Agenda Item B.6
CPMS CONSENT CALENDAR
Meeting Date: April 5, 2022
TO: Mayor and Councilmembers
FROM: Matt Fore, General Services Director
SUBJECT: Amended and Restated Agreem ent with Impulse Advanced Communications for the Provision of Telephone Services
RECOMMENDATION:
Authorize the City Manager to ex ecute the Amended and Restated Agreement with Impulse Advanced Communications, for the provision of phone ser vices and hardware, with a not-to-exceed amount of $96,000.
BACKGROUND:
In January of 2013, the City executed Agreement No. 2013-100 wi th Impulse Advanced Communications (Impulse) to provide phone services and hardware. Over the years, as the City organization grew and added new employees, the Agreement was amended five times to add additional telephone lines and physical telephones (Agreement Nos. 2013- 100.1, 2013-100.2, 2013- 100.3, 2013-100.4, and 2013-100.5). Each of these amendments had a different expiration date on the new service plans.
DISCUSSION:
Several new staff have recently joined the City organization or are scheduled to begin in Fiscal Year 2022. For this reason, the City must further amend the agreement with Impulse to provide additional phone lines and physical phones for these employees. Staff also wish to consolidate the vari ous service plans that are pro vided for in the original Agreement and various amendments into a single agreement with a single expiration date to accommodate a future competit ive procurement for phone servi ces. The proposed Amended and Restated Agreement, substantively, provides the following:
1) Provides the City with 114 full-service phone lines (Webex M eeting Account) and two (2) “basic” accounts, as well as ten (10) new physical phones, at a monthly cost of $3,547 and a one-time hardware charge of $900;
2) Supersedes all previous agreements and amendments and consolidates services into a single agreement resulting in a new termination date of April 29, 2023; 1 Meeting Date: April 5, 2022
3) Establishes a new pricing schedule for services and hardware throughout the contract term as set forth on the Exhibit A so that services can be added via a change order form with Impulse without needing to amend the contract; and 4) Provides for month-to-month se rvice after the termination da t e f o r u p t o a n additional twelve months after April 29, 2023;
Staff plan to conduct a competitive procurement for phone service upon the expiration of the Amended and Restated Agreement. This will allow staff to e valuate pricing as well as new service options that might better serve a hybrid in-office/remote workforce.
FISCAL IMPACTS:
The Amended and Restated Agreement includes a contract amount of $96,000. The base amount of approximately $47,000 includes the $3,547 per month subscription cost x 25 months and a $900 one-time hardware charge. Beyond the services listed on the Amended and Restated Agreement, the City may need to add additional services and physical phones to accommodate new employees that join the orga nization. The not to exceed amount includes funds for up to another 12 months beyond the anticipated termination date of April 2023 and an additional buffer amount of approximately $6,000 so that Staff can administratively provision phone service to a pproximately 12 new employees in accordance with the pricing schedule included in Exhibit A without the need to return to Council to add more funds to the contract.
While the contract authority is increasing, the monthly cost is not. In Fiscal Year 2022, monthly payments to Impulse have averaged $4,475. Under the terms of the proposed Amended and Restated Agreement, t he average monthly payment wou ld decrease to approximately $3,550. Approximately $53,000 was budgeted for phone service in Fiscal Year 2022. The annual cost u nder the proposed agreement is estimated to be approximately $43,500; therefore, no additional appropriations are requested in Fiscal Year 2022.
2 Meeting Date: April 5, 2022
ALTERNATIVES:
City Council may elect not to authorize the Amended and Restate d Agreement and instead provide alternate direction to staff. Such alternatives would delay the provision of phone service to current and incoming staff.
Reviewed By: Legal Review By: Approved By:
___________________ ______ _____________ ______ ___________ Kristine Schmidt Megan Garibaldi Michelle Greene
Assistant City Manager City Attorney City Manager
ATTACHMENTS:
1. Amended and Restated Agreement for Professional Services Agreement between the City of Goleta and Impulse Advanced Communications
2. Agreement No.'s 2013-100, 2013-100.1, 2013-100.2, 2013-100.3 , 2013-100.4, and 2013-100.5 between the City of Goleta and Impulse Advanced Communications 3 ATTACHMENT 1
Amendment No. 6 to Professional Services Agreement No. 2013-100 between the City of Goleta and Impulse Advanced Communications
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Amended and Restated Agreement
AMENDED AND RESTATED AGREEMENT FOR
PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
IMPULSE ADVANCED COMMUNICATIONS
This Amended and Restated Agreement for professional services by and between the City of Goleta, a municipal corporation (“City” or “Customer”) and Impulse Advanced Communications (“Impulse” or “Company”) is made on this 5 th day of April 2022 (“Agreement”).
SECTION A. RECITALS
1. City and Impulse had entered into an agreement (Agreement No. 2013-100) on January 29, 2013, which was amended five times on January 29, 2 013, October 8, 2015, November 30, 2015, April 22, 2016, and May 16, 2018, respectively (Agreement No.'s 2013-100.1, 2013-100.2, 2013-100. 3, 2013- 100.4, and 2013-100.5), for telephone services and equipment.
2. This original agreement and amendments have created confusion as to which terms are currently applicable.
3. The parties desire to simplify the original agreement and am endments so that so that all currently applicable terms are encapsulated in this Amended and Restated Agreement.
4. After the execution of this Amended and Restated Agreement, the terms of the Agreement and previous amendments will be superseded by this Amended and Restated Agreement.
5. The City Council approved this Amended and Restated Agreement, on this 5th day of April 2022.
SECTION B. AMENDED TERMS
Now therefore City and Consultant agree that the Amended and Restated Agreement shall contain the following terms:
1. Section 1. TERM.
The term of this agreement shall commence on of the date of Service activation or installation and continue until April 30, 2023 (“Initial Term”). If Customer cancels Service before the term of the agreement is complete or before Service activation, then Customer is responsible for the termination
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charges equal to the remaining balance of the agreement. If Cus tomer terminates the Service as provided herein, said termination sha ll be effective forty-five days (45 days) following the delivery of Customer's official termination notice. The official termination notice date is est ablished when Impulse acknowledges receipt of all relevant termination notice details.
1. Section 2. Renewals of the Agreement.
This agreement shall automatically renew for successive additio nal terms (“Extended Term”) each equal to thirty days (30) and not to exceed twelve months (12 months) unless either party delivers to the other pa rty written notice of termination (a) at least forty-five days (45 days) and not more than ninety days (90 days) prior to the end of the Initial Term or (b) at least thirty (30) days before the end of the Extended Term.
2. Section 3. PAYMENT.
Impulse shall invoice you monthly, (i) in advance for monthly recurring flat rate Service to be provided, (ii) in advance for one- time, non-recu rring and pro- rated service to be provided and (iii) following the usage of a ll measured or metered Service provided. All invoices are due upon delivery, s ubject to any additional payment terms set forth in the Service Supplement (“Exhibit A”) and become past due thirty (30) days later without demand or set off by Customer.
If any invoice is not paid to Impulse within thirty (30) days o f delivery, a late charge shall accrue on the delinquent amount at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is less. Any and a ll dispute claims must be submitted to [email protected].
The total amount of this Amended and Restated Agreement shall n ot exceed $96,000.
3. Section 4. Prices and Taxes.
Customer shall pay Impulse all applicable rates and charges inc luding any minimum monthly commitment levels set forth herein. Extra DID n umbers will be charged $0.75 each per month. ClearStar Hosted phone Sy stem calls to/from the PSTN, with the exception of toll-free calls to Customer's toll fee number(s) and international calls, are included in the per seat charge unless specified otherwise. The Company reserves the right to r eview usage of unlimited minute usage plans to ensure that there is n o end-user abuse of such plans. End-user agrees to use unlimited minute pl ans for normal voice calls and will not employ methods or devices to take advantage of unlimited plans by using service excessively or for means no t intended by the Company. The Company may terminate service immediately if, in its sole discretion, end-user is abusively using the unlimited minute plan. Use of service shall not include certain activities including, but not limited to, any
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autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing or any other activity that would be inconsistent with business usage. Telephone Service calls to/fr om the PSTN, with the exception of toll free calls to Customer's toll fee number(s) and international calls, are billed at a rate of $0.029 per minute on a calendar month basis for all calls exceeding the Local and Long Distance Bundle listed on the Service Supplement. PSTN international calls will be billed at a rate per minute associated with the terminating country. International rates vary based on termination location. Customer may request a list of i nternational rates. Conference calls will be billed at $0.12 per minute per leg. Directory Assistance (411) calls will be billed at $1.25 per call.
4. Section 6. Taxes, Surcharges and Fees.
Customer shall pay to Impulse all FCC, USF, and PUC charges, an d all other surcharges and taxes that will be assessed against all Services, both usage, NRC and MRC. This charge may increase or decrease from time to time.
5. Section 7. Application of Tariffs.
Impulse may elect or be required to file or modify tariffs for the delivery of the Services with the appropriate regulatory agency. In the event that such tariffs are filed, then the term s set forth in the applicable tariff shall govern Impulse’s delivery of, and Customer’s consumption or use of, the Services.
6. Section 8. Telephone Number and Locations.
The telephone numbers to be moved to Impulse are listed on a Le tter of Authorization (LOA) or Responsible Organization Change Form (RO CF) if Toll Free service is included. Customer understands that any charges from other carriers associated with telephone numbers (ANIs and DIDs) not listed on a LOA or ROCF shall be the responsibility of Customer. Customer shall use its best efforts to provide all pertinent information necessary to transfer Services to Impulse. Impulse will use its best efforts to super vise the local exchange carrier during the transfer of Services to Impulse.
7. Section 9. Service Understanding.
Customer acknowledges that the Service provided by Impulse is a voice application utilizing Internet protocol (IP) across Internet co nnections. The application is intended to facilitate voice communications as a n alternative to local and long distance telephone service provided by local exchange carriers (LECs and CLECs) and interexchange carriers (IXCs).
1.
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8. Section 10. Network Resources.
At Impulse’s request, Customer agrees to purchase and implement the necessary network services (including but not limited to Intern et connectivity and quality of service routing) needed for the pro per support and use of the Services. Custome r recognizes and accepts sole responsibility that failure to provide such network services ma y result in a loss or sub-optimal performance of the Services.
9. Section 11. Impulse Provided Equipment.
If any equipment (“Equipment”) is provided by Impulse in conjunction with the Services, then title shall, at all times, remain with Impul se, and the configuration and type of Equipment to be used shall be determi ned solely by Impulse (unless agreed to otherwise in writing). If any main tenance, upgrades, reconfiguration or changes to the Equipment is requir ed due to any acts or omissions by Customer, then the Customer shall be c harged Impulse’s then current support rates. Upon expiration or termination of this Agreement, Customer must return any Impulse provided Equipment in good working condition within thirty (30) days at customer’s expense. Equipment shall be returned to the Impulse corporate headquarters. If Cus tomer fails to return the equipment within such thirty (30) day period, Imp ulse will invoice Customer for the then current retail rate of the equipment.
10. Section 12. Customer Provided Equipment.
If Customer purchases from Impulse or provides its own Equipment for use with the Services it shall do so at its own risk and expense. Customer shall be fully responsible for (i) all maintenance, service, configur ation and/or failure of the equipment; (ii) any damage to Impulse's network arising out of or related to the use of such Equipment.
11. Section 13. DSL Service & Wireless Service.
Where applicable, the actual data transfer speed or throughput of a DSL, wireless and other non-dedicated internet access services may b e lower than speeds indicated after accounting for processing overhead and other factors, including the distance between Customer's location and the network center servicing Customer, the condition of Customer's inside w iring or Internet congestion of server and router speeds for the web ser vers (sites) Customer is accessing. DSL, wireless and other non-dedicated in ternet access speeds are not guaranteed.
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12. Section 14. Fraudulent Use.
Customer is responsible for any and all fraud in connection wit h the Services. It is the sole responsibility of the Customer to ensu re access is not available through any equipment, circuits and/or network co nnections.
Claims of fraudulent usage shall not constitute a valid basis for dispute of an invoice. Customer is responsible for all charges attributable to the Services, even if incurred as the result of fraudulent or unauthorized us e of the Services. Impulse may, but is not obligated to, detect or report unauthorized or fraudulent use of Services. Customer shall defend, indemnify and hold harmless Impulse from and against any and all Claims arising out of any fraudulent or unauthorized use of Services. Customer agrees not to send bulk mail to more than one hundred users nor unsolicited commercial email to multiple recipients. Administrative intervention required du e to abuse by Customer will be billed at $100 per hour.
13. Section 15. The foregoing terms apply to the end user's use of Cisco Webex.
(i) the Cisco Universal Cloud Terms found at
https://www.cisco.com/c/en/us/about/legal/cloud-and- software/u niversal- cloud-agreement.html, (ii) the Cisco Privacy Data Sheets for We bex Meetings and Webex Teams found at
https://trustportal.cisco.com/c/r/ctp/trust-
portal.html#/customer_transparency, and (iii) the Cisco End Use r License Agreement for the Cisco client software installed by end user f ound at www.cisco.com/go/eula.
14. Section 16. Subject to Availability.
All services are subject to availability and require a final on-site verification to determine complete service qualification. If during the installation or final site verification/survey Impulse is unable to connect to the network from the customer premise for reasons out of Impulse's control (i.e. obs truction, facilities management, antenna placement, distance) and is unab le to find an alternative, this Service Supplement is null and void.
15. Section 17. Customer Requirements.
Unless otherwise specified on the Service Supplement, Customer will provide and maintain its own network edge security/gateway devi ces (i.e., firewall and/or router), and setup and maintenance of Customer’s o w n
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network including IP addressing and other software configuratio ns.
Customer will provide 120 VAC power for Impulse service equipment.
16. Section 18. Building Access and Installation.
Customer acknowledges that they must obtain from property management or building owner all necessary approvals, applicable permits and/or use fees to be attained, if any, for full access by Impulse prior t o installation of Service and while Service is provided. Impulse may require proo f that Customer has obtained the necessary approvals from property management or building owner prior to performing the installation. Customer acknowledges that Customer is solely responsible for obtaining and presenting such proof to Impulse. Delays in obtaining such proof of consent shall not count toward installation timeframe commitments, if any.
17. Section 19. Emergency 911 Acknowledgement.
Customer acknowledges and agrees that there are limitations to 911 services available with the ClearStar services provided by Impu lse, including those limitations identified below. Customer is advised to have an alternate means of accessing 911 services via a traditional phone line or a wireless phone. By entering into this Agreement, Customer ackno wledges that Impulse has fully advised Customer of the circumstances under which basic or E911 service may not be available or may be limited in connection with the ClearStar
services and Customer has agreed to take full
responsibility for providing alternative and supplemental 911 emergency dialing. (1) You must provide valid and accurate subscriber location (in the form of a valid street address) information to Impulse at the t ime you sign up for the service. 911 Services will not be available in the f ollowing situations: (1) you request the assignment of a telephone numbe r to a location outside of the geographic rate center associated with such telephone number (2) You move the calling device to which a tel ephone number has been assigned to a different location than the original registered subscriber location associated with such telephone number. Unless Impulse is notified of the new service address at least 48 hours in advance, Impulse recommends that Customer have an alternative means for accessing 911. (3) Your original subscriber location or your new subscriber lo cation information is not in the local telephone company’s Automatic Location Information database; (4) there is an outage, degradation or other disruption of electric power at the subscriber location. (5) there is an o utage,
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degradation or other disruption of your broadband Internet conn ection. (6) there is a suspension of your account as a result of nonpayment or other breaches of this Agreement by you. In particular areas, ClearStar Services do not support 911 Services. You acknowledge and understand tha t in these areas: a call placed to 911 using ClearStar Services will attempt to complete, but it may not utilize the 911 infrastructure to selectively route calls to the appropriate Public Safety Answering Point (“PSAP”) or primary 911 provider. The 911 call may or may not be completed and, if it is completed, it may complete to the appropriate PSAP or a 911 dispatcher or to a general or administrative line; and such administrator may or may not be specifically designated to receive the incoming 911 call and there may be a greater possibility that the general or administration line may produce a busy signal or will take longer to answer or not be answered at all. In addition, the 911 call may be completed to a 911 dispatcher (or to a general or administrative line) in a different geographic location than the caller’s location, the caller’s location information and callback telephone number may not be displayed.
The caller must take care not to disconnect the line. If the li ne is disconnected before the caller has given the dispatcher the phone number, the dispatcher may not be able to call the caller back. If the caller is unable to speak and describe his/her location, the dispatcher will not be able to locate the caller. The caller needs to immediately communicate their name, location and phone number to the individual answering the call
CUSTOMER ACKNOWLEDGES THAT IMPULSE’s EQUIPMENT AND
CLEARSTAR SERVICE DO NOT SUPPORT 911 EMERGENCY DIALING
OR OTHER EMERGENCY FUNCTIONS IN THE SAME MANNER AS
TRADITIONAL WIRELINE 911 SERVICES. THE DIFFERENCES ARE
DETAILED IN THIS SECTION AND CUSTOMER AGREES TO NOTIFY
ALL POTENTIAL USERS OF
THE SERVICES OF THE 911 LIMITATIONS
DESCRIBED HEREIN. [IMPULSE WILL PROVIDE CUSTOMER WITH
WARNING LABELS REGARDING THE LIMITATIONS OR
UNAVAILABILITY OF
911 EMERGENCY DIALING. CUSTOMER AGREES
TO PLACE A LABEL ON AND/OR NEAR EACH TELEPHONE OR OTHER
CUSTOMER PREMISE EQUIPMENT ON WHICH THE SERVICES MAY
BE UTILIZED. IF ADDITIONAL LABELS ARE REQUIRED, CUSTOMER MAY REQUEST THEM FROM IMPULSE.
Customer’s Acknowledgment. Customer represents and warrants to Impulse that it understands that, although the majority of Customers using the
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ClearStar Service have access to either basic 911 or Enhanced 911 service, VoIP 911 dialing is not automatic, the Customer is responsible for registering its location(s) with Impulse in order to activate 911 dialing, and any applicable address must be updated if the Customer is using the ClearStar service from a different physical location than that which was originally registered.
Disclaimer. Impulse disclaims all responsibility for the conduc t of local emergency response centers and the national emergency calling c enter.
Impulse relies on third parties to assist in routing 911 calls to local emergency response centers and to a national emergency calling center. Im pulse disclaims any and all liability or responsibility in the event such third party data used to route calls is incorrect , yields an erroneous result or if a 911 call cannot be completed. Neither Impulse nor its officers or employ ees may be held liable for any claim, damage, or loss, and Customer waives any and all such claims or causes of action, arising from or relating to th e 911 dialing service unless such claims or causes of action arose from Impul se's gross negligence, recklessness or willful misconduct.
Customer agrees to defend, indemnify, and hold harmless Impulse, its officers, directors, employees, affiliates and agents in connection with the ClearStar service, from any and all claims, losses (including loss of profits or revenue), damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorney fees) by, or on behalf of, Customer or any third party or user of the Service from or through Customer relating to the failure or outage of the ClearStar Service, including those related to 911 dialing.
18. Section 20. Previous agreements and amendments.
All previous agreements and amendments, including but not limit ed to (Agreement Nos. 2013-100, 2013-100.1, 2013-100.2, 2013-100.3, 2013-100.4, and 2013-100.5) between City and Impulse shall no longer have a ny force and effect.
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In concurrence and witness whereof , this Amended and Restated Agreement has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA SERVICE PRO VIDER
_________________________ _________________________ _ Michelle Greene, City Manager Name, Title
A T T E S T :
________________________ _________________________ Deborah Lopez, City Clerk Name, Title
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
13 ATTACHMENT 2
Agreement No.'s 2013-100.1, 2013-100.2, 2013-100.3, 2013-100.4, and 2013-100.5 between the City of Goleta and Impulse Advanced Communications
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