the Supple- 1. Provision of an intemet connection to access the Portal. merit. 2. Services you request outside of the Coverage Hours. Service Management System-A Company tool providing workflow 3. Services you request outside of the Plan service levels. and trouble ticketing used to review,analyze and manage Service Re- quests. 4. Your failure to follow the installation,maintenance or operational Service Request-Your request for Services under the Plan. instructions provided by the Company for the Covered Services, including network requirements provided by the Company and Software-The software element in the CCCS,including all copies and connectivity to the Company's service center. documentation,provided to you under the Agreement,if any,and any Software Upgrade and Software Updates carried out by the Company 5. Modifications or performance enhancements you request Com- under this Plan. pany to make to your IT Infrastructure,such as changes made to hardware due to Software Upgrades,changes to the Ser- Software Upgrade-A major release of Software that provides new fea- vices,relocation,disassembly,etc. Lure or functionality capabilities or material, functional enhancements or performance improvements and is denoted by a change to its initial ver 6. Errors that can not be re-produced or correction of Errors sion number. Software Upgrades, and new features available with such caused by incorrect operation of the CCCS. upgrades,will be provided to You at no additional charge. 7. Loading service packs,hot fixes,security patches,updates,up- Software Update -A minor release of Software, including patches, bug grades and the like for third-party software. fixes, fix releases and hot fixes, to correct a reported Software Error to 8. Incidents whose root cause originates with your carrier service current minus one Software version releases and is denoted by moving provider. from one minor release to another within one release version number. 9. Carrier related connectivity issues. Working Day–Any day Monday through Friday, between 8:00 a.m. and 10. Introduction of data into the CCCS or any database used by the 5:00 p.m.,local time,excluding Company holidays,during which Company CCCS by any means other than as approved and instructed by provides Services.A list of Company holidays is available upon request. the Company. II.CARE SUPPORT PLAN11. Software release versions in the CCCS are no longer supported Company will provide the following Services in support of the CCCS by the Vendor. hereunder. 12. Correction of Incidents caused by user error. You are responsible for performing the tasks specified under Customer Responsibilities in Section 1. 13. Work performed by persons other than Company personnel or Unless specified otherwise pursuant to the Plan,Company's perfor- without Company's supervision or prior written approval. mance of Services at your request outside of the Coverage Hours will be 14. Your failure to maintain regular back-up copies of Software ele- billable,and if also outside the Working Day will be billable at Company's merits in the CCCS and your data. Overtime Hours.Company will provide such Services on an"as available" 15. You do not approve a necessary workaround to resolve an Inci- basis. dent. Call Center Best Practices 1. Consulting with Customer Success Managers(business)and/or Implementation Consultants(technical)available for a fee. Z1592 Rev 1 (10/15/13) Page 2 of 3 •4 16. Events of Force Majeure. 17. Theft, vandalism, malicious or criminal acts, including, but not limited to,worms,Trojan horses or viruses, V. MISCELLANEOUS CCCS is provided to you as a Hosted Service. Company expressly disclaims and does not take any responsibility whatsoever with respect to the interoperability of CCCS with any other products or services that may be used by you, including without limitation with respect to any broadband connections, VoIP or SIP trunking services, or any other systems, net- work,software,equipment or facilities used in connection with CCCS. Company reserves the right to unilaterally amend all or any part of the terms and conditions under the Plan to the extent necessary to comply with regulatory or legal changes that may affect the CCCS.Company will provide you with notice of any such amendment as promptly as reasona- bly possible. Z1592 Rev 1 (10/15/13) Page 3 of 3 Atl.9S Cloud Contact Center Services Supplemental Terms Exhibit Exhibit No: CCCS The supplemental terms and conditions described in this Cloud Contact Center Services Supplemental Terms Exhibit ("Exhibit") apply to the inContact,Inc.Cloud Contact Center Service suite of Hosted Services, as defined below,(collectively,"CCCS")and Professional Services related to the CCCS that the Customer("you"or"your")have ordered from Atos IT Solutions and Services,Inc.("Company")in an Ordering Document that references this Exhibit and which is subject to the Hosted Services Agreement between you and the Company("Agreement").The Ordering Document will identify the specific CCCS to be provided by Company to you under the Agreement.Ordered CCCS will be delivered to you from a dedicated data center over the Internet. This Exhibit does not cover server products provided for,or with,the CCCS.Any such servers will be governed by terms and conditions in a separate Exhibit document. 1. DEFINITIONS "Update" shall mean a modification, amendment or enhancement "Documentation" means any and all manuals, guides, to any Software that incorporates corrections of Errors and/or which specifications, instructions and other informational or instructional provides functional or performance improvements,including the related materials regarding the CCCS,including the Software, provided to you updated Documentation with identification of any amendments made. by Company. The Documentation will be available on-line at Updates are usually designated as a change in the version number http://help.incontact.com. either to the left (from 1.yz to 2.yz) and/or to the right of the decimal "Error" means any mistake, problem, defect, malfunction or point(from x.1 to x.2). deficiency which causes an incorrect or inadequate functioning or non- "Use" means to host, install, load, execute, employ, use, functioning of the CCCS or any deviation from the specifications or incorporate, store, subscribe to or display the Software (the other requirements set forth under the Agreement. "Processes"). Use is deemed to occur at any computer server, "Hosted Services"means the provision of a hosted contact center terminal or workstation that either initiates or is activated by such that includes, but is not limited to software and Software as Services Processes. applications to include automatic call distribution and interactive voice 2. CONDITIONS FOR SERVICES response to handle multimedia communications to include voice, chat, email, predictive dialing, text-to-speech, automated speech You agree to provide Company, and its employees, contractors, recognition,workforce optimization and reporting Software. agents or representatives, as applicable, full and safe access (both "Initial Deployment" means the deployment of the Software for physical and virtual)to your premises at no cost to Company as may the CCCS, including delivery, installation and commissioning of the be required for Company to perform its rights, duties or obligations CCCS in accordance with the functional specifications defined in the under the Agreement. Company will not be liable for hazardous or Documentation, and successful acceptance testing of mutually concealed conditions on such premises, or for any damages or delays agreeable testing criteria, if any, documented in the SOW in all related thereto, or that impact delivery of CCCS, absent any gross material respects, for the first time in your new or existing network negligence or willful misconduct by Company. pursuant to an Ordering Document issued by Company. Minor You are responsible for the security of the installed CCCS, omissions or variances in the performance of the CCCS will not impact including security against risks of fraud, theft, intrusion, unauthorized or delay deployment. use, interference, denial of service and anti-virus protection for such "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 with CCCS ordered by you from the Company,and in a SOW and may include a completed network readiness that are to be paid by you to Company,for you to access and Use the assessment. Company will provide 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 described in a SOW. Except as may be stated in a SOW, your services,services and capabilities that enable real time,two-way voice responsibilities and obligations shall, at a minimum, include the communications, permit users to receive calls that originate from the following: public switched telephone network and/or terminate calls to the public a) Provide and configure a functional Operating Environment 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 SOW. "Operating Environment"means the hardware platform,operating including, but not limited to, SIP-trunk connectivity to the system, network elements, parameters and transport, Internet access, CCCS; and other relevant elements which make up the environment outside of b) Provide installation, planning and configuration services the CCCS as may be further specified in the Documentation and/or necessary for Use of CCCS at the Installation Site; SOW. Without limitation, the "Operating Environment" includes any technical requirements, such as computer resources, hardware and c) Secure 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 any facilities not provided by Company. Term; "Statement of Work" or "SOW" means the document that provided a description of the Services. e) Manage your data, including the back-up and storage of "Unauthorized Use" means any Use, reproduction, distribution, such data prior to termination or expiration of this disposition,disclosure,possession or other activity involving the CCCS, Agreement; including Software, or Confidential Information that is not expressly f) Make payments to Company in accordance with the terms authorized under this Agreement, or otherwise in writing by Company, set forth in Section 7;and including the limitations set forth in Section 13. Z1591 Rev 3(10/15/13) Page 1 of 5 g) All E911 obligations remain the sole and exclusive date because equipment provided try you which operate with CCCS or responsibility of your interconnected VoIP service provider. your network, as applicable, do not comply with the specifications, or Company is not obligated to store, back-up and/or recover other technical or performance requirements provided to you by E911 related data. Company, in Company's reasonable judgment, or if you are not Each party agrees to perform its obligations described in the SOW prepared to Use the CCCS,the Initial Deployment date will be deemed in compliance with all applicable statutes,laws and regulations. to have occurred on the day CCCS is first installed at the Installation Unless otherwise stated in the SOW, Company agrees to perform Site location,whether or not any related testing criteria have been met its obligations during the hours of 8 a.m. through 5 p.m., Monday or you are capable of accessing or Using the CCCS. through Friday, excluding Company holidays (Regular Hours). Upon the Initial Deployment date, Company may, at its option, Services performed outside Regular Hours (overtime hours) will be furnish you with a Deployment Certificate, which is your written billable to you at the overtime rates specified in the SOW. acknowledgment that the CCCS have been successfully deployed and CCCS is provided to you as a Hosted Service. Company expressly are accepted by you on the Initial Deployment date. If so requested by disclaims and does not take any responsibility whatsoever with respect Company, you agree to promptly sign and retum the Deployment to the interoperability of CCCS with any other products or services that Certificate to Company. If Company has requested that you sign and may be used by you, including without limitation with respect to any return a Deployment Certificate and you do not sign and return such broadband connections, VoIP or SIP trunking services, or any other Deployment Certificate to Company within five (5)calendar days,you systems, network, software, equipment or facilities used in connection shall be deemed to have signed the Deployment Certificate as of the with CCCS. date it was first provided to you. You will be required to have a qualified voice and/or data plan or service in order to Use CCCS. If so requested by Company,you must 5. ORDER AND CHANGE REQUESTS offer a qualified voice and/or data plan or service that Company has Company will provide the CCCS you order subject to your pre-determined will be compatible with CCCS. compliance with the terms and conditions of Use in the Agreement. You agree to comply with all the information on administration and The hourly rates for Professional Services you order from Company the necessary network requirements for CCCS that may be provided in are valid for six(6)months from the last signature date on the Ordering the usage materials and technical Documentation to be provided to Document. Professional Services hours listed on the Ordering you by Company. Document are only estimates and will be finalized based upon a business requirements document and SOW determined by a Company 4. INITIAL DEPLOYMENT AND ACCEPTANCE sales engineer and you. Company will make reasonable efforts to meet the intended Initial You may change the CCCS initially ordered from the Company by Deployment date specified in the SOW. Revisions thereto will be providing the Company with ninety(90)days advance written notice of recorded on the implementation schedule in the SOW. The Initial the requested change.Any requested changes will be recorded on an Deployment date will commence on the earlier of the first day of the Installation Change Order ("ICO") signed by you and the Company. month following the activation date of the CCCS, or the first day of the The Purchase Price for additions and changes on an ICO will be at the month after the passage of forty-five (45) days from execution of an Company's then-current charges,less a discount percentage,if any,to Ordering Document. be determined by the Company. Deletions, if any, will be credited at Company's deployment of the CCCS will be based on the the Purchase Price at which you originally ordered such items. deployment package model(s)specified in the SOW,such as: 6. PURCHASE PRICE a) ACD Enterprise implementation Company will provide you with the CCCS for the Purchase Price b) ACD QuickStart implementation and License Fees set forth in the Ordering Document. The minimum c) Voice recording implementation monthly recurring charge for each Ordering Document is$2,000.00 or d) E-mail and inbound FAX implementation 50%of the initial quoted monthly recurring value,whichever is greater. e) Dialer implementation Subject to the minimum monthly recurring charges specified in this f) Chat deployment Section 6, Company will charge you for(i) monthly recurring License g) CRM driven screen pop and call routing Fees for CCCS Used during the previous month,(ii)Purchase Price for h) Menu options in DTMF one-time charges for set-up and implementation,if applicable,and (iii) i) ECHO Survey Implementation Purchase Price for any other hardware, Software and Services j) Named agent routing provided pursuant to an Ordering Document. k) Salesforce.com object integration The then-current License Fees in effect at the time the licensed I) Salesforce.com case management CCCS is used will be the basis for the License Fees to be paid to the m) Salesforce dual agent environment Company under the Agreement. The Purchase Price for any n) Quality management implementation incremental Services procured will be as set forth in an Ordering o) Quality management education Document. The Purchase Price and License Fees shall not include p) Work force management implementation any compensation to the Company for any of your Products and q) Work force management enablement Services or for any Services such as shared tenant services and long r) eleaming implementation distance services,services and capabilities that enable real time,two- s) eLeaming education way voice communications, permit users to receive calls that originate t) Basic self service IVR from the public switched telephone network and/or 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 services. w) Advanced scorecard education Unless expressly indicated otherwise, the Purchase Price for x) Advanced scorecard key performance indicator integration CCCS, including License Fees, does not include, and you are solely y) IVR QuickStart implementation responsible for, any applicable shipping, handling, freight, insurance, z) IVR QuickStart PLUS implementation governmental taxes, duties or similar tariffs, costs or related Fees. aa) Silver Remote Enablement You shall make all required contributions to the Federal Universal bb) Gold On-site Enablement Service Fund(or similar State universal service funds)or other related cc) Platinum On-site Enablement support mechanisms (e.g., numbering administration), along with all For purposes of the CCCS, the Initial Deployment date shall state telecommunication taxes (sales tax). Unless otherwise specified constitute the acceptance date. In the event CCCS do not conform to in the Agreement, or agreed by the parties in writing, all CCCS and their specifications or meet the testing criteria on the Initial Deployment other Services shall be billed based on Company's then-current charges. Z1591 Rev 3(10/15/13) Page 2 of 5 - s. _ . . THROUGH THE USE OF CCCS BY YOU IS DONE AT YOUR OWN 7. INVOICING AND PAYMENT DISCRETION AND RISK AND THAT YOU WILL BE SOLELY Company will invoice you monthly for the Purchase Price and RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER License Fees, as stated in Section 6, monthly in arrears, the first SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) month after Company provides the CCCS.Invoices will only reflect the OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING,OR cumulative number of CCCS licenses activated by you in a one month THAT RESULTS FROM YOUR USE OF CCCS. IN ADDITION,YOU period.All invoices are due within thirty(30)days after your receipt of a ACKNOWLEDGE AND AGREE THAT COMPANY'S THIRD-PARTY Company invoice. SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO If the Company provides CCCS,or any part thereof, to you at the YOU OR TO YOU UNDER THE REFERENCED AGREEMENT AND wrong location or facility as a result of your submission of inaccurate COMPANY DOES NOT MAKE ANY WARRANTIES ON BEHALF OF information, including without limitation erroneous telephone SUCH SERVICE PROVIDERS, EXPRESS OR IMPLIED,INCLUDING, number(s), then you will remain liable for payment of any resulting BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF charges for Use of the CCCS,and/or charges to correct the error. MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A Unless otherwise stated in a SOW,you agree to pay to Company PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA all travel and living expenses incurred by Company to perform its on- ACCURACY OR QUIET ENJOYMENT. site Services. Reasonable travel time is not billable to you. All travel YOU ACKNOWLEDGE AND UNDERSTAND THAT COMPANY and living expenses will be provided within Company standard Travel DOES NOT PROVIDE EMERGENCY DIALING CAPABILITIES AND and Entertainment guidelines and policies.Company agrees to provide WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR ANY you with an Installation Change Order, to be signed by you, INABILITY TO DIAL 911,OR TO ACCESS EMERGENCY SERVICES documenting any incurred travel and living expenses. OR PERSONNEL. All payments are non-refundable. The use of CCCS may be hindered by local requirements of any In addition to any other rights Company may have under the applicable jurisdiction.You agree to comply with,any and all applicable Agreement,Company may impose a late fee at the greater of 1.5%per local requirements. month or the maximum annual rate permitted by law on any undisputed payments not paid when due. Interest shall accrue from 9. SUPPORT SERVICES the date of the invoice until paid. Support Services to be provided by the Company to you in You may dispute the Purchase Price and License Fees on an connection with CCCS shall be in accordance with the Company's invoice by providing Company with written notice of the dispute setting Support Services Plan for CCCS. forth in detail the amount of the Purchase Price or License Fees CCCS Updates, enhancements or repairs will be performed, at no disputed and the basis for the dispute. Such notice must be received charge to You on Friday's from 12:00 a.m. to 3:00 a.m., Mountain by Company within fifteen(15 days of the date of the invoice in dispute. Standard Time. Company will provide you with advance notification of Provided that you timely dispute the charges on an invoice, you may any expected service disruptions from such Updates,enhancements or only withhold payment for those portions of the invoiced charges that repairs. Notwithstanding the foregoing, Company may deploy urgent you dispute and only until such time as the dispute is resolved. You Updates,enhancements or repairs outside of the maintenance day and may not offset any amounts owed you by Company against payments time specified above, if deemed necessary. In certain circumstances, due under the Agreement. Software downloads will be required by you. In the event the CCCS In the event you pay Company via direct debit, it is your need to be temporarily suspended for routine maintenance or responsibility to ensure that your account maintains sufficient funds to reconfiguration,Company will make commercially reasonable efforts to cover the amounts due and payable on the applicable due date. limit the duration of any such suspension and shall endeavor to give you advance notification thereof. In any event, Company shall not be 8. WARRANTY liable to you for any interruption under this Section 9. Company warrants (i) that any Professional Services will be 10.SOFTWARE LICENSE performed with professional care, skill,diligence and competence,and By downloading CCCS Software you acknowledge that you have (ii) for a period of thirty-six (36) months commencing on the Initial read and agree to the following license terms. Deployment date, as may be extended by you for two (2) more one- Company owns, or has licensed from the owner, any Software that year terms.—the Hosted Services and media to be new, free from is provided or used in connection with the CCCS and Services defects in design,material, and workmanship,and to conform with the hereunder. Subject to the restrictions set forth in the Agreement, specifications in the Documentation. If the Hosted Services fail to Company hereby grants to you a non-exclusive, non-transferable, comply with the specifications in the Documentation,the Company will revocable license to access and Use the CCCS, including Software promptly correct or revise any errors in the Hosted Services provided, related thereto, at the Installation Site during the Term of the without additional compensation. Agreement for your own internal business purposes. The Company does not warrant the CCCS to operate without 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- b) 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 c)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 alter any logo or notice of UNINTERRUPTED, SECURE, ERROR-FREE, WITHOUT patent, copyright, trade secret, trademark or other proprietary right DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, present on any of the Software or its data media; DATA OR INFORMATION OR THAT ANY MINIMUM e) You shall not use any knowledge or understanding gained by TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. YOU review of the 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 Z1591 Rev 3(10/15/13) Page 3 of 5 f) Except as specified in this Section 10, you shall not license, solicitations issued prior to December 1, 1995 is provided with sublicense, sell, assign, lend, rent, lease, or otherwise transfer, RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 transmit or convey all or any portion of any Software or Documentation (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as to any third-party without the written agreement of Company; applicable. g)You shall not export the Software in any manner except with the 11. PATENT,COPYRIGHT AND TRADEMARK OWNERSHIP prior written consent of Company and in full compliance with all In addition to the Title, Ownership and Intellectual Property Rights applicable U.S.export control laws. set forth in Section 3 of the Agreement, the following terms shall also Certain third-party software embedded in the CCCS may be subject apply to CCCS: to specific license terms of the respective third-party supplier or All title and intellectual property rights in and to your data in the licensor.Any installation or Use of the third-party software is subject to CCCS is owned exclusively by you. You shall grant Company an your acceptance of the third party licensor's license terms. In the event irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, that you do not accept the third-party license terms, you are not perpetual and worldwide right to use or incorporate into the CCCS any entitled to Use the CCCS. and all (i) suggestions, enhancement requests, recommendations, You acknowledge that the licensed Software may contain Open other feedback provided by you, including employees and/ or your Source Software. Company has paid no license fee for the inclusion of independent agents, relating to the operation of the CCCS, or.(ii) Open Source Software into or with the Software and no license fee is content transmitted via CCCS,in whole or in part and,in particular,to charged to you for the Use of such Open Source software hereunder. reproduce, edit, publish, distribute, execute and display any such You acknowledge and agree that Company provides no warranties and suggestions, enhancement requests, recommendations, other shall have no liability or indemnification obligations whatsoever in feedback provided by you or content to the extent required to enable respect of your possession or Use of the Open Source Software. Company to fulfill its rights, duties and obligations under the Regarding Open Source Software contained in the Software, you Agreement. hereby accept the specific license conditions being part of the Documentation ("Open Source Conditions"). To the extent there is a 12. REPORTS AND AUDITS conflict between this Agreement and the Open Source Conditions, the You agree to participate, at Company's request, in an audit to terms of the Open Source Conditions shall prevail over the terms and ensure consistency across both parties' records pertaining to any and conditions of this Agreement with regard to the Open Source Software. all access to and use of CCCS; provided that Company may request Your license rights under this Agreement are conditioned upon you such an audit no more frequently than once every twelve (12) month not performing the following actions in a manner that would require the period. Software to be licensed under Open License Terms: During the Term of this Agreement and for a period of three (3) i)Combining the Software with Open Source Software by means of years thereafter,you shall keep and maintain complete records,books incorporation or linking or otherwise; and system of accounts related to its activities under the Agreement. ii)Distributing the Software with Open Source Software;or During the Term of the Agreement and for three (3)years thereafter, iii) Using Open Source Software to create a derivative work of the Company shall have the right, upon not less than thirty (30) days Software. notice to you and during normal business hours,to audit or engage an Under no circumstances shall you combine the Software with any auditor to audit such records, books and systems for the purpose of Open Source Software in any way or license the CCCS under Open verifying your compliance with the terms of the Agreement. Company License Terms. shall bear the cost of the audit You shall safeguard and maintain control of the Software and shall not distribute,disclose or release any of the Software to any third party 13. MISUSE or to any person other than your necessary personnel. You will ensure The CCCS, including Software related thereto, is considered that no one will be allowed to take or send the Software to any location proprietary and Confidential Information of Company or its licensors other than the Installation Site, unless prior written permission is and is protected by applicable patent,trade secret and copyright laws, obtained from Company. If Company provides you with permission to and international treaty provisions. Except as permitted under the send Software to a person or entity other than you, you shall cause Agreement, you will not disclose or distribute the CCCS, including such other person or entity to be bound by this Agreement in its Software,in whole or in part,or any of the terms and conditions of this possession,Use,testing,and evaluation of the Software. Agreement, to any third party. You shall promptly notify Company of You acknowledge and agree that the Software may contain any Unauthorized Use of the Software or Company's Confidential hardware or software locks, 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, agents or disable the CCCS and/or any computer hardware in which the representatives, you shall use your best efforts to terminate such Software is installed to prevent Unauthorized Use. Company shall Unauthorized Use, including, without limitation, immediately have no liability to you or any third party for its use of any security suspending access to the CCCS until any and all such misuse has feature to prevent or stop an Unauthorized Use of the CCCS. 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 the subject to the licensing terms set forth in this Section 10. possession or control of the person or entity engaging in such Unless Company specifies otherwise, additional Software licenses Unauthorized Use. and any Software Updates of the Software will be provided subject to You acknowledge 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 CCCS 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 provided to the United States Government pursuant to solicitations issued on or after December 1, 1995 is provided with the 14. LIMITATION OF LIABILITY commercial rights and restrictions described elsewhere herein. All In addition to the Limitation of Liability set forth in Section 8 of the Software provided to the United States Government pursuant to Agreement,the following terms shall also apply to CCCS: Z1591 Rev 3(10/15/13) Page 4 of 5 COMPANY WILL NOT BE LIABLE TO YOU FOR THE (10)days for non-payment), the other party may, at its option, and in PERFORMANCE OR NON-PERFORMANCE OF CCCS, INCLUDING addition to any other remedies under the Agreement, choose to SOFTWARE RELATED THERETO, AND ITS SUPPLIERS, terminate the Agreement. In the event that you are unable to cure a LICENSORS, AND/OR MANUFACTURERS, OR THEIR OFFICERS, material breach of your obligations under the Agreement,the Company DIRECTORS, EMPLOYEES, AGENTS AND CONTRACTORS. YOU may also suspend or terminate your right or ability to purchase CCCS. UNDERSTAND AND AGREE THAT COMPANY WILL HAVE NO Either party will have the right to terminate the Agreement LIABILITY TO YOU OR ANY THIRD PARTY FOR LOSS, CLAIMS, immediately upon written notice in the event that the other Party: (a) DAMAGES, SUITS, ACTIONS, COSTS, EXPENSES OR LIABILITY becomes insolvent;(b)files for any form of bankruptcy;(c) makes any OF ANY KIND, INCLUDING ATTORNEY FEES AND COSTS OF assignment for the benefit of creditors or commences voluntary LITIGATION, ARISING DIRECTLY OR INDIRECTLY FROM ANY proceedings under any bankruptcy, insolvency, or debtor's relief law, ACTIONS OR OMISSIONS, OR PERFORMANCE OR NON- (d)has a receiver,administrative receiver or officer appointed over the PERFORMANCE OF CCCS, INCLUDING SOFTWARE RELATED whole or a substantial part of its assets; (e) ceases to conduct THERETO, AND/OR ITS SUPPLIERS, LICENSORS AND/OR business;or(f)fails to pay its debts as they become due. MANUFACTURER, OR THEIR OFFICERS, DIRECTORS, If you terminate the CCCS, you agree to pay to the Company (i) EMPLOYEES,AGENTS AND CONTRACTORS RELATED TO CCCS, the minimum monthly recurring charge through the effective INCLUDING SOFTWARE RELATED THERETO, OR OTHERWISE, termination date specified in your written termination notice and all INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE charges for CCCS used up to the effective termination date specified in PROVISION, USE, FAILURE OR OUTAGE OF 911 AND ANY your written termination notice; OTHER EMERGENCY DIALING CAPABILITIES. If Company terminates the Services due to your material breach of In no event shall Company be liable for any damages, the Agreement,you agree to(a)discontinue use of the CCCS upon the liabilities, costs or expenses arising from or in connection with effective termination date specified in the Company's written the acts, omissions, or delays of any third-party vendor or termination notice to you; (b) the minimum monthly recurring charge underlying carrier; provided, however, that Company shall make multiplied by the number of months remaining in the then-current Term; commercially reasonable efforts to obtain performance by such (c) any non-recoverable costs, charges and expenses the Company third-party vendors and underlying carriers on a timely basis. incurs from your discontinuance of the CCCS;(d)all charges for CCCS 16.TERMINATION used up to the effective termination date specified in your written The term of this Agreement is three (3) years from the"Go-Live" termination notice;and(e)any credits,discounts,or waived installation date.The Agreement may be renewed for two(2)successive one-year or expedite costs that had been applied to your account from the Initial periods at your option and subject to the parties executing Ordering Deployment date through the effective termination date specified in Documents to extend the CCCS for such subsequent one-year periods your written termination notice. The Company's rights and remedies at least ninety(90)days prior to the expiration date of the then-current herein will be in addition to any other remedies available to Company term.You may terminate the CCCS at any time by providing the other under the Agreement. party one hundred eighty(180) days advance written notice. If either party is not substantially complying with the terms of this Agreement, 17.MISCELLANEOUS the other party will have the right to give prompt written notice of such Company reserves the right to unilaterally amend all or any part of failure to perform. The non-complying party will have thirty(30)days after receiving such notice to submit a corrective action plan to you or the terms and conditions under the Agreement to the extent necessary commence a continuous good faith effort to correct its performance to comply with regulatory or legal changes that may affect the CCCS. within a reasonable period of time,which shall be no less than sixty(60) Company will provide you with notice of any such amendment as days (ten days for non-payment). In the event the non-conforming promptly as reasonably possible. party is not able to correct its performance within sixty(60) days (ten Z1591 Rev 3(10/15113) Page 5 of 5 AtL9S Supplement for Cloud Contact Center Services Support Services Plan Customer Name and Invoice Address: Region Office Address: Reference Agreement No.: COMB-0916-001A City of Miami Beach 1700 Convention Center Dr 2650 N.Military Trail Reference Exhibit No.: CCCS Miami Beach,FL 33139 Boca Raton,FL 33431 This Supplement for Cloud Contact Center Services Support Services Plan,when signed by Atos IT Solutions and Services,Inc.("Company")and the Customer("you")is Company's acceptance of the order from you for Services for the inContact, Inc.Cloud Contact Center Service suite of Hosted Services (collectively,"CCCS")under the Cloud Contact Center Services Support Services Plan (collectively,a"Plan")for such CCCS.Services will be performed for the CCCS installed at the Installation Site specified herein, and which are identified as Covered Services herein.A summary of the Plan for the Covered Services is described below and is attached to this Supplement and incorporated herein by reference. As used in the Supplement and the Plan only, the term "Purchase Price" means charges for the Services under the Plan. The initial Purchase Price for the Plan is specified in a quote("Quote"),which is attached to this Supplement and is incorporated herein by reference. If you require a Purchase Order for this Supplement,Company's acceptance of the Purchase Order from you is subject to incorporation of this Sup- plement,including the Plan and Quote,into the Purchase Order,and Company's acceptance of the Purchase Order.Any inconsistent or pre-printed terms on your Purchase Order or written notification from you without the prior written agreement of Company is void. 1. CONDITIONS FOR SERVICES Any performance by Company under each Plan is subject to, and contingent upon, credit approval or worthiness, at Company's sole discretion. Company reserves the right to modify or withdraw credit terms at any time without notice,and to require 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 the'Go-Live"Date.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- fied 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 with an Ordering Document, to be signed by you, documenting any incurred travel and living expenses. Adjustments to the Purchase Price specified in the Quote may be made before the Term Commencement Date to reflect additions and deletions based on the charges in effect at the time you and Company signed the Supplement. Company will review the Covered Services quarterly for additions and deletions and will make appropriate adjustments to the Purchase Price.All additions will be subject to Company's then-current Purchase Price. For any subsequent renewal Term, Company will charge you its then-current charge for the applicable Services. The applicable revised Services charge will be effective on the renewal Term Commencement Date. The Purchase Price shall not include any compensation to the Company for any services such as shared tenant services and long distance ser- vices,services and capabilities that enable real-time,two-way voice communications,permit users to receive calls that originate from the public switched telephone network and/or terminate calls to the public switched telephone network using a broadband connection, as well as any other regulated ser- vices. (b) Changes You may request to increase the Covered Services that appear on the summary of Covered Services in the Quote. In such event, if Company ac- cepts,the Quote will be revised and signed by the parties and the revised billing will be invoiced to you based on the Purchase Price for the increased Covered Services.Any additional Purchase Price for the increased Covered Services will be based on the Purchase Price for the same type of Covered Services specified in the Quote. All adjustments to the billing amount in the Quote will be processed in the next monthly billing cycle. No deletions or reductions to the Services are permitted. Company may change the hourly rates and minimum charges for regular and Overtime Hours at any time without prior notice. Z1593 Rev 2(10/15/13) Page 1 of 2 (c) Payment Company will invoice you monthly in arrears for the Purchase Price All invoices are due within forty-five(45)days after your receipt of a Company invoice. All payments are ron-refundable You agree to provide Company written notice of a dispute with invoiced charges within thirty (30) days of your receipt of each invoice, and agree to only withhold payment for invoiced charges that are disputed on an invoice In the event your undisputed payments are not current under the Supplement, or the Agreement, Company will issue you written notice. If your payment is not received within thirty(30)days after the date of such written notice of delinquency, Company,at its option,may suspend its performance of the Services. If undisputed payments under your account are not received within ninety(90)days of your receipt of each Company invoice and Company has suspended Service,Company may,at its option and in addition to the exercise of its other rights and remedies under the Agreement, or terminate the Services under this Supplement for cause. The aforementioned notwithstanding, you will remain obligated to pay to Company all undisputed amounts past due and owed to Company 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 1.5%per month or the maximum annual rate permitted by law on any undisputed payments not paid when due. Interest shall accrue from the date of the invoice until paid. 4, SOFTWARE LICENSE TERMS Software Upgrades and Software Updates delivered to you under a Plan are subject to the Software license terms between you and Company. 5. DISCLAIMER OF WARRANTY THE SERVICES HEREUNDER WILL BE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER AND ARE IN ALL OTHER RE- SPECTS PROVIDED WITH NO WARRANTY OF ANY KIND AND COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, STATUTORY OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 6. RECRUITING AND HIRING For a period of one year after the expiration or termination of the Term,you will not recruit or attempt to hire Company employees,subcontractors or agents,who perform Services for you,without Company's prior written consent. 7. NOTICES Any notice required under this Supplement will be in writing and delivered to the addresses specified on page one. Such notice may be sent by: (a) certified mail,return receipt requested;(b)overnight delivery service;or(c)facsimile;and will be deemed to have been given in the case of certified mail, five days after the date of mailing,in the case of overnight delivery,one day after being given to an express overnight courier,or in the case of facsimile. upon transmission as indicated by confirmation.Either party may from time to time change its address or designee for notification purposes by giving the other party written notice of the new address !, .:.;•.i ,,,He 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. il--''' /J. Stdmer _. .. By /L461-- i By t1-41 "4-I ., ....• ,$ /, ' „, , uthorized Signature - Authorized Signature Philip ' 7::,-he, Mayor Name(Type ..- Print) Date Name(Type or Print) Date , ATTEST: ,....-------, , .1 . 4 / % '.7.. . \ 41r \•.\\1 B E .1,, • / ,„,, .() i (6•D 2.),::. i 7 ,;,- \;.- •-.' i "(I s'qis Rafael Ei. Gealiado, C ty ler 1,17 ,.."'' •'. *-:'..-,)," ,,- • . •-/ -. V. i i , -,e---`,--- ••• , \'%: : - • : --x- -;-. 0 • •, 0 * : • ..*:ING°BP °R1\-1-ED: ),./-7-. -, ,f ........ 4 •.• .... t . . ..,_.: ..• 0, ,_,, ,s,...z..,.............,,, ,,,,:d4;, 9-.„CH V-- ,.,, , •, APPROVED AS TO FORM & LANGUAGE ci: &1/4FIR_(.11.:TION -- - City Attorney Att. Date Z1593 Rev 2 (10/15'13) Page 2 of 2 , , . . . . , ,. , RESOLUTION NO. 2017-29703 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ASSIGMENT OF THE AGREEMENT BETWEEN THE CITY AND UNIFY, INC. (ASSIGNOR), FOR MAINTENANCE OF THE TELECOMMUNICATIONS SYSTEMS AT VARIOUS CITY FACILITIES,TO ATOS IT SOLUTIONS & SERVICES, INC. (ASSIGNEE), AS THE SUCCESSOR-IN-INTEREST BY ACQUISITION; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT, SUBSTANTIALLY IN THE FORM ATTACHED TO THIS RESOLUTION. WHEREAS, on July 13, 2011, the Mayor and City Commission approved the award of a contract between the City of Miami Beach and Unify, Inc. (Unify), for Maintenance of the Telecommunications Systems at Various City Facilities; and WHEREAS, on August 3, 2011, a certification of contract was executed and entered into by the City of Miami Beach and Unify, pursuant to the Invitation to Bid (ITB) No. 28-10/11, to provide Maintenance of the Telecommunications Systems at Various City Facilities (the "Agreement"); and WHEREAS, on or about January, 2016, Atos IT Solutions & Services, Inc, (Atos), completed a transaction to acquire Unify, with Atos emerging as Unify's corporate parent entity; and WHEREAS, Unify and Atos seek the City's consent to assign the Agreement from Unify to Atos, as successor-in-interest by acquisition; and WHEREAS, pursuant to the Agreement, any assignment of the Agreement requires the written consent of the Mayor and City Commission; and WHEREAS, the Administration has conducted its due diligence and recommends that the Mayor and City Commission approve the Assignment and Assumption of the Agreement (the Assignment), and further authorize the Mayor and City Clerk to execute the Consent to Assignment and Assumption of the Agreement (the Consent), substantially in the form attached as Exhibit "1" hereto; and WHEREAS, pursuant to the Assignment, Atos will assume all of Unify's obligations and responsibilities under the Agreement. 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 approve the assignment of the Agreement between the City and Unify Inc. (Assignor), for Maintenance of the Telecommunications Systems at various City Facilities, to Atos IT Solutions & Services, Inc. (Assignee), as the successor-in-interest by acquisition; and further authorize the Mayor and City Clerk to execute the Consent to Assignment and Assumption of Agreement, substantially in tv„r, .•�. ,; ched to this Resolution. PASSED AND ADOPTED thisa,Ti>l.' : .oJ- ,,•, *-,!17. ATTEST: ' rr✓ ' �� ' •�• %rA00,, APPROVED AS TO ' '� ' ORP �RATEp▪ GFORM&LANGUAGE Lu 11�+. • a-I &FOR EXECUTION Rafae E. Granado, City • erk "40 7�. - // hili.i mayor Pyc..''''' 3a4. 1 61,,C7 tk •• c .�. " CItyMtomey No cats