Amendment No. 1 to Agreement with Impulse Advanced Communications (Agreement No. 2022-037) for the Provision of Telephone Service

CPMS
Agenda Item A.11

CONSENT CALENDAR
Meeting Date: June 20, 2023
TO: Mayor and Councilmembers
FROM: Matthew R. Fore, General Services Director
SUBJECT: Amendment No. 1 to Agreement with Impulse Advanced Communications (Agreement No. 2022 -037) for the Provision of Telephone Service and Hardware at City-Owned Facilities
RECOMMENDATION:

Authorize the City Manager to execute Amendment No. 1 to Agreement No. 2022-037 with Impulse Advanced Communications for the provision of telephone service, including hardware, at City-owned facilities, extending the term of the agreement to June 30, 2024, and increasing the contract authority by $ 80,000, for a total not-to-exceed amount of $176,000.

BACKGROUND:

On April 5, 2022, the City executed an amended and restated agreement for telephone services with Impulse Advanced Communications. The initial term of the agreement terminated on April 23, 2023, at which time the agreement automatically renewed for up to twelve (12) consecutive months.

DISCUSSION:

The proposed Amendment No. 1 would extend the term of the agreement for 14 months through June 30, 2024, and increase the contract amount by an additional $80,000. The amendment also updates the City’s current inv entory of subscribed services (Exhibit A) including pricing for optional services and hardware that may be added through the end of the contract term. Amendment No. 1 to Agreement No. 2022 -037 with Impulse Advanced Communications is provided in Attachment 1. The original agreement with Impulse Advanced Communications is provided in Attachment 2.

FISCAL IMPACTS:

Sufficient budget exists in the Fiscal Year 2022-23 and the proposed Fiscal Year 2023- 24 budget. Therefore, staff is not requesting additional appropriations with this Council action.
1 Meeting Date: June 20, 2023

Page 2 of 2 ends

ALTERNATIVES:

Council could opt not to approve the proposed amendment and direct staff to procure telephone services from another provider.

Reviewed By: Legal Review By: Approved By:

___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager

ATTACHMENTS:

1. Amendment No. 1 to Agreement No. 2022 -037 with Impulse Advanced Communications

2. Professional Services Agreement No. 2022 -037 with Impulse Advanced Communications
2 ATTACHMENT 1

Amendment No. 1 to Agreement No. 2022-037 with Impulse Advanced Communications 3 City of Goleta
Amendment No. 1 to Agreement No. 2022-037

Page 1 of 3 ends

AMENDMENT NO. 1

TO AMENDED AND RESTATED AGREEMENT FOR

PROFESSIONAL SERVICES BETWEEN THE CITY OF GOLETA
AND

IMPULSE ADVANCED COMMUNICATIONS

This Amendment No. 1 to the Amended and Restated Agreement by and between the City of Goleta , a municipal corporation (“City”) and Impulse Advanced Communications (“Impulse” or “Company”) dated April 5, 2022 (“Agreement,” Agreement No. 2022-037) is made on this _____ day of _______ 2023.

SECTION A. RECITALS

1. This Agreement is for the provision of telephone service , including hardware, at various City-owned facilities; and

2. The Agreement currently provides in Section 1 for the termination of the Agreement on April 30, 2023; and

3. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2024; and

4. The Agreement currently provides in Section 3 for th e total compensation amount not to exceed $96,000; and

5. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $80,000 for continued telephone service at City -owned facilities; and

6. The Agreement currently provides in Exhibit A entitled Service Supplement, the City’s current inventory of subscribed services; and

7. The parties desire to amend Exhibit A of the Agreement to identify the City’s revised inventory of subscribed services, attached as “Exhibit A-1”; and

8. The City Council approved this Amendment No. 1, on this _____ day of ______, 2023.

SECTION B. AMENDED TERMS

Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:

DocuSign Envelope ID: 737B518F-502D-4B19-BB90-6C2728B0FA41 4 City of Goleta
Amendment No. 1 to Agreement No. 2022-037

Page 2 of 3 ends

1. Section 1. TERM of the Agreement is amended to extend the term for an additional 14 months to read in its entirety.

The term of this agreement shall commence on the date of Service activation or installation and continue until June 30, 2024. If Customer cancels Service before the term of the agreement is complete or before Service activation, then Customer is responsible for the termination charges equal to the remaining balance of the agreement. If Customer terminates the Service as provided herein, said termination sh all be effective forty -five days (45 days) following the delivery of Customer's official termination notice. The official termination notice date is established when Impulse acknowledges receipt of all relevant termination notice details.

2. Section 3. PAYMENT of the Agreement is amended to add an additional authorized amount of $80,000 and to read in its entirety:

Impulse shall invoice you monthly, (i) in advance for monthly recurring flat rate Service to be provided, (ii) in advance for one-time, non-recurring and prorated service to be provided and (iii) following the usage of all measured or metered Service provided. All invoices are due upon delivery, subject to any additional payment terms s et forth in the Service Supplement (“Exhibit A -1”) 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 of 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 all dispute claims must be submitted to [email protected].

The total amount of this Amended and Restated Agreement shall not exceed $176,000.

3. This Agreement is amended to delete and replace in its entirety:

Exhibit A with Exhibit A-1 attached hereto and incorporated herein.

4. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.

In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.

DocuSign Envelope ID: 737B518F-502D-4B19-BB90-6C2728B0FA41 5 City of Goleta
Amendment No. 1 to Agreement No. 2022-037

Page 3 of 3 ends

CITY OF GOLETA SERVICE PROVIDER

____________________________ ______________________________ Robert Nisbet, City Manager Dave Clark, President

ATTEST:

_____________________________
Deborah Lopez, City Clerk

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney

DocuSign Envelope ID: 737B518F-502D-4B19-BB90-6C2728B0FA41 6 Company Name: City of Goleta Impulse Account #: 36729 Bill Profile: 1005
Address: 130 Cremona Drive Sales Rep: Michael Papa
Address Line 2: Suite B Partner:

City: Goleta
State: CA Monthly Service: 3,811.00$
Zip Code: 93117 Equipment: -$
Quote Creation Date: 5/15/23 Activation Fees: -$
Total Locations: 1 Contract Term: In effect until 06/30/24 Each Total
x
122 28.00$ 3,416.00$
6 5.00$ 30.00$
2 15.00$ 30.00$
2 15.00$ 30.00$
4 35.00$ 140.00$
3 5.00$ 15.00$
1 90.00$ 90.00$
3 15.00$ 45.00$
1 15.00$ 15.00$
3,811.00$
-
Each
x
x
2 -$ -$
122 -$ -$
-$
Activation Fees
** This contract includes all voice services for four (4) City of Goleta locations: Headquarters, Corp Yard, Library, and Community Center. The invoices will break up services by locaiton.

This contract is subject to a satisfactory credit check and may require a deposit and/or pre-payment of services before deploying hardware and services.

Total NRC:

Additional Commitments and Comments
ClearStar Activation Fee
ClearStar Webex Activation Fee
Total MRC:

Equipment and Activation Fees Description Quantity Non Recurring Charges (NRC) Hardware
ClearStar(sm) Voicemail Box
ClearStar(sm) Basic Accounts
ClearStar(sm) Park Zone
ClearStar(sm) Auto Attendant
Alternate (or Hunt Group) Telephone Number
Fax2Email Pangea
ClearStar Reserved DIDs
Service Supplement
Impulse Information
Unity Reception Attendant Account (Unlimited Users)
ClearStar(sm) Webex Meetings Account
Price Summary
Service Description Quantity Monthly Recurring Charges (MRC) Monthly Service
*Customer is responsible for canceling all circuits and or business lines with their prior provider.

The following Service Supplement contains a list of purchased services and equipment, additional commitments and comments, additional terms and conditions and is pursuant to the Impulse Acceptable Use Policy ("AUP") and Master Service Agreement ("MSA") as posted on www.impulse.net.

Technical Review Note
CONTRACT SUBJECT TO TECHNICAL REVIEW. No hardware or services will be ordered until Impulse performs a technical and phone system site evaluation.

EXHIBIT A-1 TO AMENDED AND RESTATED AGREEMENT FOR

PROFESSIONAL SERVICES BETWEEN THE CITY OF GOLETA AND

IMPULSE ADVANCED COMMUNICATIONS
DocuSign Envelope ID: 737B518F-502D-4B19-BB90-6C2728B0FA41 7 Sales Quote
Terms and Conditions

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 terms set forth in the applicable tariff shall govern Impulse’s delivery of, and Customer’s consumption or use of, the Services.

8. Telephone Number and Locations. The telephone numbers to be moved to Impulse are listed on a Letter of Authorization (LOA) or Responsible Organization Change Form (ROCF) 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 supervise the local exchange carrier during the transfer of Services to Impulse.

9. Service Understanding. Customer acknowledges that the Service provided by Impulse is a voice application utilizing Internet protocol (IP) across Internet connections. The application is intended to facilitate voice communications as an alternative to local and long distance telephone service provided by local exchange carriers (LECs and CLECs) and interexchange carriers (IXCs).

10. Network Resources. At Impulse’s request, Customer agrees to purchase and implement the necessary network services (including but not limited to Internet connectivity and quality of service routing) needed for the proper support and use of the Services. Customer recognizes and accepts sole responsibility that failure to provide such network services may result in a loss or sub-optimal performance of the Services.

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 Impulse, and the configuration and type of Equipment to be used shall be determined solely by Impulse (unless agreed to otherwise in writing). If any maintenance, upgrades, reconfiguration or changes to the Equipment is required due to any acts or omissions by Customer, then the Customer shall be charged 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 Customer fails to return the equipment within such thirty (30) day period, Impulse will invoice Customer for the then current retail rate of the equipment.

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, configuration and/or failure of the equipment; (ii) any damage to Impulse's network arising out of or related to the use of such Equipment.

13. DSL & Wireless Service. Where applicable, the actual data transfer speed or throughput of a DSL, wireless and other non-dedicated internet access services may be 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 wiring or Internet congestion of server and router speeds for the web servers (sites) Customer is accessing. DSL, wireless and other non-dedicated internet access speeds are not guaranteed.

14. Fraudulent Use of Service. Customer is responsible for any and all fraud in connection with the Services. It is the sole responsibility of the Customer to ensure access is not available through any equipment, circuits and/or network connections. 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 use 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 due to abuse by Customer will be billed at $100 per hour.

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. obstruction, facilities management, antenna placement, distance) and is unable to find an alternative, this Service Supplement is null and void.

17. Customer Requirements. Unless otherwise specified on the Service Supplement, Customer will provide and maintain its own network edge security/gateway devices (i.e., firewall and/or router), and setup and maintenance of Customer’s own network including IP addressing and other software configurations. Customer will provide 120 VAC power for Impulse service equipment.

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 to installation of Service and while Service is provided. Impulse may require proof 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.

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/universal-cloud-agreement.html, (ii) the Cisco Privacy Data Sheets for Webex Meetings and Webex Teams found at https://trustportal.cisco.com/c/r/ctp/trust- portal.html#/customer_transparency, and (iii) the Cisco End User License Agreement for the Cisco client software installed by end user found at www.cisco.com/go/eula.

6. Taxes, Surcharges and Fees. Customer shall pay to Impulse all FCC, USF, and PUC charges, and 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.

1. Term. The term of this agreement shall commence on of the date of Service activation or installation and continue for an initial period as stated on the front page. If Customer cancels Service before the term of the agreement is complete or before Service activation, then Customer is responsible for the termination charges equal to the remaining balance of the agreement. If Customer terminates the Service as provided herein, said termination shall be effective forty-five days (45 days) following the delivery of Customer's official termination notice. The official termination notice date is established when Impulse acknowledges receipt of all relevant termination notice details.

2. Renewals. This agreement shall automatically renew for successive additional Terms (“Extended Term”) each equal to the Initial Term and not to exceed twelve months (12 months) unless either party delivers to the other party written notice of termination at least forty-five days (45 days) and not more than ninety days (90 days) prior to the end of the initial term or then extended term.

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-recurring and pro-rated service to be provided and (iii) following the usage of all measured or metered Service provided. All invoices are due upon delivery, subject to any additional payment terms set forth in the Service Supplement 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 of 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 all dispute claims must be submitted to [email protected]. Customer shall be responsible for all reasonable costs (including reasonable attorney’s fees) incurred in collecting past due amounts under this agreement.

4. Prices and Taxes. Customer shall pay Impulse all applicable rates and charges including any minimum monthly commitment levels set forth herein. Extra DID numbers will be charged $0.75 each per month. ClearStar Hosted phone System 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 review usage of unlimited minute usage plans to ensure that there is no end-user abuse of such plans. End-user agrees to use unlimited minute plans for normal voice calls and will not employ methods or devices to take advantage of unlimited plans by using service excessively or for means not 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 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/from 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 international 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.

5. Increases in Rates and Charges. The rates and charges for the Services may be increased from time to time to correspond to any increases in the costs of Service attributable to changes in Laws or charges from third parties from whom Impulse obtains services or equipment for the Services. Impulse shall have the right, at any time and from time to time, to change the rates and charges for the Services for any other reason by delivering to Customer at thirty (30) days prior written notice thereof, and in such event, Customer shall have the right to discontinue use of the Service by delivering to Impulse written notice of termination within thirty days of the delivery of Impulses rate change notice. If Customer terminates the Service as provided herein, said termination shall be effective thirty days following the delivery of Customer's termination notice. Customer shall pay to Impulse all fees, charges and other amounts incurred through the date of said termination.

DocuSign Envelope ID: 737B518F-502D-4B19-BB90-6C2728B0FA41 8 Initial: ___________ Date:_________________________
Customer Impulse
Signature: Signature:

Print Name: Title: Title:

Email: Date: Print Name:

Date:

I hereby acknowledge and understand the 911 Limitations of VOIP services and it is my responsibility to inform present and future employees/users of these limitations.

IN THE WITNESS WHEREOF, Impulse and Customer hereby execute this Service Supplement.

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 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 conduct of local emergency response centers and the national emergency calling center. Impulse relies on third parties to assist in routing 911 calls to local emergency response centers and to a national emergency calling center. Impulse 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 employees 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 the 911 dialing service unless such claims or causes of action arose from Impulse'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.

19. Emergency 911 Acknowledgement. Customer acknowledges and agrees that there are limitations to 911 services available with the ClearStar services provided by Impulse, 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 acknowledges 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 time you sign up for the service. 911 Services will not be available in the following situations: (1) you request the assignment of a telephone number to a location outside of the geographic rate center associated with such telephone number (2) You move the calling device to which a telephone 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 location 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 outage, degradation or other disruption of your broadband Internet connection. (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 that 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 line 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.

DocuSign Envelope ID: 737B518F-502D-4B19-BB90-6C2728B0FA41 9 Monthly Recurring Pricing
Licensing is segmented into two (2) groups:

1. Platform User Licenses

2. Group Licenses

1. Platform User Licenses
These licenses are required to make a phone operational and are assigned to either a user with an extension with voicemail or a general extension without a voicemail (such a conference or spare extension).

Platform User Licenses
Feature License Monthly Cost Activation Notes
ClearStar(sm) Basic Account $ 15.00 $ - Does not include voicemail ClearStar(sm) Webex
Meetings Account $ 28.00 $ - All Webex and calling features w/ voicemail

2. Group Licenses
These licenses are added a la cart to achieve the desired call routing functionality. They are usually added by office location.

Group Licenses
Feature License Monthly Cost Activation Notes
ClearStar(sm) Voicemail Box $ 5.00 $ - For stand-alone use ClearStar(sm) Park Zone $ 15.00 $ - For parking a call on an unused extension
ClearStar(sm) Auto
Attendant $ 35.00 $ - Call tree
Alternate (or Hunt Group)
Telephone Number $ 5.00 $ - Additional numbers for call routing
Unity Reception Attendant
Account $ 90.00 $ - Reception console software
Fax2Email Pangea $ 1 5.00 $ - Fax to email
ClearStar Reserve DIDs $ 15.00 $ -
DocuSign Envelope ID: 737B518F-502D-4B19-BB90-6C2728B0FA41 10 Non-Recurring Pricing
Hardware
Hardware
Phone Model NRC Notes
Poly Edge E 100 Phone $ 140.00 2-Line Keys Phone Power Supply $ 35.00

Activation Fees
Hardware
Phone Model NRC Notes
Webex Activation Fee $ 49.00 New Line

DocuSign Envelope ID: 737B518F-502D-4B19-BB90-6C2728B0FA41 11 ATTACHMENT 2

Professional Services Agreement No. 2022-037 with Impulse Advanced Communications
12 City of Goleta
Amended and Restated Agreement

Page 1 of 9 ends

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

5 DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 2022-037
13 City of Goleta
Amended and Restated Agreement

Page 2 of 9 ends

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

6 DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 14 City of Goleta
Amended and Restated Agreement

Page 3 of 9 ends

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 connections. 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).

7 DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 15 City of Goleta
Amended and Restated Agreement

Page 4 of 9 ends

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.

8 DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 16 City of Goleta
Amended and Restated Agreement

Page 5 of 9 ends

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 use 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 Webex 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

9 DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 17 City of Goleta
Amended and Restated Agreement

Page 6 of 9 ends

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,

10 DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 18 City of Goleta
Amended and Restated Agreement

Page 7 of 9 ends

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

11 DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 19 City of Goleta
Amended and Restated Agreement

Page 8 of 9 ends

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.

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.

12 DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 20 DocuSign Envelope ID: A46A0757-81EC-4C5D-969C-98ED8913127B

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 PROVIDER

_ _
Michelle Greene, City Manager Name, Title

ATTEST:

Deborah Lopez, City Clerk

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

Winnie Cai, Assistant City Attorney

City of Goleta
Amended and Restated Agreement

Page 9 of 9 ends

13 DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 PresidentDave Clark
21 Company Name: City of Goleta Impulse Account #: 36729 Bill Profile: 1005
Address: 130 Cremona Drive Account Manager: Morgan Steffen Address Line 2: Suite B Partner:

City: Goleta
State: CA Monthly Service: 3,547.00$
Zip Code: 93117 Equipment: 900.00$
Activation Fees: -$
Total Locations: 1 Contract Term: In effect until 4/29/23 Each Total
x
1 15.00$ 15.00$
3 15.00$ 45.00$
x
2 15.00$ 30.00$
114 28.00$ 3,192.00$
x
3 35.00$ 105.00$
6 5.00$ 30.00$
2 5.00$ 10.00$
2 15.00$ 30.00$
x
1 90.00$ 90.00$
3,547.00$
-
Each
x
10 90.00$ 900.00$
x
2 -$ -$
114 49.00$ 5,586.00$
114 (49.00)$ (5,586.00)$
3 900.00$
Monthly Recurring Charges (MRC)
Total MRC:

Equipment and Activation Fees Description Quantity Non Recurring Charges (NRC) Polycom Media Phone HD VVX 250 Gigabit
Telephone Hardware
Additional Commitments and Comments
This contract is subject to a satisfactory credit check and may require a deposit and/or pre-payment of services before deploying hardware and services.

Telephone Service
Activation Fees
Total NRC:

Sales Quote
ClearStar Hosted Seats
Impulse vFax Line
ClearStar Reserved DIDs
Impulse Information
Price Summary
Service Description Quantity
Technical Review Note
CONTRACT SUBJECT TO TECHNICAL REVIEW. No hardware or services will be ordered until Impulse performs a technical and phone system site evaluation.

Contract addendum may be required if additional hardware or services are deemed necessary. CUSTOMER MAY BE PROVIDED AN ADDENDUM AT THE END OF THE ONBOARDING PHASE LISTING ALL MODIFICATIONS FROM THE ORIGINAL CONTRACT. CUSTOMER WILL HAVE 5 BUSINESS DAYS TO DISPUTE ANY CHANGES. OTHERWISE, THE SIGNATURE ON THIS CONTRACT WILL BE THE OFFICIAL AGREEMENT TO ALL SERVICES LISTED HEREIN AS WELL AS THE ADDENDUM. Services listed in this contract will supersede all other previous contracts for these services for the City of Goleta. All agreements going forward and through April 29th, 2023 will follow the attached City of Goleta 2022-2023 pricing exhibit.

ClearStar Activation Fee
ClearStar Webex Activation Fee
One-Time Discount - ClearStar Seat Activation
Unity Reception Attendant Account (Unlimited Users)
ClearStar(sm) Park Zone
ClearStar(sm) Webex Meetings Account
*Customer is responsible for canceling all circuits and or business lines with their prior provider.

ClearStar(sm) Voicemail Box
ClearStar(sm) Auto Attendant
ClearStar Unity Accounts
Alternate (or Hunt Group) Telephone Number
ClearStar Features
ClearStar(sm) Basic Accounts

EXHIBIT A TO AMENDED AND RESTATED AGREEMENT FOR

PROFESSIONAL SERVICES BETWEEN THE CITY OF GOLETA AND

IMPULSE ADVANCED COMMUNICATIONS
DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 22 Sales Quote
Terms and Conditions

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.

2. Renewals. This agreement shall automatically renew for successive additional Terms (“Extended Term”) each equal to thirty days (30) and not to exceed twelve months (12 months) unless either party delivers to the other party written notice of termination at least forty-five days (45 days) and not more than ninety days (90 days) prior to the end of the initial term or then extended term.

DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 23 Initial: ___________ Date:_________________________ Customer Impulse
Signature: Signature:

Title: Title:

Print Name: Print Name:

Email: Date:

Date:
114
I hereby acknowledge and understand the 911 Limitations of VOIP services and it is my responsibility to inform present and future employees/users of these limitations.

IN THE WITNESS WHEREOF, Impulse and Customer hereby execute this Service Supplement.

DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 24 City of Goleta 2022-2023 Pricing Exhibit

We customize how businesses communicate.
6144 Calle Real #200, Goleta Ca 93117| www.Impulse.net | 800.456.5800 Monthly Recurring Pricing
Licensing is segmented into five groups. A definition of the features associated with each license is available in Appendix II.
• Platform User Licenses
• Group Licenses
• Call Center Licenses
• Advanced Application Licenses
Platform User Licenses
These licenses are required to make a phone operational and are assigned to either a user with a phone or a general use phone without voicemail, such as a conference or spare phone.

Platform User Licenses
Feature License MRC NRC Notes
Basic Account $15 $0 Does not include voicemail
ClearStar Webex Account with Meetings
25 $28 $0 All Webex Features + Meetings
Account

Group Licenses
Several of these licenses are typically used per office location to achieve the desired call routing functionality.

Group Licenses
Feature License MRC NRC Notes
Hunt Group $0 $0 $5/month if DID required
Toll-Free Numbers $5 $0 Per minute rate applies
Reception Console Software $90 $0
Voicemail Box $5 $0 For stand-alone use
Auto Attendant $35 $0
Reserved DIDs $15 $0
Park Zone $15 $0

ClearStar vFax Line $15 $0

DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 25 City of Goleta 2022-2023 Pricing Exhibit

We customize how businesses communicate.
6144 Calle Real #200, Goleta Ca 93117| www.Impulse.net | 800.456.5800

Call Center Licenses

Non-Recurring Pricing
Hardware

Hardware
Phone Model NRC Notes
Polycom VVX 250 phone $140 4 line keys, gigabit; $90 refurbished model Phone power supply $35
DocuSign Envelope ID: 34573089-5015-458D-8E76-2BB5B789F803 26

Goleta City CouncilJune 20, 2023

Goleta City Council
June 20, 2023