Agenda packet — Carson City Council, September 17, 2024 (part 4 of 6)

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G. CUSTOMER RESPONSIBILITIES
These are items that JCI is dependent upon to complete the project scope of work on time, however, these requirements and responsibilities are not provided by JCI. For a complete list of exclusions, please refer to the Integration Inclusions and Exclusions section of this proposal.

These requirements must be provided by the owner or other 3rd parties and may fall under the responsibility of an Architect, General Contractor, Electrical Contractor, Data Contractor, Security Contractor, Furniture/Millwork Contractor, IT departments, Facilities or Real Estate groups.
 All required backing and any other wall reinforcem ent required to safely accommodate displays.

Any display wall shall be properly backed to withstand the weight of the display with a safety factor of at least 5:1.
 All AC power at the equipment locations, including hardwired power connections.  All required conduit for low voltage cable paths t o AV equipment.  All ceiling work required to accommodate the proje ctors, projection screens, or other equipment.  All required millwork modifications to tables or o ther millwork.  Proper heat dissipation venting for the equipment in this system. Where convection cooling is not possible, a powered venting system with thermostatically controlled quiet fans.  All required network configuration for any network connection to the client network.  All software or hardware licenses not specifically provided in this scope of work or associated bill of materials.
 All software or hardware configuration for owner f urnished equipment.  Where VoIP is utilized, all required configuration information prior to installation.  All cable/satellite/over-the-air TV connections an d all associated hardware.

Site Readiness
The minimum acceptable site conditions of the project site for the installation of electronic equipment are as follows.
 The rooms and directly adjacent areas into which t he equipment will be installed must be dust-free with floor, ceiling, and wall finishes to be completely installed in the rooms affected by the equipment.
 The rooms into which the equipment will be install ed must be secure.  All Electrical power, conduit systems, HVAC system s, IT requirements (wired or wireless services), communication circuits, and or other services required by the systems and equipment should be fully installed, energized, and configured for use.  All furniture into which components of the equipme nt will be installed shall be present at the time of staging and/or installation.
 All telephone, POTS, VOIP, modem, PRI, data, LAN, and telecommunications connections are installed, fully tested, and active.
 Configuration of OFE networks, applications, serve rs, and services to provide interoperation with installed systems.
 Coordination and timely IT support and documentati on (such as providing IP addresses or account credentials).

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Software Licenses and Service Accounts
Supervised or direct access to systems must be provided as needed for a properly provisioned and licensed account where appropriate. Examples include Zoom Rooms activation codes, Microsoft Teams accounts, calendar service account, and more.  The customer may decide not to provide credentials to JCI, and to provision the installed hardware themselves. In this case JCI will be unable to fully test the system before receiving sign-off for the installation. All system components will be tested individually to ensure proper stand-alone function, and project sign-off will be requested before technicians leave site.  If JCI is unable to properly commission and test t he system at the time of installation due to issues with access, an additional site visit may be required. Any additional visits will be billed at the standard contracted labor rate, provided Customer is at fault and approves additional cost in advanced and in writing, scheduling will be done on a best effort basis.

Room Environmental Considerations
To maximize the user experience in a conferencing room, the following parameters should be observed:
 The room should have a measured ambient noise leve l of no more than NC35. For new spaces, the design parameters for the mechanical engineering within the room should have a target NC of 35 or less. Ambient noise includes noise from the air handling systems, mechanical systems, and noises outside the building. Noise levels above this specification adversely affects the meeting environment and may degrade the overall audio quality and intelligibility of a conference call. This is especially important when ceiling microphones are utilized. If a problem is identified with ambient noise levels, JCI can work with your mechanical engineer to identify viable solutions to lower the NC rating and improve the meeting experience.
 Reverberation time (T60) for typical conference ro oms should be less than 0.6 seconds in the 125 - 4000 Hz octave bands to provide an optimum meeting experience and acceptable audio quality in a conference call. A considerable number of hard surfaces in a room (glass, drywall, or other surfaces) can adversely affect audio intelligibility and the meeting experience overall. Acoustic treatment is advised for rooms with higher T60 levels. If the room requires acoustically treatment, JCI can provide direction and solutions to overcome this issue and enhance the meeting experience for the participants.  Evenly distributed lighting is important for video conferencing applications. Lighting on the faces of the participants should be at least 40-foot candles and should be evenly distributed throughout the camera’s field of view. Where the camera’s field of view includes windows, recommended window treatment should be employed to provide an acceptable background for the camera to view the participants.
 When microphones are used for local voice reinforc ement, the amount of available gain before feedback is dependent on the microphone’s location within the room. Placement of the microphone immediately below a ceiling speaker may adversely affect the overall required audio level and cause feedback. Care should be taken to reduce the volume level of the microphone or locate the microphone(s) correctly to minimize the possibility of feedback.
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H. INCLUSIONS & EXCLUSIONS
Inclusions:

The following items are included in this proposal unless specifically noted otherwise within this proposal document or scope of work statement:

1. All Equipment, wire, and accessories required for a fully functional audio/visual system per the agreed upon scope of work.

2. Non-Union labor associated with audio/visual system engineering, installation, programming, and testing.

3. Documentation package including complete as-built AV system diagrams, and manufacturer’s operation manuals.

4. Coordination and cooperation with the construction team regarding installing the system.

5. User demonstration of the full AV system operation for final sign-off.

6. Pricing assumes normal working hours, Mon-Fri, 8am to 6pm. Excludes all off-hours work.

Exclusions:

The following items are excluded from this proposal unless specifically identified otherwise within this proposal documents or scope of work statement.

1. Demolition work.

2. Low voltage cabling will be installed using plenum rated cables without conduit in concealed, accessible locations. Where exposed or subject to damage, EMT conduit or other suitable raceways shall be provided and installed by others. JCI shall coordinate design of these raceways with the customer.

3. Pole raceways and coverings to be designed, provided, and installed by others.

4. All conduits, high voltage wiring panels, breakers, relays, boxes, receptacles, etc. Any related electrical work including, but not limited to; 110VAC, conduit, core drilling, raceway, and boxes.

5. Voice/data cabling, i.e., analogue phone lines, ISDN lines, network ports, etc.

6. Network connectivity, routing, switching, and port configuration necessary to support audio- visual equipment.

7. Concrete saw cutting and/or core drilling.

8. Firewall, ceiling, roof and floor penetration, patching, removal, or fire stopping.

9. Necessary sheet rock replacement, ceiling tile, T-bar replacement, and/or wall ceiling repair.

10. All mill work (mouldings, trim, etc.) All mill work or modifications to project millwork/furniture to accommodate the AV equipment is to be provided by others.

11. Painting, patching, or finishing, of architectural surfaces.

12. Permits (unless specifically provided for elsewhere in this proposal document or scope of work statement).

13. Engineered (P.E) seal and / or stamped structural / system details.

14. HVAC and plumbing relocation.

15. Rough-in, bracing, framing, or finish trim carpentry for installation.

16. Cutting, structural welding, or reinforcement of structural steel members required for support of assemblies, if required.

17. Owner furnished equipment not listed in the Table A Bill of Materials.

18. Additional or specific manufacturer’s “User Adoption” training.

19. Additional cost for union labor.

20. Lighting systems, lighting integration, lighting controls.

21. Excludes any work or services associated with the identification, abatement, clean-up, control, removal or disposal of hazardous materials or substances, including but not limited to asbestos or PCBs.

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I. Contractor License Confirmation

Johnson Controls, Inc. Response:

Johnson Controls, Inc. has included a copy of the department of consumer affairs Contractors State License Board Active License. We are licensed as JOHNSON CONTROLS INC and our license number is 22445. This license has an expiration date of 05-31-2026.

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J. INSURANCE CERTIFICATE

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K. BOND REQUIREMENTS – DOCUMENTATION

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97 CITY OF CARSON

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Agenda ID# 2024-0662 ﬁle packet_wo 3-5 exhibits.pdf
701 East Carson Street
CITY OF CARSON801 E. Carson St., Hall BFile #:2024-0662,Version:1Report to Mayor and City CouncilTuesday, September 17, 2024ConsentSUBJECT:CONSIDER APPROVAL OF AMENDMENT NO. 3 TO THE JOHNSON CONTROLS, INC.,CONTRACT (C23-083) FOR CAPITAL IMPROVEMENT PROJECT PW1674 TOPROVIDE A COMPLETE INSTALLATION OF ADDITIONAL MATERIAL ALLOWING FOREXPANSION OF THE NEW ACCESS CONTROL AND CCTV SURVEILLANCE SYSTEM(CITY COUNCIL)I.SUMMARYOn March 21, 2023, City Council awarded a five-year (5) contract (Exhibit No. 3) toJohnson Controls, Inc. (Contractor), to provide citywide video surveillance and accesscontrol systems at City Parks, City Hall, Community Center, and the Corporate Yard at acost not to exceed $5,165,644.08.On November 7, 2023, City Council approved Amendment No. 1 (Exhibit No. 4) to increasethe contract amount by $686,331.00 to temporarily add CCTV trailers, and Mobile Marshallcamera units by renting such equipment from Contractor for a period of six (6) monthsunder City’s emergency procedures, which increased the contract sum from $5,165,644.08to $5,851,975.08.On December 5, 2023, City Council approved Amendment No. 2 (Exhibit No. 5) to upgradethe camera sensor types from single-sensor to multi-sensor cameras with additional cloudstorage and to approve the schedule compression of one-year (1) installation to six (6)months, with a projected installation completion date of March 31, 2024, which increasedthe contract sum from $5,851,975.08 to $6,511,836.44.Staff is now requesting City Council to approve Amendment No. 3 (Exhibit No. 1) to provideinstallation of additional materials allowing for expansion of the New Access Control andCCTV Surveillance systems for an additional amount of $1,740,485.59. However, theagreement provides for a $150,000 “allowance” to cover additional services required whichnone of the allowances have been used. Therefore, Johnson Controls is giving the City acredit of $150,000.00 toward the cost of Amendment No. 3 reducing the proposal cost to$1,590,485.59 (Exhibit No. 2). Approval of Amendment No. 3 will increase the contract sumCITY OF CARSON Printed on 9/9/2024Page 1 of 3powered by Legistar™ File #:2024-0662,Version:1from $6,511,836.44 to $8,102,322.03.II.RECOMMENDATIONTake the following actions:1. APPROVE Amendment No. 3 to the Agreement with Johnson Controls, Inc. (ExhibitNo.1) to increase the contract sum from $6,511,836.44 to $8,102,322.03.2. AUTHORIZE the Mayor to execute Amendment No. 3, following approval as to form bythe City Attorney.III.ALTERNATIVESTAKE any other action the City Council deems appropriate that is consistent with therequirement of law.IV.BACKGROUNDCity Council awarded a five-year contract to the lowest responsive and qualified bidderJohnson Controls, Inc., to provide citywide video surveillance and access control systems,including monitoring and maintenance of City Parks and Corporate Yard, at a cost not toexceed $5,165,644.08. City Council also authorized the expenditure of constructioncontingencies in the amount of $774,846.61 (15%) for any unforeseen construction workand other work that may be necessary to complete the project.Due to increased crime-related activity at various City Parks and City Corporate Yard, staffmade an emergency request to City Council to approve expenditures pursuant to Section2611(d) of the City’s Municipal Code in the amount of $686,331.00 resulting in Amendment1. This measure included the rental and temporary placement of CCTV trailers and MobileMarshall camera units for a period of six (6) months. This amendment resulted in anincrease to the base contract sum of $5,165,644.08 to $5,851,975.08. The amendmentamount was applied to the $774,846.61 project contingency resulting in $88,515.61remaining.On December 5, 2023, staff returned to City Council for approval of Amendment No. 2.This amendment provided an upgrade to the Citywide video surveillance cameras to multi-sensors with additional cloud storage and changes to the schedule by compressing theone-year (1) installation period to six (6) months. This amendment increased the contractamount by $659,861.35, which increased the total contract sum from $5,851,975.08 toCITY OF CARSON Printed on 9/9/2024Page 2 of 3powered by Legistar™ File #:2024-0662,Version:1$6,511,836.44. Resolution No. 23-195 was also approved allowing a budget transfer fromProject PW1737 to Project PW1674 in the 2023-24 Capital Improvement Program budget.It is important to note that the City has adopted the 2021 Edition of the StandardSpecifications for Public Works Construction (“Greenbook”) as part of the originalagreement. Under the Greenbook, change orders for the amount contemplated inAmendment No. 2 are permitted without bidding considerations so long as both City andcontractor agree.After the full installation of the cameras and access control systems, it was determined thatadditional coverage and more access control points were needed. Staff is now requestingCity Council approval for Amendment No. 3, which includes the purchase and installationof additional equipment to expand the Access Control and CCTV Surveillance systems,totaling $1,740,485.59. However, the original agreement includes a $150,000 allowance foradditional services, which has not yet been used. As a result, Johnson Controls isproviding the City with a $150,000 credit, reducing the cost of Amendment No. 3 to$1,590,485.59. If approved, Amendment No. 3 will increase the total contract amount from$6,511,836.44 to $8,102,322.03.V.FISCAL IMPACTNo fiscal impact. The funding is budgeted in the FY 2024-2025 budget.VI.EXHIBITS1. Proposed Amendment No. 3 to contract with Johnson Controls, Inc. (pgs.4-14)2. Cost Proposal of Installation (pgs.15-18)3. Original Contract No. 23-083 (pgs. 19-72)4. Amendment No. 1 to contract No. 23-083 and Resolution No. 23-180 (pgs.74-82)5. Amendment No. 2 to contract No. 23-083 and Resolution No. 23-195 (pgs.83-93)Prepared by:Nora Garcia, Emergency Services ManagerCITY OF CARSON Printed on 9/9/2024Page 3 of 3powered by Legistar™

STAFF REPORT FILE# 2024-0662

Please note that in an effort to go green, the exhibits listed below are available on the city’s website online and can be accessed via this link:
hhttps://cason.legistar.com/Calendar.aspx

CONSIDER APPROVAL OF AMENDMENT NO. 3 TO THE JOHNSON CONTROLS, INC., CONTRACT (C23-083) FOR CAPITAL IMPROVEMENT PROJECT PW1674 TO

PROVIDE A COMPLETE INSTALLATION OF ADDITIONAL MATERIAL ALLOWING

FOR EXPANSION OF THE NEW ACCESS CONTROL AND CCTV SURVEILLANCE

SYSTEM (CITY COUNCIL)

EXHIBITS

3. Original Contract No. 23-083 (pgs. 19-72)

4. Amendment No. 1 to contract No. 23-083 and Resolution No. 23-180 (pgs.74-82)

5. Amendment No. 2 to contract No. 23-083 and Resolution No. 23-195 (pgs.83-93)

CITY OF CARSON

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Attachments
Agenda File ID #2024-0772.pdf
701 East Carson Street

CITY OF CARSON
701 E. Carson St.

File #: 2024-0772, Version: 1
Report to Mayor and City Council
Tuesday, September 17, 2024
Consent
SUBJECT:

CONSIDERATION OF APPROVAL OF CONTRACT FOR MIMECAST SOFTWARE

LICENSES, MAINTENANCE, AND SUPPORT WITH GENERAL DATATECH, LP DBA

GDT, LP (CITY COUNCIL)
I. SUMMARY
The City requires Mimecast software licenses, maintenance, and support for reduction of email cybersecurity threats including security protection from spam, viruses, malware through scans of City emails, attachments, and URLs to prevent ransomware, phishing, and spear-phishing attacks. With the pending expiration of the City’scurrent service term, Staff is requesting City Council to consider approval of a new Contract with General Datatech, LP DBA GDT, LP to provide Mimecast software licenses, maintenance, and support under the State of California Cooperative Purchasing Program.

Staff is requesting City Council to consider approval of a Contract with General Datatech, LP DBA GDT, LP to provide Mimecast software licenses, maintenance, and support under the NASPO Cooperative Purchasing Program, for a total amount of $249,348.27 over a 3- year term, with an initial year amount of $85,168.47 and $82,089.90 for the second and third years.

II. RECOMMENDATION

1. APPROVE a contract with General Datatech, LP DBA GDT, LP for Mimecast software licenses, including software maintenance, and software support for a total contract amount not to exceed $249,348.27, for a term of 3 years; and

2. AUTHORIZE the Mayor to execute the contract after approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate and consistent with the CITY OF CARSON Printed on 9/11/2024Page 1 of 3
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1 File #: 2024-0772, Version: 1
requirements of the City’s Purchasing Ordinance.

IV. BACKGROUND
The City requires Mimecast Software Licenses for email security protection from spam, viruses, and malware. As a component of the City’scybersecurity posture, City staff seek to ensure continuance of the City’s Mimecast software license upon expiration of the existing service term. Staff received competitive pricing from General Datatech, LP DBA GDT, LP under the NASPO Cooperative Purchasing Program.

Section 2611(g) of the City’sMunicipal Code (CMC) allows City, through its Purchasing Manager, to dispense with competitive bidding processes to purchase materials, supplies, equipment, or services by utilizing a cooperative purchasing program engaged in by any local, county, State, or Federal public entity or entities, even if the contracts and implementing agreements entered into by the participating entity or association under those cooperative purchasing programs were not entered into pursuant to a process that resulted in the contract being awarded to the lowest responsible and responsive bidder under CMC 2610(i); provided, that the selected bidder was selected in compliance with the competitive bidding or proposal process requirements of any participating entity or association within three years of City’sapproval of the City contract entered into with the selected bidder via cooperative purchasing. The City Council has made a determination that the benefits to City of utilizing cooperative purchasing outweigh any incremental higher price that may be paid by City in certain instances as a result of not soliciting directly utilizing the lowest responsible and responsive bidder standard under CMC 2610(i).

The State of California is part of a NASPO cooperative purchasing program through which it entered into a contract with Carasoft Technology Corporation, and Carasoft Technology Corporation authorized resellers including General Datatech, LP DBA GDT, LP, referred to as the State of California Participating Addendum Number 7-17-70-40-05 and Utah NASPO ValuePoint Master Agreement Number AR2472, after engaging in a competitive bidding process, whereby it now receives Mimecast licenses at a significantly discounted rate. The City’s Purchasing Manager has determined that the competitive bidding or proposal process utilized by the State of California complies with the requirements of Section 2611(g) of the CMC and has therefore, waived the formal bidding process for procurement of the Mimecast licenses.

City staff seeks approval from City Council of a contract with General Datatech, LP DBA GDT, LP for total amount not to exceed $249,348.27 for a term of three (3) years.

V. FISCAL IMPACT
The cost associated with the 3-year contract with General Datatech, LP DBA GDT, LP is not to exceed the amount of $249,348.27. The first-year costs for software licenses, including maintenance and support, is for a total of $85,168.47.

The total cost of $85,168.47 for the initial year of software licensing, including maintenance, and support is included in the current Information Technology & Security CITY OF CARSON Printed on 9/11/2024Page 2 of 3
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2 File #: 2024-0772, Version: 1
maintenance, and support is included in the current Information Technology & Security Department FY2024-25 budget. Software licensing, maintenance and support will be included in the proposed FY2025-26 and subsequent fiscal year budgets.

Fiscal Year Amount Account Number
FY2024-25 $85,168.47 101-54-520-101-6020
FY2025-26 $82,089.90 101-54-520-101-6020
FY2026-27 $82,089.90 101-54-520-101-6020
Total $249,348.27 101-54-520-101-6020
VI. EXHIBITS

1. Contract with General Datatech, LP DBA GDT, LP. (pgs. 4 - 35)

2. Purchasing Waiver. (pgs. 36 - 37)
Prepared by: Gary Carter, Director, Information Technology&Security Department CITY OF CARSON Printed on 9/11/2024Page 3 of 3
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3 EXHIBIT NO. 1

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and

GENERAL DATATECH, LP DBA GDT, LP
4 01007.0001/644685.1 -1-

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

GENERAL DATATECH, LP DBA GDT, LP
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this _____ day of ________________, 2024 by and between the CITY OF CARSON, a California municipal corporati on (“City”) and GENERAL DATATECH, LP DBA GDT, LP a Texas limited partnership authorized to conduct business in California (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. Section 2611(g) of the City’s Municipal Code allows City, through its Purchasing Manager, to dispense with competitive bidding processes to purchase materials, supplies, equipment, or services by utilizing a cooperative p urchasing program engaged in by any local, county, State, or Federal public entity or entities, provided that the Purchasing Manager makes a determination that the proposed procurement complies with the requirements of Section 2611(g) after engaging in certain due diligence requirements.

B. The National Association of State Procurement Officials ( “NASPO”) is part of a cooperative purchasing program through which it entered into a contract with Consultant after engaging in a competitive bidding process, whereby it now receives cloud-based Mimecast email security software subscriptions at a significantly discounted rate. The City’s Purchasing Manager has determined that the competitive bidding or proposal process utilized by NASPO complies with the requirements outlined in Section 2611(g).

C. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

D. Pursuant to the City of Carson’s Municipal Code, City has authority to enter into and execute this Agreement.

E. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
5 01007.0001/644685.1 -2-
ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducemen t to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and sha ll indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement , Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve 6 01007.0001/644685.1 -3-
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, pr ior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proc eed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the ri ght at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjust ments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein 7 01007.0001/644685.1 -4-
by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two-Hundred Forty-Nine Thousand, Three-Hundred Forty-Eight Dollars and Twenty-Seven Cents ($249,348.27) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials ba sed upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Offi cer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably dee med necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, ma terials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for perform ance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 9 01007.0001/644685.1 -6-

3.4 Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Carl McKinney Account Executive
(Name) (Title)

(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devot ing sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consulta nt’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligatio n, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights. 10 01007.0001/644685.1 -7-

4.3 Contract Officer.

The Contract Officer shall be Gary Carter, Director of Info rmation Technology and Security. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or ho urs of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shal l not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to en ter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest he rein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, in cluding any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elect ed and appointed officers, employees and agents of City:
11 01007.0001/644685.1 -8-
(a) General Liability Insurance ( Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker’s Compensation Insurance . A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuri es or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement, with Employer’s Liability insurance coverage limits of at least $1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 01 including “any auto” and endorsement CA 0025 or equivalent) . A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completi on of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endo rsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all require d insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providi ng the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY

ADVANCE WRIT TEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is b rought, except with respect to the limits of the insurer’s liability.

Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which 13 01007.0001/644685.1 -10-
the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant’s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion o f the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Secti on 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabiliti es whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perfo rm the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, incl uding but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This 14 01007.0001/644685.1 -11-
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the perf ormance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claim s and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The i ndemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A-” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Ma nager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or d ecreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and r ecords if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the perf ormance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of 15 01007.0001/644685.1 -12-
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cos t of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “d ocuments and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documen ts or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemni ty from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct. 16 01007.0001/644685.1 -13-
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery req uests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpret ed, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the t imeframe in which Consultant may cure the default.

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the defau lt, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Con sultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear 17 01007.0001/644685.1 -14-
to be the basis for a claim of lien, City may wit hhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Consultant s hall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or reme dies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any defaul t, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder ex cept such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer 18 01007.0001/644685.1 -15-
thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set -off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be grante d, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or p rincipal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further co venants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
19 01007.0001/644685.1 -16-
No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in v iolation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender , sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq. , as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Car son, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 20 01007.0001/644685.1 -17-

9.3 Counterparts.

This Agreement may be executed in any number of counterparts and eac h of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Agreement.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement s upersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless m ade in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such 21 01007.0001/644685.1 -18-
payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
22 01007.0001/644685.1 -19-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[rjl]
CONSULTANT:

GENERAL DATATECH, LP DBA GDT, LP., a
Texas limited partnership

By:

Name:

Title:

By:

Name:

Title:

Address: 3140 Commonwealth Drive, #440
Dallas, TX 75247
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financi al Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. 23 01007.0001/644685.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on t he document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. 24 01007.0001/644685.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

SCOPE OF SERVICES
I. Consultant will procure for the City the following Software Licenses, Maintenance and Support Services:

A. Qty ( 900) Perimeter Defense Plan CLDS Perimeter Protection to Safeguard A Mimecast Part#M_PERM-DEF_250_A
B. Qty (900) Mimecast C1 CLDS Mimecast Part# M_C1_250_A C. Qty (900) Mimecast A1 CLDS Mimecast Part# M_A1_250_A D. Qty (900) Add On – Sync and Recover for Exchange and Office 365 Mimecast Part# M_ADD-SREO365_250_A
E. Qty (50) Add On – Large File Send (Per User) - Annual Mimecast Part# M_SADD- LFS_1_A
F. Qty ( 50) Add On – Secure Messaging – Annual Mimecast Part# M_SADD- SM_50_A
G. Qty (1) Advanced Support – Annual Subscription Mimecast Part# M_SUP-ADV- SP_1_A
H. Qty (1) Processing Mimecast Part# PROCESSING FEE

26 01007.0001/644685.1 C-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(new text shown in bold italics, deleted text in strikethrough) I. Section 2.4 (Invoices) of the Agreement is hereby amended to read in its entirety as follows:
“2.4 Invoices.

Each year month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding year month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.”
II. Section 3.4 (Term) of the Agreement is hereby amended to read in its entirety as follows:
“3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agre ement, this Agreement shall continue in full force and effect until completion of the services but not exceeding threeone (31) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).”
III. Section 5.1 (Insurance Coverages) of the Agreement is hereby amended to read in its entirety as follows:
“5.1 Insurance Coverages.

During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.”
IV. The first paragraph of Section 5.3 (Indemnification) of the Agreement is hereby amended to read in its entirety as follows:
“5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened 28 01007.0001/644685.1 C-3
(herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with Consultant’s breach of any warranties or representations, the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agent s, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performa nce of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:”
V. A new Section 5.5 (Intellectual Property Representation and Warranty ) is hereby added to the Agreement to read in its entirety as follows:
“5.5 Intellectual Property Representation and Warranty.

Consultant represents and warrants that it possesses full authority to procure the subscriptions and licenses described in the Scope of Services and permit City to use all intellectual property associated therewith during the Term and any extension thereof.” VI. A new Section 7.10 (Survival of Payment Obligations) is hereby added to the Agreement to read in its entirety as follows:
“7.10 Survival of Payment Obligations.

Notwithstanding any termination of this Agreement, the terms and conditions of the Agreement will continue to apply to all open Purchase Orders and/or Statements of Work until their completion. Unless otherwise set forth in the applicable PO or SOW, order s for Products (including software and corresponding maintenance and support) are noncancellable and a termination event does not relieve the City from any outstanding payment obligations.” VII. A new Section 7.11 (Limitation on Warranties) is hereby added to the Agreement to read in its entirety as follows:
“7.11 Limitation on Warranties.

Notwithstanding anything to the contrary set forth in th is Agreement between Consultant and the City:
(a) Consultant is solely acting in the capacity of a value added reseller and is reselling/acquiring third party products and/or licenses for the City. Consultant does not have authority to bind the OEM/licensor, to assume or create any obligation, to enter into any agreements, or to make any warranties or representations on behalf of the OEM/licensor. All use of the products/licenses shall be governed by ordinary terms and conditions for such products/licenses (a “ EULA”) unless the City has a direct agreement in place with the OEM/licensor that extends to products/licenses the City acquires from a reseller, and any and all rights to use the products/licenses shall be granted solely by the OEM/licensor. Consultant is not permitted to add or vary any terms or conditions in the provision of the products/licenses to end user customers or make any warranties on behalf of the OEM/licensor. Title for any products will pass directly from OEM to the City. All product returns are subject to OEM 29 01007.0001/644685.1 C-4
terms and conditions. All intellectual property warranties, indemnification or sup port shall be directly between the City and the OEM/licensor.
(b) Product return policies and shipment terms and conditions are governed by the terms and conditions in the EULA or in the agreement between the City and OEM/licensor.

Consultant is not authorized to modify OEM/licensor return policies or shipping terms. Orders for any third party products and/or licenses placed prior to notifying Consultant of a termination, whether for cause or for convenience, are non -cancellable. Any fees for OEM maintenance or support services are non -refundable.
(c) Consultant will provide a copy of the equipment warranty and/or end user software license agreement issued or provided by the OEM/licensor of said product upon request by the City. Consultant makes no in dependent warranty with respect to any such Products and provides no independent license with respect to any software. Notwithstanding the preceding sentence, to the extent permitted by the applicable OEM/licensor any OEM/licensor warranty provided on the Products or Software or to Consultant by the vendor of such product and/or software shall be assigned to the City upon the sale of such products/licenses to the City. (d) NEITHER CONSULTANT NOR ITS SUPPLIERS EXTEND ANY

WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EITHER TO THE

CITY OR TO THIRD PARTIES, FOR ANY PRODUCTS PROVIDED TO THE CITY UNDER

THIS AGREEMENT OR ANY ASSOCIATED OR INCORPORATED AGREEMENT, INCLUDING ANY ORDER. THE CITY AGREES TO LOOK SOLELY TO THE

MANUFACTURER FOR ITS WARRANTY AND ANY EXCLUSIVE REMEDIES WITH RESPECT TO ANY PRODUCTS COVERED BY THIS AGREEMENT. NEITHER

CONSULTANT NOR ITS SUPPLIERS SHALL BE LIABLE TO THE CITY OR TO ANY

THIRD PARTY FOR ANY INTERRUPTION IN SERVICE OF ANY HARDWARE,

SOFTWARE OR SYSTEM, OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL

DAMAGES, OR FOR ANY LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE CITY’S USE OF (OR INAB ILITY TO USE) OR A THIRD PARTY’S

UNAUTHORIZED USE OF SUCH PRODUCTS, EITHER SEPARATELY OR IN

COMBINATION WITH OTHER EQUIPMENT, OR FOR COMMERCIAL LOSS OF ANY

KIND, REGARDLESS OF WHETHER THE CITY OR ITS SUPPLIERS AND AGENTS HAVE BEEN ADVISED OF SUCH POSSIBILITY.”
VIII. A new Section 7.12 (Limitation of Liability) is hereby added to the Agreement to read in its entirety as follows:
“7.13 Limitation of Liability.

NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY,

THE CUMULATIVE AGGREGATE LI ABILITY OF CONSULTANT FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, ATTORNEYS’ FEES, OR DAMAGES

FOR ANY CAUSE WHATSOEVER (INCLUDING BUT NOT LIMITED TO THOSE ARISING

OUT OF OR RELATED TO THE AGREEMENT OR ANY RELATED AGREEMENT) AND

REGARDLESS OF TH E FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT 30 01007.0001/644685.1 C-5

LIABILITY, NEGLIGENCE, UNDER ANY STATUTE, OR OTHERWISE, SHALL BE

LIMITED TO THE REPAIR, REPLACEMENT OR CORRECTION OF HARDWARE OR

SOFTWARE OR, IF CONSULTANT REASONABLY DETERMINES IN ITS SOLE

DISCRETION THA T SUCH REMEDY IS NOT ECONOMICALLY OR TECHNICALLY FEASIBLE, TO THE AMOUNT THAT IS FIVE (5) TIMES THE CONTRACT SUM.”

31 01007.0001/644685.1 C-6
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall procure the following products and/or services for the City at the following rates:

SERVICES RATE SUB-BUDGET
One-Time Software
Licenses, Maintenance, and
Support for 3-Year Term
$249,348.27 $249,348.27

A breakdown of the foregoing costs is provided below:

Item
No. SKU Description of Items
Unit of
Measure QTY
Unit Price in
Figures Total
1 M_PERM-
DEF_250_A
Perimeter Defense Plan
CLDS Perimeter
Protection to Safeguard
A: Year 1 EA
900
$ 24.91 $ 22,419.00
2 M_C1_250_A Mimecast C1 CLDS :

Year 1 EA 900 $ 19.78 $ 17,802.00
3 M_A1_250_A Mimecast A1 CLDS: Year
1 EA
900
$ 31.40 $ 28,260.00
4 M_ADD-
SREO365_250_
A
Add On – Sync and
Recover for Exchange
and Office 365: Year 1 EA
900
$ 10.35 $ 9,315.00
5 M_SADD-
LFS_1_A
Add On – Large File Send
(Per User) – Annual: Year
1 EA
50 $ 7.67 $ 383.50
6 M_SADD-
SM_50_A
Add On – Secure
Messaging – Annual:

Year 1 EA
50 $ 7.67 $ 383.50
7 M_SUP-ADV-
SP_1_A
Advanced Support –
Annual Subscription :

Year 1 EA
1 $ 3,526.
90 $ 3,526.90
8 PROCESSING FEE
NASPO Processing Fee :

Year 1 EA 1 $ 3,078.57 $ 3,078.57
9 M_PERM-
DEF_250_A
Perimeter Defense Plan
CLDS Perimeter EA 900 $ 24.91 $ 22,419.00 32 01007.0001/644685.1 C-7
Protection to Safeguard
A: Year 2
10 M_C1_250_A Mimecast C1 CLDS:

Year 2 EA 900 $ 19.78 $ 17,802.00
11 M_A1_250_A Mimecast A1 CLDS: Year
2 EA 900 $ 31.40 $ 28,260.00
12 M_ADD-
SREO365_250_
A
Add On – Sync and
Recover for Exchange
and Office 365: Year 2 EA
900
$ 10.35 $ 9,315.00
13 M_SADD-
LFS_1_A
Add On – Large File Send
(Per User) – Annual: Year
2 EA
50 $ 7.67 $ 383.50
14 M_SADD-
SM_50_A
Add On – Secure
Messaging – Annual:

Year 2 EA
50 $ 7.67 $ 383.50
15 M_SUP-ADV-
SP_1_A
Advanced Support –
Annual Subscription:

Year 2 EA
1 $ 3,526.
90 $ 3,526.90
16 M_PERM-
DEF_250_A
Perimeter Defense Plan
CLDS Perimeter
Protection to Safeguard
A: Year 3 EA
900
$ 24.91 $ 22,419.00
17 M_C1_250_A Mimecast C1 CLDS:

Year 3 EA 900 $ 19.78 $ 17,802.00
18 M_A1_250_A Mimecast A1 CLDS: Year
3 EA 900 $ 31.40 $ 28,260.00
19 M_ADD-
SREO365_250_
A
Add On – Sync and
Recover for Exchange
and Office 365: Year 3 EA
900
$ 10.35 $ 9,315.00
20 M_SADD-
LFS_1_A
Add On – Large File Send
(Per User) – Annual: Year
3 EA
50 $ 7.67 $ 383.50
21 M_SADD-
SM_50_A
Add On – Secure
Messaging – Annual:

Year 3 EA
50 $ 7.67 $ 383.50
22 M_SUP-ADV-
SP_1_A
Advanced Support –
Annual Subscription:

Year 3 EA
1 $ 3,526.
90 $ 3,526.90
23 Sales Tax@ 10.25% LS 1 $ 0.00 $ 0.00

33 01007.0001/644685.1 C-8
Year 1: $85,168.47
Year 2: $82,089.90
Year 3: $82,089.90
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items describing the services or work performed; for one-time services include the number of employees on the project, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

IV. The total compensation for the Services shall not exceed $ 249,348.27 as provided in Section 2.1 of this Agreement.
34 01007.0001/644685.1 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall procure the following for the City:

Service Start Date Days to Perform
Software Licenses,
Maintenance, and
Support for 3-Year
Term
No Later than (7) Days after
Contract Execution
3 Years

II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

35 City of Carson
Purchasing Division
701 E. Carson Street
Carson, CA 90745
(310) 952-1758

Purchasing Waiver
In compliance with Chapter 6 (Purchasing System) of Article II (Administration) of the Carson Municipal Code (CMC), Staff are seeking to exercise waiver of the following requirements (check all that apply):
☒(A) Formal Bidding (Section 2611)
☐ (B) Written Contract (Section 2605(1)(iii))

If (A) is selected above, please select the exception being exercised for this purchase:
☐ (d) Emergency Purchasing (Section 2611(d))
☐ (e) Sole Source Purchasing (Section 2611(e))
☐ (f) Piggyback Purchasing (Section 2611(f))
☒(g) Cooperative Purchasing (Section 2611(g))
☐ (i) Other Purchase Exceptions (Section 2611(i)(1) through 2611(i)(18))

If (e) or (f) are selected above, please specify the contract number, awarding agency, and other contracting parties being exercised for this purchase:

NASPO / Carahsoft Master Agreement #AR2472 | State of California Participating Addendum No. 7-17-70-40-05
Req # (if available):N/A
Vendor Name: General Datatech, LP DBA GDT , LP

Formal bidding and/or a written contract would normally be required because the purchase is for an amount $75,000 or more; here, the amount is $249,348.27

Written justification or summary of purchase.

GDT, an Authorized Reseller for Carahsoft Technology Corporation, will provide the City's Mimecast Software Licenses for email security protection from spam, viruses, and malware, a critical component of the City's cybersecurity.

Purchasing:

Josilla Togiola, Purchasing Manager
Authorized Department Staff:

Name/Title: Gary Carter
9/9/2024 Date: 9/9/2024

*Attach all relative applicable documents including, but not limited to vendor quote, statement of sole source justification on vendor letterhead, relative contract agreements for piggybacking or cooperative purchasing exceptions, etc. **Attach a copy of the fully executed waiver to the corresponding requisition.

Docusign Envelope ID: E921295F-933C-4BE1-8F57-EC6F714E5938 3637
City of Carson
Purchasing Division
701 E. Carson Street
Carson, CA 90745
(310) 952-1758

If (e) or (f) are selected above, please specify the contract number, awarding agency, and other contracting parties being exercised for this purchase:

NASPO / Carahsoft Master Agreement #AR2472 | State of California Participating Addendum No. 7-17-70-40-05
Req # (if available):N/A
Vendor Name: General Datatech, LP DBA GDT , LP

Formal bidding and/or a written contract would normally be required because the purchase is for an amount $75,000 or more; here, the amount is $249,348.27

Written justification or summary of purchase.

Purchasing:

Josilla Togiola, Purchasing Manager
Authorized Department Staff:

Name/Title: Gary Carter
9/9/2024 Date: 9/9/2024

Docusign Envelope ID: E921295F-933C-4BE1-8F57-EC6F714E5938 3637

CITY OF CARSON

File #: Version:

This topic was imported from Granicus. Please See Attachments

Attachments
Agenda ID No. 2024-0778 (RingCentral).pdf
701 East Carson Street

CITY OF CARSON
701 E. Carson St.

File #: 2024-0778, Version: 1
Report to Mayor and City Council
Tuesday, September 17, 2024
Consent
SUBJECT:

CONSIDERATION OF APPROVAL OF CONTRACT FOR RING CENTRAL UNIFIED

COMMUNICATION SOFTWARE LICENSES, MAINTENANCE, AND SUPPORT WITH RINGCENTRAL, INC. (CITY COUNCIL)
I. SUMMARY
The City requires Ring Central software licenses, maintenance, and support to provide a modern cloud-based unified communications service for staff including enterprise-class voice, fax, call handling, mobile apps, and bring-your-own-device (BYOD) capability that integrates with enterprise applications such as Microsoft Teams. The cloud-based unified communications services provide extension to extension calling, the ability to make and receive calls to and from the public switched telephone network (PSTN) and may be accessed from a variety of user devices including laptops, smartphones, desktops, and IP Desk Phones. The upgrade of our unified communications platform to Ring Central will enable City staff to utilize all City voice services regardless of their location, in the office, mobile operation center, or temporary assigned work location while providing a seamless customer experience to the public. Staff is requesting City Council to consider approval of a new Contract with RingCentral, Inc. to provide Ring Central software licenses, maintenance, and support under the State of California Cooperative Purchasing Program.

Staff is requesting City Council to consider approval of a contract with RingCentral, Inc. to provide Ring Central unified communication software licenses, maintenance, and support under the NASPO Cooperative Purchasing Program, for a total amount of $238,955.40 over a 5-year term, with an initial year amount of $47,791.08 and $47,791.08 for each renewal year.

II. RECOMMENDATION

1. APPROVE a contract with RingCentral, Inc. for Ring Central unified communication software licenses, including software maintenance, and software support for a total contract amount not to exceed $238,955.40, for a term of 5 years; and

2. AUTHORIZE the Mayor to execute the contract after approval as to form by the CityCITY OF CARSON Printed on 9/12/2024Page 1 of 3 powered by Legistar™
1 File #: 2024-0778, Version: 1

2. AUTHORIZE the Mayor to execute the contract after approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate and consistent with the requirements of the City’s Purchasing Ordinance.

IV. BACKGROUND
The City requires Ring Central Unified Communications Software Licenses for a modern enterprise-class voice, fax, call handling, mobile apps, and bring-your-own-device (BYOD) capability to make and receive calls to and from the public, making extension-to-extension internal calls, and for the software to be accessible from a variety of user devices including laptops, smartphones, desktops, for enabling a mobile workforce. City staff seek approval of a contract to implement the City’sRing Central software licenses upon expiration of the existing service term. Staff received competitive pricing from RingCentral, Inc. under the NASPO Cooperative Purchasing Program.

The State of California is part of a NASPO cooperative purchasing program through which it entered into a contract with Quest Media & Supplies, Inc., and Quest Media & Supplies, Inc. authorized resellers including RingCentral, Inc., referred to as The State of California Participating Addendum Number# 7-17-70-40-03 and California NASPO ValuePoint Master Agreement Number#AR2505, after engaging in a competitive bidding process, whereby it now receives Ring Central licenses at a significantly discounted rate.

The City’sPurchasing Manager has determined that the competitive bidding or proposal process utilized by the State of California complies with the requirements of Section 2611 (g) of the CMC and has therefore, waived the formal bidding process for procurement of the Ring Central licenses.

The City and RingCentral, Inc. seek approval from City Council to execute a contract for total amount not to exceed $238,955.40 for a maximum term of five (5) years.

CITY OF CARSON Printed on 9/12/2024Page 2 of 3
powered by Legistar™
2 File #: 2024-0778, Version: 1
V. FISCAL IMPACT
The cost associated with the 5-year contract with RingCentral, Inc. is not to exceed the amount of $238,955.40. The first-year costs for software licenses, including maintenance and support, is for a total of $47,791.08.

The total cost of $47,791.08 for the initial year of software licensing, including maintenance, and support is included in the current Information Technology & Security Department FY2024-25 budget. Software licensing, maintenance and support will be included in the proposed FY2025-26 and subsequent fiscal year budgets.

Fiscal Year Amount Account Number
FY2024-25 $47,791.08 101-54-520-101-6020
FY2025-26 $47,791.08 101-54-520-101-6020
FY2026-27 $47,791.08 101-54-520-101-6020
FY2027-28 $47,791.08 101-54-520-101-6020
FY2028-29 $47,791.08 101-54-520-101-6020
Total $238,955.40 101-54-520-101-6020
VI. EXHIBITS

1. Contract with RingCentral, Inc.

2. Order Form

3. Purchasing Waiver
Prepared by: Gary Carter, Director, Information Technology&Security Department CITY OF CARSON Printed on 9/12/2024Page 3 of 3
powered by Legistar™
3 01007.0001/1006393.3
Initial Order Form Page 1 of 1
.

MASTER SERVICES AGREEMENT
This Master Services Agreement is effective as of the date of last signature (“Effective Date”) and made between:

Northwest Allen County Schools (“Customer”) RingCentral, Inc. (“RingCentral’) Address: Address:
13119 Coldwater Rd
Fort Wayne, IN 46845
20 Davis Drive
Belmont, CA 94002
By: \RCsign1\ By:
<# <Image Select="//Internal_Signature"
Optional="true" Width=”2” Height=”1”/> #>
Name: \RCname1\ Name: Stacy Schwartz
Title: \RCtitle1\ Title: VP U.S. Public Sector & Education Date: \RCdate1\ Date: \RCdate1\
RingCentral and Customer are together referred to as the “Parties” and each individually as a “Party.”

1. This Master Services Agreement is issued pursuant to the California Cooperative Agreement, Contract No. 7-17-70-40-03, Contractor Name: Quest Media & Supplies, Inc. (the “Participating Addendum” or “PA”). The PA incorporates into it the terms and conditions of the NASPO -ValuePoint / Quest Cooperative Agreement Number AR2505 for Cloud Solutions, found at:
https://www.naspovaluepoint.org/portfolio/cloud-solutions-2016-2026/quest-media-supplies-inc/. RingCentral, Inc is named among the Fulfillment Partners/Authorized Resellers set out in Section 9 of th e PA, with Ordering Agency ordering through the California State-Approved Authorized Reseller:

Quest Media & Supplies, Inc.
c/o RingCentral, Inc.
20 Davis Drive
Belmont, CA 94002
The Master Services Agreement (“Agreement”) consists of the terms and conditions contained herein, and any Service Attachments applicable to Customer’s Services, and any other Attachments agreed by the Parties, are incorporated into and form a part of this Agreement.

Exhibit A – Definitions
Attachment A – RingEX Services
Attachment B – Service Level Agreement for RingEX Services Attachment C – Security Addendum
Attachment D – Online Terms
Attachment E – Public Sector Entity’s Terms & Conditions Required by Statute THE PARTIES AGREE AS FOLLOWS:

2. Ordering and Term
A. Ordering Services. Customer may order the Services set forth in the relevant Attachments, attached hereto, by executing an Order Form in the format provided by RingCentral. Customer must submit the Order Form to RingCentral either in writing or electronically via the Adminis trative Portal. The Order Form will identify the Services requested by Customer together with: (i) the price for each Service; (ii) scheduled Start Date; (iii) and products rented, licensed, or sold to Customer, if any. An Order 4 EXHIBIT NO. 1
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Form will become binding when it is executed by the Customer and accepted by RingCentral. RingCentral may accept an Order Form by commencing performance of the requested Services. The Services and invoicing for those Services will begin on the Start Date, as identified in the applicable Order Form or on the day Services are ordered via the Administrative Portal. Customer may purchase additional Services, software, and equipment via the Administrative Portal or by executing additional Order Forms.

B. Equipment. Subject to availability based on brand and Customer location, Customer may purchase or rent equipment from RingCentral for use with the Services. The terms and conditions that govern any such transaction can be found at:
i. Purchase: http://www.ringcentral.com/legal/ringcentral-hardware-terms-conditions.html:
ii. Rental: http://www.ringcentral.com/legal/lease-rental.html, and iii. Device as a Services: https://www.ringcentral.com/legal/daas-agreement.html.

C. Term of this Agreement . The Term of this Agreement will commence on the Start Date (as defined in the Order Form), and continue for the period of time specified in that Order Form, which is five (5) years, unless terminated earlier in accordance with its terms.

D. Services Term. The Services Term will begin on the Start Date of the initial Order Form and continue for the initial term set forth in the initial Order Form (“Initial Term”). The Term of any recurring Services added to your Account after the initial Order Form is executed will start on the Start Date in the applicable Order Form, will run coterminously with the then -current Term of any preexisting Services unless otherwise extended in the applicable Order Form, and will be invoiced on the same billing cycles as the preexisting Services.

E. Onlne Terms. RingCentral is willing to attach a copy of the RingCentral, Inc. Terms and Conditions of Sale of Hardware, RingCentral Phone Rental Agreement, RingCentral Device as a Service Rental Agreement, RingCentral Technical Sufficiency Criteria, RingCentral Acceptable Use Policy, RingCentral Emergency Services Policy, RingCentral Numbering Policy, and RingCentral Data Processing Addendum (together, the “Online Terms”), as they exist as of the Effective Date of the Agreement, in hardcopy form to the Agreement, with the understanding that: (i) they are presented here as a convenience to Customer; and (ii) in the event of a change in such Online Terms subsequent to the Effective Date of the Agreement, such changed Online Terms shall replace and supersede those set out in Attachment D to this Agreement.

3. Invoicing and Payment
A. Prices and Charges. All prices are identified in US dollars on the Administrative Portal or in the applicable Order Form unless otherwise agreed by the Parties. Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases ad ditional Services or equipment. Customer will be liable for all charges resulting from use of the Services on its Account. Unless otherwise agreed between the Parties, recurring charges (such as charges for Digital Lines, product licenses, minute bundles, and equipment rental fees) for the Services begin on the Start Date identified in the Administrative Portal or in the applicable Order Form and will remain in effect for the Initial Term (as described in an Order Form) or, if applicable, the then -current Renewal Term. RingCentral will provide notice of any proposed increase in such charges no later than sixty (60) days before the end of the Initial Term or then-current Renewal Term, and any such increase will be effective on the first day of the next Renewa l Term. Administrative Fees that RingCentral is entitled to pass on to its customers as a surcharge pursuant to applicable Law may be increased on thirty (30) days’ written notice. Outbound calling rates will be applied based on the rate in effect at the time of use. Customer may locate the currently effective rates in the Administrative Portal.

B. Invoicing and Payment. Invoices will be issued in accordance with the payment terms set forth in the Order Form. If Customer chooses to pay by credit or debit car d, by providing a valid credit or debit card, Customer is expressly authorizing all Services and equipment charges and fees to be charged to such payment card, including recurring payments billed on a monthly or annual basis. In addition, Customer’s provid ed credit card shall be used for any in -month purchases of additional services and products, or where Customer has exceeded usage or threshold limits, any overage charges. Unless otherwise stated in the applicable Order Form, recurring charges are invoiced in advance in the frequency set forth in the Order Form, and usage-based and onetime charges are billed monthly in arrears. Customer shall make payment in full, without deduction or set-off, within forty- five (45) days of the invoice date. Any payment not made when due may be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month or (ii) if applicable, the highest rate allowed by Law. In no event may payment be subject to delays due to Customer internal purchase order process.

C. Taxes. All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided. If any withholding tax is levied on the payments, then Customer must increase the sums paid to RingCentral so that the amount received by RingCentral after the withholding tax is deducted is the full amount RingCentral would have received if no withholding or deduction had been made. If Customer is a tax -exempt entity, tax exemption will take effect upon provision to and validation by RingCentral of certificate of tax exemption.

D. Billing Disputes. If a Customer reasonably and in good faith disputes any portion of RingCentral’s invoice, it must provide written notice to RingCentral within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed. Customer’s dispute as to any portion of the invoice will not excuse Customer’s obligation to timely pay the undisputed portion of the invoice. Upon resolution, Customer must pay any validly invoiced unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future i nvoices. Customer will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement.

4. Provision of the Service
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A. General Terms . RingCentral will provide the Services as described in the relevant Service Attachment. RingCentral may enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or security of the Services during the Term without Customer’s consent.

B. Customer Care
i. Customer must provide Helpdesk Support to Customer’s End Users. RingCentral may require Customer’s Helpdesk Support personnel to complete a designated series of training courses on RingCentral ’s Services. Such training will be provided to Customer online in English at no cost.
ii. RingCentral will make remote support available to Customer’s Helpdesk Support personnel and/or Account Administrators via the Customer Care call center, which will be available 24/7, to attempt to resolve technical issues with, and answer questions regarding the use of the Services. Unless otherwise agreed by the parties, Customer Care support will be provided in English, and onsite and implementation services are not included in the Customer Care support. iii. Customer may open a case with Customer Care following the proce ss in place at the time. Any individual contacting Customer Care on behalf of Customer must be authorized to do so on behalf of the Account and will be required to follow applicable authentication protocols.

C. Professional Services . RingCentral offers a broa d portfolio of professional services that includes onsite and remote implementation services; extended enterprise services including premium technical support; and consulting. Any such services are governed by this Agreement, the Professional Services terms, and any applicable Statement of Work (SOW), which may be attached hereto.

D. Advanced Support. Customer may purchase Advanced Support services from RingCentral for use with the Services. The terms and conditions that govern the Advanced Support can be found at: https://www.ringcentral.com/legal/enterprise-service- attachment.html.

E. Managed Services. Customer may purchase Managed Services from RingCentral for use with the Services. The terms and conditions that govern the Managed Services can be found at: https://www.ringcentral.com/legal/managed-services- attachment.html.

F. Subcontracting. RingCentral may provide any of the Services hereunder through any of its Affiliates or subcontractors, provided that RingCentral will bear the same degree of responsibility for acts and omissions for those subcontractors acting on RingCentral’s behalf in the performance of its obligations under this Agreement as it would bear if such acts and omissions were performed by RingCentral directly.

5. Use of the Service
A. Service Requirements. The Services are dependent upon Customer’s maintenance of sufficient Internet access, networks, and power as set forth in RingCentral ’s Technical Sufficiency Criteria, available at https://www.ringcentral.com/legal/policies/technical-sufficiency-criteria.html. RingCentral will not be responsibl e for any deficiencies in the provision of the Services if Customer’s network does not meet RingCentral’s Technical Sufficiency Criteria.

B. Use Policies. Customer and its End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies referenced below, which are incorporated into and form part of this Agreement. Customer must ensure that its End Users comply with the Use Policies. Any breach of this Section (Use Policies) will be deemed a material breach of this Agreement. RingCentral may update the Use Policies from time to time and will provide notice of material updates to Customer at the email address on file with the Account. All updates will become effective thirty (30) days after such notice to Customer or upon posting for non-material changes. Customer may object to a modification that negatively impacts its use of the Service by sending written notice (“Objection Notice”) to RingCentral within thirty (30) days from the date of the notice of modification. If the Parties cannot reach agreement, then either Party may terminate the affected Services without penalty with thirty (30) days written notice to the other Party.
i. Acceptable Use Policy. The Services must be used in accordance with RingCentral’s Acceptable Use Policy, available at https://www.ringcentral.com/legal/acceptable-use-policy.html. Notwithstanding anything to the contrary in this Agreement, RingCentral may act immediately and without notice to suspend or limit the Services if RingCentral reasonably suspects fraudulent or illegal activity in the Customer’s Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the RingCentral Network provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. RingCentral will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If Customer anticipates legitimate but unusual activity on its Account, Customer should contact Customer Care in advance to avoid any Service disruption.
ii. Emergency Services. RingCentral’s policy governing the provision of emergency services accessed via the Services is available at https://www.ringcentral.com/legal/emergency-services.html. iii. Numbering Policy. The provision, use, and publication of numbers used in conjunction with the Services are governed by RingCentral’s Numbering Policies, available at https://www.ringcentral.com/legal/policies/numbering-policy.html.

6. Termination
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A. Termination Prior to Expiration of Term. The Customer reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to RingCentral, except that where termination is due to the fault of RingCentral, the period of notice may be such shorter time as may be determined by the City. Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by giving written notice to the other Party: i) if the other Party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) upon the commencement by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.

B. Effect of Termination. If Customer terminates the Services, a portion of the Services, or this Agreement in its entirety due to RingCentral’s material breach under Section 6(A) (Termination Prior to Expiration of Term ), Customer will not be liable for any fees or charges for terminated Services for any period subsequent to the effective date of such termination (except those arising from continued usage before the Services are di sconnected), and RingCentral will provide Customer a pro -rata refund of any prepaid and unused fees or charges paid by Customer for terminated Services. Customer may take over the work and prosecute the same to completion by contract or otherwise, and Ring Central shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the Customer shall use reasonable efforts to mitigate such damages), and Customer may withhold any payments to RingCentral for the purpose of set- off or partial payment of the amounts owed the Customer as previously stated.If this Agreement or any Services are terminated for any reason other than as a result of a material breach by RingCentral or as otherwise permitted pursuant to Section 6(A) or as set forth in Section 14(I) (Regulatory and Legal Changes) the Customer must, to the extent permitted by applicable Law and without limiting any other right or remedy of RingCentral, pay within thirty (30) days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then -current Term plus related Taxes and fees.

7. Intellectual Property
A. Limited License
i. Subject to, and conditional upon Customer’s compliance with, the terms of this Agreement, RingCentral grants to Customer and its End User, a limited, personal, revocable, non -exclusive, non -transferable (other than as permitted under this Agreement), non-sublicensable license to use any software provided or made available by RingCentral to the Customer as part of the Services ( “Software”) to the extent reasonably required to use the Services as permitted by this Agreement, only for the duration that Customer is entitled to use the Services and subject to the Customer being current on its payment obligations.
ii. Customer will not, and will not allow its End Users, to: (a) sublicense, resell, distribute or assign its right under the lic ense granted under this Agreement to any other person or entity; (b) modify, adapt or create derivative works of the Software or any associated documentation; (c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software; (d) use the Software for infringement analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer is authorized to use; (e) create any competing Software or Services; or (f) remove any copyright or other proprietary or confidential notices on any Software or Services.

B. IP Rights
i. RingCentral’s Rights. Except as expressly provided in this Agreement, the limited license granted to Customer under Section 7(A) (Limited License) does not convey any ownership or other rights or licenses, express or implied, in the Services (including the Software), any related materials, or in any Intellectual Property and no IP Rights or other rights or licenses are granted, transferred, or assigned to Customer, any End User, or any other party by implication, estoppel, or otherwise.

All rights not expressly granted herein are reserved and retained by RingCentral and its licensors. The Software and Services may comprise or incorporate services, software, technology, or products developed or provi ded by third parties, including open-source software or code. Customer acknowledges that misuse of RingCentral Services may violate third - party IP rights.
ii. Customer Rights. As between RingCentral and Customer, Customer retains title to all IP Rights that ar e owned by the Customer or its suppliers. To the extent reasonably required or desirable for the provision of the Services, Customer grants to RingCentral a limited, personal, non-exclusive, royalty-free, license to use Customer’s IP Rights in the same. Cu stomer must provide (and is solely responsible for providing) all required notices and obtaining all licenses, consents, authorizations, or other approvals related to the use, reproduction, transmission, or receipt of any Customer Content that includes personal or Confidential Information or incorporates any third-party IP rights.

C. Use of Marks. Neither Party may use or display the other Party’s trademarks, service mark or logos in any manner without such Party’s prior written consent.

8. Confidentiality
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A. Restrictions on Use or Disclosures by Either Party. During the Term of this Agreement and for at least one (1) year thereafter, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information.

Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to it in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Each Party may disclose the other Party’s Confidential Information in any legal proceeding or to a governmental entity as required by Law.

These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such information; after it has become generally available to the public without breach of this Agreement by the Receiving Party; which at the time of disclosure was already known to the Receiving Party, without restriction as evidenced by documentation in such Party’s possession; or which the Disclosing Party confirms in writing is free of such restrictions.

Upon termination of this Agreement, the Receiving Party will promptly delete, destroy or, at the Disclosing Party’s request, return to the Disclosing Party, all Disclosing Party’s Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with certification of compliance with this subsection.

9. Data Protection
A. Data Privacy. RingCentral respects Customer’s privacy and will only use the information provided by Customer to RingCentral or collected in the provision of the Services in accordance with RingCentral’s Data Processing Addendum, available at https://www.ringcentral.com/legal/dpa.html, incorporated by reference. RingCentral may update the Data Processing Addendum from time to time and will provide notice of any material updates to the Cus tomer as required by applicable Laws at the email address on file with the Account. Such updates will be effective thirty (30) days after such notice to Customer.

B. Data Security. RingCentral will take commercially reasonable precautions, including, without limitation, technical (e.g., firewalls and data encryption), organizational, administrative, and physical measures, to help safeguard Customer ’s Account, Account Data, and Customer Content against unauthorized use, disclosure, or modification. Customer must protect all End Points using commercially reasonable security measures. Customer is solely responsible to keep all user identifications and passwords secure. Customer must monitor use of the Services for possible unlawful or fraudulent use. Customer m ust notify RingCentral immediately if Customer becomes aware or has reason to believe that the Services are being used fraudulently or without authorization by any End User or third party. Failure to notify RingCentral may result in the suspension or termi nation of the Services and additional charges to Customer resulting from such use. RingCentral will not be liable for any charges resulting from unauthorized use of Customer’s Account.

C. Software Changes. RingCentral may from time-to-time push software updates and patches directly to Customer’s device(s) for installation and Customer will not prevent RingCentral from doing so. Customer must implement promptly all fixes, updates, upgrades and replacements of software and third -party software that may be provid ed by RingCentral. RingCentral will not be liable for inoperability of the Services or any other Services failures due to failure of Customer to timely implement the re quired changes.

10. Limitations of Liability
A. Excluded Damages
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR ITS OR THEIR SUPPLIERS BE LIABLE FOR (1) INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (2) LOSS OF USE OR LOSS OF DATA; (3) LOSS OF BUSINESS OPPORTUNITIES, REVENUES OR PROFITS; OR (4) COSTS OF PROCURING REPLACEMENT PRODUCTS OR

SERVICES, IN ALL CASES WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR

STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.

B. Liability Caps

EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL BE LIMITED TO FIVE (5) TIMES THE CONTRACT SUM STATED IN THE ORDER FORM OR THE APPLICABLE INSURANCE COVERAGE LISTED IN SE CTION 14, WHICHEVER IS GREATER. LIMITATIONS UNDER THIS SECTION (LIABILITY CAPS) WILL NOT APPLY TO:
i. FEES OWED BY CUSTOMER
ii. EITHER PARTY’S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY’S IP RIGHTS iii. EITHER PARTY ’S LIABILITY RESULTING FROM GROSS NEGLIGENCE, FRAU D, OR WILLFUL OR CRIMINAL

MISCONDUCT
iv. CUSTOMER’S LIABILITY RESULTING FROM USE OF THE SERVICES IN BREACH OF THE ACCEPTABLE USE

POLICY OR EMERGENCY SERVICES POLICY
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v. EITHER PARTY’S LIABILITY ARISING FROM DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR

ANY OTHER LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED, OR EXCLUDED PURSUANT TO APPLICABLE LAW.

11. Indemnification
A. Indemnification by RingCentral
i. RingCentral shall indemnify and hold harmless the Customer and its Affiliates for Indemnifiable Amounts, and shall defend any third-party claims or causes of action (a “Third Party Claim ”) to the extent such Third Party Claim arises out of or alleges that:
a. Any violation of law;
b. The Services, as provided by RingCentral, are provided negligently, recklessly or with willful misconduct; or c. The Services, as provided by RingCentral, infringe or misappropriate the patent, copyright, trademark, or trade secret rights of a third party.
ii. RingCentral will have no obligations under subsection (i) above to the extent the Thir d Party Claim arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by RingCentral in writing unless any of the foregoing are necessary for the proper operation of the Service s; (b) modifications to the Services not made by RingCentral; (c) Customer Content; (d) failure to promptly install any updates of any software or firmware or accept or use any modified or replacement items provided free of charge by or on behalf of RingCentral; (e) breach of the Agreement; or (f) a Third Party Claim brought by Customer’s Affiliate, successor, or assignee. iii. If such a Third -Party Claim related to intellectual property infringement or misappropriation is made or appears possible, Customer agrees to permit RingCentral, at RingCentral’s sole discretion and expense, to (a) modify or replace the Services, or component or part thereof, to make it non-infringing or (b) obtain the right for Customer to continue to use the Services.

If RingCentral determines that neither alternative is commercially reasonable, RingCentral may terminate this Agreement in its entirety or with respect to the affected Service, component or part (a “Discontinued Component”), effective immediately on written notice to Cus tomer, in which case Customer will not owe any fees or charges relating to the Discontinued Component for any period subsequent to the date of such termination, and will be entitled to receive a refund of any prepaid but unused fees relating to the Discont inued Component. In the event the removal of the Discontinued Component does not substantially affect Customer ’s use of the Services, the refund or fee abatement pursuant to the foregoing shall be a reasonable portion of the total fees owed by Customer for the Services as a whole based on the significance of the Discontinued Component to the total value of the Services as a whole. RingCentral’s obligations under this Sub-Section will be RingCentral’s sole and exclusive liability and Customer ’s sole and excl usive remedies with respect to any actual or alleged intellectual property violations.

B. Intentionally Omitted.

C. Defense and Indemnification Procedures. Any Party seeking indemnification under this Section 11 (the “Indemnified Party”) shall provide the Party from which it seeks such indemnification (the “Indemnifying Party”) with the following: (a) prompt written notice of the Third-Party Claim, (b) opportunity to participate over the defense and settlement of the Third -Party Claim, and (c) reasonable information, cooperation, and assistance (at the Indemnifying Party ’s sole expense except for the value of the time of the Indemnified Party’s personnel) in connection with the d efense and settlement of the Third -Party Claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section 11 (Indemnification) except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnified Party will have the right to participate (but not control), at its own expense, in the defense of such Third-Party Claim, including any related settlement negotiations. No such claim may be settled by the Indemnifying Party without the mutual written consent of both parties (not to be unreasonably withheld, conditioned, or delayed) unless such settlement includes a full and complete release of all claims and ac tions against the Indemnified Party by each party bringing such Third - Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemni fied Party other than the payment of a sum of money fully indemnified by the Indemnifying Party.

12. Warranties
A. RingCentral Warranty. RingCentral will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of this Agreement . To the extent permitted by Law, RingCentral shall pass through to Customer any and all warranties RingCentral receives in connection with equipment provided to Customer by or on behalf of RingCentral.

B. Customer Warranty. Customer’s and its End Users’ use of the Services must always comply with all applicable Laws and this Agreement. Further, when Customer’s subscription for Services exceeds one (1) fiscal year, Customer warrants that it shall exercise due diligence and best efforts to secure an adequate appropriation of funds on time from its legislative or simila r government body to pay for the contracted Services in the follow-on fiscal year(s).

C. Disclaimer of Warranties . EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND RINGCENTRAL

MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED

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PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT

RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Dispute Resolution
A. Governing Law. Any dispute arising out of or relating to this Agreement shall be governed and construed in accordance with the laws of California, without regard to its choice of law rules. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los A ngeles, State of California. In the event of litigation in the U.S. District Court, venue shall li e exclusively in the Central District of California, in the County of Los Angeles, State of California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Customer’s use of the products or Services.

B. Good Faith Attempt to Settle Disputes . In the event of a dispute, each Party shall appoint a duly authorized representative who shall use all reasonable endeavors to resolve in good faith any dispute within reasonable timescales.

C. Equitable Relief. Any breach of either Party ’s IP Rights may cause that Party irreparable harm for which monetary damages will be inadequate and such Party may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement, in additional to any other relief to which such Party may be entitled under applicable Law.

D. Limitations. Except for actions for non -payment or liability arising from Section 11 (In demnification), no claim, suit, action or proceeding relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued. Any actions, lawsuits, or proceedings must be conducted solely on an individual basis and the Parties expressly waive any right to bring any action, lawsuit or proceeding as a class or collective action, private attorney general action or in any other capacity acting in a representative capacity.

14. Miscellaneous
A. Relationship of the Parties. RingCentral and Customer are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between RingCentral and Customer.

B. Assignment. Neither Party may assign the Agree ment or any portion thereof without the other Party’s prior written consent (which such consent may not be unreasonably withheld or delayed), however either Party may assign the Agreement and all of that Party’s rights and obligations thereunder with written consent (a) to an Affiliate; (b) to the Party’s successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connec tion with the provision of Services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of a Party’s voting control or assets. This Agreement will bind and inure to the benefit of the Parties, and their permitted assigns and successors.

C. Notices. Except where otherwise expressly stated in the Agreement, all notices or other communications must be in English and are deemed to have been fully given when made in writing and delivered in person, upon delivered email, confirmed facsimile, or five days after deposit with an reputable overnight courier service, and addressed as follows: To RingCentral at RingCentral, Inc., Legal Dept., 20 Davis Drive, Belmont, CA 94002 USA, with a copy to [email protected], and to Customer at either the physical address or email address associated with the Customer Account.

Customer acknowledges and agrees that all electronic notices have the full force and effect of paper notices. The addresses to which notices may be given by either Party may be changed (a) by RingCentral upon written notice given to Customer pursuant to this Section or (b) by Customer in the Administrative Portal.

D. Force Majeure. Excluding either Party’s payment obligations under the Agreement, neither Pa rty will be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party’s reasonable control, including without limitation any act of God; national emergency; thir d-party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labor disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party.

E. Third-Party Beneficiaries. RingCentral and Customer agree that there will be no third-party beneficiaries to this Agreement.

F. Headings, Interpretation. The headings, section titles, and captions used in the Agreement are for convenience of reference only and will have no legal effect. All defined terms include related grammatical forms, and, when ever the context may require, the singular form of nouns and pronouns include the plural, and vice versa. The Parties agree that this Agreement will be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement there fore should not be construed against a Party or Parties on the grounds that the Party or Parties drafted or was more responsible for drafting the provision(s).

G. Anti-Bribery. Each Party represents that in the execution of this Agreement and in the performance of its obligations under this Agreement it has complied and will comply with all applicable anti-bribery Laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and similar applicable Laws.

H. Export Control. Any services, products, software, and technical information (including, but not limited to, services and training) provided pursuant to the Agreement may be subject to U.S. export Laws and regulations. Customer will not use distribute, 10 01007.0001/1006393.3
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transfer, or transmit the services, products, software, or technical information (even if incorporated into other products) except in compliance with U.S. and other applicable export regulations.

I. Regulatory and Legal Changes. In the event of any change in Law, regul ation or industry change that would prohibit or otherwise materially interfere with RingCentral ’s ability to provide Services under this Agreement, RingCentral may terminate the affected Services or this Agreement or otherwise modify the terms thereof.

J. Use of Beta, Preview, or Early Access Software. If you use any beta, preview, or early access services, features, products, or software offered or made available by RingCentral, then you acknowledge that your use of the services, products, or software are governed by the Beta Evaluation License Agreement and not by this Agreement.

K. Entire Agreement. The Agreement, together with any exhibits, Order Forms, Use Policies, and Attachments, each of which is expressly incorporated into this Agreement with this reference, constitutes the entire agreement between the Parties and supersedes and replaces any and all prior or contemporan eous understandings, proposals, representations, marketing materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject. RingCentral expressly rejects in their entirety any additional or conflicting terms or conditions contained in Customer purchase order, or similar Customer document, which the Parties agree are solely for the Customer’s convenience.

L. Order of Precedence. In the event of any conflict between the documents comprising this Agreement, precedence will be given to the documents in the following descending order: (i) the applicable Order Form (including any hyperlinks); (ii) the applicable Attachment; (iii) the main body of this Agreement; (iv) Use Policies and Data Processing Addendum incorporated by reference in this Agreement; and (v) and any other document expressly referred to in this Agreement which governs the Services. With respect to data processing, the Data Processing Addendum shall take precedence over any inconsistent terms in any of the documents listed in the previous sentence.

M. Amendments. Except as otherwise provided, this Agreement may only be modified by a written amendment executed by authorized representatives of both Parties. In no event will handwritten changes to any terms or conditions, in cluding in the applicable Order Form, be effective.

N. Severability and Waiver. In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision(s) will be stricken and the remainder of this Agreement will remain legal, valid, and binding.

The failure by either Party to exercise or enforce any right conferred by this Agreement will not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement o f any such or other right on any later occasion. Except as otherwise expressly stated in this Agreement, all rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at Law, or in equity.

O. Execution. Each Party represents and warrants that: (a) it possesses the legal right and capacity to enter into the Agreement and to perform all of its obligations thereunder; (b) the individual signing the Agreement and (each executable part thereof) on that Party’s behalf has full power and authority to execute and deliver the same; and (c) the Agreement will be a binding obligation of that Party. Each Party agrees that an Electronic Signature, whether digital or encrypted, is intended to au thenticate this Agreement and to have the same force and effect as manual signatures.

P. Counterparts. This Agreement may be executed electronically and in separate counterparts each of which when taken together will constitute one in the same original.

Q. Survival. The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement or an Order Form will survive expiration or termination of this Agreement or the Order Form, including without limitation payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions and miscellaneous.

R. Insurance
RingCentral shall, at its own expense, maintain insurance throughout the term of this Agreement as follows:
i. Commercial General L iability insurance, with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate, covering bodily injury, property damage, products and completed operations, contractual liability, and personal and advertising injury.
ii. Auto Liability insurance, with limits not less than $1,000,000 combined single limit for bodily injury and property damage, including coverage for any owned, hired, or non-owned vehicles. iii. Workers’ Compensation insurance, as required by statute in each jurisdiction in which this Agreement will be performed. iv. Employer’s Liability insurance, with limits not less than $1,000,000. v. Umbrella/Excess Liability insurance, providing excess limits for Commercial General Liability, Auto Liability and Employer’s Liability insurance, with limits not less than $1,000,000. vi. Professional Liability (including, Technology Errors and Omissions, Cyb er and Media Liability), with limits not less than $2,000,000 per occurrence and $2,000,000 aggregate, covering errors and omissions arising from performance of this Agreement.

All policies noted above shall be written with carriers maintaining an A.M. Be st’s rating of A -VII or better and authorized to do business in the jurisdiction in which the Agreement will be performed. Except for Professional Liability, all policies shall be written on an occurrence basis. Commercial General Liability Insurance shall include City of Carson, its elected and appointed officers, 11 01007.0001/1006393.3
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employees, volunteers and agents as additional insureds. RingCentral shall provide Customer with a Certificate of Insurance upon execution of this Agreement and only upon Customer request thereafter.

S. Family Education Rights and Privacy Act (FERPA). Customer Content when in-transit on the RingCentral Network and when at-rest within RingCentral Data Centers may contain communications and/or educational records pertaining to students in connection with the performance of the Services pursuant to the Agreement. RingCentral shall only use or disclose such Customer Content as is reasonably necessary to provide the Services or for RingCentral to otherwise perform its obligations under the Agreement.
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EXHIBIT A

DEFINITIONS
Definitions. Capitalized terms used in this Agreement but otherwise not defined have the following meaning:

1. “Account” means the numbered account established with RingCentral and associated with Customer and the Services provided to Customer under this Agreement. For billing and convenience purposes, multiple services, Digital Lines, or End Users may be included in a single billing account, and/or a single Customer may have multiple billing accounts encompassing different geographic locations, business units, or other designations as requested by Customer and accepted by RingCentral.

2. “Account Administrator” means the person(s) who have been granted authority by Customer to set up, amend, or otherwise control settings and/or make additional purchases for the Account via the Administrative Portal. Account Administrators may have vary ing levels of Account rights, skills, or permissions.

3. “Account Data” means: any business contact information provided with the Account; RingCentral-generated logs of calling or other metadata developed or collected in the provision of the Services; configuration data; and records of Digital Lines and any Services purchased under this Agreement.

4. “Administrative Fees ” means any administrative recovery fees, 911 cost recovery fees and the like separately charged by RingCentral to Customer.

5. “Administrative Portal” means the online administrative portal through which Account Administrators control settings and/or make additional purchases for the Account.

6. “Affiliate(s)” means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, and “control” means beneficial ownership of greater than fifty percent (50%) of an entity ’s then-outstanding voting securities or ownership interests.

7. “Attachment(s)” means documents appended to the contract containing additional terms for products and Services. Attachments and the terms and conditions contained therein are part of this Agreement.

8. “Confidential Information” means any information disclosed by or on beha lf of the Disclosing Party) to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure.

9. “Customer Care” means Customer support operations delivered by RingCentral and/or its subcontractors.

10. “Customer Content ” means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, shared files, conferences, or other communications transmitted or stored through the Services.

11. “Digital Line” means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits an End User generally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account.

12. “Disclosing Party” means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed by such Party’s agents, including but not limited to, its Affiliates, officers, directors, employees, and attorneys.

13. “Electronic Signatures” means an electronic sound, symbol, or process, including clicking a digital button to accept, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record.

14. “End Point” means an application or device through which any End -User might access and/or use any of the Services, including without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations.

15. “End User” means an individual user to whom Customer makes the Services available, and may be a natural person, and may include but is not limited to Customer’s employees, consultants, clients, external users, invitees, contractors, and agents.

16. “Helpdesk Support” shall mean the performance of the following tasks:
• Standard feature/functionality (“how to”) support for End Users (i.e. call forwarding, voice mail set-up, etc.). • Standard management of the Admin Interface within the product. • Support all moves, adds, changes, and deletes of employees.

17. “Indemnifiable Amounts” means all (X) damages and other amounts awarded against the Indemnified Party by a court of competent jurisdiction pur suant to a final judgment in connection with such Third -Party Claim; (Y) any amounts payable by the Indemnified Party or its Affiliates pursuant to a binding, written agreement settling the Third Party Claim, provided such ag reement is approved in advance in writing by the Indemnifying Party; and (Z) all reasonable costs and expenses paid to third parties by the Indemnified Party or its Affiliates in connection with the Indemnified Party’s or its Affiliates’ attorneys’ fees and related expenses.

18. “Indemnifying Party ” and “Indemnified Party ” have the meanings set forth in Section 11(C) (Defense and Indemnification Procedures).

19. “Initial Term” has the meaning set forth in Section 2(D) (Services Term). 13 01007.0001/1006393.3
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20. “Intellectual Property Rights” or “IP Rights” means all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventi ons, industrial designs, discoveries, business methods, and proc esses; (b) copyrights and copyright registrations, and “moral” rights; (c) the protection of trade and industrial secrets and Confidential Information; (d) other proprietary rights relating to intangi ble property; (e) trademarks, trade names and service ma rks; (f) a person ’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, c ontinuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).

21. “Law” means any law, statute, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrativ e order or ruling of any governing Federal, State, local or non-U.S. governmental body with jurisdiction over the Services.

22. “Order Form(s)” means a request for Service describing the type and quantity of Services required by Customer and submitted and accepted by the Parties in accordance with Section 2(A) (Ordering Services). The Order Form may be presented and executed via the Administrative Portal.

23. “Receiving Party” means the Party or its agents, including, but not limited to its Affiliates, officers, directors, employees, and attorneys receiving Confidential Information.

24. “Renewal Term” has the meaning set forth in Section 2(D) (Services Term).

25. “RingCentral Network ” means the network and supporting facilities between and among the RingCentral points of presence (“PoP(s)”), up to and including the interconnection point between the RingCentral’s network and facilities, and the public Internet, and the Public Switched Telephone Network (PSTN). The RingCentral Network does not include the public Internet, a Customer ’s own private network, or the PSTN.

26. “Service(s)” means all services provided under this Agreement and set forth in one or more Order Form(s).

27. “Start Date ” means the date so identified in the relevant Order Form or the date on which Customer orders Services via the Administrative Portal.

28. “Taxes” means any and all federal, state, local, municipal, foreign, and other taxes and fees charged or collected from Customers, including but not limited to any Universal Service Fund, TRS and 911 taxes and fees.

29. “Term” means the Initial Term plus any Renewal Terms.

30. “Third Party Claim” has the meaning set forth in Section 11(A) (Indemnification by RingCentral).

31. “Use Policy” refers to any of the policies identified in Section 5(B) (Use Policies). 14 01007.0001/1006393.3
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ATTACHMENT A

SERVICE ATTACHMENT - RINGEX SERVICES
This Service Attachment is a part of the Master Services Agreement (the “Agreement”) that includes the terms and conditions agreed by the Parties under which RingCentral will provide to the Customer the RingEX Services as described under the applicable Order Form (the “Services”).

1. Service Overview
The Services are a cloud-based unified communications service that includes enterprise-class voice, fax, call handling, mobile apps, and bring-your-own-device (BYOD) capability that integrates with a growing list of applications.

The Services include:
 Voice Services, including extension-to-extension calling and the ability to make and receive calls to and from the public switched telephone network (PSTN)
 Video and audio-conferencing service, including screen sharing  Collaboration Tools, including One-to-One and Team Chat, File Sharing, task management, SMS/Texting (where available), and other innovative tools
The Services may be accessed from a variety of user End Points, including IP Desk Phones, Desktop Clie nts, Web Clients, Mobile Applications, and Software Integrations.

2. RingEX Purchase Plans
A. Tiers of Service . The Services are made available in several pricing tiers, which are described more fully at https://www.ringcentral.com/office/plansandpricing.html. While RingCentral offers unlimited monthly plans for some of its products and services, RingCentral Services are intended for reg ular business use. “Unlimited” use does not permit any use otherwise prohibited by the Acceptable Use Policy, available at https://www.ringcentral.com/legal/acceptable-use-policy.html, including trunking, access stimulation, reselling of the Services, etc.

B. Minute and Calling Credit Bundles. Each plan includes a number of Toll-Free minutes, per month, which are pooled to create a single allotment of Toll -Free minutes available for t he entire account. Core/Advanced/Ultra tier plans include a monthly allotment of 100/1000/10000 toll free minutes per account, respectively. Overage charges of 3.9¢ per minute apply to calls made in excess of allotment.

International Calling Credit Bundles can be purchased in addition to any base amount included with the purchased tier.

International External Calls are charged against Calling Credits on the Account per destination rates, or as overage once Calling Credits are exceeded. Currently effective rates are available at https://www.ringcentral.com/support/international-rates.html.

Extension-to-Extension Calls within the Customer account never incur any usage fee and are unlimited, except to the extent that such calls are forwarded to another number that is not on the Customer account.

Additional Calling Credits may be purchased through the Auto-Purchase feature, which can be selected for automatic purchase in various increments on the Administrative Portal. Auto-Purchase is triggered when the combined usage of all End Users on an Account exceeds the total Calling Credits or when End Users make calls with additional fees (e.g., 411).

Minute Bundles and Calling Credit Bundles expire at the end of month and cannot roll over to the following month. Auto - Purchased Calling Credits expire twelve (12) months from date of purchase. Bundles may not be sold, transferred, assigned, or applied to any other customer.

C. Enhanced Business SMS Allotment and Pricing. Each plan includes a number of SMS per each user, per month, which are pooled to create a single allotment of SMS available to the entire account. Core/Advanced/Ultra tier plans include a monthly allotment of 25/100/200 SMS, per user respectively. Each SMS sent or received will be deducted from the pool of available SMS on the account. Overage charges apply to SMS sent or receive in excess of allotment and will be charged at the then-applicable rates, available at https://www.ringcentral.com/support/new-sms-rates.html. Additional SMS bundles are available for purchase at discounted prices. Customer must successfully register phone numbers with the SMS registar prior to using SMS. RingCentral may attempt to deliver SMS sent from unregistered phone numbers at its discret ion, however unregistered SMS are excluded from the monthly allotment and any purchased SMS bundles, and will be charged at then -applicable unregistered SMS rates, available at https://www.ringcentral.com/support/new-sms-rates.html.

3. Operator Assisted Calling, 311, 511 and other N11 Calling RingCentral does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billi ng calls, 900, or other premium line numbers or calling card calls). The Services may not support 211, 311, 411, 511 and/or N11 calling. To the extent they are supported, additional charges may apply for these calls. 15 01007.0001/1006393.3
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4. Directory Listing Service
RingCentral offers directory listing ( the “Directory Listing Service ”). If Customer subscribes to the Directory Listing Service, RingCentral will share certain Customer Contact Data with third parties as reasonably necessary to include in the phone direc tory (“Listing Information ”). This information may include, but is not limited to, Customer ’s company name, address, and phone numbers. Customer authorizes RingCentral to use and disclose the Listing Information for the purpose of publishing in, and ma king publicly available through, third-party directory listing services, to be selected by RingCentral or third-party service providers in their sole discretion. Customer acknowledges and agrees that by subscribing to the Directory Listing Service, Customer ’s Listing Information may enter the public domain and that RingCentral cannot control third parties’ use of such information obtained through the Directory Listing Service.

A. Opt Out. Customer may opt out of the Directory Listing Service at any time; however, RingCentral is not obligated to hav e Customer’s Listing Information removed from third -party directory assistance listing services that have already received Customer’s information.

B. No Liability. RingCentral will have no responsibility or liability for any cost, damages, liabilities, or inc onvenience caused by calls made to Customer ’s telephone number; materials sent to Customer, inaccuracies, errors or omissions with Listing Information; or any other use of such information. RingCentral will not be liable to Customer for any use by third pa rties of Customer’s Listing Information obtained through the Directory Listing Service, including without limitation the use of such information after Customer has opted out of the Directory Listing Service.

5. Global RingEX or RingCentral Global Office. Global RingEX (which is also known as RingCentral Global Office and references in the Service Description to Global RingEX shall also refer to Global Office) provides a single communications system to companies that have offices around the world, offering localized service in countries for which Global RingEX is available. Additional information related to Global RingEX Services is available at http://www.ringcentral.com/legal/policies/global-office-countries.html. This section sets forth additional terms and conditions concerning RingCentral’s Global RingEX for customers that subscribe to it.

A. Emergency Service Limitations for Global RingEX. RingCentral provides access to Emergency Calling Services in many, but not all, countries in which RingCentral Global RingEX is available, allowing End Users in most countries to access Emergency Services. Emergency Services may only be accessed within the country in which the Digital Line is assigned, e.g., an End User with a Digital Line assigned in Ireland may dial Emergency Services only within Ireland. Access to Emergency Calling Services in RingCentral Global RingEX countries, where available, is subject to the Emergency Services Policy, available at https://www.ringcentral.com/legal/emergency-services.html. Customer must make available and will maintain at all times traditional landline and/or mobile network telephone services that will enable End Users to call the applicable Emergency Services number. Customer may not use the RingCentral Services in environments requiring fail -safe performance or in which the failure of the RingCentral Services could lead directly to death, personal injury, or severe physical or environmental damage.

B. Global RingEX Provided Only in Connection with Home Country Service. RingCentral provides Global RingEX Service only in connection with Services purchased in the Home Country. RingCentral may immediately suspend or terminate Customer ’s Global RingEX Services if Customer t erminates its Digital Lines in the Home Country. All invoicing for the Global RingEX Services will be done in the Home Country on the Customer ’s Account, together with other Services purchased under this Agreement, using the Home Country ’s currency. Customer must at all times provide a billing address located in the Home Country. RingCentral will provide all documentation, licenses, and services in connection with the Global RingEX Service in English; additional language support may be provided at RingCentral’s sole discretion.

C. Primary Place of Use of Global RingEX Service. Customer represents and warrants that the primary place of use of the Global RingEX Services will be the country in which the Digital Line is assigned, e.g., an End User with a Digital Line assigned in Ireland will primarily use that Digital Line in Ireland.

D. Relationships with Local Providers. In connection with the provision of Global RingEX Services, RingCentral relies on local providers to supply certain regulated communication services; for example (i) for the provision of local telephone numbers within local jurisdictions; (ii) to enable you to place local calls within local jurisdictions; and (iii) to enable you to receive calls from non- RingCentral numbers on Customer’s Global RingEX telephone number(s), by connecting with the local public switched telephone network. Customer hereby appoints RingCentral as Customer’s agent with power of attorney (and such appointment is coupled with an interest and is irrevocable dur ing the Term) to conclude and enter into agreements with such local providers on Customer’s behalf to secure such services. RingCentral’s locally licensed affiliates provide all telecommunications services offered to Customer within the countries in which such affiliates are licensed; in some cases, RingCentral may obtain services from locally licensed providers on Customer’s behalf. RingCentral is responsible for all contracting, billing, and customer c are related to those services. Customer is responsible for providing RingCentral with all information necessary for RingCentral to obtain numbers in Global RingEX countries.
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6. Additional Services. RingCentral offers add -on services for the Services (where available), which are described at https://www.ringcentral.com/legal/microsoft-teams-services-attachment.html. Additional terms or charges may apply, depending on the selected features.

7. Bring Your Own C arrier (BYOC) Services. RingCentral offers a software -as-a-service in which customers provide and maintain their own local telecommunications services, which may be connected to RingCentral's cloud PBX, videoconferencing, and team messaging services. BYOC and additional terms are described and available at https://www.ringcentral.com/legal/BYOC-service- description.html.

8. Definitions. Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service Attachment, the following terms have the meanings set forth below:

A. “Digital Line” means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits the End User generally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account.

B. “End Point” means an application or device through which any End-User might access and/or use any of the Services, including without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations.

C. “Extension-to-Extension Calls ” means calls made and received between End Points on the Customer Account with RingCentral, regardless of whether the calls are domestic or international.

D. “External Calls” means calls made to or received from external numbers on the PSTN that are not on the Customer Account with RingCentral.

E. “Home Country” means the United States or the country that is otherwise designated as Customer’s primary or home country in the Order Form.
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ATTACHMENT B

SERVICE LEVEL AGREEMENT FOR RINGEX SERVICES
This Service Level Agreement for RingEX Services (the “RingEX SLA”) is a part of the Master Services Agreement (the “Agreement”) that includes the Service Availability levels RingCentral commits to deliver on the RingCentral Network for RingEX Services.

1. Overview
RingCentral will maintain the following performance levels:

Performance Level
Voice Services Availability
(Monthly Calculation) 99.999%
Quality of Voice Service
(Monthly Calculation) 3.8 MOS Score

2. Minimum Eligibility
Customer is entitled to the benefits of this RingEX SLA only to the extent that Customer maintains a minimum of fifty (50) Digital Lines under the RingEX Service Attachment with a minimum twelve (12) month Term. This RingEX SLA shall not apply to any period of time where Customer does not meet the foregoing requirements.

3. Service Delivery Commitments
A. Calculation of Service Availability for Voice Services Service Availability = [ 1 – ((number of minutes of Down Time x number of Impacted Users) / (total number users x total number of minutes in a calendar month))] x 100
Service Availability shall be rounded to nearest thousandth of a percent in determining the applicable credit. Service Credits for Down Time will not exceed 30% MRC.

B. Calculation of Service Credits
Customer is entitled to the Accelerated Service Credits calculated based on the table below:

B.1 Accelerated Service Credit Table
Voice Service Availability Service Credits
≥ 99.999% 0% MRC
≥ 99.500% and < 99.999% 5% MRC
≥ 99.000% and < 99.500% 10% MRC
≥ 95.000% and < 99.000% 20% MRC
< 95.000% 30% MRC
C. No Cumulative Credits
Where a single incident of Down Time affects RingEX Services and any other Services provided by RingCentral and covered under a separate service level agreement executed between the parties, resulting in Service Credits under both agreements, Customer is entitled to claim Service Credits under one of the agreements, but not for both.

Service Credits to be paid under this RingEX SLA will be calculated based on Customer’s RingEX MRC only and will not include any other fees paid by RingCentral for any other Services, (e.g., Contact Center Services). Service Credits may not exceed the total MRC paid for the relevant Services.

D. Qualifying for Service Credits
Service Credits for Down Time will accrue only to the extent:
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i. Down Time exceeds 1 minute.
ii. Customer reports the occurrence of Down Time to RingCentral by opening a Support Case within twenty-four (24) hours of the conclusion of the applicable Down Time period.
iii. RingCentral confirms that the Down Time was the result of an outage or fault on the RingCentral Network. iv. Customer is not in material breach of the Agreement, including its payment obligations. v. Customer must submit a written request for Service Credits to Customer Care within thirty (30) days of the date the Support Case was opened by Customer, including a short explanation of the credit claimed and the number of the corresponding Support Case.

4. Quality of Service Commitments
A. Quality of Service Targets . RingCentral will maintain an average MOS score of 3.8 over each calendar month for Customer Sites in the Territory, except to the extent that Customer endpoints connect via public Wi-Fi, a low bandwidth mobile data connection (3G or lower), or Customer uses of narrowband codecs such as G.729.

B. Quality of Service Report. Customer may request a Quality of Service Report for the preceding calendar month by submitting a Support Case. RingCentral will endeavor to provide the Quality of Service Report within five (5) business days.

C. Diagnostic Investigation. If the Quality of Service Report shows a failure to meet the target 3.8 average MOS as calculated under this Section, RingCentral will use industry-standard diagnostic techniques to investigate the cause of the failure. Customer shall cooperate with RingCentral in this investigation fully and in good faith.

D. Diagnostic Remediation. Based on its investigation, RingCentral will provide a reasonable determination of the root cause(s) of any failure for the quality of service to meet the target MOS of 3.8. RingCentral will resolve any root cause(s) on the RingCentral Network; Customer shall timely implement settings or other resolution advised by RingCentral to improve the quality of service.

5. Chronic Service Failures
A. Service Availability. Customer may terminate the Agreement without penalty, and will receive a pro -rata refund of all prepaid, unused fees in the following circumstances if RingCentral fails to meet a Service Availability of at least 99.9% on the RingCentral Network for Voice Services during any three (3) calendar Months in any continuous 6 Month period, and customer has timely reported Down Time as set forth herein.

B. Quality of Service. Customer may terminate the affected Customers Sites under its Agreement without penalty, and will receive a pro-rata refund of all prepaid, unused fees in the following circumstances if RingCentral fails to meet a minimum 3.5 MOS, as measured in duly requested Quality of Service Reports, for the affected Customer Sites within 4 months of the date of Customer’s initial Support Case requesting a Quality of Service Report, except that such right inures only to the extent that Customer h as complied fully and in good faith with the cooperation requirements and timely implemented all suggestions from RingCentral, in RingCentral’s sole reasonable judgment.

C. To exercise its termination right under this RingEX SLA, Customer must deliver written notice of termination to RingCentral no later than ten (10) business days after its right to terminate under this Section accrues.

6. Sole Remedy
The remedies available pursuant to this RingEX SLA (i.e. the issuance of credits and termination for chronic service failure) shall be Customer’s sole remedy for any failure to meet committed services levels under this RingEX SLA.

7. Definitions
Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service Level Agreement, the following terms have the meanings set forth below:

A. “Down Time” is an unscheduled period during which the Voice Services for RingEX on the RingCentral Network are interrupted and not usable, except that Down Time does not include unavailability or interruptions due to (1) acts or omissions of Customer; (2) an event of a Force Majeure; or (3) Customer’s breach of the Agreement. Down Time begins to accrue after one (1) minute of unavailability, per incident.

B. “Impacted User” means a user with a Digital Line affected by Down Time. In the event that due to the nature of the incident it is not possible for RingCentral to identify the exact number of users with a Digital Line affected by Down Time, RingCentral will calculate the Impacted Users on a User-Equivalency basis as defined below.

C. “MOS” means the Mean Opinion Score, determined according to the ITU -T E-model, as approved in June 2015, rounding to the nearest tenth of a percent. MOS provides a prediction of the expected voic e quality, as perceived by a typical telephone user, for an end -to-end (i.e. mouth -to-ear) telephone connection under conversational conditions. MOS is measured by RingCentral using network parameters between the Customer endpoint, e.g., the IP Phone or So ftphone, and the RingCentral Network, and will accurately reflect quality of the call to the caller using the Voice Services.

D. “MRC” means the monthly recurring subscription charges (excluding taxes, administrative or government mandated fees, metered billings, etc.) owed by Customer to RingCentral for RingEX Services for the relevant month. If customer is billed other 19 01007.0001/1006393.3
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than on a monthly basis, MRC refers to the pro-rata portion of the recurring subscription charges for the relevant calendar month.

MRC does not include one-time charges such as phone equipment costs, set-up fees, and similar amounts, nor does it include any charges or fees for services other than RingEX Services.

E. “Quality of Service Report” means a technical report provided by RingCentral, detailing MOS and related technical information.

F. “RingCentral Network” means the network and supporting facilities between and among the RingCentral points of presence (“PoP(s)”), up to and including the interconnection point between the RingCentral ’s network and facilities, and the public Internet, and the PSTN. The RingCentral Network does not include the public Internet, a Customer’s own private network, or the Public Switched Telephone Network (PSTN).

G. “Service Availability” is the time for which Voice Services for RingEX are available on the RingCentral Network, expressed as a percentage of the total time in the relevant calendar month, and calculated as set forth above.

H. “Service Credits” means the amount that RingCentral will credit a Customer’s account pursuant to this RingEX SLA.

I. “Site” means a physical location in the Territory at which Customer deploys and regularly uses at least five (5) RingCentral Digital Lines. A Digital Line used outside such physical location for a majority of days in the relevant calendar month, such as home offices, virtual offices, or other remote use, will not be included in the line count for this purpose.

J. “Support Case” means an inquiry or incident reported by the Customer, through its Helpdesk Support, to Customer Care via the designated Customer Care portal.

K. “Territory” means those countries in which Customers subscribes to RingEX or Global RingEX Services.

L. “User-Equivalency” means the calculation made by RingCentral to estimate the percentage of the Voice Services impacted by the Down Time. RingCentral may use number of calls, network, device information, vendor and customer reports, and its own technical expertise to make these calculations.

M. “Voice Services” means the audio portion of the Services, across endpoints, including the Softphone, and IP desk phone. 20 01007.0001/1006393.3
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ATTACHMENT C

RINGCENTRAL SECURITY ADDENDUM

1. Scope
This document describes the Information Security Measures (“Measures”) that RingCentral has in place when processing Protected Data through RingCentral Services.

2. Definitions
For purposes of this Security Addendum only, capitalized terms, not otherwise defined herein, have the meaning set forth in the Agreement.

A. “Ring Central Services”, or “Services”, means services offered by RingCentral and acquired by the Customer.

B. “Customer” means the entity that entered into the Agreement with RingCentral.

C. “Protected Data ” means Customer and partner data processed by RingCentral Services, as defined in the applicable RingCentral DPA or Agreement, including “personal data” and “personal information” as defined by applicable privacy laws, confidential data as defined in the Agreement, account data, configuration data, communication content including messages, voicemail, and video recording.

D. “Agreement” means the agreement in place between RingCentral and the Customer for the provision of the Services.

E. “Personnel” means RingCentral employees, contractors or subcontracted Professional Services staff.

3. Information Security Management
A. Security Program
RingCentral maintains a written information security program that:
i. Includes documented policies or standards appropriate to govern the handling of Protected Data in compliance with the Agreement and with applicable law.
ii. Is managed by a senior employee responsible for overseeing and implementing the program. iii. Includes administrative, technical, and physical safeguards reasonably designed to protect the confidentiality, integrity, and availability of Protected Data.
iv. Is appropriate to the nature, size, and complexity of RingCentral’s business operations.

B. Security Policy Management
RingCentral’s security policies, standards, and procedures:
i. Align with information security established industry standards. ii. Are subject to ongoing review.
iii. May be revised to reflect changes in industry best practices.

C. Risk Management
RingCentral:
i. Performs cybersecurity risk assessments to identify threats to their business or operations at least annually. ii. Updates RingCentral policies, procedures and standards as needed to address threats to RingCentral ’s business or operations.

4. Independent security assessments
A. External Audit
RingCentral:
i. Uses qualified independent third -party auditors to perform security audits covering systems, environments, and networks where Protected Data is processed, including
a. SOC2 Type II
b. IES/ISO 27001.
ii. maintains additional audits and compliance certifications as appropriate for RingCentral ’s business and as identified at www.ringcentral.com/trust-center.html.

B. Distribution of Reports
Copies of relevant audit reports and certifications:
i. Will be provided to Customer on request.
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ii. Are subject to Non-Disclosure Agreement.

C. Annual Risk Assessment Questionnaire
Customer may, on one (1) occasion within any twelve (12) month period, request that RingCentral complete a third -party risk assessment questionnaire within a reasonable time frame.

In case of conflict between this section and the equivalent section in the RingCentral DPA, the DPA takes precedence.

5. Human Resource Security
A. Background Checks
RingCentral requires pre-employment screenings of all employees. RingCentral ensures criminal background searches on its employees to the extent permitted by law. Each background check in the US includes:
i. An identity verification (SSN trace).
ii. Criminal history checks for up to seven (7) years for felony and misdemeanors at the local, state, and federal level, where appropriate.
iii. Terrorist (OFAC) list search, as authorized by law.

Internationally, criminal history checks are conducted as authorized by local law.

Background checks are conducted by a member of the National Association of Professional Background Screeners or a competent industry-recognized company in the local jurisdiction.

B. Training
RingCentral will ensure that all employees including contractors:
i. Complete annual training to demonstrate familiarity with RingCentral’s security policies. ii. Complete annual training for security and privacy requirements, including CyberSecurity awareness, GDPR, and CCPA. iii. Have the reasonable skill and experience suitable for employment and placement in a position of trust within RingCentral.

C. Workstation Security
RingCentral ensures that:
i. RingCentral employees either use RingCentral owned and managed devices in the performance of their duties or Bring Your Own Device (BYOD) device.
ii. All devices, whether RingCentral owned and managed or Bring Your Own Device (BYOD) device, are enrolled in the full RingCentral managed device program.

D. Data Loss Prevention
RingCentral employs a comprehensive system to prevent the inad vertent or intentional compromise of RingCentral data and Protected Data.

E. Due Diligence Over Sub-Contractors
RingCentral will:
i. maintain a security process to conduct appropriate due diligence prior to engaging sub-contractors. ii. assess the security capabilities of any such sub-contractors on a periodic basis to ensure subcontractors’ ability to comply with the Measures described in this document.
iii. apply written information security requirements that oblige sub -contractors to adhere to RingCentral ’s ke y information security policies and standards consistent with and no less protective than these Measures.

F. Non-Disclosure
RingCentral ensures that employees and contractors/sub-contractors who process Protected Data are bound in writing by obligations of confidentiality.

6. Physical Security
A. General
RingCentral:
i. Restricts access to, controls, and monitors all physical areas where RingCentral Services process Protected Data (“Secure Areas”).
ii. Maintains appropriate physical security controls on a 24-hours-per-day, 7-days-per-week basis (“24/7”). 22 01007.0001/1006393.3
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iii. Revokes any physical access to Secure Areas promptly after the cessation of the need to access buildings and system(s). iv. Performs review of access rights on at least an annual basis.

B. Access and Authorization Processes
RingCentral maintains a documented access authorization and logging process. The authorization and logging process will include at minimum:
i. Reports detailing all access to Secure Areas, including the identities and dates and times of access. ii. Reports to be maintained for at least one year as allowed by law. iii. Video surveillance equipment to monitor and record activity at all Secure Areas entry and exit points on a 24/7 basis to the extent permitted by applicable laws and regulations.
iv. Video recording to be maintained for at least 30 days or per physical location provider’s policies.

C. Data Centers
To the extent that RingCentral is operating or using a data center, RingCentral ensures that physical security controls are i n alignment with industry standards such as ISO 27001 and SSAE 16 or ISAE 3402 or similar standard including:
i. Perimeter security including fencing/barriers and video surveillance. ii. Secure access including security guard/reception.
iii. Interior access controlled through RFID cards, 2FA, anti-tailgating controls. iv. Redundant utility feeds and support for continuous delivery through backup systems. v. Redundant network connection from multiple providers.

7. Logical Security
A. User Identification and Authentication
RingCentral:
i. Maintains a documented user management lifecycle management process that includes manual and/or automated processes for approved account creation, account removal and account modification for all Information Resources and across all environments.
ii. Ensures that RingCentral users have an individual accounts for unique traceability. iii. Ensures that RingCentral users do not use shared accounts; where shared accounts are technically required controls are in place to ensure traceability.
iv. RingCentral user passwords are configured aligned with current NIST guidance.

For the customer facing applications, Customers may choose to integrate with SSO (Single Sign on) so that Customer retains control over their required password settings including Customer’s existing MFA/2FA solutions.

B. User Authorization and Access Control
RingCentral:
i. Configures remote access to all networks storing or transmitting Protected Data to require multi -factor authentication for such access.
ii. Revokes access to systems and applications that contain o r process Protected Data promptly after the cessation of the need to access the system(s) or application(s).
iii. Has the capability of detecting, logging, and reporting access to the system and network or attempts to breach security of the system or network.

RingCentral employs access control mechanisms that are intended to:
i. Limit access to Protected Data to only those Personnel who have a reasonable need to access said data to enable RingCentral to perform its obligations under the Agreement. ii. Prevent unauthorized access to Protected Data.
iii. Limit access to users who have a business need to know. iv. Follow the principle of least privilege, allowing access to only the information and resources that are necessary. v. Perform review access controls on a minimum annual basi s for all RingCentral ’s systems that transmit, process, or store Protected Data.
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8. Telecommunication and Network Security
A. Network Management
RingCentral:
i. Maintains network security program that includes industry standard firewall protection and two -factor authentication for access to RingCentral’s networks.
ii. Deploys an Intrusion Detection Systems (IDS) and/or Intrusion Prevention Systems (IPS) to generate, monitor, and respond to alerts which could indicate potential compromise of the network and/or host. iii. Monitors web traffic from the Internet and from internal sources to detect cyber -attacks including Distributed Denial of Service (DDoS) attacks against web sites / services and to block malicious traffic.

B. Network Segmentation
RingCentral:
i. Implements network segmentation between the corporate enterprise network and hosting facilities for Services. ii. Ensures separation between environments dedicated to development, staging, and production. iii. Restricts access between environments to authorized devices. iv. Controls configuration and management of network segregation and firewall rules through a formal request and approval process.

C. Network Vulnerability Scanning
RingCentral:
i. Runs internal and external network vulnerability scans against information processing systems at least quarterly. ii. Evaluates findings based on (where applicable) CVSS score and assessment of impact, likelihood, and severity. iii. Remediates findings following industry standard timelines.

9. Operations Security
A. Asset Management
RingCentral:
i. Maintains an accurate and current asset register covering hardware and software assets used for the delivery of services. ii. Maintains accountability of assets throughout their lifecycle. iii. Maintains processes to wipe or physically destroy physical assets prior to their disposal.

B. Configuration Management
RingCentral:
i. Maintains baseline configurations of information systems and applications based on industry best practices including:
a. Removal of all vendor-provided passwords.
b. Remove/disable unused services and settings.
c. Anti-malware/endpoint protection as technically feasible. ii. Enforces security configuration settings for systems used in the provision of the Services. iii. Ensures that clocks of all information processing systems are synchronized to one of more reference time sources.

C. Malicious Code Protection
i. To the extent practicable, RingCentral has endpoint protection in place, in the form of Endpoint Detection and Response (EDR) and/or antivirus software, installed and running on servers and workstations. ii. EDR alerts are monitored, and immediate action is taken to investigate and remediate any abnormal behavior. iii. Where used, antivirus software will be current and running to scan for and promptly remove or quarantine viruses and other malware on Windows servers and workstations.

D. Vulnerability, Security Patching
RingCentral:
i. Monitors for publicly disclosed vulnerabilities and exposures for impact to Supplier’s information systems and products. 24 01007.0001/1006393.3
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ii. Ensures quality assurance testing of patches prior to deployment. iii. Ensures that all find ings resulting from network vulnerability scanning and relevant publicly disclosed vulnerabilities and exposures are remediated according to industry best practices, including CVSS score and assessment of impact, likelihood and severity and are remediated following industry standard timelines.

E. Logging and Monitoring
RingCentral shall ensure that:
i. All systems, devices or applications associated with the access, processing, storage, communication and/or transmission of Protected Data, generate audit logs.
ii. Access to Protected Data is logged.
iii. Logs include sufficient detail that they can be used to detect significant unauthorized activity. iv. Logs are protected against unauthorized access, modification, and deletion. v. Logs are sent to a centralized location for aggregation and monitoring.

10. Software Development and Maintenance
A. Secure Development Lifecycle
RingCentral:
i. Applies secure development lifecycle practices, including, during design, development, and test cycles. ii. Ensures that products are subject to security design review including threat considerations and data handling practices. iii. Ensures that Services are subject to a secure release review prior to promotion to production.

B. Security Testing
As part of the secure development lifecycle, RingCentral:
i. Performs rigorous security testing, including, as technically feasible:
a. static code analysis.
b. source code peer reviews.
c. dynamic and interactive security testing.
d. security logic, or security “QA” testing.
ii. Ensures that Internet -facing applications are subject to application security assessment reviews and testing to identify common security vulnerabilities as identified by industry -recognized organizations (e.g., OWASP Top 10 Vulnerabilities, CWE/SANS Top 25 vulnerabilities).
iii. For all mobile applications (i.e. runn ing on Android, Blackberry, iOS, Windows Phone) that collect, transmit or display Protected Data, conducts an application security assessment review to identify and remediate industry -recognized vulnerabilities specific to mobile applications.
iv. Does NOT use Protected Data for testing.
v. Makes all reasonable effort to identify and remediate software vulnerabilities prior to release.

C. Annual Penetration Testing
RingCentral:
i. Engages qualified, independent third-party penetration testers to perform annual penetrati on test against its Products and environments where Protected Data is hosted.
ii. Requires sub-processors to perform similar penetration testing against their systems, environments, and networks. iii. Ensures remediation of all findings in a commercially reasonable period of time.

D. Product Vulnerability Management
RingCentral:
i. Uses commercially reasonable efforts to regularly identify software security vulnerabilities in RingCentral Services. ii. Provides relevant updates, upgrades, and bug fixes for known software security vulnerabilities, for any software provided or in which any Protected Data is processed.
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iii. Ensures that all findings resulting from internal and external testing are evaluated according to industry best practices, including CVSS score and assessment of impact, likelihood and severity and are remediated following industry standard timelines.

E. Open Source and Third-Party Software
RingCentral:
i. Maintains an asset registry of all third-party software (TPS) and open-source software (OSS) incorporated into the Services. ii. Uses commercially reasonable efforts to ensure the secure development and security of open-source software and third- party software used by RingCentral.
iii. Uses commercially reasonable efforts to evaluate, track and remediate vulnerabilities of open-source software (OSS) and other third-party libraries that are incorporated into the Services.

11. Data Handling
A. Data Classification
RingCentral maintains data classification standards including:
i. Public data, data that is generally available or expected to be known to the public. ii. Confidential data, data that is not available to the general public.

Protected Data is classified as RingCentral Confidential Data.

B. Data Segregation
RingCentral:
i. Ensures physical or logical segregation of Protected Data from other customers’ data. ii. Ensures physical separation and access control to segregate Protected Data from RingCentral data.

C. Encryption of Data
RingCentral:
i. Shall ensure encryption of Protected Data in electronic form in transit over all public wired networks (e.g., Internet) and all wireless networks (excluding communication over Public Switch Telephone Networks). ii. Excepting the Engage Communities feature of Engage Digital, shall ensure encryption of Protected Data in electronic form when stored at rest.
iii. Uses industry standard encryption algorithms and key strengths to encrypt Protected Data in transit over all public wired networks (e.g., Internet) and all wireless networks.

D. Destruction of Data
RingCentral shall:
i. Ensure the secure deletion of data when it is no longer required. ii. Ensure that electronic media that has been used in the delivery of Services to the Customer will be sanitized before disposal or repurposing, using a process that assures data deletion and prevents data from being reconstructed or read. iii. Destroy any equipment containing Protected Data that is damaged or non-functional.

12. Incident Response
RingCentral’s incident response capability is designed to comply with statutory and regulatory obligations governing incident response. As such, RingCentral:

A. Maintains an incident response capability to respond to events potentially impacting the confidentiality, integrity and/or availability of Services and/or data including Protected Data.

B. Has a documented incident response plan based on industry best practices.

C. Has a process for evidence handling that safeguards the integrity of evidence collected to including allowing detection of unauthorized access to.

D. Will take appropriate steps and measures to comply with statutory and regulatory obligations governing incident response.

When RingCentral learns of or discovers a security event which impacts Protected Data, RingCentral will notify Customer without undue delay and will take commercially reasonable steps to isolate, mitigate, and/or remediate such event. 26 01007.0001/1006393.3
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13. Business Continuity and Disaster Recovery
A. Business Continuity
RingCentral:
i. Ensures that responsibilities for service continuity are clearly defined and documented and have been allocated to an individual with sufficient authority.
ii. Has a business continuity plan (BCP) in place designed to provide ongoing provision of the Services to Customer. iii. Develops, implements, and maintains a business continuity management program to address the needs of the business and Services provided to the Customer. To that end, RingCentral completes a minimum level of business impact analysis, crisis management, business continuity, and disaster recovery planning. iv. Ensures that the scope of the BCP encompasses all relevant locations, personnel and information systems used to provide the Services.
v. Ensure that its BCP includes, but is not limited to, elements such location workarounds, application workarounds, vendor workarounds, and staffing workarounds, exercised at minimum annually. vi. Reviews, updates, and tests the BCP at least annually.

B. Disaster Recovery
RingCentral:
i. Maintains a disaster recovery plan, which includes, but is not limited to, infrastructure, technology, and system(s) details, recovery activities, and identifies the people/teams required for such recovery, exercised at least annually. ii. Ensures that the disaster recovery plan addresses actions that RingCentral will take in the event of an extended outage of service.
iii. Ensures that its plans address the actions and resources required to provide for (i) the continuous operation of RingCentral, and (ii) in the event of an interruption, the recovery of the functions required to enable RingCentral to provide the Services, including required systems, hardware, software, resources, personnel, and data supporting these functions. 27 01007.0001/1006393.3
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ATTACHMENT D
ATTACHMENT – RINGCENTRAL ONLINE TERMS
This Attachment is a part of the Master Services Agreement (the “Agreement”) that includes the terms and conditions agreed by the Parties under which RingCentral will provide the RingCentral Services to Customer.

1. Attachment Overview
The Master Services Agreement contains within it hotlinks to online terms and conditions (Online Terms) that are incorporated into the Agreement by reference. Customer desires to have a version of such Online Terms as they exist as of the Effective Date of the Agreement attached to the Agreement in hardcopy form. RingCentral is willing to attach such Online Terms as set out in this Attachment with the understanding that (i) they are presented here as a convenience to Customer, and (ii) subject to Section 2 below, in the event of a change in any such Online Terms subsequent to the Effective Date of the Agreement, such changed Online Terms shall replace and supersede those set out in this Attachment.

2. Changes to Online Terms
RingCentral may update the Online Terms from time to time and will provide notice to Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to Customer. In the event that any such update would be of material detriment to Customer and is not required by Law, Customer must inform RingCentral of its objection within thirty (30) days of receiving the notice provided under this provision. If the Parties, negotiating in good faith cannot reach agreement within thirty (30) days, Customer may terminate the portion of the Services affected by the change without penalty by written notice to RingCentral. Any use of the Services after the effective date will be deemed Customer’s acceptance of the change.

3. Those Online Terms Incorporated into the Agreement by Reference and Set Out Herein Exhibit A MSA_2.b.i_RingCentral, Inc. Terms and Conditions of Sale of Hardware Exhibit B MSA_2.b.ii_RingCentral Phone Lease Program and Rental Agreement Exhibit C MSA_2.b.iii Device as a Service Rental Agreement Exhibit D MSA_5.A_Technical Sufficiency Criteria_RingCentral Exhibit E MSA_5.B.i_Acceptable Use Policy_RingCentral
Exhibit F MSA_5.B.ii_Emergency Services_RingCentral
Exhibit G MSA_5.B.iii_Numbering Policy_RingCentral
Exhibit H MSA_9.A_DataProcessing Addendum_RingCentral
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EXHIBIT A
RingCentral, Inc. Terms and Conditions of Sale of Hardware SOURCE: MSA_2.b.i https://www.ringcentral.com/legal/ringcentral-hardware-terms-conditions.html

1. Definitions
a. Where used in these Terms and Conditions of Sale of Hardware:
i. “Authorized Representative” means any person who holds the job title and office of General Manager, Finance Director or Vice-President.
ii. “Customer” means you or any of your subsidiaries purchasing Product from RingCentral. iii. “Conditions” means these Terms and Conditions of Sale. iv. “Contract” means any agreement for the purchase and sale of Products between RingCentral and Customer which result from a Purchase Order submitted to and accepted by RingCentral under these Conditions. v. “Contract Date” means the date upon which a Purchase Order is accepted by RingCentral. vi. “Force Majeure” means, without limitation, any acts of God, government, war, terrorism, riot, fire, floods, earthquakes, explosions, strikes, lockouts, cessation of labor, trade disputes, breakdowns, accidents of any kind or any other causes which, in all cases, are beyond the reasonable control of RingCentral (including delay or shortages by its Suppliers). vii. “Products” means the hardware, software, or any combination thereof, and related documentation, identified in the Website, https://www.ringcentral.com/office/voip-phone.html1 which are made available for purchase and/or license by Customer pursuant to a Contract. Products shall be new or like-new, unless Customer requests refurbished Product.

RingCentral will fulfil Purchase Orders for refurbished Product to the extent RingCentral has refurbished Product available. viii. “Purchase Order” means Customer’s submission of a written or electronic order for Products through the Website or other documentation indicating name, quantity and pricing of Products to be purchased. ix. “RingCentral” means RingCentral, Inc. and its subsidiaries. x. “Supplier” means the supplier, licensor, publisher, manufacturer or other third-party provider of Products. xi. “Website” means the portal hosted by RingCentral through which Products are made available for purchase. b. As used in these Conditions, (i) any reference to a statute shall be construed as a reference to that statute as amended, re- enacted or otherwise modified from time to time, (ii) the term “including” will always be deemed to mean “including, without limitation”, (iii) a definition is equally applicable to the singular and plural forms of the feminine, masculine and neuter forms of the term defined, and (iv) any headings in these Conditions are for convenience only and shall not affect the interpretation of any terms.

2. General Ordering Terms.
a. Customer may purchase Products under these Conditions by issuing a Purchase Order to RingCentral. Only a Purchase Order submitted by Customer shall constitute an offer to contract subject to these Conditions. All Purchase Orders are subject to acceptance by RingCentral.
b. No additional or alternative terms or conditions or any alteration to these Conditions proposed by the Customer contained or referred to in a Purchase Order or other form submitted to RingCentral shall be deemed to apply unless they are expressly accepted in writing by an Authorized Representative of RingCentral with respect to that Purchase Order. c. Customer’s subsidiaries shall be defined as any entity which the Customer controls or owns more than 50% of its shares. Customer guarantees full and prompt payment to RingCentral of any sums as they fall due for any Purchase Orders placed hereunder by Customer’s subsidiaries.

3. Cancelling & Rescheduling Purchase Orders.

Except as set forth below, no Purchase Order which has been accepted by RingCentral may be cancelled or rescheduled by Customer except with written agreement by RingCentral.

4. Limited Product Return Right.
a. Product may be returned by Customer for any reason within thirty (30) days of delivery of the Product (“Return Period”), and RingCentral will accept the return and provide a refund to Customer of the price paid by Customer for the Product, or a lesser amount depending on the condition of the returned Product, as set forth below. The refund shall also include taxes and any fees, duties and similar charges that were paid by Customer to RingCentral and refundable. The refund will not include the shipping fees associated with the purchase of the Product. The amount of the refund will be dependent on the condition of the returned Product, such condition determined solely by RingCentral. If the Product is, in RingCentral’s sole discretion, in such a condition that it cannot be resold, no refund will be provided. Customer shall contact RingCentral to arrange for any such return. All returns under this Section 4 are subject to a processing fee (which includes shipping charges to return the Product) (a “Return Processing Fee”) of thirty Canadian dollars (CDN$30.00), fifteen British pounds (£15.00), eighteen Euros (€18.00), or twenty-five US dollars (US$25.00) or its equivalent for any other currency, that shall be charged to Customer by RingCentral. The Return Processing Fee will be assessed on each returned Product and will be collected at the time of processing Customer’s return request
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5. Prices
a. The price of Products on the Contract Date shall be the quoted price. All prices and charges are exclusive of the cost of shipping, delivery and insurance, if any, as well as applicable value added tax (VAT), sales, use, consumption, privilege, gross sales tax (GST), and other taxes (other than taxes based upon RingCentral’s net income), duties or customs fees for which the Customer shall be additionally liable for paying. In addition, prices exclude any copyright levies, waste and environment fees and similar charges that RingCentral by law or statute may charge or collect upon in accordance with such laws or statutes. b. Customer will be responsible for any sales, uses, excise, value added, services, consumption, and other taxes and duties payable by Customer on any Products purchased by Customer where the tax is imposed on Customer’s acquisition or use of such Products and the amount of tax is measured by Customer’s costs in acquiring such goods or services. Customer shall make all payments of any such taxes to RingCentral without reduction for any withholding taxes, which shall be Customer’s sole responsibility. All taxes shall be paid by Customer to RingCentral unless Customer provides RingCentral with a valid certificate of exemption acceptable to the appropriate taxing authority.

6. Invoicing and Payment.
a. Customer shall pay the purchase price, without any deduction or set-off, within thirty (30) days from the date of the invoice which shall be issued to Customer on the date that Products are shipped. Invoices shall be issued by RingCentral to Customer upon delivery of the Products in accordance with Section 7. b. Customer shall make payment to RingCentral in the currency indicated on the invoice. c. All express deliveries may be subject to additional shipping charges regardless of invoice value. d. If: (i) Customer fails to make any payment under any Contract when due; (ii) Customer is a body corporate and any resolution or petition to wind up Customer’s business (other than for the purpose of amalgamation or reconstruction) is passed or presented; or (iii) Customer is an individual or a partnership, and any grounds arise for the application for a bankruptcy order made under applicable bankruptcy and/or insolvency laws (an “Act of Bankruptcy”), then, without prejudice to any other right or remedy available to RingCentral, the full price of all Products delivered to Customer under any Contract, but not paid, shall become immediately due (notwithstanding any previously agreed credit terms) and RingCentral may take any or all of the following courses of action:
i. by notice, suspend or terminate any Contract or any part thereof, without liability, stop any Products in transit and, at its discretion, subject to Section 8, enter Customer’s premises to recover Products for which payment has not been made in full;
ii. charge Customer interest, both pre- and post- judgment, on any unpaid amount past due, at the rate of 2.5% per month, or the maximum rate allowed by law, until full payment is made. For clarity, a part of a month shall be treated as a full month for the purpose of calculating interest; iii. set-off any amounts due against any credit note, balance or other liability issued by RingCentral to Customer; iv. appropriate any payment made by Customer for such Products as RingCentral may deem fit (notwithstanding any purported appropriation by Customer); and/or
v. alter Customer’s payment terms, which may include withdrawing or altering any credit limit previously granted, requiring prepayment, and demanding adequate assurance of due performance by Customer through the provision of a bank guarantee.

7. Delivery, Risk of Loss, and Title
Customer agrees that all deliveries of Products (including deliveries after repair or replacement) will be made as follows:
a. Delivery. Unless RingCentral provides Customer with express written confirmation of a different delivery term, all deliveries of Products will be made FCA (INCOTERMS 2010) at the delivery point specified by RingCentral. Notwithstanding the agreed delivery term, RingCentral may charge Customer for shipping and handling charges, which may be reflected as a separate line item on RingCentral's invoice.
b. Title and Risk of Loss. Title and Risk of Loss to all Products will pass to Customer when the Products are transferred to a carrier at RingCentral´s designated shipping location. Title to Software provided under this Agreement will remain solely with RingCentral and its licensors. Notwithstanding the foregoing, should Customer fail to pay RingCentral for Products within thirty (30) days of shipment, Title may, in RingCentral’s sole discretion revert back to RingCentral upon written notice to Customer. c. Any dates quoted for delivery of the Products are approximate only and RingCentral shall not be liable for any delay in delivery of the Products however caused. Any Products may be delivered by RingCentral in advance of the quoted delivery date upon giving reasonable notice to Customer.
d. If the destination of the Products is not in the same country as RingCentral’s designated shipping location, RingCentral may arrange on behalf of the Customer, for its shipping vendor to deliver the Products in the destination country. The foregoing in the understanding that: i) the shipment of the Products to the destination country is permitted by RingCentral, its Supplier, OEMs, and applicable regulations; ii) the delivery term will remain FCA (Incoterm 2010) RingCentral’s designated shipping point; iii) Customer remains responsible for all charges as described in Section 5(a); iv) RingCentral shipping agent accepts to manage the exportation and importation of the Products for the Customer; and, v) Customer will remain responsible for import and export regulations and compliance with applicable laws, including without limitation Section 15 Compliance with Laws of these terms.
e. Claims for non-delivery of Products must be made in writing to RingCentral within fifteen (15) working days from: (i) the date of invoice; or (ii) receipt of partial delivered of the Products, if any. Customer agrees to notify RingCentral promptly in the event Customer receives the invoice prior to receipt of the Products. f. Customer agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by the parties in writing. Where the parties agree in writing that a shipment must be sent complete, Customer agrees to accept allocations of 30 01007.0001/1006393.3
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Product in the event of shortage by Supplier. Where the Products are delivered in installments, each delivery shall constitute a separate Contract. Failure by RingCentral to deliver any one or more of the installments in accordance with these Conditions or any claim by Customer in respect of any one or more instalments shall not entitle Customer to treat a Contract as repudiated or to cancel any other instalment.
g. If Customer fails to take delivery of the Products within 48 hours after the scheduled date of shipment, or fails to give RingCentral adequate delivery instructions in its Purchase Order, then, without prejudice to any other right or remedy available, RingCentral may: (i) store the Products until actual delivery and charge Customer for the reasonable costs thereof, including insurance costs; (ii) terminate the Contract forthwith and sell the Products; or iii) ship the Products by a freight forwarder to Customer´s business location business location indicated in the correspondent purchase order with Customer remaining responsible for all reasonable freight and insurance costs. Title and Risk of Loss will pass when the Products are transferred to the freight forwarder at RingCentral´s, or its Supplier’s, designated shipping location. h. Customer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a Contract.
i. Customer’s right to possess any Products, for which payment has not made shall immediately cease: (i) after the appointment of a receiver to its property; (ii) after it has been placed in liquidation or administration; (iii) when and if Customer makes an arrangement for the benefit of creditors generally, suffers or permits the appointment of an administrator, administrative receiver or receiver for its business or assets, or avails itself or becomes subject to any proceeding under any applicable bankruptcy laws; (iv) if Customer is unable to pay its debts within the meaning of applicable bankruptcy and insolvency laws; (v) if Customer, not being a company, has become bankrupt; or (vi) if Customer otherwise ceases to trade or threatens to cease to trade.

8. Publications & Specifications.

Any and all specifications, descriptions, photographs, measurements, capacities or illustrations contained in any catalogues, price lists, brochures, leaflets, proposals, advertising matter, publications of RingCentral or a Supplier are intended to be illustrative and approximate only and shall not form part of a Contract or constitute a representation, warranty or condition regarding any Products unless specifically agreed by written agreement between the Customer and RingCentral. No employee or agent of RingCentral (or any entity acting on RingCentral’s behalf) has any authority to make any representation regarding the Products. Customer acknowledges that it has not been induced to accept these Conditions by any representations or statement, oral or written, not expressly contained herein.

9. Warranty
a. Customer understands that RingCentral is not the Supplier of the Products. Accordingly, all Products are sold subject to the express warranty terms, if any, specified by the original Supplier of the Products. Any software supplied to Customer pursuant to a Contract is supplied subject to the provisions of the Supplier’s licensing terms. RingCentral will pass through to Customer all warranties that RingCentral is expressly authorized by the original Supplier to pass through to Customer. b. RingCentral represents and warrants that title to all Products shall be free from all security interests, liens, and encumbrances at the time of delivery to Customer. The foregoing shall not be construed, and RingCentral does not provide, any warranty against infringement of a third-party intellectual property right. Any warranties, conditions or other terms implied by common law or statute or otherwise in connection with these Conditions (except to title, in the case of Products) are hereby expressly excluded to the fullest extent permitted by law, save for fraudulent misrepresentation.

10. Warranty Assistance.
a. For all Returned Products (whether pursuant to a Warranty Claim or otherwise) RingCentral will, on the Customer’s behalf, initiate an RMA request with Supplier. Following an RMA request, RingCentral shall issue an RMA number and issue a shipping label to Customer via electronic exchange (an “RMA”). b. Customer shall immediately notify RingCentral if any Products supplied to Customer prove to be defective in quality or condition within the Supplier’s warranty period (the “Claim”). Upon receipt of notification of such Claim, RingCentral shall notify Customer whether, as a matter of Supplier policy, the Claim must be handled directly with the Supplier or indirectly through RingCentral. In the event the Claim must be handled directly between Customer and Supplier, RingCentral shall provide contact information to enable Customer to contact Supplier. In the event the Claim will be handled by RingCentral, then RingCentral shall provide Customer with a return material authorization (“RMA”) for Customer to return the Products to RingCentral, and Customer shall return such Products to RingCentral in accordance with these Conditions and RingCentral’s then current RMA policy (which shall be made available to Customer upon request). c. No Products may be returned to RingCentral without a valid RMA number displayed on the Products packaging. Any Products returned without a valid RMA number displayed on the Products packaging will be refused or returned. RingCentral shall not be obligated to ship replacement Products to Customer until RingCentral is in receipt of the original Products being returned. Notwithstanding the foregoing, upon receipt of notification of any warranty claim within the first ninety (90) days after receipt of the Product by Customer, RingCentral shall process such warranty claim per Supplier procedures and ensure the shipment of a replacement Product to Customer. Replacement Product may be new or used. After the first ninety (90) days from receipt of the Product by Customer, and unless otherwise directed by RingCentral, the Customer must contact the Supplier directly for any warranty repair or replacement services. d. During the first ninety (90) days after Customer’s receipt of the Product, RingCentral is responsible for all shipping fees associated with a warranty claim (including, without limitation, both return of the defective Product and shipment of the replacement Product). Customer shall be responsible for any such shipping costs for warranty claims made after such initial ninety (90) day period.
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e. Customer agrees that RingCentral’s sole liability to Customer regarding any Product defect claims is limited to the administration of such claims with the Supplier, and as set forth herein. After the first ninety (90) days from Customer’s receipt of Product, RingCentral’s liability to Customer regarding any Product defect claims is limited to and is expressly contingent upon RingCentral’s ability to obtain a refund, credit or replacement Products from the Supplier. RingCentral has no obligation to accept a return of Products where the Customer fails to comply with Supplier’s policy on Product returns. f. RingCentral shall not be liable or responsible for administering any defect or other claim which arises from normal wear and tear, misuse, negligence, accident, abuse, use not in accordance with Supplier’s Product documentation, modification or alteration not authorized by Supplier, or use in conjunction with a third party product. RingCentral reserves the right to determine whether any Products are defective.

11. Warranty Returns
a. Any Products returned pursuant to an RMA issued by RingCentral must be shipped to RingCentral within fifteen (15) working days of the date of such RMA. Following an RMA request, RingCentral shall issue an RMA number and issue a shipping label to Customer via electronic exchange.
b. Customer irrevocably authorizes RingCentral to carry out any necessary tasks related to the repair or replacement of Products on behalf of Customer under these Conditions.
c. Unless RingCentral collects Products using its own carrier, Customer agrees that RingCentral shall not be liable for any loss or damage to Products returned to RingCentral.

12. Limitation of Liability
a. RINGCENTRAL’S LIABILITY FOR ANY DIRECT LOSS OR DAMAGE ARISING OUT THESE CONDITIONS AND ANY

CONTRACT FOR THE SALE AND PURCHASE OF PRODUCTS HEREUNDER SHALL BE LIMITED TO AND SHALL UNDER NO CIRCUMSTANCES EXCEED FIVE (5) TIMES THE PRICE PAID BY CUSTOMER FOR THE PRODUCTS GIVING RISE TO THE CLAIM (EXCLUDING APPLICABLE TAXES). RINGCENTRAL SHALL HAVE NO LIABILITY UNDER

THESE CONDITIONS OR ANY CONTRACT IF RINGCENTRAL HAS NOT RECEIVED PAYMENT OF THE TOTAL INVOICE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM.
b. EXCEPT AS EXPRESSLY PROVIDED IN THESE CONDITIONS, RINGCENTRAL AND ITS SUPPLIERS SHALL NOT BE

LIABLE TO CUSTOMER FOR ANY FINANCIAL, CONSEQUENTIAL OR OTHER LOSS OR DAMAGE CAUSED TO

CUSTOMER BY REASON OF ANY REPRESENTATION, WARRANTY (EITHER EXPRESS OR IMPLIED), CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW; OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR

CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, RECORDS OR DATA, COSTS OF

PROCUREMENT OF SUBSTITUTE PRODUCTS, DAMAGE TO REPUTATION OR GOODWILL, OR ANY MATTER BEYOND

ITS REASONABLE CONTROL) OR FOR ANY OTHER CLAIMS FOR COMPENSATION HOWEVER CAUSED (WHETHER

CAUSED BY THE NEGLIGENCE OF RINGCENTRAL, ITS EMPLOYEES, AGENTS, SUPPLIERS OR OTHERWISE) WHICH

ARISE OUT OF OR IN CONNECTION WITH THESE CONDITIONS OR A CONTRACT HEREUNDER, EVEN IF

RINGCENTRAL OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, LIABILITY OR DAMAGES.
c. Nothing contained herein shall be construed as excluding or limiting RingCentral’s liability for death or personal injury caused by RingCentral’s negligence, or willful misconduct.

13. Intellectual Property Rights
a. Customer acknowledges that the Products are the intellectual property of the Suppliers and, to the extent any logos, copyrights, trademarks, or similar intellectual property of RingCentral or its partners are affixed to Products, RingCentral or its partners, as applicable. Nothing contained herein shall be deemed to grant any right or title to such intellectual property to Customer. Customer further agrees not to translate, reverse compile or disassemble any software. Customer will not remove, alter or destroy any form of copyright notice, proprietary markings, serial numbers, or confidential legends placed upon or contained within any Products.
b. Customer understands and agrees that RingCentral will not and has no duty to indemnify, defend or hold Customer or a third party harmless from or against any claims, losses, liabilities, damages, costs and expenses, judgments or settlement amounts arising out of or in connection with the actual or alleged infringement of a third party’s intellectual property rights, except and only to the extent that a Supplier has expressly agreed to offer such indemnification and defense to Customer on a pass through basis. In addition, RingCentral will pass through to Customer all indemnities made available by Supplier that Supplier has expressly authorized RingCentral to pass through to Customer. c. Nothing contained herein shall be construed as authorizing or granting to Customer any right or license to use any logo, trademark or trade name of RingCentral, or any Supplier, any license of which shall be subject to separate agreement including any then current policies of RingCentral, or its Suppliers, as appropriate.

14. Force Majeure
a. Neither party shall be liable to the other party or be deemed in breach of these Conditions or any Contract by reason of delay or failure to perform if such delay or failure to perform was caused by Force Majeure. b. In the event of a Force Majeure event: (i) the party claiming Force Majeure shall, as soon as commercially practicable, notify the other party of such Force Majeure event provided the notifying party shall incur no liability for its failure to give such notice; (ii) the notifying party’s duty to perform shall be suspended for the duration of the Force Majeure event; and (iii) the time of performance for the party impacted by the Force Majeure event shall be extended by a period equal to the duration of said Force Majeure event.
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c. In the event a Force Majeure event should continue for more than ninety (90) days, either party may, by written notice to the other, cancel a Contract insofar as Products remain undelivered under said Contract. Upon such cancellation, RingCental shall have no obligation to deliver and Customer will have no obligation to accept delivery of or pay for the undelivered Products, but the Contract shall remain in full force and effect regarding all Products delivered prior to the date of cancellation.

15. Compliance with Laws
a. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. b. This Agreement, and all hyperlinks, Exhibits, Attachments, and documents incorporated in reference, shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. c. RingCentral shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement.
d. Customer warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Customer has obtained prior written approval from the appropriate department of the US Government or any other government within jurisdiction.
e. It is RingCentral’s sole and exclusive responsibility to obtain any and all appropriate approvals from the applicable government entities, which may include the US government, the United Kingdom, and/or member states of the EU and EFTA or any other government with jurisdiction, prior to exporting such Products, or any technical data related thereto, from the country where the Products were delivered . Customer shall not be responsible for any costs, importation duties, liabilities or damages resulting from RingCentral’s failure to obtain any such required authorization. f. Customer and RingCentral warrant they will not take any action or permit or authorize any action which will render the other party liable for a violation of any applicable anti-corruption and anti-bribery laws and: (a) will not violate or cause the other party to violate such laws in connection with the sale and distribution of the Products; and (b) will notify the other party in writing if any of its owners, partners, principals, directors or officers are or become officials, officers or representatives of any government or political party or candidate for political office. g. RingCentral shall comply with all applicable laws pertaining to hazardous substances, and electric or electronic waste, which may include, but is not limited to, EU Directives 2002/95/EC (Restriction on Hazardous Substances) and 2002/96/EC dated January 27, 2003 (Waste Electrical and Electronic Equipment) (“WEEE”) generally and as instated within each country into which Products are imported, exported or otherwise distributed by Customer, such obligation which shall include registering as a “producer” under applicable WEEE legislation.

16. Additional Terms of Sale
a. Notwithstanding anything to the contrary herein, RingCentral and its Suppliers reserve the right to make any changes in the specifications of the Products, without notice to Customer, which are required in order to conform to any statutory or other legal requirements or which do not materially affect the performance of the relevant Products. b. Any Products which are subject to guidelines, restrictions or provisions imposed by a Supplier are sold, supplied and delivered to Customer subject to any such guidelines, restrictions or provisions, which will be provided to Customer upon request.

17. Choice of Law & Venue
a. These Conditions, and any Purchase Order placed under them shall be governed by the laws and be subject to the exclusive jurisdiction of the courts set forth below.
b. For Purchase Orders submitted to RingCentral UK Limited: These Conditions and any dispute, claim or controversy arising out of, or relating to these Conditions, including formation, interpretation, breach or termination of these Conditions, a Purchase Order or a Contract, will be governed by and intended to be construed under the laws of England and Wales. Any related action, lawsuit, or proceeding shall be brought in and adjudicated by the by the courts of England and Wales. c. For Purchase Orders submitted to RingCentral Inc, or any other RingCentral’s subsidiary or affiliate: These Conditions and any dispute, claim or controversy arising out of, or relating to these Conditions, including formation, interpretation, breach or termination of these Conditions, a Purchase Order, or a Contract, will be governed by California State laws, excluding Conflict of law principles. The parties agree that Supreme Court of the State of California, Los Angeles County, or the United States District Court for the Central District of California, shall have sole and exclusive jurisdiction and venue over any matter arising out of these Conditions and any orders placed under them, and each party hereby submits itself and its property to the venue and jurisdiction of such courts.
d. The UN Convention on Contracts for the International Sale of Goods does not apply. e. Each party waives any right it may have to claim that the chosen jurisdiction under these Conditions is not a convenient forum and expressly waives any right to a jury trial regarding disputes related to these Conditions.

18. Miscellaneous.
a. Assignment. Customer may not transfer or assign these Conditions to a third party by operation of law or otherwise without the prior written consent of RingCentral. RingCentral may assign any Purchase Order or these Conditions, in whole or in part without the consent of the Customer. RingCentral shall endeavor to provide prompt notice of any assignment to the Customer.

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b. Waiver. Failure by either party to enforce any provision of these Conditions or a Contract shall not be deemed a waiver of the right to thereafter enforce that or any other provision of these Conditions or a Contract. c. Severability. In the event that any provision of these Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Conditions will remain in full force and effect. d. Notices. All notices shall be in writing and shall be sufficiently given if delivered by email to Customer’s registered address in its RingCentral Admin Portal, personally or by a reputable overnight carrier with proof of delivery or mailed by registered mail to Customer at the address provided by Customer in Customer’s RingCentral Admin Portal, and to RingCentral, Inc. at 20 Davis Drive, Belmont, CA 94002, Attention: Legal Department or to such other address or addressee as either party may, from time to time, specify by notice in accordance with this Clause. Notices shall be deemed given upon receipt by the addressee. e. The Customer has requested these terms be drawn up in English. Le client a exigé que les présentes Conditions Générales soient rédigées en anglais.

19. Entire Agreement
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by RingCentral and the Customer. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
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EXHIBIT B
RingCentral Phone Lease Program and Rental Agreement
SOURCE: MSA_ 2.b.ii https://www.ringcentral.com/legal/lease-rental.html Last Updated: September 2021
RingCentral’s Hardware Rental Agreement (“Rental Agreement”) is available to Customers whose RingCentral MVP Services have a minimum Initial Term of at least twenty-four (24) months. This Rental Agreement is incorporated into and made a part of the agreement you accepted and/or signed which governs your use of the RingCentral MVP Services (the “Master Services Agreement” or “MSA”).

In the event of differing terms or a conflict between the terms of the MSA and the Rental Agreement, the terms of the Rental Agreement will prevail. Any capitalized terms not defined herein will have the meaning ascribed to them in the MSA.

A. Rental Services
I. This Rental Agreement is for the rental of certain telecommunications hardware (including all accessories provided therewith, each, a “Rental Device”) and repair/replacement of same by RingCentral (collectively, the “Rental Services”). Fees are charged on a recurring basis (the “Rental Fee(s)”). As a part of your recurring bill from RingCentral, you agree to pay the Rental Fees for all Rental Devices.

The Rental Fees do not include taxes or fees, which vary by location of rental. Taxes are calculated on the full list price or RingCentral’s cost, as required by the relevant taxing authority.

II. The Rental Fees for Rental Services will begin on the Start Date of the Initial Order Form for the RingCentral MVP Services subscription and shall continue for the Initial Term and renew in accordance with the Order Form (each a “Renewal Term”).

Notwithstanding the above, at any time with thirty (30) days prior written notice either party may terminate this Rental Agreement.

III. Upon any termination of the Rental Agreement or Rental Services, you agree to return the Rental Device(s) (including all accessories and materials that were originally provided with the Rental Device(s)) consistent with RingCentral’s written instructions and in accordance with Section C (i) below. If you do not return a Rental Device(s) within thirty (30) days following the termination, you will be sent a written notice giving an additional fifteen (15) days to return the Rental Device(s). If you do not return the Rental Device(s) after the additional fifteen(15) days, you will automatically deemed to have purchased the Rental Device(s) pursuant to Section C (ii) below, an invoice will be issued, and the amount owed shall be due immediately.

IV. Rental Devices Ownership; Damage and Loss. RingCentral is and will remain the owner of each Rental Device unless title is conveyed to you in writing following RingCentral’s confirmation to you of its receipt of your payment in full of the purchase price for the Rental Device. You will not (i) grant any third party any right to use, possess, or control any Rental Device, (ii) rent any Rental Device to any third party, (iii) attempt to dispose of any Rental Device, (iv) grant any interest or right in a Rental Device to any third party, or (iv) assign any claims, offsets, or defenses you may have against RingCentral. Upon RingCentral’s request, and to the extent permitted by applicable law, you will execute and deliver to RingCentral any documents or forms for protecting RingCentral’s ownership and interest in each Rental Device.

V. You have fifteen (15) business days upon receipt of each Rental Device to notify RingCentral of any damage or functional issues with a Rental Device. If you don’t provide such notice, each Rental Device is deemed to be in good working order at the time of receipt.

VI. In the event that any Rental Device delivered to you is stolen, lost, damaged, or transferred to any third party, regardless of the circumstances or cause, you will immediately notify RingCentral in writing and pay RingCentral the purchase price as determined in Section C (ii), unless the event occurs in the first 12 months of the Initial Term, in which case the purchase price will be the full list price for the Rental Device.

B. Rental Device Usage
You will ensure that: (a) each Rental Device will only be used in a careful and proper manner and in accordance with the written instructions provided with it by RingCentral, as may be updated by RingCentral or the manufacturer of the Rental Device from time to time; (b) each Rental Device will not be defaced, modified, used or operated in any manner or for any purpose in violation of any federal, state, or local law or regulation; (c) each Rental Device must remain within the country expressly permitted for its use by the Master Services Agreement, and may not be exported or re-exported to any other country; (d) any regulatory or certification markers affixed to a Rental Device may not be intentionally removed, defaced, or otherwise obstructed; and (e) each Rental Device will only be repaired subject to RingCentral’s express written authorization and in accordance with RingCentral’s instructions and requirements.

C. Return/Purchases
i. Returns
I. All Rental Devices returned must be fully functional and must include the manuals. If the Rental Device is not fully functional, you will be obligated to pay RingCentral the purchase price pursuant to Section C (ii) below, unless the return occurs in the first 12 months of the Initial Term, in which case the purchase price will be the full list price for the Rental Device. RingCentral may charge you a minimum 35 01007.0001/1006393.3
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restocking fee of twenty-five dollars ($25.00) USD (if you are billed in another currency, please contact RingCentral customer service for the fee amount applicable).

II. You agree to pay all packaging, shipping and handling charges related to any Rental Device and related hardware returns, regardless of the reason for the return.

III. Before returning any Rental Device or hardware that has data in its memory, you are solely responsible to transfer all files you wish to retain. Once the Rental Device and related hardware is returned, your files cannot be recovered and you release us of any liability for any lost, damaged, or destroyed files, data, or other information. ii. Purchases

You may purchase a Rental Device(s) at any time following 12 months from the date you received the Rental Device(s) provided you are current on your payment of Rental Fees, as follows:
after

(1) 12 months - purchase price is 70% of list price;

(2) 24 months - purchase price is 60% of list price;

(3) 36 months - purchase price is 50% of list price;

(4) 48 months - purchase price is 40% of list price; and

(5) 60 months - purchase price is 30% of list price.

D. Warranty Disclaimer

RINGCENTRAL MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION

OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

To the extent permitted by Law, RingCentral shall pass through to Customer all warranties RingCentral receives in connection with the Rental Device provided by the manufacturer.

E. General Terms

You authorize us to collect any Rental Fees owed by you pursuant to the payment method as outlined in the MSA. This Rental Agreement is the binding obligation between the Parties, enforceable against them in accordance with its terms and the terms of the MSA.

RingCentral may, in its discretion, update or change the on-line version of the terms and conditions of the Rental Agreement, and the version of Rental Agreement applicable to each Rental Device is the version of this Rental Agreement then in effect on the Start Date of the Rental Service for that Rental Device.

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EXHIBIT C
Device as a Service Rental Agreement
SOURCE: MSA_ 2.b.iii https://www.ringcentral.com/legal/daas-agreement.html Last updated December 14, 2022
RingCentral’s Device as a Service Rental Agreement (“DaaS Agreement”) is available to customers whose RingCentral Services have a minimum Initial Term of at least twenty-four (24) months. This DaaS Agreement is incorporated into and made a part of the agreement you accepted and/or signed which governs your use of the RingCentral Services (the “Master Services Agreement” or “MSA”).

In the event of differing terms or a conflict between the terms of the MSA and the DaaS Agreement, the terms of the DaaS Agreement will prevail. Any capitalized terms not defined herein will have the meaning ascribed to them in the MSA.

A. DaaS Services
I. This DaaS Agreement is for the rental of hardware, selected by You from RingCentral’s DaaS hardware list (including all accessories provided therewith, each, a “DaaS Device”) and repair/replacement of same by third party partners (collectively, the “DaaS Services”).

Fees are charged on a recurring monthly basis (the “DaaS Fee(s)”). As a part of your recurring bill from RingCentral, you agree to pay the DaaS Fees for all DaaS Devices. The DaaS Fees do not include taxes or fees, which vary by location of rental.

II. DaaS Fees for each DaaS Device will begin on the Start Date of the Initial Order Form for the RingCentral Services subscription and shall continue for a non-cancelable initial period of twenty-four (24) months (“Initial Term”), after which this Agreement will renew on a month-to-month basis unless terminated, or the parties agree to a Renewal Term (all such Renewal Terms shall be non-cancelable during the term).

III. Either Party may, with thirty (30) days’ written notice to the other, terminate any DaaS Service, provided however, that no termination will be effective for any DaaS Device in an Initial Term or Renewal Term. Notwithstanding the foregoing, RingCentral may terminate any DaaS Service or this Agreement immediately if it determines Your use of the DaaS Devices violate the terms of this Agreement. Upon any termination of the DaaS Agreement or DaaS Services, you agree to return the DaaS Device(s) (including all accessories and materials that were originally provided with the DaaS Device(s) consistent with RingCentral’s written instructions and in accordance with Section C (i) below. If you do not return a DaaS Device(s) within thirty(30) days following the termination, you will continue to be charged DaaS Fees until the DaaS Device is returned, in addition to any other remedies as described in Section A(VI). In the event a DaaS Device or this Agreement is terminated by RingCentral due to Your Violation of this Agreement, all sums due under this Agreement become immediately due and payable and you must return any DaaS Device.

IV. DaaS Devices Ownership; Damage and Loss. At no time during the Term will title for any DaaS Device transfer to You. You will not (i) grant any third party any right to use, possess, or control any DaaS Device, (ii) rent any DaaS Device to any third party, (iii) attempt to dispose of any DaaS Device, (iv) grant any interest or right in a DaaS Device to any third party, or (iv) assign any claims, offsets, or defenses you may have against RingCentral. Upon RingCentral’s request, and to the extent permitted by applicable law, you will execute and deliver to RingCentral any documents or forms for protecting RingCentral’s hardware partners’ ownership and interest in each DaaS Device.

V. You have fifteen (15) business days upon receipt of each DaaS Device to notify RingCentral of any damage or functional issues with a DaaS Device. If you don’t provide such notice, each DaaS Device is deemed to be in good working order at the time of receipt.

VI. In the event that any DaaS Device delivered to you is stolen, lost, damaged, or transferred to any third party, regardless of the circumstances or cause, you may elect to either (i) continue to pay the DaaS Fees for the remainder of the Initial or then current Renewal Term, plus the applicable MCV at the expiration of the term, or (ii) pay all due DaaS Fees, plus the applicable MCV immediately.

B. DaaS Device Usage
You will ensure that: (a) each DaaS Device will only be used in a careful and proper manner and in accordance with the written instructions provided with it by RingCentral, as may be updated by RingCentral or the manufacturer of the DaaS Device from time to time; (b) each DaaS Device will not intentionally be defaced, modified, used or operated in any manner or for any purpose in violation of any federal, state, or local law or regulation; (c) each DaaS Device must remain within the country expressly permitted for its use by the Master Services Agreement, and may not be exported or re-exported to any other country; (d) any regulatory or certification markers affixed to a DaaS Device may not intentionally be removed, defaced, or otherwise obstructed; and (e) each DaaS Device will only be repaired subject to RingCentral’s express written authorization and in accordance with RingCentral’s instructions and requirements.

C. Return/Losses
i. Returns
I. All DaaS Devices must be returned within fourteen (14) days of the expiration of the Initial or Renewal Term, or in the case of upgrade no later than fourteen (14) days following shipment of the replacement device. If you do not return a DaaS Device(s) within fourteen 37 01007.0001/1006393.3
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(14) days following the termination, you will continue to be charged DaaS Fees until the DaaS Device is returned, in addition to any other remedies as described in Section A(VI). All returned DaaS Devices must be fully functional in good working condition and appearance except for reasonable wear and tear, and include all manufacturer manuals and certificates. If the DaaS Device is not fully functional, you will be obligated to pay RingCentral the Minimum Casualty Value pursuant to Section C(ii) below. RingCentral may charge you a minimum restocking fee of thirty five dollars ($35.00) USD (if you are billed in another currency, please contact RingCentral customer service for the fee amount applicable).

II. You agree to pay all packaging, shipping and handling charges related to any DaaS Device and related hardware returns, regardless of the reason for the return.

III. Before returning any DaaS Device or hardware that has data in its memory, you are solely responsible to transfer all files you wish to retain. Once the DaaS Device and related hardware is returned, your files cannot be recovered and you release us of any liability for any lost, damaged, or destroyed files, data, or other information. ii. Losses
In the event of loss, theft, destruction or other disposal of any DaaS Device, RingCentral will invoice You the appropriate Minimum Casualty Value per DaaS Device, along with any remaining monthly DaaS Fees due. Minimum Casualty Value of a DaaS device will be determined according to the chart in Annex A and may be subject to taxes.

D. Device Upgrade
After eighteen (18) months You may upgrade any DaaS Device by requesting an upgrade number from RingCentral. By requesting an upgrade you agree to enter into a new Initial Term of twenty-four (24) months for the DaaS Device. RingCentral’s hardware partner will provide a shipping label for DaaS Devices to be returned. In the event replaced DaaS Devices are lost, destroyed, stolen or unreturned, or if the DaaS Devices are returned in disrepair, you may elect to either (i) continue to pay the monthly DaaS Fees, plus applicable MCV, taxes and fees, at the expiration of the Initial or then current Renewal Term, or (ii) immediately pay the due DaaS Fees and applicable MCV, plus taxes and fees.

E. Warranty Disclaimer

RINGCENTRAL MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION

OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

RingCentral hereby grants, transfers and assigns to You during the term of this DaaS Agreement all of its right, title and interest in any express or implied warranties, indemnities or service agreements of the vendor which are assignable by RingCentral. RingCentral shall permit You, as Your sole remedy, to enforce any such representation, warranty, indemnity or service agreement against the vendor in the name of RingCentral, and not against RingCentral or any RingCentral successor in interest.

F. General Terms
You authorize us to collect any DaaS Fees owed by you pursuant to the payment method as outlined in the MSA. This DaaS Agreement is the binding obligation between the Parties, enforceable against them in accordance with its terms and the terms of the MSA.

RingCentral may, in its discretion, update or change the on-line version of the terms and conditions of the DaaS Agreement, and the version of DaaS Agreement applicable to each DaaS Device is the version of this DaaS Agreement then in effect on the Start Date of the DaaS Service for that DaaS Device.

MINIMUM CASUALTY VALUE
FOR ALL DAAS DEVICE RENTALS under the

RINGCENTRAL DEVICE AS A SERVICE AGREEMENT
Pursuant to Section C(ii) of the RingCentral Device as a Service Agreement, the Minimum Casualty Value payable with respect to any DaaS Device that appears on an Order Form will be the percent of the device list price, as described below.

Payment of the Minimum Casualty Value will be in addition to the then due DaaS Fees for each DaaS Device.

After:

Fewer than 12 months - 100% of the list price
12 months - 80% of the list price
24 months - 70% of the list price
36 months - 50% of the list price
48 months - 40% of the list price
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EXHIBIT D
RINGCENTRAL’S TECHNICAL SUFFICIENCY CRITERIA
SOURCE: MSA_ 5.A https://www.ringcentral.com/legal/policies/technical-sufficiency-criteria.html Last Updated: March 15, 2018
Use of RingCentral products and services (collectively, “Services”) is dependent on meeting these Technical Sufficiency Criteria.

These Technical Sufficiency Criteria are incorporated into and made a part of the applicable Service Agreement.

The Services require a properly-configured, high performance, enterprise-grade broadband IP network and connection. Use of the Services with any network, services, or connection not compatible with the Services may result in partial or complete unavailability, interruption, or underperformance of the Services or other services utilizing the same network, services, or connection. Likewise, 2G, 3G, or LTE networks are not recommended for use with the Services. Customer will provide and maintain, at its own cost, an IP network, services, and connection meeting the foregoing standard and all equipment necessary for the Services to connect to and use such network, services, and connection.

To minimize unauthorized use, Customer should (a) disable international calling for all Digital Lines, extensions or Accounts for which such calling activity is not needed or not authorized; (b) restrict international calling destinations to those that are needed and authorized; (c) block inbound calls from any caller and area codes from which Customer does not wish to receive calls and block inbound calls with no caller identification if appropriate; (d) disable attachment of facsimile image and voicemail audio files to message notification emails associated with Customer’s Account(s) and/or individual Digital Lines or extensions for which such functionality is not required and to the extent that such files may include sensitive or confidential content. 39 01007.0001/1006393.3
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EXHIBIT E

RINGCENTRAL ACCEPTABLE USE POLICY
SOURCE: MSA_ 5.B.i https://www.ringcentral.com/legal/acceptable-use-policy.html Last updated: January 24, 2022
Any and all use of RingCentral Services is subject to and conditioned upon compliance with the following Acceptable Use Policy (“AUP”). If you have an Agreement with RingCentral, this AUP is incorporated into and made a part of your Agreement with RingCentral.

This Acceptable Use Policy applies to all RingCentral Services. Please carefully review the following to determine if the Services you have purchased are subject to additional, service-specific prohibitions.

A. The Services (including any device, system, network, or account used in connection with the Services, or the RingCentral Network) may not be used to:
 Illegal activity. Violate any applicable law or regulation applicable to the use of the Services.  Resale Prohibited. Engage in resale activities. Customer may not sell, resell, sublicense, assign, license, or sublicense the Service or any component thereof or use or offer the same on a service-bureau or time-sharing basis.  NO HIGH RISK USE. Engage in high risk use of the Services. The Services may not be available in the event of a loss of power or internet connectivity, or network congestion. The Services are not designed, intended, or recommended for use in any situation where, in the normal course of use, service disruption could result in personal injury or death (“high-risk use”). High-risk use is prohibited except to the extent you have fail-safe alternatives in place at all times.  Infringing activity. Infringe, misappropriate, or otherwise violate RingCentral’s or anyone’s rights (including intellectual property, privacy, personality, publicity, or otherwise; or display or use RingCentral’s marks without consent or in violation of RingCentral policies.
 Minors. Exploit or harm minors (e.g., expose them to inappropriate content; ask for personally identifiable information without parental consent).
 Malicious activity. Transmit any material that contains viruses, time or logic bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.  Objectionable activity. Act in an indecent, offensive, threatening, harassing, defamatory, libelous, fraudulent, malicious, disruptive, tortious, or other objectionable manner, including making calls or sending messages that contain phishing or spam content, or otherwise violates RingCentral’s SMS/MMS Content Guidelines.  Misrepresenting origin and/or identity. Mislead recipients as to Customer’s identity. Create a false caller ID (e.g., ID spoofing), forge addresses or headers, or fraudulently undertake other technical measures to misrepresent the origin or identity of the sender.
 Harvest information; spam; bulk messages. Without consent: harvest or collect information about third parties or End Users, or send bulk communications.
 Excessive or unauthorized use. Use any device, system, network, account, plan, or the Services in an unauthorized manner or in excess of reasonable business use (e.g. interfere, inhibit, compromise, or otherwise harm the Services or the RingCentral Network (regardless of intent or knowledge)).
 Circumvent compliance or security. Take advantage of, bypass, exploit, defeat, disable, or otherwise circumvent limitations of the Services, security mechanisms, or compliance with this AUP or any law.  Interception. Intercept, capture, sniff, monitor, modify, emulate, decrypt, or redirect any communication or data for any purpose.

B. RingCentral MVP Services are intended for regular business use between individuals and not for high-volume commercial messaging or call center calling. In addition to the prohibitions described in (A) above, RingCentral MVP Services, (including any device, system, network, or account used in connection with the Services, or the RingCentral Network) may not be used to:
 Auto-dialing; trunking; automated use
o Perform auto-dialing or “predictive dialing”;
o trunk or forward your RingCentral phone or fax number to other numbers that handle multiple simultaneous calls or to a private branch exchange (PBX) or a key system; or
o use the Services in any way that is inconsistent with typical human operation, including automate use of the RingCentral MVP Services (e.g. use of desktop automation software or similar tools), violate the SMS/MMS Content Policy, or send voice calls or text messages indicative of phishing or spam.

The list above is not exhaustive or exclusive. For purposes of this AUP, “End User” means an individual user of the Services, and may be a natural person, and may include but is not limited to a Customer’s employees, consultants, clients, external users, invitees, contractors and agents. Except as otherwise provided, terms defined in the Agreement have the same meanings when used in this AUP. 40 01007.0001/1006393.3
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RingCentral may act immediately and without notice to suspend or terminate the Services if, in RingCentral’s sole discretion, Customer’s or its End Users’ use of the Services violates the terms of this Acceptable Use Policy.

Customer may cancel any services purchased under this Agreement with written notice to RingCentral within thirty (30) days of the date in which the purchase becomes effective. Except as otherwise provided in the Agreement between the Parties, in the event of a timely cancelation, Customer shall not owe any fees or charges for the services being canceled in respect of any period subsequent to the date of such written notice (except those arising from continued Usage), and shall be entitled to a pro-rata refund of any prepaid and unused fees for the services subject to the cancelation. All purchases are final after 30 days. 41 01007.0001/1006393.3
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EXHIBIT F

RINGCENTRAL EMERGENCY SERVICES POLICY
SOURCE: MSA_ 5.B.ii https://www.ringcentral.com/legal/last-update-may-31-2022/emergency-services.html i. Operation and Limitations of Emergency Service
Date of Last Revision: May 31, 2022
This policy forms part of, and is governed by the Customer Agreement and/or the RingCentral Terms of Service, as applicable. Terms used herein but not otherwise defined shall have the meanings ascribed to them in the Customer Agreement and/or the Terms of Service.

No one wants to need emergency services, but if an emergency arises, we want to help emergency responders find you. Emergency calling from your IP-telephony desk phone (“desk phone”) and softphone applications (“apps”) is different from emergency calling from traditional telephones. This policy describes how our emergency calling works and your responsibilities as a user.

If you are uncomfortable with any of the service limitations or your responsibilities described below, you should maintain an alternate means of calling emergency services.

If you are the Account Administrator, you must ensure that your users are aware of and understand this information.

Please note that emergency calling is not available from any endpoint that does not permit direct local dialing to other phone numbers within your country. Users of virtual extensions and lines without a direct call back number must have an alternative means to reach emergency services.

A. How Emergency Calling Works
i. 1. You Identify the Location Where You Are Primarily Using Our Services Immediately upon activation of your direct dial line (whether used with a desk phone, app, or both), you or your Account Administrator must accurately register the address of the physical location where you will use your line. You can do this from within the app, or your Account Administrator can use the Administrative Portal.

We rely on this address to route your call to the closest emergency responders.

If you move your desk phone or app to a different location, you are required to update your address immediately via Service Web, directly on your app (where available), or by calling support. You must update your physical address immediately to ensure that your emergency call is routed appropriately.

Emergency service response times may be delayed if you do not provide an accurate and current physical address. Your call cannot be routed to the closest emergency response center if we do not know your current location. Most emergency response centers cannot transfer your call to a center in a different region.

Address changes occur in real time for U.S. and Canadian users. Address changes usually take effect within 24 hours for non-U.S. and Canadian users. Please note that it may take up to ten (10) days for addresses to be updated in certain countries. ii. 2. When You Call Emergency Services from Your Desk Phone or Computer-Based App When you call emergency services from your desk phone or computer-based app, we route the call to local emergency responders. We provide the emergency response center with the location you provided and a number to call you back if the call is dropped. The emergency operator will not know your correct location if you did not update your address as required.

We cannot guarantee and do not control whether emergency response centers can see your location and call-back number. Due to service limitations at some emergency response centers, emergency operators may not have access to this information. Be prepared to provide the emergency operator with your telephone number and current location. If you are unable to speak, the emergency operator may not be able to send help and/or call you back should the call be disconnected.

In certain instances, your call cannot be routed directly to the local emergency response centers. Instead, it is sent to a national emergency contact center. Operators at these centers will ask for your current location so they may route your call to the correct local emergency response center.

Do not disconnect the call until told to do so by the operator. If the call is dropped, you should call back. iii. 3. When You Call Emergency Services from Your Smartphone App When you call emergency services from your smartphone app, we send the call to the smartphone’s native dialer. The smartphone app is not a replacement for wireless cellular service. You should call or text (where available) emergency services on your smartphone’s native dialer. If you dial or text the emergency services number while using the smartphone app, the app will close, the native dialer or SMS function will be launched, and the call or text will be handled by your wireless cellular service provider. 42 01007.0001/1006393.3
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Android users who access the smartphone app from a “profile” on their device, must grant that “profile” access to the Android’s native dialer.

The smartphone app cannot place emergency calls over Wi-Fi access. Emergency dialing is not available on tablets or other mobile devices that do not have a native phone dialer and a wireless service plan. iv. 4. Service Limitations
Certain events beyond our control may prevent you from reaching emergency services. These include

1. (i) If you have an Internet or power outage.

2. (ii) If your broadband, ISP, or IP telephony services are suspended or terminated.

3. (iii) If you are located in a country other than the one in which your digital line is provided. For example, if you have a US line and travel to the UK, you will not be able to reach the UK emergency services number.

4. (iv) If you are located in a country where RingCentral is not permitted or otherwise able to complete emergency calls.

5. (v) If there is network congestion that may delay or prevent completion of any call to emergency services.

B. Notification of Service Limitations
You are required by law to notify all persons who may place calls using our services or may be present at the physical location where our services may be used, of the limitations of reaching emergency services from your desk phone or app. You must affix any warning sticker provided in a readily visible place on each piece of equipment that might be used to access or use our services.

C. Disclaimer of Liability
Your use, and use by your employees, guests and other third parties, of our emergency calling services are subject to the limitations described herein. The availability of certain features, such as transmission of your location or a call back number, depends on whether local emergency response centers support those features and other factors outside of our control. We rely on qualified third parties to assist us in routing emergency service calls and text messages. We do not have control over local emergency response centers, emergency calling centers, emergency responders, or other third parties.

We disclaim all responsibility for the conduct of emergency response centers and all third parties involved in the provision of emergency response services. To the extent permitted by applicable law, you hereby release, discharge, and hold us harmless from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or emergency call.

You agree to indemnify and hold us and any of our third-party provider(s) harmless from any and all third-party claims, losses, damages, fines, or penalties arising out of: (i) you or your users’ provision of incorrect information, including incorrect addresses, or failure to update your or users’ locations (ii) your failure to properly notify any person who may place calls using the emergency calling services of the emergency calling limitations; (iii) the absence, failure, or outage of emergency service dialing using the Services for any reason; and (iv) the inability of any user to be able to dial emergency services or to access emergency service personnel for any reason.
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EXHIBIT G

RINGCENTRAL NUMBERING POLICY
SOURCE: MSA_ 5.B.iii https://www.ringcentral.com/legal/policies/numbering-policy.html Last Updated: October 15, 2019
Use of voice and/or facsimile services provided by RingCentral is subject to this Numbering Policy. This Numbering Policy incorporated into and made a part of the Agreement.

Customer may obtain new numbers from RingCentral for use with the Services, or may port existing numbers, subject to the terms below.

I. Number Availability
RingCentral makes available phone numbers for use with voice and facsimile services, which Customer may select for assignment to the Customer’s Account. RingCentral’s listing of a number as available may be erroneous and does not constitute a representation or guarantee that such number is actually available for such assignment. In the event a chosen number is not actually available, RingCentral may remove such number from an Account.

II. Number Porting
A. Number Port-In Request Procedures.

Customer must keep the its existing service active in order to port a phone number to RingCentral.

In order to request the porting of a telephone or facsimile number into an Account, the Account Administrator for the Account into which you wish the telephone or facsimile number to be ported must log in to the Admin Portal for such Account and complete all steps and provide all information requested as part of the number port-in request process (which may include without limitation providing an executed Letter of Agency) or as otherwise requested by RingCentral.

In order to port more than 100 phone numbers from the same third party service provider account into the RingCentral Account, you must contact RingCentral’s Project Porting Department at [email protected] and comply with their instructions. Porting requests are processed between the hours of 8 am – 5pm PST, Monday-Friday. After-Hours porting requests will be processed the following day, in accordance with industry practice.

B. The Number Porting Process.

In order to request the porting out to another services provider of a telephone or facsimile number currently assigned to an Account, you must follow the instructions specified by that services provider and must provide all information and cooperation requested by the relevant other services providers, RingCentral, or any other relevant third party. The porting of phone numbers into or out of an Account requires Customer’s provision of specific and detailed information to RingCentral and/or other service providers, and procedures imposed by other service providers or RingCentral in order to comply with law and industry standards. Therefore, the completion of any number port request may depend on factors outside of RingCentral’s control, including delays caused by Customer and/or other service providers.

C. Unauthorized Port Outs
RingCentral is required by law to comply with any valid porting request. Phone numbers may be ported out from an Account due to acts or omissions of third parties, and it may be difficult or impossible for RingCentral to: (i) prevent such port-outs: (ii) retrieve numbers ported out of an Account; or (iii) port such numbers back into an Account. RingCentral has no responsibility or liability due to such port- outs.
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D. Accurate Porting Information
Customer represents and warrants that all information provided in connection with any request to port in or port out numbers to or from the RingCentral Services (including without limitation any information or representations in any Letter of Agency) by Customer or any party acting on its behalf or direction will be true, accurate, and up-to-date.

E. Customer Compliance with Porting Laws
The porting of numbers is subject to telecommunications and other Laws and may be subject to third-party terms and conditions.

Customer, and/or any party acting on Customer’s behalf, shall not: (i) violate any applicable Law or engage in any fraudulent or deceptive conduct in its porting-related requests or activities; (ii) engage in or facilitate “slamming” or the porting out of any telephone or facsimile number or change or attempt to change any party’s telephony service provider without first obtaining the proper, requisite consents and authorizations; or (iii) violate contractual or other obligations to service providers or other third parties.

F. Release of Numbers
In the event of Account termination or cancellation, all telephone numbers associated with the Account which have not previously been ported to another provider may be released. The cancellation of individual Digital Lines may result in the release of the associated numbers if those numbers have not previously been ported to another provider. Customer is solely responsible for working with its new third-party provider to port out any numbers prior to termination or cancellation of Customer’s Account or Services, or any individual line.

III. Number Publication by Customer
All new number assignments are provisional until verified by RingCentral and confirmed by Customer. Customer shall not publicize, list, or communicate any number that assigned to the Account, or purchase or invest in any materials or media reflecting any such number unless and until Customer has confirmed that such number(s) is(are) active and functioning as desired. Acceptable methods of confirmation include test calling such number(s) from a non-RingCentral service plan and verifying that the fees and charges that will be incurred in connection with use of such number(s) are acceptable to Customer. 45 01007.0001/1006393.3
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EXHIBIT H

RINGCENTRAL DATA PROCESSING ADDENDUM
SOURCE: MSA_ 9.A https://www.ringcentral.com/legal/dpa.html Last Updated: October 12, 2023
This Data Processing Addendum ("DPA") is made by and between RingCentral and Customer (each a "Party", together the "Parties"), and is supplemental to the agreement executed between the Parties to which it is attached (“Agreement”) for the provision of the Services (as defined below) to Customer.

Capitalized terms used but not defined in this DPA have the same meanings as set out in the Agreement.

4. Definitions

4.1 For the purposes of this DPA:
(a) "Affiliate" means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, and “control” means beneficial ownership of greater than fifty percent (50%) of an entity’s then-outstanding voting securities or ownership interests. (b) "Agreement" means the main written or electronic agreement between Customer and RingCentral for the provision of the RingCentral Services.
(c) "Applicable Data Protection Laws " means all data protection and privacy laws appli cable to RingCentral in the processing of Personal Data under this DPA.
(d) "Controller" shall have the same meaning under Applicable Data Protection Law. (e) "Customer Personal Data " means any Personal Data that RingCentral processes as a processor under the Agreement.
(f) "Personal Data " means any information relating to an identified or identifiable natural person, as defined by Applicable Data Protection Law.
(g) “Processor” shall have the same meaning under Applicable Data Protection Law. (h) "Security Incident" means a breach of security leading to any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data that compromises the privacy, security, or confidentiality of such Personal Data.
(i) “Services” means the RingCentral services described in Annex 1.

5. Scope of DPA

5.1 This DPA will apply to the extent that RingCentral processes Customer Personal Data on behalf of a Customer as a Processor, where such processing is further detailed in Annex 1. Any processing of Personal Data as a Controller by RingCentral is out of scope of this DPA.

6. Roles and Responsibilities

6.1 Parties' Roles. As between the Parties and for the purposes of this DPA, Customer shall be the Control ler of the Customer Personal Data processed by RingCentral under the Agreement as a Processor. RingCentral will comply with the obligations of a Controller to the extent it processes Personal Data as a Controller for RingCentral’s legitimate business purposes, includi ng as necessary for the operation of the Services, and as necessary to comply with applicable law.

6.2 Obligations of the Customer. Customer undertakes to:
(a) Ensure that it may lawfully disclose the Customer Personal Data to RingCentral for the purposes set out in the Agreement.
(b) Comply with applicable data protection laws in its use of the Services, and its own collection and processing of Personal Data including Customer Personal Data. Customer acknowledges and confirms that Customer has informed its employees (current and future) and its works council as applicable, that as part of the Ser vices Customer has access to the traffic data; and
(c) Process special categories of Personal Data or sensitive data (as defined by Applicable Data Protection Laws), or Personal Data concerning children or minors, or related to criminal convictions and offense s, lawfully and relying on a valid legal basis in accordance with Applicable Data Protection Laws. The Parties acknowledge that the Services are not designed to recognize and/or classify such data. 46 01007.0001/1006393.3
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6.3 Purpose Limitation
(a) Except where otherwise required by applicable law, RingCentral shall process the Customer Personal Data (i) in accordance with Customer's documented instructions (which instructions are set out in the Agreement, this DPA and Customer's configuration and use of the Services, in accordance with the applicable terms of use), (ii) for the purposes of providing, monitoring, supporting, improving, and maintaining the Services. (b) RingCentral shall not engage in the sale of any Personal Data.

6.4 Confidentiality of Processing. RingCentral shall ensure tha t any person that it authorizes to process the Customer Personal Data shall be subject to a duty of confidentiality (either a contractual or a statutory duty).

6.5 Security. RingCentral will maintain appropriate technical and organizational security measures to safeguard the security of Customer Personal Data. RingCentral’s security measures are set out in the RingCentral Security Addendum at https://netstorage.ringcentral.com/documents/trust-center-security-addendum.pdf. RingCentral will maintain an information security and risk management program based on commercial best practices to preserve the confidentiality, integrity and accessibility of Customer Personal Data with administrative, technical and physical measures conforming to generally recognized industry standards and practices.

6.6 Security Incidents. Upon becoming aware of a Security Incident, RingCentral shall notify Customer without undue delay at the contact information that Customer has provided in the Administrative Portal and shall provide such timely information as Customer may reasonably require, including to enable Customer to fulfill any data breach reporting obligations under Applicable Data Protection Laws.

6.7 Provision of Security Reports. RingCentral will select an independent, qualified third-party auditor to conduct, at RingCentral’s expense, at least annual audits of the security of the Services and environments, in accordance with internationally recognized standards such as ISO27001, the SOC 2, Type II standards or its equivalent. Upon Customer request and under Non-Disclosure Agreement, RingCentral will provide a copy of the most recent audit reports (or similar security attestati on) to document compliance with the foregoing requirement, where such certification is available. Such audit report is RingCentral’s Confidential Information and Customer will not distribute to any third party without RingCentral’s written approval.

6.8 Deletion or Return of Data. Upon termination or expiry of the Agreement, RingCentral shall delete Customer Personal Data (including copies) in RingCentral's possession or, at Customer’s request, provide options to return the Personal Data to the customer, save to the extent that RingCentral is required by applicable law to retain some or all of the Customer Personal Data.

7. GDPR Obligations

7.1 Applicability. This Section 4 shall apply to the processing of Customer Personal Data that is subject to the protection of the GDPR.

7.2 Sub-processors. Customer agrees that RingCentral and its Affiliates may engage RingCentral Affiliates and third - party subprocessors (collectively, "Subprocessors") to process the Personal Data on RingCentral's behalf. Depending on the scope and th e nature of the subprocessing, RingCentral shall impose data protection terms on such Subprocessors that protect Customer Personal Data to an equivalent standard provided for by this DPA and shall remain liable for any breach of the DPA caused by a Subprocessor. The Subprocessors engaged by RingCentral in respect of each of the Services at the time of the Agreement are noted on the RingCentral Subprocessor list available at https://www.ringcentral.com/legal/dpa-subprocessor- list.html, or are otherwise specified in the Agreement.

7.3 Subprocessor Notification. RingCentral may, by giving reasonable notice to the Customer, add or replace the Subprocessors.

If the Customer objects to the appointment of an additional Subprocessor within thirty (30) calendar days of such notice on reasonable grounds relating to the protection of the Customer Personal Data, then the Parties will discuss such concerns with a view to achieving resolution. If such resolution cannot be reached, then RingCentral will either not appoint the Subprocessor or, if this is not possible, Customer will be entitled to suspend or terminate the affected RingCentral Service without penal ty with a thirty (30) day written notice to RingCentral. Notwithstanding the foregoing, in the event of an unforeseeable force majeure (such as a RingCentral Subprocessor failure) that can provoke a degradation or interruption of the Service, RingCentral reserves the right to immediately change the failing Subprocessor in order to maintain or restore the standard conditions of the Service. In this situation, the notification of Subprocessor change may be exceptionally sent after the change.

7.4 Cooperation and Data Subjects' Rights. It is the Customer’s responsibility to respond to any data subject request. Some of the RingCentral Services may provide direct technical means to enable Customer to fulfil its duties to respond to requests from data subjects under Applicable Data Protection Laws. If Customer is unable to address the data subject's request through such technical means, or where such functionality is not available, RingCentral shall, taking into account the nature of the processing, provide reasonable assistance to Customer, to enable Custo mer to respond to such data subject requests. In the event that such request is made directly to RingCentral, RingCentral shall promptly direct the data subject to contact the Customer. 47 01007.0001/1006393.3
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7.5 Data Protection Impact Assessments. RingCentral shall, to the extent r equired by the GDPR, and upon Customer's request and at Customer’s expense, provide Customer with reasonable assistance with data protection impact assessments or prior consultations with data protection authorities that Customer is required to carry out under GDPR in relation to the scope of the Services.

7.6 International Transfers. RingCentral may transfer and process Customer Personal Data outside the European Economic Area (“EEA”), Switzerland, or the United Kingdom, in accordance with the applicable Sub processor list, to locations where RingCentral, its Affiliates or its Sub-processors maintain data processing operations. (a) Data Privacy Framework . RingCentral complies with and has certified to the U.S. Department of Commerce its adherence to the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU -U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF). RingCentral’s Notice of Certification applies to the Services.

(b) Standard Contractual Clauses. To the extent that RingCentral processes (or causes to be processed) any Customer Personal Data originating from the EEA, Switzerland, or the United Kingdom in a country that has not been recognized by the European Commission as providing an adequate level of protection for Customer Personal Data, RingCentral will put in place such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Laws, which include the execution of the applicable EU Commission’s Standard Contractual Clauses, and the UK International Data Transfer Addendum to the EU Standard Contractual Clauses, or the putting in place of any other valid transfer mechanism.

7.7 Audits.
(a) Both Parties acknowledge that it is the Parties' intention ordinarily to rely on the provision of the security reports at Section 3.7 above to verify RingCentral's compliance with this DPA. (b) Additionally, upon request from Customer, but not more than once during each 12 -month period, RingCentral shall complete a Customer provided in formation security program questionnaire, limited in scope to the actual services/environments related to the Services provided to Customer (“Security Review”). (c) After Customer’s review of RingCentral’s audit report or similar attestation, and of the completed information security questionnaire (including any changes introduced by RingCentral to address any gaps), if, to the extent required by the GDPR, additional information is reasonably necessary to demonstrate compliance with RingCentral’s obligations pursuant to Applicable Data Protection Laws and this DPA, Customer may request in writing to perform an audit (including inspections) of RingCentral pursuant to the audit request procedure below, no more than once every twelve (12) month period, unless a supervisory authority specifically requires that an audit is carried out of RingCentral or in response to a Security Incident.
(d) In order to exercise its right to audit pursuant to this section, Customer must provide RingCentral with a written, detailed request, including the explanation of gaps in RingCentral’s provided audit reports and in the Security Review that render the audit necessary to demonstrate RingCentral’s compliance with this DPA or with applicable law. (e) The audit may be performed by Customer or a third -party auditor (any such third party under strict confidentiality obligations, including requirements that individual auditors appointed have not performed audits of any of RingCentral’s competitors in the previous twelve (12) months and that the y will be prohibited from performing such audits in the twelve (12) months following RingCentral’s audit) solely at Customer's expense. RingCentral may object in writing to any third -party auditor if the auditor is, in RingCentral’s reasonable opinion, not suitably qualified or independent, a competitor of RingCentral, or otherwise manifestly unsuitable. Any such objection by RingCentral will require Customer to appoint another auditor or conduct the audit itself. (f) RingCentral and Customer will agree in adva nce upon the scope and timing of the audit, to protect the confidential and proprietary Information of RingCentral and other Parties, to minimize disruption to RingCentral’s business, to limit the scope to the actual services/environments related to the Se rvices provided to Customer, and to agree on a reasonable duration of the audit.
(g) The audit performance will occur during regular business hours for the RingCentral personnel involved and the Parties agree that RingCentral will make available material for Customer’s review, but not for Customer to retain. RingCentral may charge a reasonable fee for costs incurred in connection with any such audit based on RingCentral’s professional services rates, unless the audit shows a material breach on the part of RingCentral. RingCentral will provide Customer with details of any applicable fee, and the basis of its calculation, in advance of any such audit. (h) All information provided or made available to Customer pursuant to this section shall be deemed Confidential Information of RingCentral.
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7.8 Data Disclosure Requests. If RingCentral receives a request from a law enforcement or other government authority to disclose Personal Data that RingCentral is processing on the Customer's behalf, RingCentral will notify and provide the Customer with the details of the data disclosure request prior to disclosing any Personal Data, unless legally prohibited or where an imminent risk of serious harm exists that prohibits prior notification.

8. Miscellaneous

8.1 Unless the above explicitly states otherwise the terms and conditions of the Agreement shall apply to the DPA. In case of any conflict between the terms of the Agreement and the terms of this DPA, the terms of this DPA prevails with regard to data processing activities.

8.2 The governing law and forum that apply to the Agreement also apply to this DPA.

8.3 Contact information for privacy inquiries: [email protected].

8.4 The Annexes attached to the DPA are :
- Annex 1 - Description of the Processing
- (If applicable) Annex 2 - RingCentral Customer United States Privacy Addendum 49 01007.0001/1006393.3
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Annex 1

DESCRIPTION OF THE PROCESSING
RingCentral is a provider of

1. Cloud-based communications and collaboration services for high-definition voice, video, SMS, chat messaging and collaboration, conferencing, online meetings, and fax.

2. Customer contact center services and an omni-channel customer communication management platform that unifies all customer-facing communication channels, including voice, email, SMS, websi te, mobile app, chat and social media communications, onto a single platform, enabling community responses to customer service inquiries.

3. Virtual events and presentation services.

4. Professional services.

All the above as specified in the Agreement, collectively (the “Services”). Services may include dashboards providing various metrics and insights on customers’ communications, some of which are based on a conversation intelligence platform involving artificial intelligence.

The data processing impacts the following categories of data subjects:
● Customer's employees and authorized users who use the Services in connection with the business of the Customer.
● Any other individuals who are involved in or referred to in the content of communications or collaborations taking place through the Customer's use of the Services.

The categories of Customer Personal Data processed include:
● Identification information for Customer’s administrator, contact information, such as address, telephone number (fixed and mobile), e-mail address, and fax number, employment information, such as job title and business role.
● Identification information for anyone, including Customers’ employees, who use the Services at the request of and in connection with the business of the Customer, including telephone number (fixed and mobile) and email address.
● Call detail records, including numbers of the calling and the receiving party, start date and time of the call, duration of the call.
● For Services such as RingCentral Contact Center, RingCentral Engage Digital and/or RingCentral Engage Voice, and RingCentral Engage Digital Communities:
● Identification information for end users such as full name, gender, contact information (address, telephone number (fixed and mobile), e-mail address, fax number), employment information (job title) and company name.
● Identification information of Customer's employees or authorized users or other third -party contributors, including name and e-mail address.
● Content published on communication channels connected to the Services, including public information on social media channels connected to the Service.
● Content published on the online sharing space, including any public posts and private messages. ● Any other Customer Personal Data that the Customer, its authorized users or third parties involved in the communications choose in their sole discretion to include in the content of the communications that are sent and received using the Services.
● Any other Customer Personal Data that may be necessary for RingCentral to provide the Services as described in the Agreement.

Special Categories of Customer Personal Data
The Services are not designed to recognize and/or classify data as special categories of data or sensitive data (as defined in the GDPR or in other Applicable Data Protection Laws), nor as Personal Data concerning children or minors, or related to criminal convictions and offenses. Insofar as Customer processes special categories of Personal Data, 50 01007.0001/1006393.3
Master Services Agreement Page 47 of 52
Customer undertakes to process this category of Personal Data lawfully, and in particular to rely on a valid legal basis in accordance with Applicable Data Protection Laws.

Processing Operations
RingCentral processes Customer Personal Data for the purposes of providing and maintaining the Services to which the Customer has subscribed, including any ancillary or related Services under the scope of the Agreement, for the purposes of publishing content on public/private communications channels, for customer relationship management, user management, and customer support. RingCentral publishes authorized users’ content onto the public or private communication channels connected to their platform and synchronizes end user content from the same channels.

RingCentral stores and displays Customer information and conversations history to the authorized users.

Customer Personal Data will be processed for the term of the Agreement, or as otherwise required by law or agreed between the Parties.
51 01007.0001/1006393.3
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Annex 2
RingCentral Customer United States Privacy Terms
This United States Privacy Addendum (“US Privacy Terms”) is made by and between RingCentral and Customer (each a “Party”, together the “Parties”), and is supplemental to the Data Processing Addendum (“DPA”) as appended to the Agreement (defined below), executed between the Parties, for the provision of the Services to Customer.

Where US State Privacy Laws apply to RingCentral’s processing of Customer Personal Data on behalf of Customer, the terms of this US Privacy Terms, which forms part of the DPA will apply and will supplement as appropriate the provisions of the DPA. For the avoidance of doubt, in the event RingCentral’s processing of Customer Personal Data on behalf of Customer is not subject to US State Privacy Laws, then this US Privacy Addendum will not apply.

Capitalized terms used but not defined in this US Privacy Addendum shall have the same meanings as set out in the Agreement.

1. Definitions

1.1. Agreement shall mean and refer to the main written or electronic agreement between Customer and RingCent ral for the provision of any of the RingCentral Services to the Customer.

1.2. CPA shall mean and refer to the Colorado Privacy Act, as may be amended, and its implementing regulations.

1.3. CPPA shall mean and refer to the California Privacy Protection Agency, whic h is vested with the full administrative power, authority, and jurisdiction to implement and enforce the CPRA.

1.4. CPRA shall mean and refer to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and any implementing regulations promulgated thereunder.

1.5. Customer Personal Information shall mean and refer to any Personal Information that RingCentral processes on behalf of Customer as a Service Provider under the Agreement.

1.6. CTDPA shall mean and refer to the Connecticut Data Privacy Act , as may be amended, and its implementing regulations.

1.7. Personal Information shall mean and refer to any information relating to an identified or identifiable person or individual and also includes personal data, as defined by applicable US State Privacy Laws.

1.8. Sell shall have the same meaning as set forth in the CPRA.

1.9. Share shall have the same meaning as set forth in the CPRA.

1.10. Service Provider shall mean and refer to a service provider or subcontractor, as defined by applicable US State Privacy Laws, that processes Customer Personal Information on Customer’s behalf or on RingCentral’s behalf, where RingCentral is a Service Provider to Customer, for the purposes of the Agreement.

1.11. US State Privacy Laws shall mean and refer to all United States data protection and privacy laws which may be applicable to RingCentral in the processing of Customer Personal Information as part of the performance of the Services provided to Customer under the Agreement.

1.12. VDCPA shall mean and refer to the Virginia Consumer Data Protection Act and its implementing regulations.

2. Scope of US Privacy Addendum

2.1. This US Privacy Addendum will apply only to the extent that RingCentral processes Customer Personal Information on behalf of a Customer as a Service Provider under US State Privacy Laws, where such processing is described in Annex 1 of the DPA.

3. Roles and Responsibilities

3.1. RingCentral Obligations
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3.1.1. Purpose Limitation. RingCentral shall process the Customer Personal Information for the purposes of the performance of the Services as described in the Agreement and the DPA except where otherwise required or permitted by US State Privacy Laws. Such purposes include providing, monitoring, supporting, improving, and maintaining the Services, including through auto mated means such as artificial intelligence.

3.1.2. CPRA. For the purposes of Customer Personal Information subject to the CPRA, RingCentral will:

3.1.2.1. Comply with the applicable CPRA obligations.

3.1.2.2. Provide the same level of privacy protection as required by CPRA.

3.1.2.3. Notify the Customer if it can no longer meet its CPRA obligations.

3.1.2.4. Not Sell or Share Customer Personal Information.

3.1.2.5. Not retain, use, or disclose Customer Personal Information for any other purpose other than as agreed upon in the Agreement, outside the d irect business relationship between the Parties, or as permitted by CPRA.

3.1.2.6. Not combine Customer Personal Information it receives from, or on behalf of, Customer with Personal Information it receives from, or on behalf of, another person, or collects from i ts own interaction with the End User, subject to the exceptions under CPRA, including that RingCentral may combine Customer Personal Information to perform any business purpose as defined in the CPPA regulations.

3.1.2.7. Cooperate with Customer, upon Customer’s reasonable notice, to determine reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Information.

3.1.3. Confidentiality of Processing. RingCentral shall ensure that any person that it authorizes to process the Customer Personal Information shall be subject to a duty of confidentiality (either a contractual or a statutory duty).

3.1.4. Security. RingCentral will maintain appropriate technical and organizational security measures to safeguard the security of Customer Personal Infor mation. RingCentral will maintain an information security and risk management program based on commercial best practices to preserve the confidentiality, integrity and accessibility of Customer Personal Information with administrative, technical and physic al measures conforming to generally recognized industry standards and practices.

RingCentral’s security measures are set out in the RingCentral Security Addendum at https://netstorage.ringcentral.com/documents/trust-center-security-addendum.pdf.

3.1.5. Deletion or Return of Data. Upon termination or expiry of the Agreement, Ring Central shall delete Customer Personal Information (including copies) in RingCentral's possession or, at Customer’s request, provide options to return the Personal Information to the Customer, save to the extent that RingCentral is required by applicable law to retain some or all of the Customer Personal Information.

3.2. Customer Obligations. Customer undertakes to:

3.2.1. Ensure that it may lawfully disclose the Customer Personal Information to RingCentral for the purposes set out in the Agreement.

3.2.2. Comply with US State Privacy Laws in its use of the Services, and its own collection and processing of Customer Personal Information.

3.2.3. Process sensitive Personal Information (as defined by US State Privacy Laws), or Personal Information concerning children or minors, or re lated to criminal convictions and offenses, lawfully, and relying on a valid legal basis in accordance with US State Privacy Laws. The Parties acknowledge that the Services are not designed to recognize and/or classify such Personal Information and that Cu stomer will be responsible when processing this Personal Information using the Services. 53 01007.0001/1006393.3
Master Services Agreement Page 50 of 52

4. Service Providers

4.1. Notification. Where required by US State Privacy Laws, RingCentral will notify Customer before it engages another Service Provider. Where required by US State Privacy Laws, RingCentral will allow Customer thirty (30) calendar days to object to such engagement on reasonable grounds relating to the protection of Customer Personal Information.

4.2. Agreements. RingCentral shall impose data protection terms on such Service Providers that protect Customer Personal Information to an equivalent standard provided for by this US Privacy Addendum.

5. Audits

5.1. RingCentral will select an independent, qualified third -party auditor to conduct, at RingCentral’s expense, at least annual audits of the security of the Services and environments, in accordance with internationally recognized standards such as ISO27001, the SOC 2, Type II standards or its equivalent. Upon Customer request and under Non-Disclosure Agreement, RingCentral will provide a copy of the most recent audit reports (or similar security attestation) to document compliance with the foregoing requiremen t, where such certification is available. Both Parties acknowledge that it is the Parties' intention ordinarily to rely on the provision of the security reports in this section to verify RingCentral's compliance with this US Privacy Addendum, the VDCPA, CPA, and/or the CTDPA.

5.2. Where required by US State Privacy Laws, RingCentral will cooperate with Customer to make available all information in RingCentral’s possession to demonstrate compliance with its obligations in the VDCPA, CPA and/or the CTDPA, as applicable.

5.3. Additionally, upon request from Customer, but not more than once during each 12 -month period, RingCentral shall complete a Customer provided information security program questionnaire, limited in scope to the actual services/environments related to the Services provided to Customer ("Security Review").

5.4. After Customer’s review of RingCentral’s audit report or similar attestation, and of the completed information security questionnaire (including any changes introduced by RingCentral to address any gaps), if, to the extent required by US State Privacy Laws, additional information is reasonably necessary to demonstrate compliance with RingCentral’s obligations pursuant to US State Privacy Laws and this US Privacy Addendum, Customer may request in writi ng to perform an audit (including inspections) of RingCentral pursuant to the audit request procedure below, no more than once every twelve (12) month period, unless a supervisory authority specifically requires that an audit is carried out of RingCentral.

5.5. In order to exercise its right to audit pursuant to this section, Customer must provide RingCentral with a written, detailed request, including the explanation of gaps in RingCentral’s provided audit reports and in the Security Review that render the audit necessary to demonstrate RingCentral’s compliance with this US Privacy Addendum or with US State Privacy Laws.

5.6. The audit may be performed by Customer or a third -party auditor (any such third party under strict confidentiality obligations, including requirements that individual auditors appointed have not performed audits of any of RingCentral’s competitors in the previous twelve (12) months and that they will be prohibited from performing such audits in the twelve (12) months following RingCentral’s audit) solely at Customer's expense. RingCentral may object in writing to any third- party auditor if the auditor is, in RingCentral’s reasonable opinion, not suitably qualified or independent, a competitor of RingCentral, or otherwise manifestly unsuitable. An y such objection by RingCentral will require the Customer to appoint another auditor or conduct the audit itself.

5.7. RingCentral and Customer will agree in advance upon the scope and timing of the audit, to protect the confidential and proprietary Information of RingCentral and other Parties, to minimize disruption to RingCentral’s business, to limit the scope to the actual services/environments related to the Services provided to Customer, and to agree on a reasonable duration of the audit.

5.8. The audit performance will occur during regular business hours for the RingCentral personnel involved and the Parties agree that RingCentral will make available material for Customer’s review, but not for Customer to retain. RingCentral may charge a reasonable fee for costs incurred in connection with any such audit based on RingCentral’s professional 54 01007.0001/1006393.3
Master Services Agreement Page 51 of 52

services rates, unless the audit shows a material breach on the part of RingCentral. RingCentral will provide the Customer with details of any applicable fee, and the basis of its calculation, in advance of any such audit.

5.9. All information provided or made available to Customer pursuant to this section shall be deemed Confidential Information of RingCentral and Customer will not distribute to any third party without RingCentral’s written approval.

6. US Educational Institutions

6.1. COPPA. Information about usage of the Services in accordance with COPPA requirements is available on the Children’s Privacy Notice and School/Parental Notification, located at https://www.ringcentral.com/legal/childrens- privacy-notice-school-parental-notification.html, and incorporated by reference. If applicable, Customer hereby agrees to obtain and provide, or cause a School Partner to obtain and provide, verifiable consent to RingCentral’s collection, use, and disclosure of Personal Data in accordance with the Children’s Privacy Notice and School/Parental Notification.

If Customer is purchasing R ingCentral for Education, pricing tiers are described more fully at https://www.ringcentral.com/office/industry-solutions/education-cloud-phone-systems.html.

6.2. FERPA. For the purposes of the Agreement, if Customer is an educational agency or institution subject to the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA), RingCentral shall operate as a school official with legitimate educational interests in obtaining or accessing Personally Identifiable Information, including Education Records pertaining to students (as those terms are defined under FERPA). RingCentral shall only use or disclose such Personally Identifiable Information in accordance with the requirements of 34 C.F.R. § 99.33(a) (governing the use and redisclosure of Personally Identifiable Information from Education Records) as is reasonably necessary to provide the MVP Services or for RingCentral to otherwise perform its obligations under the Agreement. Customer acknowledges RingCentral is under its direct control with respect to the use and maintenance of Education Records, and Customer agrees to be solely responsible for protection of Personally Identifiable Information from Educational Records.

7. Miscellaneous

7.1. Unless the above explicitly states otherwise the terms and conditions of the Agreement, including any DPA, shall apply to the US Privacy Addendum. In case of any conflict between the terms of the Agreement, including any DPA, and the terms of this US Privacy Addendum, the terms of this US Privacy Addendum prevails with regard to data processing activities subject to US State Privacy Laws.

7.2. The governing law and forum that apply to the Agreement also apply to this US Privacy Addendum.

7.3. Contact information for privacy inquiries: [email protected].

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ATTACHMENT E
ATTACHMENT – PUBLIC SECTOR ENTITY’S TERMS & CONDITIONS REQUIRED BY STATUTE This Attachment is a part of the Master Services Agreement (the “Agreement”) that includes the terms and conditions agreed by the Parties under which RingCentral will provide the RingCentral Services to Customer.

1. In the event of any conflict between the provisions of the Agreement and the provisions of this Attachment, such provisions of this Attachment will prevail.
56 Initial Order Form Page 1 of 3

INITIAL ORDER FORM
This Initial Order Form is a binding agreement between RingCentral, Inc. (“RingCentral”) and City of Carson (“Customer” or “You”) (together the “Parties”), for the purchase of the Services, licenses, and products listed herein. This Initial Order Form is subject to and incorporates the terms and conditions of: (i) the separate written agreement, executed by the Parties governing the purchase of the Services descr ibed in this Order Form, or (ii) the RingCentral Online Terms of Service available at https://www.ringcentral.com/legal/eulatos.html, if there is no written agreement in place (hereinafter (i) and (ii) referred to as the “Agreement”). Capitalized terms not defined herein shall have the same meanings as set forth in the applicable Agreement between the Parties. Unless agreed by both Parties in writing, any terms or conditions set forth in a Customer-issued purchase order or ordering document shall not apply.

Please note that RingCentral MVP is now RingEX. All references to “RingCentral MVP”, whether in terms of service, advertising or product descriptions, mean “RingEX”.

Customer Service Provider
City of Carson RingCentral, Inc.
701 East Carson Street
Carson, CA 90745
United States
20 Davis Drive
Belmont, CA 94002
United States
Mitchell Morones
[email protected]
Service Commitment Period
Start Date: September 16, 2024
Initial Term: 60 Months
Renewal Term: 12 Months
Payment Schedule: Annual
RingEX Services
Recurring Services
Summary of Service Qty Rate Subtotal
DigitalLine Unlimited Advanced 340 $137.88 $46,879.20
DigitalLine Unlimited Advanced $83.88
Compliance and Administrative Cost Recovery Fee $42.00
e911 Service Fee $12.00
Digital Line Unlimited Advanced 10 $90.00 $900.00
Digital Line UnlimitedAdvanced $36.00
Compliance and Administrative Cost Recovery Fee $42.00
e911 Service Fee $12.00
Additional Local Number 1 $11.88 $11.88
Annual Recurring Services* $47,791.08
Total Initial Amount $47,791.08
57 EXHIBIT NO. 2
Initial Order Form Page 2 of 3
*Amounts are exclusive of applicable Taxes, Fees, and Shipping Charges.See paragraph 11 of the Special Terms and Notes for an estimate of taxes and fees.

Cost Center Billing
For customers with cost center billing, it is the customer’s responsibility to provide cost center allocation information to RingCentral at least 10 days prior to the issuance of the invoice. After the information is received, it will be reflected on future invoices, but will not be adjusted retroactively on past invoices. If purchas ing additional services through the administrative portal, it is the customer’s responsibility to assign cost centers at the time of purchase; otherwise, those services will not be allocated by cost center on the next invoice. Please note that cost center allocation is not available for certain items, such as minute bundles and credit memos. For additional questions, please contact the RingCentral invoice billing team at [email protected].

Customer Reference. Customer may promote their use of RingCentral services and agrees that RingCentral may identify customer as a user of the services. All press releases or quotes regarding Customer’s use of service will be pre -approved by Customer, which consent will not be unreasonably withheld.

Free Services Amount
Customer will receive 11,947.77 US Dollars (the “Free Service Amount ”), which will be applied against charges for the recurring Services set forth in this Order Form and any applicable taxes and fees associated with those Services invoiced by RingCentral. The Free Service Amount is non-transferable and non-refundable and will expire upon termination of this Order Form. The Customer will be responsible for paying for any additional services and products ordered, and any applicable associated taxes and fees.

Add-on Services. Customer is responsible for reviewing additional terms and conditions that may apply to RingCentral add -on services (where available) and certain Advanced Support Services listed on this orde r form, and which are available at https://www.ringcentral.com/legal/add-on-services.html.

Special Terms & Notes
1) Applicable Agreement. This Order Form is governed by the RingCentral Master Services Agreement pursuant to the California Cooperative Agreement, Contract No. 7-17-70-40-03, Contractor Name: Quest Media & Supplies, Inc. (the “PA”). The PA incorporates into it the terms and conditions of the NASPO-ValuePoint / Quest Cooperative Agreement Number AR2505 for Cloud Solutions, found at: https://www.naspovaluepoint.org/portfolio/cloud-solutions-2016-2026/quest-media-supplies-inc/, including the terms and conditions of the RingCentral MSA found in Agreement No. AR2505 at its Attachment E - Additional Service Provider Terms and Conditions - https://drive.google.com/drive/folders/180_ZiP_Y_P-SyIK3aeAi_jv82iErqePR (the MSA). 2) RingCentral, Inc. is named among the FULFILLMENT PARTNERS/ AUTHORIZED RESELLERS set out in Section 9 of the Contract No. 7-17-70-40-03, with Ordering Agency ordering through the California State-Approved Authorized Reseller:

Quest Media & Supplies, Inc.
c/o RingCentral, Inc.
20 Davis Drive
Belmont, CA 94002
3) A separately executed MSA is NOT required between the NASPO-VP Member and RingCentral. The following Attachments to the MSA are incorporated into and form a part of the MSA applicable to this Order Form:
 Exhibit A – Definitions
 Service Attachment A – RingCentral MVP (fka Office)
4) California Cooperative Agreement Contract Number 7-17-70-40-03 must appear on:
a. RingCentral quotations to the NASPO-VP Member;
b. The NASPO-VP Member’s Purchase Order; and
c. The Quest (on behalf of RingCentral) invoice to the NASPO-VP Member. 5) NASPO-VP Member’s payment terms are net forty-five (45) days. 6) Quest Media & Supplies, Inc. shall act as a billing agent of RingCentral in invoicing and collecting monthly recurring revenue, one-time charges, taxes and additional amounts due from the NASPO-VP Member. 7) Renewal: Subscription renewals must occur prior to expiration of Contract AR2505 and California Cooperative Agreement (Contract) No. 7-17-70-40-03, currently set to expire on 09-15-2026. 9) In accordance with the Cloud Computing Special Provisions for Software as a Service (SaaS), the Parties agree that RingCentral has no obligation to report a Security Incident that is not related to State Data. 58 Initial Order Form Page 3 of 3
10) For clarity, the Parties agree that, with respect to the Services in this Order Form, “data” in Section 3 (“Data Location”) of Exhibit 1 to the Utah NASPO ValuePoint Master Agreement Number AR2505 refers to “State Data” (as defined in the Cloud Computing Special Provisions for Software as a Service (SaaS)) and that “State Data” refers to “Customer Content” (as defined in the RingCentral MSA).
11) Estimated Taxes and Fees. P.U.C. Fee (VoIP) NF $119.54; FUSF (VoIP) $3,487.41; E911 (VoIP) $1,260.00; CA Public Purpose Program Surcharge (VoIP) $4,662.00; E-988 (VoIP) $336.00; Total Annual Tax Amount $9,864.95.

IN WITNESS WHEREOF, the Parties have executed this Initial Order Form above through their duly authorized representatives.

Customer RingCentral
City of Carson RingCentral, Inc.

By: \RCsign1\ By:
<# <Image Select="//Internal_Signature"
Optional="true" Width=”2” Height=”1”/> #>
Name: \RCname1\ Name: Stacy Schwartz
Title: \RCtitle1\ Title: VP US Public Sector and Education Date: \RCdate1\ Date: \RCdate1\
.
59 City of Carson
Purchasing Division
701 E. Carson Street
Carson, CA 90745
(310) 952-1758
Purchasing Waiver
In compliance with Chapter 6 (Purchasing System) of Article II (Administration) of the Carson Municipal Code (CMC), Staff are seeking to exercise waiver of the following requirements (check all that apply):
☒(A) Formal Bidding (Section 2611)
☐ (B) Written Contract (Section 2605(1)(iii))
If (A) is selected above, please select the exception being exercised for this purchase:
☐ (d) Emergency Purchasing (Section 2611(d))
☐ (e) Sole Source Purchasing (Section 2611(e))
☐ (f) Piggyback Purchasing (Section 2611(f))
☒(g) Cooperative Purchasing (Section 2611(g))
☐ (i) Other Purchase Exceptions (Section 2611(i)(1) through 2611(i)(18)) If (e) or (f ) are selected above, please specify the contrac t number, awarding agency, and other contracting parties being exercised for this purchase:

NASPO Value Point Master Agreement #AR2505, State of CA Participating Addendum No. 7-17-70-40-03
Req # (if available):N/A
Vendor Name: RingCentral
Formal bidding and/or a written contract would normally be required because the purchase is for an amount $75,000 or more; here, the amount is $47,791.08 Written justification or summary of purchase.

To provide the City with a cloud-based phone system, which will provide business calling and messaging streamlining communication for staff Citywide.

Purchasing: Authorized Department Staff:

Josilla Togiola, Purchasing Manager
9/5/2024
Name/Title: Gary Carter, IT & Security Director
Date: 9/9/2024
*Attach all relative applicable documents including, but not limited to vendor quote, statement of sole source justification on vendor letterhead, relative contract agreements for piggybacking or cooperative purchasing exceptions, etc.
**Attach a copy of the fully executed waiver to the corresponding requisition. 0224JT
60 EXHIBIT NO. 3