Agenda packet — Redlands City Council, June 3, 2025 (part 5 of 5)

ALTERNATIVES:

N/A
STRATEGIC PLAN:

N/A
SUBMITTED BY:

Robert Meteau Jr., Director, Human Resources/Risk Management RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:

Kisha McDonald, Human Resources Manager

Fiscal Impact
Discussion:

There is no direct fiscal impact associated with conducting the public hearing required under Government Code section 3205.3. However, addressing recruitment and retention issues may involve future budget and bargaining considerations, which will be presented to the City Council as necessary.

Attachments
AB2561 Legislation
Redlands AB2561 - 2024 Vacancy Report
RPOA Staffing Report
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2024 VACANCY RATE

INFORMATION
JUNE 3, 2025
Presented By: Kisha McDonald, Human Resources Manager
AB2561
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AB2561
• Effective January 1, 2025, AB 2561 mandates that California public agencies present upd
ates on job vacancies, recruitment, and retention efforts during a public hearing before their governing body at least once per fiscal year. • The goal is to enhance transparency regarding staffing issues and to address vacancies a
nd provide a forum for employee organizations and the public to engage in addressing ongoing staffing challenges.
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LOCAL GOVERNMENT

STAFFING CHALLENGES

1. Job Vacancies
Job vacancies in local government are a widespread and significant problem for the public sector affecting occupations across wage levels and educational requirements. Many local government positions remain unfilled due to a limited pool of qualified candidates, increased competition from the private sector, and evolving job expectations.

2. High Vacancy Rates
High job vacancies impact public service delivery and the workers who are forced to handle heavier workloads, with understaffing leading to burnout and increased turnover that further exacerbate staffing challenges.

3. Public Agency Operations
There is a statewide interest in ensuring that public agency operations are appropriately staffed and that high vacancy rates do not undermine public employee labor relations. 3 Redlands Regular Meeting of 06-03-25
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POSITION DATA
As of December 2024, the City of Redlands had a total of 595 budgeted full-time positions.
• 110 full-t ime employees were hired in 2024
• 96 full-t ime employees separated from employment in 2024 4 Redlands Regular Meeting of 06-03-25
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HIGH VACANCY RATE REPORTING
If the number of job vacancies within a single bargaining unit meets or exceeds 20% of the total number of authorized full-time positions, the public agency shall, upon request of the recognized employee organization, include all of the following information during the public hearing:
 Total Number of vacancies
 Number of applicants
 Average time to fill positions
 Opportunities to improve compensation and working conditions 5 Redlands Regular Meeting of 06-03-25
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VACANCY RATES
As of December 2024, all bargaining units had a vacancy rate below 20%. 2024 Bargaining Unit Vacancy Rates
• RADD Redlands Association of Department Directors: 0% • RAME Redlands Association of Management Employees: 5.3% • RAMME Redlands Association of Middle Management Employees: 6.4% • RAFME Redlands Association of Fire Management Employees: 0% • RASME Redlands Association of Safety Management Employees: 0% • RCSEA Redlands Civil Service Employee Association: 12.7% • RPFA Redlands Professional Firefighters Association: 7.4% • RPOA Redlands Police Officers Association: 19.8%
• Teamsters L ocal #1932: 8.6%
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RECRUITMENT STRATEGIES
• Social Media – Leveraged LinkedIn Recruiting, Instagram, and other platforms to promote the city, broaden candidate outreach, and support direct sourcing efforts. • Career Fairs – Attend career fairs to connect with a diverse pool of candidates, promote the City, and identify potential talent for current and future job opportunities. • Reduce Time to Fill – Streamlining hiring process through effective collaboration with department heads on the recruitment timeline.
• Hiring Incentives – Utilizing hiring incentives for hard-to-fill positions and prominently featuring them in job postings to attract candidates.
• Continuous Recruitments – Utilized for hard to fill positions to establish a pool of qualified candidates for current and future vacancies.
• City Benefits – Developed benefits guide to highlight benefit offerings to candidates. 7 Redlands Regular Meeting of 06-03-25
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RETENTION STRATEGIES
• Enhanced Onboarding Strategy – Strengthened the onboarding experience to better integrate new hires and align them with organizational values, and launched an onboarding video showcasing the City, its workforce, culture, mission, and values.
• Training and Development strategy - Launched Management and Leadership Workshops to equip current and emerging leaders with key skills in communication, decision-making, team building, and strategic thinking, fostering organizational success and a culture of continuous growth. • Tuition Reimbursement – Supports employee career development and succession planning. • Wellness Initiatives – Promoted a positive work environment and helped reduce burnout through programs like fitness challenges, mental health resources, and wellness and financial workshops. • Employee Engagement – Strengthened employee engagement by cultivating a culture of connection and involvement through targeted employee engagement initiatives. • Promotional Opportunities – Showcasing promotional and transfer opportunities through internal communication monitors, and city-wide notifications.
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QUESTIONS
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RPD Staffing
Data Collected May 12 th – 16th from local Police A ssociations 98 authorized sworn officer positions of all ranks
75 pos itions a re fille d
23 officer vacancies, (25%) vacancy rate
1 academy trai nee graduates J une 2025
Lateral applications are closed
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Patrol Staffing (Active)
Minimum s ta ffing is 1 Supe rvis or a nd 6 Offic e rs /Corpora ls T eam 1: Sergeant, 2 Corporals, 5 Offi cers
T eam 2: Sergeant, 2 Corporals, 5 Offi cers
T eam 3: Sergeant, 2 Corporals, 5 Offi cers
T eam 4: Sergeant, 1 Corporal, 6 Officers
T eam 5: Sergeant, 2 Corporals, 4 Offi cers ( A t mi ni mum) Redlands Regular Meeting of 06-03-25
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M ultiple E nforcement T eam
Sergeant: I nj ured
Corporal: V acant
Officer: FLMA
Officer: V a ca nt
Officer: V a ca nt
Officer: V a ca nt
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Community Engagement T eam
Sergeant: F i lled
Corporal: Filled
Office r: Fille d
Office r: Fille d
Office r: Fille d
Officer: V a ca nt
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Homeless Outreach
A dditional positions approved by council effective 7/1/2024 Sergeant: V acant
Officer: V a ca nt
Officer: V a ca nt
Officer: V a ca nt
Officer: V a ca nt
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Community Policing
Office r: Fille d (K9)
Officer: V a ca nt
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T raffic
Corporal: Filled
Officer: V a ca nt
Officer: V a ca nt
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Inves tigations
Of f i cer: V acant ( 3 y ear assi gnment)
Offi cer: F i lled ( 1 y ear assi gnment)
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School Resource Officers
CVHS Office r: Fille d
RHS Office r: Fille d
Middle Schools: Filled
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Ongoing Overtime
T raffic enforcement: 2 positions M on- Fri.

Swing Shift: 2 positions Friday and Saturday nights.

Patrol shift coverage.

Custody services, 10 hours on Sunday through July 1 st .

Speci al ev ents.

Grants.

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Agency V acancy Rates
( R edlands Poli ce: 98 Sworn, 23 v acanci es, 25% rate, L ateral appli cati ons are closed) San Bernardino Sheriff: 2,007 Sworn, 127 vacancies, 6% rate, L ateral applications are open.

San Bernardino Police: 319 Sworn, 17 vacancies, 5% rate, L ateral applications are open.

Fontana Police:188 Sworn, 20 vacancies, 10% rate, L ateral applications are open.

Colton Police: 63 Sworn, 8 vacancies, 12% rate, L ateral applications are open.

Ontario Police: 307 Sworn, 0 vacancies, 0% rate, L ateral applications are open.

Beaumont Police: 63 Sworn, 4 vacancies, 6% rate, L ateral applications are open.

Rialto Police: 160 Sworn, no response, L ateral applications are open.

Upland Police: 81 Sworn, 7 vacancies(7 T rainees June 2025), 8%, L ateral applications are open.

Hemet Police: 98 Sworn, 8 v acancies( 8 T rainees J une 2025) , L ateral applications are open.

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Background Failures
High degree of background failure rate either from a failed background or withdraw for various reasons.

Hired since January 2024:
51 entered into backgrounds
5 L ateral Officers, 2 A cademy T rainees ( 1 F ailed) , 1 L ateral f ailed field training.

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What do we need?
Conti nuous L ateral Offi cer recrui tment.

Speed of the enti re process needs to be 90 day s.

Backgrounds done in 30 -45 days.

Retired A nnuitant Background I nvestigators.

Recruitment budget.

More a utonomy by Police De pa rtme nt T ra ining divis ion.

M atch starting wages and time banks when appropriate.

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City Council Meeting L. 3.

DATE: 06/03/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of a Professional Services Agreement with Carl Warren & Company, LLC., for Third-Party Liability Claims Administration for an amount not-to-exceed $663,735 (Human Resources/Risk Management Director Meteau)
MOTION(S):

If the City Council determines that staff’s recommendation is appropriate, the following motion(s) is provided:

I move to approve the Professional Services Agreement with Carl Warren & Company, LLC for Third-Party Liability Claims Administration.

RECOMMENDATION:

Staff recommends that City Council approve the Professional Services Agreement with Carl Warren & Company, LLC, as the City’s Third-Party Administrator for liability claims management services effective July 1, 2025.

DISCUSSION:

In July 2022, the City entered into a professional services agreement with George Hills & Company for Third-Party Administrator (TPA) services at an initial fixed annual fee of $81,000. The contract included a clause to re-evaluate fees in the event of a significant increase in claims volume.

Due to a rise in claims, actual costs for FY 2022/23 reached $108,000, exceeding the original fee. In April 2024, the City amended the agreement to a time-and-expense-based model capped at $95,000 annually, retroactively effective July 1, 2023. This model, while more flexible, led to additional unbudgeted costs when the $95,000 cap was exceeded by $48,000 in FY 2023/24. To manage cost control, the City reinstated a flat-fee structure with George Hills on March 1, 2025, for the balance of FY 2024/25.

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George Hills on March 1, 2025, for the balance of FY 2024/25.

To secure long-term cost efficiency and improve service reliability, the City issued a Request for Proposals (RFP) in early 2025 for TPA services. Five proposals were received in response to the RFP. Proposals were evaluated based on qualifications, pricing, service structure, and references.

Carl Warren & Company, LLC was selected based on:

Proven record of managing municipal liability claims
Competitive flat-fee pricing structure
Ability to scale services to claims volume
Strong customer service and reporting tools
The initial term of the agreement is three years with the option to extend two additional one-year terms. The transition to Carl Warren & Company, LLC will be effective July 1, 2025, aligning with the new fiscal year.

ALTERNATIVES:

Remain with and enter into negotiations with our current provider, George Hills & Company.

STRATEGIC PLAN:

None
SUBMITTED BY:

Robert J. Meteau Jr., Human Resources/Risk Management Director RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:

Marla Martinez, Human Resources Manager
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Fiscal Impact
Fiscal Year: 2025-26
Revenue Generating: N
Appropriation Required Y/N: N
Amount: 663,735
Budgeted Y/N: N
Account No.: 602140-6710
Discussion:

Fiscal year 2025/26 is currently budgeted for $115,000. This agreement would require an increase of $21,744, included in the existing budget, for a total of $136,744.

The amounts listed for each following fiscal year are as follows and these funds will be incorporated in future budget requests for City Council consideration:
2026/27 One hundred twenty-five thousand five hundred fifty dollars ($125,550) 2027/28 One hundred twenty-nine thousand four hundred eighty-nine dollars ($129,489)
2028/29 One hundred thirty-three thousand eight hundred sixty-six dollars ($133,866)
2029/30 One hundred thirty-eight thousand eighty-six dollars ($138,086)

Attachments
Carl Warren Agreement 2025
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AGREEMENT TO PERFORM PROFESSIONAL SERVICES

This agreement for the provision of claims adjusting and administration services (“Agreement”) is made and entered in this 3rd day of June, 2025 (“Effective Date”), by and between the City of Redlands, a municipal corporation (“City”) and Carl Warren & Company , LLC, a California limited liability company . (“Consultant”). City and Consultant are sometimes individually referred to herein as a “Party” and, together, as the “Parties.” In consideration of the mutual promises contained herein, City and Consultant agree as follows:

ARTICLE 1 – ENGAGEMENT OF CONSULTANT

1.1 City hereby engages Consultant to provide claims adjusting and administration services for City (the “Services”).

1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practici ng professional consultants in the industry providing like and similar types of Services.

ARTICLE 2 – SERVICES OF CONSULTANT

2.1 The Services that Consultant shall perform are more particularly described in Exhibit “A,” titled “Scope of Services,” which is attached hereto and incorporated herein by reference.

2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, any applicable State prevailing wage laws.

ARTICLE 3 – RESPONSIBILITIES OF CITY

3.1 City designates Robert J. Meteau, Human Resources/Risk Management Director, as the City’s representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret, and define City’s policies and decisions with respect to performance of the Services.

ARTICLE 4 – PERFORMANCE OF SERVICES

4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit “A,” titled “Scope of Services,” which is attached hereto and incorporated herein by reference.

4.2 The term of this Agreement shall be for a period of three (3) years beginning July 1, 2025 (the “Initial Term”). The City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an “Extended Term”), on the same terms and conditions, by providing written notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term.

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4.3 If Consultant’s Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with City Council adopted policy for the same. It shall be the obligation of Cons ultant to obtain a copy of such policy from City staff.

ARTICLE 5 – PAYMENTS TO CONSULTANT

5.1 The total annual compensation for Consultant’s performance of the Services is specified in Exhibit B, “Fee Schedule,” which is fully incorporated herein. Fees and expenses to be paid to the Consultant during the Initial Term commencing on the Effective Date, shall not exceed the amounts below per fiscal year:
• 2025/26 One Hundred Thirty-Six Thousand Seven Hundred Forty-Four Dollars ($136,744)
• 2026/27 One Hundred Twenty-Five Thousand Five Hundred Fifty Dollars ($125,550) • 2027/28 One Hundred Twenty-Nine Thousand Four Hundred Eighty-Nine Dollars ($129,489)

If the Agreement is extended for two additional one year renewal options, the Fees and expenses paid to Consultant shall not exceed the amounts below per fiscal year:

• 2028/29 One Hundred Thirty-Three Thousand Eight Hundred Sixty-Six Dollars ($133,866)
• 2029/30 One Hundred Thirty-Eight Thousand Eighty-Six Dollars ($138,086).

The Agreement total amount shall not exceed Six Hundred Sixty-Three Thousand Seven hundred Thirty-Five Dollars ($663,735). City shall pay Consultant based on fixed and reimbursable costs and expenses, up to the not-to-exceed amount in accordance with Exhibit “B” titled “Fee Schedule” which is attached hereto and incorporated herein by reference.

5.2 Consultant shall submit monthly invoices to City for Services performed during the preceding month. Consultant’s invoices shall include a brief description of services performed outside the fixed monthly fee, i.e. field work and ancillary services, , the dates performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant’s invoice.

5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by fir st class, certified, registered or Redlands Regular Meeting of 06-03-25
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express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section:

CITY: CONSULTANT:

City Clerk Angelique King, President
City of Redlands Carl Warren & Company, LLC
35 Cajon Street P.O. Box 2411
P.O. Box 3005 (mailing) Tustin, CA 92781
Redlands, CA 92373 [email protected]
[email protected] Phone: (916) 477-4211
Phone: (909) 798-7531 Fax: (866) 254-4423

ARTICLE 6 – INSURANCE AND INDEMNIFICATION

Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City.

A. Workers’ Compensation and Employer’s Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers’ compensation laws of the State of California. Consultant shall execute and provide City with Exhibit “C,” titled “Workers’ Compensation Insurance Certification,” which is attached hereto and incorporated herein by this reference, prior to performance of the Services.

B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of Two Million Dollars ($ 2,000,000) per occurrence and Four Million Dollars ($ 4,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured, and such insurance shall be primary and non -contributing to any insurance or self -insurance maintained by City.

C. Commercial Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used in connection with Consultant’s provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles. City shall be named as an additional insured, and such insurance shall be primary and non -contributing to any insurance or self - insurance maintained by City.

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D. Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City. In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add suc h assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor.

6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys’ fees, arising from injury or death to persons or damage to property occ asioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services.

ARTICLE 7 – CONFLICTS OF INTEREST

7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant’s Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement.

7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant:

A. Does not make a governmental decision whether to:

(i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof.

B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City’s Conflict of Interest Code under Government Code section 87302.

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7.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk’s office pursuant to the written ins tructions provided by the City Clerk.

ARTICLE 8 – GENERAL CONSIDERATIONS

8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys’ fees, including fe es for the use of in - house counsel by a Party.

8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, result in City’s immediate termination of this Agreement.

8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any its agents shall have control over the conduct of Consultant or Consultant’s employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation.

8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City’s intent to terminate. If this Agreement is terminated by City, an adjustment to Consultant’s compensatio n shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy a nd electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination.

8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant Redlands Regular Meeting of 06-03-25
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pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant.

8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant.

8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California.

8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement.

IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement.

CITY OF REDLANDS CARL WARREN & COMPANY, LLC

By: ___________________________ By: ________________________________ Mario Saucedo, Mayor Angelique King, President

ATTEST:

___________________________
Jeanne Donaldson, City Clerk

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EXHIBIT "A"

SCOPE OF SERVICES

This Exhibit A is intended to provide the scope of services and specific service expectations in this Agreement, that would not otherwise require revision during the Agreement period, and which may differ from or elaborate upon our Client Service Profile. Services to be provided by Consultant on behalf of City may include all or some of the following,

I. SERVICES INCLUDED IN THE AGREEMENT
A. Claims Administration:

Consultant shall provide administrative services that include, but are not limited to:

1. Administering the City's self-insurance retention program and shall act as the City's representative in connection with the investigation, adjustment, processing, supervision and resolution of general liability, motor vehicle liability, property damage and potential money damage claims asserted by third parties against City, or against parties for whom City is alleged to be legally responsible, which are premised upon allegations of willful, intentional, negligent or careless acts and/or omissions;

2. Perform liability claims adjusting services;

3. Inform City staff of any changes to current laws that could have an impact on the City's liability claims program;

4. Advise City staff of any claim trends that may have an impact on the City's claim program; provide data and analytics regarding the City's program to the Risk Manager and/or Claims Specialist on a monthly basis; provide ad hoc reports as requested by the City;

5. Attend meetings and file reviews and provide updates on the City's open liability cases;

6. Provide statistical reports on a monthly basis that depict the claims opened or closed per month, payments that have been issued and current reserves on all open claims; and other reports as needed;

7. Respond to any inquiries the City's excess carrier may have in regards to any particular claim as well as providing the excess carrier with any reports requested;

8. Identify all subrogation claims and initiate a written report to the City on potential success of subrogation; identify all costs including attorney fees involved in specific subrogation eligible files; provide recommendations based upon cost-benefit analysis of potential subrogation files.

B. Claims Handling
All new claims received by the City will be mailed/faxed/scanned/uploaded to the Redlands Regular Meeting of 06-03-25
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Claims Administrator. Upon receipt, the Claims Administrator shall:

1. Set up a claim file within 24 hours of receipt of the claim;

2. Send an acknowledgment letter on all new files opened;

3. Assign an initial case reserve;

4. Review the claim to verify the claim complies with the reporting requirements as set forth in the California Government Code;

5. With prior approval of the City on a per claim basis, promptly issue the appropriate letters and notices to the Claimant advising of any deficiencies; claim rejections; claim denials; or any other pertinent correspondence as required under the California Government Code;

6. If claim is to be accepted, gather damages documentation and with prior written approval on a per-claim basis from the City, negotiate a reasonable settlement for final presentation to the City for approval or ratification (all settlement discussions with claimant must be made using the following guideline: subject to City and/or City Council approval);

7. Claims Administrator shall prepare a settlement request and forward that request to the Human Resources Manager or HR/Risk Management Analyst for approval;

8. All settlements are subject to City approval and the Claims Administrator has no settlement authority;

9. Obtain settlement agreements and releases upon settlement of claims or potential claims not in litigation;

10. Report claims to City's excess carrier as appropriate and directed; and in compliance with excess insurance policy requirements; provide ongoing reporting for all excess cases as may be requested or required by the excess insurance carrier;

11. Obtain reimbursement from excess carrier should expenditures exceed self-insured retention; monitor and manage all excess reporting and reimbursement from the excess carrier; all reimbursements shall be reconciled by the Third Party Administrator and any and all reductions or short pays shall be immediately flagged and identified for specific discussion and reporting to the City; all reimbursements paid in full and received by the Third Party Administrator must be immediately provided to the City for deposit into the City's bank account. Provide monthly reports on reimbursement or excess carrier recoveries; and monitor excess carrier request for reimbursement every 30 days;

12. In addition to the above, it is the City's intent that the Claims Administrator shall act as the City's Reporting Agent in compliance with the Medicare Secondary payer requirements under the CMS Section 111 Mandatory Reporting Program.

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C. Investigative Services:

Consultant shall provide administrative services that include, but are not limited to:

1. Receipt and examination of all reports of accidents, incidents, or claims that are or may be the subject of claims.

2. Conduct investigation on behalf of the City's Attorney’s Office and Risk Management which shall include contact with the claimant or attorney for additional claim details, requests for information regarding the claim from the City and field work, if approp riate, which will include photographs, measurements of defects etc.; for all field work, prior approval of the City on a per -claim basis is required.

3. Investigate accidents, incidents, or claims where the examination warrants such investigation to include on -site investigation, photographs, interviewing of witnesses, determination of losses and other such investigative services necessary to determine any City losses, but not to include extraordinary investigative services outside the expertise of the Consultant.

4. After investigation is complete, determine whether to recommend the City accept or reject the claim.

5. If rejection is appropriate, promptly issue rejection notice to claimant or claimant’s attorney or representative, which will include an explanation of why the claim was rejected; and may include any and all other notices required under the California Government Code.

6. Maintain service on a 24-hour, 7 days per week basis, to receive telephone reports of any incident or accident which may be the subject of a liability claim and provide immediate investigative services to the extent necessary to provide a complete investigation.

7. Undertake items of investigation requiring special handling for City at the direction of the City Attorney or authorized representative.

D. Adjustment Services:

Consultant will provide complete adjustment services on each accident or incident which is or may be the subject of a claim. Such services shall include:

1. Maintain a claim file on each potential or actual claim reported.

2. Process any such claim or potential claim for settlement in accordance with instructions and policies of City for settlement of such claims.

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City's self-insurance retention.

4. Act as liaison between the excess/insurance carriers and the City on matters affecting the adjustment of such claims.

5. Maintain records on any such claim and notify City when City is entitled to reimbursements for loss in excess of retention.

6. Litigation management at direction of City Attorney.

E. Administrative Services:

Consultant shall provide administrative services that include, but are not limited to:

1. Assist in training at the request of the City.

2. Assist City in preparing accident kits for City vehicles.

3. Assign a principal account adjuster satisfactory to City to provide liaison between City and Consultant.

4. Provide tabulated monthly statistical reports and status reports of all reported claims.

Monthly reports shall indicate the status of each reported open claim, the outstanding reserves for each claim and details of all claim payments during the month. The status report shall be delivered to the City Attorney and Human Resources Manager within five days of the close of each calendar month.

5. Periodically review and adjust reserves on all open claims.

6. Assist City Attorney in selection of special counsel, if requested.

7. Investigate and handle through conclusion telephone adjusted claims.

8. Prepare an Internal Revenue Service Form Number 1099 for service providers as required by the Internal Revenue Code.

9. Provide loss information for the City’s annual excess liability application.

F. Legal Support Services:

Consultant will provide the following legal support services on each claim in which a third-party claimant has commenced or threatened to commence litigation:

1. Upon notification by the City Attorney that litigation has been filed on an open claim, provide special counsel with all information and files concerning the claim.

2. Cooperate with and assist any attorney assigned to litigation of open claims and provide such investigative services as directed during pre-trial and trial stages.

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4. Assist in answering any interrogations or requests for admissions filed by third parties.

5. At the request of the City Attorney, attend mandatory settlement conferences on behalf of City.

6. At the request of the Human Resources Manager or designee, file small claim actions and appear on behalf of City in small claim actions filed against or on behalf of the City on open claims handled by Consultant.

7. Regularly and reasonably discuss and review investigation issues, discovery, and case strategy with special counsel.

8. Review case evaluations, correspondence and status reports forwarded to Consultant by special counsel.

9. Cooperate with special counsel as a team with an open communication approach on each case to obtain the most economical and best result for the City.

G. Third Party Subrogation Services

Consultant personnel are well-versed in the identification, handling, and pursuit of subrogation claims arising out of Claims which are the subject of this Agreement. Included within this Agreement, Consultant will perform the following functions:

1. Identify potential opportunities to recover from persons, businesses, and entities other than the City.

2. Prepare and file a claim with each identified entity.

3. As applicable, tender defense to or seek recovery from any identified entity.

4. With the assistance of counsel, prepare and file any necessary litigation required to effect the claim of recovery on behalf of the City

5. Manage litigation related to such claims made to other person, businesses or entities

H. First Party Subrogation Services
Consultant is a claim administration firm experienced in the handling of first-party subrogation claims and is ready and capable of performing such services on behalf of the City. Our services are unique to a first -party loss of the City caused by the intentional or negligent act of a third party. Such losses generally are for the recovery of damages, and may include:

1. Labor costs, fully loaded and including benefit costs, for City or other personnel responding to or in any manner providing services;

2. Services or materials provided by outside vendors or contractors;

3. Internal or external vehicle or equipment use and/or rental;

4. Materials and/or goods utilized for the repair/replacement of damaged property; and/or

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5. Additional fees that may be specific to the individual entity that are provided for within municipal code, ordinances or other governing documents.

I. File Reviews

It is anticipated that regularly scheduled file reviews will take place throughout the year.

These file reviews are intended to evaluate open claims which shall include the litigated claims and to determine whether the reserves and current strategies for the handling of the files are appropriate. These reviews can also assist in identifying current claim trends, case law changes and ways to improve the claims administration and communication process.

The Claims Administrator shall be prepared to attend thes e meetings as requested by the City whether on a regular scheduled basis or ad hoc scheduling.

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EXHIBIT "B"

FEE SCHEDULE

The following compensation, fees and expenses, shall be paid in consideration for the services provided by Consultant as described in this Agreement and which shall not exceed those amounts set forth in Article 5 (“Payments to Consultant”).

The compensation paid to Consultant for “Claims Administration Services” shall be as follows:

1) Fees for Claims Administration Services

City agrees to pay a fixed fee of $123,744 per year for the first year of its engagement with Consultant.

The compensation paid to Consultant for “Reimbursable Costs and Expenses” shall be as follows:

1) Reimbursable Costs and Expenses

a. Field Work Services
• Scene Investigations: $95.00 per hour
• Surveillance, appraisals – At cost
b. Ancillary Services
• MMSEA- per submission: $5.00
• Index/OFAC per submission - $20.00
• Misc/loss expenses (medical reports, appraisals) – At cost c. Risk Management Information System Services,
• Custom Reports, data fees - $250 per hour.

The fees and expenses/costs will be billed together monthly in Consultant’s standard invoice format.

Additionally, if the City elects any optional services identified in this section, such as First Party Subrogation Services or any of the identified Optional Services, such agreed upon additional amounts will also be billed together monthly where applicable.

1) First Party Subrogation Services and Fees

Consultant is a claim administration firm experienced in the handling of first party subrogation claims and is ready and capable of performing such services on behalf of City. City will pay a Subrogation Fee in the amount of 21% of the net recovery obtained.

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EXHIBIT “C”
WORKERS’ COMPENSATION INSURANCE CERTIFICATION

Every employer, except the State, shall secure the payment of compensation in one or more of the following ways:

(a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees.

CHECK ONE

_____I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply wit h such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861).

_____I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers’ compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers’ compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers’ compensation insurance.

I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct.

Carl Warren & Company, LLC

By:___________________________ Date: ___________________ Angelique King, President

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City Council Meeting L. 4.

DATE: 06/03/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of the Fire Department’s continued participation in the CONFIRE Joint Powers Authority for Fiscal Year 2025–2026 and authorization to pay the associated annual service fee in an amount not to exceed $922,557 (Fire Chief Sessler)
MOTION(S):

If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:

I move to approve the continued participation of the Fire Department in the CONFIRE Joint Powers Authority and authorize payment of the associated annual service fee in an amount not to exceed $922,557.

RECOMMENDATION:

Staff recommends that the City Council approve the continued participation of the Redlands Fire Department in the CONFIRE Joint Powers Authority and authorize payment of the annual service fee in an amount not to exceed $922,557 for Fiscal Year 2025–2026. Continued membership in CONFIRE ensures the City’s access to regional fire and emergency medical dispatch services, public safety communications infrastructure, and shared technology resources that support efficient and effective emergency response.

DISCUSSION:

In 1990, the City of Redlands joined with the cities of Colton, Loma Linda, Rialto, and the County of San Bernardino to form the Consolidated Fire Agencies of the East Valley, known as CONFIRE. This regional partnership was established through a Joint Powers Agreement (JPA), pursuant to Title 1, Division 7, Chapter 5 of the California Government Code, which authorizes public agencies to jointly exercise powers they hold in common.

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The founding agencies recognized the need for a coordinated regional approach to fire protection and public safety communications. They determined that the centralized use of public safety radio channels and a shared computer-aided dispatch system would more effectively and efficiently serve their communities.

By combining resources, the participating agencies benefit from improved interoperability, cost savings, and enhanced service delivery.

Through this cooperative effort, CONFIRE provides centralized dispatching for fire and emergency medical services, serves as a secondary public safety answering point for 9-1-1 calls, and supports information technology services for member agencies. The governance and operational practices of CONFIRE are directed collectively by the member agencies to ensure mutual benefit and accountability.

The City of Redlands’ continued participation in CONFIRE for Fiscal Year 2025–2026 supports the City’s commitment to regional collaboration and high-quality public safety services. Although the CONFIRE Joint Powers Authority (JPA) agreement remains in effect unless the City of Redlands chooses to withdraw, staff requires approval to pay the associated fees. The annual service fee for Fiscal Year 2025–2026 is $922,557.

ALTERNATIVES:

The City Council may choose not to authorize the continued participation of the Redlands Fire Department in the CONFIRE Joint Powers Authority and may provide alternative direction to staff.

STRATEGIC PLAN:

Priority B - Public Health and Safety
SUBMITTED BY:

Rich Sessler, Fire Chief
RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:

Bruni Reyes, Management Analyst
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Fiscal Impact
Fiscal Year: FY 2025-26
Discussion:

The Confire JPA total annual fee for Fiscal Year 2025-2026 is $922,557.

Funding has been budgeted in the FY 2025-2026 Fire Department Budget to cover this cost.

Attachments
ConFire Joint Agreement
CONFIRE Revenue by Agency
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CONFIRE 2025-26 Revenue By Agency
Jurisdiction 2024 # of Incidents
% of Call
Volume
Fund 5008 2024-25
Costs
Fund 5008 2025-26
Cost Change
Fund 5009 2024-25
Costs
Fund 5009 2025-26
Cost Change
Total 2024-25
Costs (All Funds)
Total 2025-26
Cost Change % Change
2025-26 Total from
Agency
AppleValley 13,138 5.16% 722,317$ 88,215$ 24,552$ 679$ 746,869$ 88,894$ 11.9% 835,763$ Big Bear Fire 3,408 1.34% 245,953$ 22,883$ 8,071$ 679$ 254,024$ 23,562$ 9.3% 277,586$ ChinoValleyFD 14,079 5.52% 806,000$ 94,534$ 26,218$ 680$ 832,218$ 95,214$ 11.4% 927,432$ Colton 7,900 3.10% 524,276$ 53,045$ 51,324$ 10,659$ 575,600$ 63,704$ 11.1% 639,304$ Loma Linda 4,506 1.77% 328,796$ 30,256$ 22,415$ 351,211$ 30,256$ 8.6% 381,467$ MontclairFD 4,991 1.96% 277,780$ 33,512$ 9,479$ 340$ 287,259$ 33,852$ 11.8% 321,111$ RanchoCucamonga 18,781 7.37% 1,056,185$ 126,105$ 35,682$ 1,091,867$ 126,105$ 11.5% 1,217,972$ Redlands 11,706 4.59% 788,868$ 78,600$ 55,089$ 843,957$ 78,600$ 9.3% 922,557$ Rialto 12,138 4.76% 818,659$ 81,501$ 58,820$ 877,479$ 81,501$ 9.3% 958,980$ Running Springs 514 0.20% 53,377$ 3,451$ 1,531$ 54,908$ 3,451$ 6.3% 58,359$ San Bernardino County 135,922 53.34% 7,007,978$ 912,651$ 252,667$ 7,260,645$ 912,651$ 12.6% 8,173,296$ San Manuel FD 2,344 0.92% 146,182$ 15,739$ 4,418$ 150,600$ 15,739$ 10.5% 166,339$ VictorvilleFD 24,359 9.56% 1,306,483$ 163,559$ 45,808$ 680$ 1,352,291$ 164,239$ 12.1% 1,516,530$ -$ Baker Ambulance 753 0.30% 36,799$ 5,056$ 1,439$ 38,238$ 5,056$ 13.2% 43,294$ Road Department 296 0.12% 14,562$ 1,987$ 569$ 15,131$ 1,987$ 13.1% 17,118$ Total 254,835 100.00% 14,134,215$ 1,711,095$ 598,082$ 14,732,297$ 1,711,095$ 16,443,392$ BDC Division # of Incidents % of total 912,651$
Adelanto 5,351 3.94% 35,929$ CrestForest 2,154 1.58% 14,463$ East Valley 46,713 34.37% 313,653$ Fontana 21,926 16.13% 147,222$ Hesperia 13,582 9.99% 91,196$
Mountain 2,763 2.03% 18,552$ Needles 1,222 0.90% 8,205$
North Desert 12,348 9.08% 82,910$ South Desert 11,280 8.30% 75,739$ Valley 18,584 13.67% 124,782$
135,923 100.00% 912,651$
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City Council Meeting L. 5.

DATE: 06/03/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Consideraton of a five-year Professional Services Agreement with ICS Intelesys, Inc. for Cloud VoIP Services Migration in an amount not-to-exceed $74,601 and a five-year Master Service Agreement with RingCentral, Inc. for corresponding phone hardware, software, and VoIP as a service in an amount not-to-exceed
$485,548 (Management Services/Finance Director Garcia)
MOTION(S):

If the City Council determines that staff’s recommendation is appropriate, the following motions are provided:

I move that the City Council approve the Professional Services Agreement with ICS Intelesys, Inc. for Cloud VoIP Migration Services for five years in the amount not-to-exceed $74,061; and

1. I further move that the City Council approve the Master Service Agreement with Ring Central, Inc. for corresponding phone hardware, software, and VoIP as a service, in an amount not-to-exceed $485,548.

2. RECOMMENDATION:

Staff recommends that the City Council approves the Professional Services Agreement with ICS Intelesys, Inc. for Cloud VoIP Migration Services for five years in the amount not-to-exceed $74,061. Staff further recommends that the City Council approve the agreement with Ring Central, Inc. for phone hardware, software, and VoIP as a service for five years in the amount not-to-exceed $485,548.

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DISCUSSION:

The City currently uses the Mitel phone system for its communications infrastructure. However, Mitel has announced that it will no longer support or provide updates for this system beyond its designated end-of-support (EOS) date, which is December 31, 2025. As such, staff released a Request for Proposal (RFP) in search of a replacement phone system that would fit the requirements of the City as well as offer new enhancements to communication and collaboration.

The City received fifteen responses to the RFP. A committee within the Division of Innovation & Technology (DoIT) reviewed and ranked the proposals and selected the top three vendors. These three vendors were then scheduled to hold an on-site demo for a new committee which was formed from departments citywide, including the Police Department, Facilities and Community Services, Development Services, and the Utility Billing Customer Service Call Center. ICS Intelesys, Inc. was selected as the highest-ranked vendor and is proposing a RingCentral solution that was demonstrated live for staff.

The process of migrating away from our current Mitel phone system will require purchasing services from two parties.

ICS Intelesys, Inc. will provide professional services including discovery, planning, programming and post go-live support.

RingCentral will provide both the phone hardware, the software, and the dial tone required to make the solution work.

ICS Intelesys, Inc. has been a provider of telephone system solutions to educational and government agencies in Southern California for the last 30 years, and has extensive knowledge and experience necessary to address the needs of public sector communications system. City staff has negotiated a reasonable fee for ICS Intelesys, Inc.'s implementation services and is recommending that the Council approve an agreement with ICS Intelesys, Inc. for five (5) years for an amount not-to-exceed $74,601. This amount includes design, programming, training, and onsite development in the first year, and support costs for the following four years.

Additionally, RingCentral, Inc. is a leading provider of cloud-based unified communication solutions. Some of the benefits of transitioning to RingCentral include:

Cloud-based Flexibility:

RingCentral operates entirely in the cloud, providing increased flexibility for the City’s workforce.

Cost Savings:

The current service provider, which provides dial tone to our current Redlands Regular Meeting of 06-03-25
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phone system, has continually increased costs for our PRI circuits.

These circuits run on old copper telephone lines which are being phased out.

Improved Collaboration:

RingCentral provides an all-in-one platform for voice, video, messaging, and file sharing. This enhances internal communication and collaboration across departments.

ALTERNATIVES:

City Council may choose to reject, modify, or table the proposed agreements and the City will continue to use the existing phone system until end of support, or issue another request for proposal to search for additional alternative solutions.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:

Valerie Abrego, Management Analyst
Fiscal Impact
Fiscal Year: 2025
Revenue Generating: No
Appropriation Required Y/N: No
Amount: $157,683
Budgeted Y/N: Y
Account No.: 604900
Discussion:

Funding for this project has been included in the Management Services' Budget for fiscal years 2025 and 2026.

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Fiscal Year: 2026
Revenue Generating: No
Appropriation Required Y/N: No
Amount: $83,953
Budgeted Y/N: Y
Account No.: 604900
Discussion:

Funding for this project has been included in the Management Services' Budget for fiscal years 2025 and 2026.

Fiscal Year: 2027-2029
Revenue Generating: No
Appropriation Required Y/N: No
Amount: $318,514
Budgeted Y/N: No
Account No.: 604900
Discussion:

Years 3 through 5 of this service will be covered in future budget requests.

Attachments
Intelesys One VoIP Migration Professional Services Agreement Ring Central Master Services Agreement & Initial Order Form Redlands Regular Meeting of 06-03-25
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AGREEMENT TO PERFORM PROFESSIONAL SERVICES

This agreement for the provision of Cloud VoIP Services Migration (“Agreement”) is made and entered in this 3rd day of June, 2025 (“Effective Date”), by and between the City of Redlands, a municipal corporation (“City”) and ICS Intelesys, Inc., a California corporation. (“Consultant”).

City and Consultant are sometimes individually referred to herein as a “Party” and, together, as the “Parties.” In consideration of the mutual promises contained herein, City and Consultant agree as follows:

ARTICLE 1 – ENGAGEMENT OF CONSULTANT

1.1 City hereby engages Consultant to provide Cloud VoIP Services Migration services for City (the “Services”).

ARTICLE 2 – SERVICES OF CONSULTANT

2.1 The Services that Consultant shall perform are more particularly described in Exhibit “A,” titled “Scope of Servi ces,” which is attached hereto and incorporated herein by this reference.

2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this A greement including, but not limited to , any applicable State prevailing wage laws.

ARTICLE 3 – RESPONSIBILITIES OF CITY

3.1 City designates Danielle Garcia, Management Services Director, as City’s representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to performance of the Services.

ARTICLE 4 – PERFORMANCE OF SERVICES

4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit “B,” titled “Project Schedule,” which is attached hereto and incorporated herein by reference.

4.2 The term of this Agreement shall be for a period of five (5) years from the Effective Date of this Agreement, unless terminated earlier as provided herein.

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4.3 If Consultant’s Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to Cit y, consistent with City Council-adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City staff.

ARTICLE 5 – PAYMENTS TO CONSULTANT

5.1 Compensation: The compensation for Consultant’s performance of the Services shall not exceed the amount of Seventy-Four Thousand Sixty -One Dollars ($74,061.00) for the Services provided during the Term of five years . For the five-year term, City shall pay Consultant for both materials and professional services on a not-to-exceed amount in accordance with the rates specified in Exhibit “ C,” titled “ Solution Platform Pricing ”, which is attached hereto and incorporated herein by this reference.

5.2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant’s invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant’s invoice.

5.3 Any n otice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF) , if confirmed with a copy sent contemporaneously by fir st class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section:

CITY: CONSULTANT:

City Clerk Aaron Betts, President
City of Redlands ICS Intelesys, Inc.
35 Cajon Street 3155 B Sedona Court
P.O. Box 3005 (mailing) Ontario, CA 91764
Redlands, CA 92373 [email protected]
[email protected] Phone: (909)802-7338
Phone: (909) 798-7531

ARTICLE 6 – INSURANCE AND INDEMNIFICATION

6.1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform Redlands Regular Meeting of 06-03-25
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Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies s hall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City.

A. Workers’ Compensation and Employer’s Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers’ compensation laws of the State of California. Consultant shall execute and provide City with Exhibit “ D,” titled “Workers’ Compensation Insurance Certification,” which is attached hereto and incorporated herein by this reference, prior to performance of the Services.

B. Comprehensive General L iability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate , for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City.

C. Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.

D. Business Auto L iability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used in connection with Consultant’s provision of the Services, hired and non-owned vehicles, and employee non -ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non -contributing to any insurance or self - insurance maintained by City.

E. Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City. In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add su ch assignee or subcontractor as an additional insured to the insurance policies req uired hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor.

6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses or liability, including attorneys’ fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services.

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7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant:

A. Does not make a governmental decision whether to:

B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position s pecified in City’s Conflict of Interest Code under Government Code section 87302.

7.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, State ment of Economic Interests , with the City Clerk’s office pursuant to the written instructions provided by the City Clerk.

ARTICLE 8 – GENERAL CONSIDERATIONS

8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in s trict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, result in City’s immediate termination of this Agreement.

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8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any its agents shall have control over the conduct of Consultant or Consultant’s employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deem ed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation.

8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City’s intent to terminate. If this Agreement is terminated by City, an adjustment to Consultant’s compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed S ervices, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination.

8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant.

8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein , an y amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant.

8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California.

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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement.

CITY OF REDLANDS ICS Intelesys, Inc.

By: ___________________________ By: _________________________ Mario Saucedo, Mayor Aaron Betts, President

ATTEST:

___________________________
Jeanne Donaldson, City Clerk

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7 I:\cmo\Agreements\ICS Intelesys, Inc. Agreement FY25-0070.docx-ms EXHIBIT "A"

SCOPE OF SERVICES

Through many municipal implementations, Consultant has developed a 6 Phase White Glove Implementation Process that will be directed by Consultant’s’ Project Team consisting of a Project Manager, Account Manager, and Senior Engineer.

Phase 1: Discovery

During this phase - Consultant will focus on “as built” information as a starting point and identify areas needing change such as network assessment data, routing, and third-party product integration. This will be an efficient process with little strain on the department's internal resources. Consultant will explore 3rd party items, such as elevators, door boxes, and panic buttons that need to be incorporated into the system. Consultant will gather all current City phone numbers to ensure all numbers move to the new solution.

Phase 2: Design

In this phase, Consultant will utilize all information gathered to create the design for City.

Consultant will tailor the system to ensure that it provides the best experience for external callers and internal staff alike. Consultant will design the system to be intuitive so that users are quick to adopt features.

• Consultant will take a 2-focus approach to design:
• What is required now to meet the City’s needs?
• What is the City’s future direction ?

• Consultant understands the need of an intentional design for municipal entities. From design points such as call flow and numbering plans to programmed button positions on all phones- all details will be addressed to City staff’s needs.

• Prior to initiating any programming, Consultant’s project team will review the design with City’s IT staff for their approval.

• The Ring Central solution is capable of scaling beyond its current need and will therefore be capable of growing and adapting with the City. Consultant will implement best practices early in the design phase that will allow the system to accommodate future growth.

• As phone use changes, both the Ring Central architecture and Consultant’s proactive design requires minimal effort to add, change, or remove resources as needed. This allows tight alignment with City’s needs at any given time, allowing City to control costs and resource allocation.

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8 I:\cmo\Agreements\ICS Intelesys, Inc. Agreement FY25-0070.docx-ms Phase 3: Programming

Consultant and Ring Central will work together to program from end-to-end to ensure City will have full control of system functions with the following assurances:

• City’s new system is tested and benchmarked before “go-live.”

• Consultant’s in-house voice talent will record all custom prompts and auto-attendant menus to convey professionalism to callers.

• Consultant will perform exhaustive testing prior to conversion, including call testing, integration testing, 911 testing, and more.

Phase 4: Conversion

This phase is the most visible to City staff. Consultant understands that disruption to staff is unacceptable, and will schedule all installation to occur outside the business day.

• Consultant’s Client Education Team will work with City’s team to design the optimum plan for training each person who will be using the existing phones on the new system.

o End-User Training Sessions: Consultant’s trainers will meet with City staff in convenient groups, small or large, at every site to introduce how to use the specific features.

o Ongoing Resources: Consultant will provide videos and documentation that can be made accessible on City’s network for users to reference as needed.

o Consultant’s engineers will confirm that all calling capabilities and quality meet City’s strict standards. Inbound and outbound calling will be tested, along with other areas, before the system is certified "live."

o Consultant will have a dedicated team onsite during and after City’s numbers are ported to the Ring Central solution to ensure a seamless transition.

o Consultant’s project team will work side-by-side with City staff for any questions and hands-on support for the initial start and first use of the newly implemented system.

o Consultant will work 1-on-1 with executives and key individuals of City to ensure their comfort with the functions they need to be effective.

o During the conversion, Consultant will maintain a list of any modifications that are requested so that the project team can work with City to prioritize how they are addressed.

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9 I:\cmo\Agreements\ICS Intelesys, Inc. Agreement FY25-0070.docx-ms Phase 5: Wrap-Up

• Comprehensive Administrator Training: City’s system administrators will receive customized training led by a certified Ring Central engineer.

• Any outstanding items on the list we've created are addressed in full.

• Consultant’s project team will have a Post-Install Meeting with City to review the success of the implementation.

Phase 6: Transition to Support

As a municipal entity, City will continue to receive a high level of service long after the deployment is complete.

• Consultant’s Service Manager will personally meet with City’s team to formally transition the system to support.

• Consultant will conduct a meeting with their Service Team to familiarize them with City’s account and how Consultant has designed the Ring Central system. The Service Team will strive to understand the City’s operations to provide customized service and support.

• As security updates and new features are released by Ring Central, City staff will receive those updates outside of normal business hours to minimize productivity impact.

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10 I:\cmo\Agreements\ICS Intelesys, Inc. Agreement FY25-0070.docx-ms EXHIBIT "B"

PROJECT SCHEDULE

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11 I:\cmo\Agreements\ICS Intelesys, Inc. Agreement FY25-0070.docx-ms EXHIBIT "C"

SOLUTION PLATFORM PRICING

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12 I:\cmo\Agreements\ICS Intelesys, Inc. Agreement FY25-0070.docx-ms EXHIBIT "D"
WORKERS’ COMPENSATION INSURANCE CERTIFICATION

Every employer, except the State, shall secure the payment of compensation in one or more of the following ways:

(a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer , or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees.

CHECK ONE

_____I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with suc h provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861).

I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct.

ICS Intelesys, Inc.

By: Date: ___________________
Aaron Betts, President

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Initital Order Form Page 1 of 3

INITIAL ORDER FORM

This Initial Order Form is a binding agreement between RingCentral, Inc. (“RingCentral”) and City of Redlands (“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 the separate written agreement, executed by the Parties governing the purchase of the Services described in this Order Form (hereinafter 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 Redlands RingCentral, Inc.
35 Cajon St. Ste 222
Redlands, CA 92373
United States

20 Davis Drive
Belmont, CA 94002
United States
Eric Owens
9093354798
[email protected]

Service Commitment Period
Start Date: June 03, 2025
Initial Term: 36 Months
Renewal Term: Two 12-month terms, exercisable by Customer Payment Schedule: Monthly

RingEX Services
Recurring Services
Summary of Service Qty Rate Subtotal
DigitalLine Unlimited Advanced 401 $11.99 $4,807.99
DigitalLine Unlimited Advanced $7.49
Compliance and Administrative Cost Recovery Fee $3.50
e911 Service Fee $1.00
DigitalLine Basic 71 $7.99 $567.29
DigitalLine Basic $3.49
Compliance and Administrative Cost Recovery Fee $3.50
e911 Service Fee $1.00
Additional Local Number 1 $0.49 $0.49
Monthly Recurring Services* $5,375.77

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Initital Order Form Page 2 of 3

One-Time Items
Summary of Item(s) Qty Rate Subtotal
Yealink T54W Prime Business Phone 20 $136.80 $2,736.00
Yealink T43U Ultra-elegant Gigabit IP Phone 395 $97.80 $38,631.00 Yealink W76P Cordless Phone with 1 Handset 5 $107.40 $537.00 Yealink CP925 - Touch-Sensitive IP Conference Phone 15 $342.00 $5,130.00 Cisco ATA191 Analog Telephone Adapter 58 $81.60 $4,732.80 One-Time Total $51,766.80

RingCX Services
Recurring Services
Summary of Service Qty Rate Subtotal
RingCX, named agent seat 20 $55.00 $1,100.00
Call recording storage - 30 days, per seat 20 $0.00 $0.00 Monthly Recurring Services* $1,100.00

Total Initial Amount $58,242.57

*Amounts are exclusive of applicable Taxes, Fees, and Shipping Charges.

Overage Rates*
RingCX Services Rate
RingCX, named agent seat on demand $75.00
Inbound calls to North America toll-free numbers, per 10 min $0.14 Outbound calls via automated dialer to North America numbers, per 10 min $0.16 IVR calls processing, overage per 10 minutes $0.20
Call recording storage - 30 days, overage per seat $0.00 Disconnect Scrub, per 10 scrubs $0.08
Automated speech recognition, per 10 minutes $0.30
RingCX Analytics - Historical Data Retention 2Y $24.00
RingCX Analytics - Historical Data Retention 3Y $36.00
RingCX Analytics - Historical Data Retention 4Y $48.00
RingCX Analytics - Historical Data Retention 5Y $60.00
RingCX Analytics - Historical Data Retention 6Y $72.00
RingCX Analytics - Historical Data Retention 7Y $84.00
RingCX Analytics - Historical Data Retention 8Y $96.00

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 purchasing 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].

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Initital Order Form Page 3 of 3

Free Services Amount
Customer will receive the amount(s) indicated below (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.

RingEX Free Services Amount: 18,392.91 US Dollars
RingCX Free Services Amount: 3,300.00 US Dollars
.

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.

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

RingCX

RingCX Analytics. RingCX Analytics includes real-time and historical reporting as custom and pre-built visual dashboards with pre- defined reports. RingCentral will retain historical reporting data according to your selected historical data retention period after which data will be purged on a rolling basis. Retention periods apply to all users of the RingCX product and will be billed on a per seat per month basis.

RingCentral will retain one year’s worth of historical reporting data after which any data older than one year, will be purge d. Access to longer periods of analytics data may be purchased according to the table above. The applicable retention period selected for the Services above is 2 years.

Customer must contact RingCentral support to modify historical reporting data retention periods, if available.

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

Customer RingCentral
City of Redlands RingCentral, Inc.

By: \RCsign1\ By:
<# <Image Select="//Internal_Signature"
Optional="true" Width=”2” Height=”1”/> #>
Name: \RCname1\ Name:

Title: \RCtitle1\ Title:

Date: \RCdate1\ Date: \RCdate1\
.

ATTEST:

___________________________
City Clerk

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Master Services Agreement Page 1 of 34

MASTER SERVICES AGREEMENT

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

City of Redlands (“Customer”) RingCentral, Inc. (“RingCentral’) Address: Address:
35 Cajon St. Ste 222
Redlands, CA 92373
20 Davis Drive
Belmont, CA 94002
By: \RCsign1\ By:
<# <Image Select="//Internal_Signature"
Optional="true" Width=”2” Height=”1”/> #>
Name: \RCname1\ Name:

Title: \RCtitle1\ Title:

Date: \RCdate1\ Date: \RCdate1\

RingCentral and Customer are together referred to as the “Parties” and each individually as a “Party.”

1. 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 – RingCX Services
Attachment C – Service Level Agreement for RingEX Services Attachment D – Service Level Agreement for RingCX Services Attachment E – Security Addendum
Attachment F – Copy of Terms and Conditions of Sale Hardware

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 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 Effective Date and continue until the last Order Form is terminated or expires, unless terminated earlier in accordance with its terms.

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Master Services Agreement Page 2 of 34

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”). Upon expiration of the Initial Term, Customer shall have the option to renew term recurring Services for successive periods as set forth in the initial Order Form (each a “Renewal Term”) by providing written notice to RingCentral at least thirty (30) days before the expiration of the Initial Term or the then -current Renewal 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.

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 Renewal 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 card, by providing a valid credit or debit card, Customer is expressly authorizing all Serv ices and equipment charges an d fees to be charged to such payment card, including recurring payments billed on a monthly or annual basis. In addition, Customer’s provided 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 thirty (30) 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 b e 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 amo unt being disputed. Custo mer’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 f ound to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future invoices. Customer will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement.

4. Provision of the Service
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 process 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 broad 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.

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Master Services Agreement Page 3 of 34

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 responsible 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 th e 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
A. Termination for Cause. 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 for Cause), 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 disconnected), and RingCentral will provide Customer a pro -rata refund of any prepaid and unused fees or charges paid by Customer for terminated Services. 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 se t 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 accr ued 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, Redlands Regular Meeting of 06-03-25
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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 u se 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 relate d 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 expre ssly 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 provided 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 are 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. Customer 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
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 Agreemen t, 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 pursuant to subpoena, court order, in any legal proceeding or to a governmental entity, and 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 Customer 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 must 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 termination 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.

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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 provided 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 required 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 NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PREVIOUS SIX (6) MONTHS. LIMITATIONS UNDER THIS SECTION (LIABILITY CAPS) WILL NOT APPLY TO:
i. FEES OWED BY CUSTOMER
ii. EITHER PARTY’S LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S IP RIGHTS iii. EITHER PARTY ’S LIABILITY RESULTING FROM GROSS NEGLIGENCE, FRAUD, 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
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. 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 Third 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 Services; (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 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 Customer, 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 Discontinued 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 exclusive remedies with respect to any actual or alleged intellectual property violations.

B. Indemnification by Customer. To the extent permitted by the laws and the constitution of the jurisdiction of Customer, Customer shall indemnify, and hold harmless RingCentral and its Affiliates for Indemnifiable Amounts, and shall defend any Third Party Claims arising out of or in connection with: (i) material violation of applicable Law by the Customer, its Affiliates, or their respective End Users in connection with their use of the Services; (ii) use of the Services in breach of the Use Policies; (iii) f ailure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided free of charge by or on behalf of RingCentral; or (iv) Customer Content.

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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) sole control 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 defense 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 su ch 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 settlem ent negotiations. No such claim may be settled by the Indemnifying Party without the Indemnified Party’s express written consent (not to be unreasonably withheld, conditioned, or delayed) unless such settlement includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Thir d- Party Claim, requires no admission of fault, liability, or guilt by the Indemnified Party, and requires no act by the Indemnified 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 similar 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

WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR

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 CA, without regard to its choice of law rules, and the parties agree to submit to the jurisdiction of, and venue in, the courts in that state. 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 securit y, 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 (Indemnification), 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 its rights or obligations under this Agreement or any Order Form without the prior written consent of the other Party, not to be unreasonably withheld or delayed. However, RingCentral may assign the Agreement or any portion there of and any or all of its rights and obligations thereunder without consent (a) to an Affiliate; (b) as part of, or otherwise in connection with, the transfer or disposition of equity securities representing more than fifty percent (50%) of its voting control; (c) to the successor or surviving entity in connection with a merger, acquisition, or consolidation; or (d) as part of, or otherwise in connection with, the sale or other transfer of one or more of the service(s) under the Agreement or greater t han 50% of the principal assets used in connection with the provision such service(s). 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 Redlands Regular Meeting of 06-03-25
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facsimile, or five days after deposit with an reputable overnight courier service, and addressed as follows: To RingCentral a t 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 Party 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; third -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, whenever the context may requir e, 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 therefore 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, 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, regulation 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 contemporaneous understandings, pro posals, 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 pu rchase 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, including 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 of any such or other right on any later occasion. Exc ept 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 authenticate thi s 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.

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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. 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 Ag reement. 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 Se rvices 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 behalf 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 pursuant to a final judgment in connection with such Third -Party Claim; (Y) any amounts payable by the Indemnified Party or its Affiliates p ursuant to a binding, written agreement settling the Third Party Claim, provided such agreement 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).

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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 processes; (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 name s and service marks; (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).

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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 Clients, 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 regular 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. Use of the RingCentral AI Assistant capabilities is subject to the applicable terms contained in the AI Assistant Add -On Service Description available at https://www.ringcentral.com/legal/add-on-services.html#qlnks-12.

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 the 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.

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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 have 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 inconvenience 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 parties 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 subj ect 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 environ ments 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 terminates 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 during the Term) to conclude and enter into agreements with such local providers on Customer’s behalf to se cure 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 service s from locally licensed providers on Customer’s behalf. RingCentral is responsible for all contracting, billing, and customer care 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 Carrier (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 ATTACHMENT - RINGCX 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 RingCX Services as described under the applicable Order Form.

In the event of any conflict between the provisions of the Agreement and the provisions of this Service Attachment, such prov isions of this Service Attachment will prevail.

1. Service Overview
“RingCX Services” is a cloud-based, contact center and omnichannel communications solution consisting of inbound and outbound voice media routing, queuing, and distribution as well as digital channel management, and related services, applications, and features, whether included as part of a Subscription Package or ordered separately.

2. Billing and Payment
A. Billing
Starting at the Start Date set forth in the Order Form and until the end of the Term, You agree to pay for: a) the RingCX Services fees for at least the number of Seats set forth in the RingCX Services Order (as amended as permitted below) (an “RingCX Contract Seat”) based on the per Seat pricing set forth in the RingCX Services Order (the “RingCX Contract Seat Price”), as amended from time to time, regardless of the number of Seats being used; b) any Usage (per minute) fees; c) any Subscription Packages set forth in the RingCX Services Order (e.g. Interactive RingCX Response, minutes, international minutes); and d) any additional fees set forth in the RingCX Services Order.

B. Adding New RingCX Contract Seats
You may add RingCX Contract Seats at any time either through a new RingCX Services Order or a written amendment executed by You and RingCentral. The RingCX Services fees related to these additional RingCX Contract Seats will be billed at the per Seat price set forth in the RingCX Order form. For the avoidance of doubt, You will be required to pay for RingCX Services fees related to these additional RingCX Contract Seats until the end of the Term.

C. Adding On-Demand RingCX Seats
At any time, You may utilize additional Seats with your RingCX Services on an as-needed basis (each, an “On-Demand RingCX Seat”). You will be billed for any RingCX Services at the rate of the RingCX Contract Seat Price plus an overage charge of 20 USD per month per Seat (the “On-Demand RingCX Price”) until You remove this On-Demand RingCX Seat from Your RingCX Services subscription (which You may do at any time in your discretion). RingCX Services fees for any On -Demand RingCX Seats will be charged for the full month, regardless of the number of days used. For each monthly billing period, You will be charged for the highest number of On -Demand RingCX Seats used within such billing period. Fees for other RingCX Service licenses may be billed at the price set forth in the RingCX Order Form.

3. RingCX Services, Settings, and Modifications
A RingEX account is required to use the RingCX Services. The settings and preferences for your RingCX Services, including without limitation user rights, user skills, and permissions; routing, scripts; registration Information; and activation of On -Demand RingCX Seats, among others, may be set and modified by those individuals whom You allow to have access to the web console (“Account Administrators”). The Customer acknowledges that the acts or omissions of the Account Administrators may result in additional charges or affect RingCX Services. The Custom er will be solely responsible for the acts or omissions and the impact on billable amounts of the Account Administrators.

4. Use of RingCX Services
You acknowledge and agree that all use of the RingCX Services shall be subject to this Service Attachment and the Agreement, including without limitation the use policies and data privacy policies. You acknowledge and agree that You are fully responsible and liable for all use of the RingCX Services, any software or hardware used in conjunction with the RingCX Services, and any and all fees and charges that are incurred as a result of such use. Notwithstanding anything to the contrary stated in the Agreement, the use of the RingCX Services shall be subject to the following terms:

A. NO 911 SERVICE. YOU ACKNOWLEDGE AND AGREE THAT 911 / EMERGENCY CALLS OR MESSAGES MAY NOT BE PLACED OR SENT THROUGH THE RINGCX SERVICES, AND NO 911 CALLING OR SMS OR OTHER EMERGENCY MESSAGING SERVICE IS OFFERED OR PROVIDED WITH THE RINGCX SERVICES. YOU MUST MAKE AVAILABLE ALTERNATIVE ARRANGEMENTS TO PLACE 911 CALLS.

B. Customer 911 Notification Obligations. You represent, warrant, and covenant that: (i) You shall ensure that any person who might use the RingCX Services or be present at the physical location where any the RingCX Services might be accessed or used is fully informed and aware that he or she will not be able to place calls or send messages to 911 or other emergency response services through the RingCX Services; and (ii) You shall provide all of the foregoing parties with an alternate method by which to place such calls and, as applicable, to send such messages.

C. Cardholder Data. You acknowledge and agree that when using RingCX Services, You will not record or store Cardholder Data (“CHD”) as that term is defined by the PCI Data Security Standard. If You are required to receive CHD using the RingCX Services, You will pause any recordings or otherwise ensure that no CHD is being recorded or saved.

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5. Compliance and Regulations
You disclaim and deny any reliance on any marketing materials relating to the RingCX Services with regard to Telephone Consumer Protection Act ( “TCPA”) compliance and/or the Telemarketing Sales Rule. Any statements regarding the TCPA or other legal compliance are opinion only, and You are ultimately responsible for making your own determinations regarding the requirements of the TCPA and its applicability to the RingCX Services.

RingCentral shall not redesign or otherwise modify its Manual Dial product, including any relevant hardware or software, in a manner that would give it the capacity to dial randomly or sequentially generated numbers, function as a predictive dialer or dial n umbers in any manner that does not require human intervention for each call.

6. 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. “RingCX Materials” means documentation, either electronic or otherwise, that RingCentral provides or makes available to the Customer describing the RingCX Services, including the components of each Subscription Package, if applicable, and any other features and functionality offered as part of the RingCX Services. The RingCX Materials may include without limitation manuals, product descriptions, user or installation instructions, diagrams, printouts, listings, flowcharts, and training materials re lated to the RingCX Services.

B. “RingCX Services Order” is an Order form executed by the Parties under the terms of the Agreement and this Service Attachment, setting out the details of the subscription to the RingCX Services, including any Subscription Package, and any additional products, services and functionality purchased by theCustomer C. “Interactive Voice Response ” or “IVR” means a module that allows customers to script automated voice interactions, accessing third-party services and databases when needed to service the customer. IVR -only packages do not include any services or restrictions related to Seats.

D. “Seat” means either: i) a named license based on the named persons that use the RingCX Services, or ii) a concurrent license based on the number of persons simultaneously using the RingCX Services. Each Seat includes 2,000 minutes of IVR per month and unlimited inbound and manually dialed outbound domestic minutes. All use is subject to the Acceptable Use Policy .

Overages apply.

E. “Subscription Package” is a set of RingCX Services features and applications, as further defined in the RingCX Materials, that could be ordered as a bundle.

F. “Usage” means any charges incurred in connection with the use of your RingCX Services, including, without limitation, local, long-distance, international, and toll-free minutes, charges, and any products listed on the RingCX Service Order.

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ATTACHMENT C

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:
i. Down Time exceeds 1 minute.

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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 Servicesduring 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 Ti me 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 voice 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 Softphone, 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 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.

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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.

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ATTACHMENT D

SERVICE LEVEL AGREEMENT FOR RINGCX SERVICES

This Service Level Agreement for RingCX Services (the “RingCX 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 RingCX Services.

1. Overview
RingCentral will maintain the Quality of Service for the RingCX Core Services at the performance levels as defined below:

Core Services
Service Availability
(Monthly Calculation) 99.99%
Maximum Credit 15% of MRC

2. Minimum Eligibility. Customer is entitled to the benefits of this RingCX SLA only to the extent that Customer maintains a minimum of ten (10) RingCX Seats under the Agreement with a minimum twelve (12) month Initial Term and twelve (12) month Renewal Term.

This RingCX 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
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
Availability shall be rounded to nearest hundredth of a percent in determining the applicable credit.

B. Calculation of Service Credits
i. Service Credits only begin to accrue after Service Availability falls below a certain percentage (shown in the tables below). ii. Customer is entitled to Service Credits for the RingCX Core Services according to the following table:

Service Availability Service Credits
≥ 99.99% 0% MRC
≥ 99.95% and < 99.99% 5% MRC
≥ 99.90% and < 99.95% 10% MRC
< 99.90% 15% MRC
C. Qualifying for Service Credits. Service Credits for Down Time will accrue only to the extent:
i. Service Availability falls below the percentage as illustrated in the tables (above) under Calculation of Service Credits. ii. Customer reports the occurrence of Down Time to RingCentral Customer Service by opening a Support Case within twenty- four (24) hours of the beginning of the applicable Down Time period. iii. Customer must submit a written request for Service Credits to Customer Care within ten (10) business 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.
iv. RingCentral confirms that the Down Time was the result of an outage or fault on the RingCentral Network. v. Customer is not in material breach of the Agreement, including its payments obligations.

D. Finality of Decisions . Credits may be issued in RingCentral ’s sole reasonable discretion and will expire at the expiration or termination of the Agreement.

4. 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 if customer accrues Maximum Service Credits for Down Time for RingCX Core Services during any three (3) calendar Months in any continuous 6-Month period, and customer has timely reported Down Time as set forth herein.

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B. To exercise its termination right under this RingCX 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.

5. Sole Remedy
The remedies available pursuant to this RingCX 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 Agreement.

6. 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. “RingCX Services” include Core Services and Non-Core Services.

B. “Core Services” includes the following services:
i. Inbound and Outbound Call Termination (excluding automated dialing). ii. Inbound and outbound digital interactions.
iii. Agent and supervisor log-in.

C. “Down Time” is an unscheduled period during which the RingCX Services 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.

D. “Interactive Voice Response ” or “IVR” means a module that allows customers to script automated voice interactions, accessing third party services and databases when needed to service the customer.

E. “MRC” means the monthly recurring subscription charges (excluding taxes, administrative or government mandated fees, metered billings, etc.) owed by Customer to RingCentral for RingCX Services for the relevant month. If customer is billed other 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 RingCX Services.

F. “Non-Core Services” means any features not expressly identified as a Core Service. For the avoidance of doubt, Non -Core Services includes the following features:
i. Historical Reports.
ii. RealTime Dashboards.
iii. Call Recording Administration, Delivery, and Retrieval. iv. Integrations, including Workforce Management, Workforce Optimization, and CRM.

G. “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, or the Public Switched Telephone Network (PSTN). The Rin gCentral Network includes the facilities of underlying provider of the RingCX Services subcontracted by RingCentral.

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

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

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.

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ATTACHMENT E

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 inadvertent 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 key 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”). iii. Revokes any physical access to Secure Areas promptly after the cessation of the need to access buildings and system(s).

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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 or 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 basis 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. ii. Ensures quality assurance testing of patches prior to deployment.

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iii. Ensures that all findings 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. running 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 penetration 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.
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.

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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 a ll 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.

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.

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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.

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ATTACHMENT F

RINGCENTRAL TERMS AND CONDITIONS OF SALE OF HARDWARE

Copied from https://www.ringcentral.com/legal/ringcentral-hardware-terms-conditions.html as of 5/13/2025

1. Definitions
• Where used in these Terms and Conditions of Sale of Hardware:
o “Authorised Representative” means any person who holds the job title and office of General Manager, Finance Director or Vice-President.
o “Customer” means you or any of your subsidiaries purchasing Product from RingCentral. o “Conditions” means these Terms and Conditions of Sale. o “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. o “Contract Date” means the date upon which a Purchase Order is accepted by RingCentral. o “Force Majeure” means, without limitation, any acts of God, government, war, terrorism, riot, fire, floods, earthquakes, explosions, strikes, lockouts, cessation of labour, 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).
o “Products” means the hardware, software, or any combination thereof, and related documentation, identified in the Website, https://www.ringcentral.com/office/voip-phone.html 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.
o “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. o “RingCentral” means RingCentral, Inc. and its subsidiaries. o “Supplier” means the supplier, licensor, publisher, manufacturer or other third party provider of Products. o “Website” ” means the portal hosted by RingCentral through which Products are made available for purchase. • 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.
• 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.
• 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 Authorised Representative of RingCentral with respect to that Purchase Order. • 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.

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4. Limited Product Return Right.
• 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

5. Prices.
• 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. • 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.
• 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. • Customer shall make payment to RingCentral in the currency indicated on the invoice. • All express deliveries may be subject to additional shipping charges regardless of invoice value. • 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:
o 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;
o 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; o set-off any amounts due against any credit note, balance or other liability issued by RingCentral to Customer; o appropriate any payment made by Customer for such Products as RingCentral may deem fit (notwithstanding any purported appropriation by Customer); and/or
o 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.

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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:
• 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.
• 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. • 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.
• 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.
• Claims for non-delivery of Products must be made in writing to RingCentral within five (5) 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. • 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 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.
• 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. • 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.
• 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 Redlands Regular Meeting of 06-03-25
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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.
• 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. • 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.
• 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”). • 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). • 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. • 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.
• 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. • 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 authorised 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.
• Any Products returned pursuant to an RMA issued by RingCentral must be shipped to RingCentral within seven (7) 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.

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Master Services Agreement Page 32 of 34

• 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.
• 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.
• 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 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.
• 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.
• Nothing contained herein shall be construed as excluding or limiting RingCentral’s liability for death or personal injury caused by RingCentral’s negligence, or wilful misconduct.

13. Intellectual Property Rights.
• 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.
• 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. • 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.
• 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. • 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.
• 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 Redlands Regular Meeting of 06-03-25
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Master Services Agreement Page 33 of 34

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; Export.
• Customer acknowledges that the Products and any technical data related thereto is licensed or sold subject to and controlled by the export laws of: (i) the United States (“US”) including its Export Administration Regulations; (ii) the European Union (“EU”) and countries within the European Free Trade Area (“EFTA”); and (iii) any other government with jurisdiction (collectively the “Export Control Laws”) and Customer hereby agrees not to export, re-export or otherwise distribute Products, or direct products thereof, in violation of any Export Control Laws. Customer acknowledges that the US government and/or the member states of the EU and EFTA, or another country’s government, may require licensing or other authorisation prior to export.
• 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 with jurisdiction. Customer further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to prohibited companies or individuals, as defined by applicable Export Control Laws. • It is Customer’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 by RingCentral pursuant to Section 7 Customer will also be responsible to comply with the importation regulations applicable in the country of destination of the Products. RingCentral shall not be responsible for any costs, importation duties, liabilities or damages resulting from Customer’s failure to obtain any such required authorisation. Customer understands that the Export Control Laws and importation laws may change from time to time. It is Customer’s sole and exclusive responsibility to obtain guidance of counsel or other appropriate channels to ensure its compliance with these laws.
• 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. • Customer 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.
• Customer shall indemnify, defend and hold RingCentral harmless from any violation or alleged violation by Customer of the terms of this Clause. Upon RingCentral’s request, Customer agrees to confirm, in writing, its compliance with applicable Export Control Laws and applicable importation regulations.

16. Additional Terms of Sale
• 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. • 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.
• 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.
• 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.

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Master Services Agreement Page 34 of 34

• 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 New York State laws, excluding Conflict of law principles. The parties agree that Supreme Court of the State of New York, New York County, or the United States District Court for the Southern District of New York, 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.
• The UN Convention on Contracts for the International Sale of Goods does not apply. • 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.
• 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.

Any assignment in violation of this Section shall be void. • 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. • 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. • 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. • 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.

These Conditions constitute the entire agreement between the parties as to the subject matter hereof and supersedes and cancels any and all of Customer’s terms and conditions, or other written or oral agreements previously existing between the parties and/or their affiliates with respect to such subject matter. Customer acknowledges that it is not entering these Conditions on the basis of any representations not expressly contained herein. Every Contract for the sale and purchase of Products as defined herein between RingCentral and the Customer or any of its subsidiaries shall be subject to these Conditions, unless Customer and RingCentral have signed a separate agreement regarding the subject matter herein, in which case the separate agreement will govern. Customer shall be deemed to have accepted these Conditions by the earlier of: (i) indicating acceptance to these Conditions through the Website, (ii) submitting a Purchase Order through the Website; or (iii) accepting Products from RingCentral.

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City Council Meeting L. 6.

DATE: 06/03/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of the Citywide Annual Purchase Orders for miscellaneous tools, equipment and supplies for Fiscal Year 2025-2026 for a total not to exceed $1,080,000 (Management Services/Finance Director Garcia)
MOTION(S):

If the City Council determines that staff's recommendation is appropriate, the following motion is provided:

I move to approve the Citywide Annual Purchase Orders with Lowe’s, Fastenal, Home Depot, and Office Depot for Fiscal Year 2025-2026.

RECOMMENDATION:

Staff recommends approval of the citywide Annual Purchase Orders.

DISCUSSION:

Staff is requesting City Council approval for citywide Annual Purchase Orders with Lowe’s, Fastenal, Home Depot and Office Depot to provide miscellaneous tools, equipment, and supplies on a need-by-need basis for “not-to-exceed” total annual amounts as described below:

A. Fastenal
The City will leverage "Omnia Partners, Public Sector" cooperative purchasing contract for facilities, maintenance industrial supplies and tools, offering an average of 30% discount off wholesale prices. Purchases will be done through the City’s automated warehouse program. The cooperative contract agreement has been competitively solicited, evaluated, and awarded. Based on year to date purchases, savings are estimated at approximately $57,000.

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B. Home Depot
The City will leverage "Omnia Partners, Public Sector" cooperative purchasing agreement with Home Depot for retail maintenance, repair and operating commodities. The City receives 5% rebate for all of its purchases. The cooperative purchasing agreement has been competitively solicited, evaluated, and awarded. Based on year to date purchases, savings are estimated at approximately $18,000.

C. Lowe’s
The City will leverage "Omnia Partners, Public Sector" cooperative purchasing agreement with Lowe’s, and will receive 7% discount for all of its purchases at the point of purchase. Based on year to date purchases, savings are estimated at approximately $17,000. The current Omnia contract expires on March 31, 2025. Purchasing will roll over the Lowe's Purchase Order upon new similar contract.

D. Office Depot
The City will leverage "Omnia Partners, Public Sector" cooperative purchasing agreement for office supplies with Office Depot. The City saves on average, a minimum, 10% on the majority of purchased items compared to its retail prices, as per the cooperative purchasing agreement which has been competitively solicited, evaluated and awarded. Based on year to date purchases, savings are estimated at approximately $22,500.

The following annual purchase order amounts for miscellaneous tools, services, equipment and supplies have been budgeted by each department and will be encumbered.

VENDOR NOT TO EXCEED
AMOUNT
Lowe’s $200,000
Home Depot $350,000
Office Depot $280,000
Fastenal $250,000
TOTAL $1,080,000
ALTERNATIVES:

Reject staff request for approval of Citywide Annual Purchase Orders STRATEGIC PLAN:

Not Applicable
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SUBMITTED BY:

Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Christopher Boatman, Assistant City Manager
Janice McConnell, Assistant City Manager
PREPARED BY:

Dana Abramovitz-Daniel, Procurement Manager
Fiscal Impact
Fiscal Year: 2026
Revenue Generating: No
Appropriation Required Y/N: N
Budgeted Y/N: Y
Discussion:

Attachments
Fastenal Omnia Contract
Home Depot Omnia Contract
Office Depot Omnia Contract
Lowe's Omnia Contract
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The Bronze Partnership Excellence Award is a
testament to the commendable dedication of our
valued suppliers. This esteemed medallion is
presented to those who have demonstrated a
steadfast commitment to our partnership.

Lowe's Pro
Maintenance, Repair & Operations (MRO) Supplies & Related Services Lowe’s has been helping customers improve the places they call home since it was founded in 1946. Traded on the New York Stock Exchange (LOW) since 1961, Lowe’s has grown from a small hardware store to a home improvement company providing customers inspiration and support whenever and wherever they shop. Whether our customers shop in store, online, by phone, or at their home or place of business with a Lowe’s employee, Lowe's is ready to help participants of OMNIA Partners with their purchases.

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Maintenance, Repair and Operations (MRO) Supplies, Equipment, and Related Products and Services
Region 4 ESC - TX|R240805

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Maintenance, Repair and Operations (MRO) Supplies,
Equipment, and Related Products and Services
Region 4 ESC - TX
Contract Number: R240805
Initial Term: November 1, 2024 through October 31, 2027 Renewal Options: Option to renew for two (2) additional one-year periods through October 31, 2029
The Successful Offeror(s) shall have the right to enter local “service” agreements with Participating Public Agencies accessing the contract through OMNIA Partners, so long as the effective date of such agreement is prior to the expiration of the Contract. All local agreements may have a full potential term (any combination of initial and renewal periods) not to exceed five years. Any local agreements, project agreements, or maintenance agreements executed against resulting Master Agreement(s) during the effective term may survive beyond the expiration of the Master Agreement as established and agreed to by the Successful Offeror(s) and Participating Public Agencies.

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City Council Meeting L. 7.

DATE: 06/03/2025
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of the sole source purchase for 800 MHz APX 6500 and APX 6000 portable radios from Motorola Solutions in an amount not to exceed $820,031.37 (Police Chief Tolber)
MOTION(S):

If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:

I move to approve the sole source purchase order with Motorola Solutions in an amount not to exceed $820,031.37.

RECOMMENDATION:

Staff recommends City Council approve the sole source purchase for 800 MHz APX 6500 and APX 6000 portable and mobile radios from Motorola Solutions to replace current aging equipment in an amount not to exceed $820,031.37.

DISCUSSION:

In 1987, the 800 MHz band was set aside for exclusive use by local, regional and state public safety agencies. The City of Redlands has had an agreement with the County of San Bernardino since 1990 for rights to use the 800 MHz band for radio communication purposes. The Redlands Police Department operates 800 MHz radio equipment (mobile, portable and base stations) on an 800 MHz data system managed by the County of San Bernardino. This radio system provides cross communications between Police, Fire, Public Services, Code Enforcement, University of Redlands, and the Redlands Unified School District. It also provides radio interoperability with surrounding cities and county agencies, allowing for collaboration and shared situational awareness.

Redlands Regular Meeting of 06-03-25
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The County of San Bernardino Information Services Department (ISD) provides 800 MHz radio equipment maintenance services per their agreement with the City of Redlands. The police department is currently using 25-year-old 800 MHz portable and mobile radios for their daily operations. Unfortunately, due to the age of this equipment, the police department has been informed by ISD that the necessary parts for repairs are no longer available, rendering the radios unserviceable. Because the majority of the police department's communication is done via the 800 MHz radio system, alternative solutions were sought.

The Redlands Police Department requests the purchase of forty (40) new 800 MHz APX 6000 portable radios, seventy-seven (77) APX 6500 in-car mobile radios, and miscellaneous adapter parts and batteries to replace the current aging equipment, which was purchased approximately 25 years ago. These radios will be installed inside police vehicles as well as assigned to police personnel, which is vital for the department's operational efficiency, safety, and emergency response capabilities. Currently, all police department radios are Motorola. Motorola Solutions is the sole manufacturer of these radios, and their proprietary technology ensures compatibility with San Bernardino County's ISD's existing communication infrastructure, which will help streamline integration, reduce costs, and minimize downtime.

Additionally, by procuring directly from Motorola Solutions, the City can capitalize on a limited-time offer at a significantly discounted price, which will reduce the cost of the radios by $278,895.57. The Police Department requests approval to purchase the mobile and portable radios as a sole source purchase to maintain compliance with the City's current access and maintenance agreement with the County of San Bernardino and to take advantage of the time-limited discount.

ALTERNATIVES:

Not approve the sole source purchase for replacement 800 MHz APX 6500 and APX 6000 portable and mobile radios from Motorola Solutions.

STRATEGIC PLAN:

Not applicable.

SUBMITTED BY:

Rachel Tolber, Chief of Police
RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
Redlands Regular Meeting of 06-03-25
1235 of 1245
REVIEWED BY:

Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:

Jimmy Nguyen, Management Analyst
Fiscal Impact
Fiscal Year: 2024-25
Revenue Generating: N
Appropriation Required Y/N: N
Budgeted Y/N: Y
Account No.: 101202
Discussion:

Funding for this purchase has been included in the FY 2025 & 2026 Mid-Biennium budget request.

Attachments
Sole Source Form
Sole Source Letter
Quote
Redlands Regular Meeting of 06-03-25
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Sole Source/ Single Source/ Standardization Form
For procurement of supplies, equipment and services valued at $5,000 and over NOTE: Every question must be answered with appropriate documentation attached; incomplete forms will be immediately rejected by Purchasing.

Date:_______________________
TO: Purchasing Division
FROM: ________________________________
Purchase Requisition #
___________________
Estimated Total Cost: $_________________
Proposed Vendor: ______________________
Request Term: _________________
This form must accompany the purchase document whenever an exception to the competitive process is requested. Requests for goods and/or services from a specific vendor or limited to a s
pecific brand, where substitutes to the recommended vendor or brand are unacceptable, must be
accompanied by a written justification explaining the circumstances that make alternatives un
acceptable.

The City M anager w ill de termine whether t he justification is appropriate. R equ ests for exception must be supported by factual statements tha t will pass an audit.

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EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT Page
Rev 1.31.19
2 INSTRUCTIONS

1. P
lease check all applicable categories (a. through i.) below and provide additional information where indicated.
a. The requested product is an integral repair part or accessory c ompatible with existing equipment.

Existing Equipment:

Manufacturer/Model Number:

Age:

Current Estimated Value:
b. The requested product has unique design/performance specifications or quality r
equirements that are not available in comparable products. c. I have standardized the requested product and the use of another brand/model would require considerable time and funding to evaluate.
d. T he requested product is one in which I (and/or my staff) have specialized training and/or extensive expertise. Retraining would incur substantial cost in time and/or funding.
e. The requested product is used or demonstration equipment available at a lower-than- new cost.
f. Repair/Maintenance service is available only from manufacturer or designated service representative.
g. Upgrade to or enhancement of existing software is available only from manufacturer. h. Service proposed by vendor is unique; therefore, competitive bids are not available or applicable.
i. Other factors (provide detailed explanation in #2 below).

2. Provide a detailed explanation and pertinent documentation for each category checked in item 1 above. Attach additional sheets if necessary:

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EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT Page
Rev 1.31.19
3 3. Was an evaluation of other equipment, products, or services performed? Yes No
If yes, please explain the type of evaluation performed and provide all supporting documentation:

4. List
below the name of each individual who was involved in the evaluation, if conducted, and in making the recommendation to procure this product or service. Attach additional information, if necessary.

5. Explain what action(s) the department would take if the sole/single source services were no longer available

6. I certify that the above information is accurate to the best of my knowledge, and a signed copy of this document will be kept on file and available for audit in my department _________________________________________________________ Pr
epared by Date _________________________________________________________ Dep
artment Director Date Purch
asing Approvals
______________________________________________________
P
urchasing Agent Approval Date
_______________________________________________________

City Manager Approval Date
Redlands Regular Meeting of 06-03-25
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Motorola Solutions, Inc.
10680 Treena St., Suite 200
San Diego, CA 92131

April 30th, 2025

Redlands Police Department,

Subject: Motorola Solutions Sole Source- ASTRO25 APX RADIO EQUIPMENT

Motorola Solutions, Inc. (“Motorola”) is the market leader in radio communications systems and products for the U.S. Government and Public Safety Market and is pleased to have the Redlands Police Department as a valued customer. The ASTRO25 radio subscribers we design and manufacture contain proprietary hardware and software components which are not commercially available except through Motorola and its channel partners.

The Motorola Radio Equipment and Options that will be purchased by the Redlands Police Department will be used on the County of San Bernardino's existing Motorola ASTRO P25 Trunked System. These radios will operate on P25 Trunked equipment with proprietary features, operating on the Motorola Solutions core equipment located at San Bernardino County Master Site.

If you have any questions regarding our radio equipment, please contact your Account Manager, William Golden at (909) 809-6778.

Sincerely,

Motorola Solutions, Inc.

William Golden
Sr. Account Manager
Redlands Regular Meeting of 06-03-25
1240 of 1245

Billing Address:

REDLANDS POLICE DEPT, CITY
OF
212 BROOKSIDE
REDLANDS, CA 92373
US

Quote Date:04/30/2025
Expiration Date:06/19/2025
Quote Created By:

William Golden
William.Golden@
motorolasolutions.com
End Customer:

REDLANDS POLICE DEPT, CITY OF
Timothy Edson
[email protected]
909 798 7681

Summary:

Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard T erms
and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents.

Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms.

Line #

Item Number

Description

Qty

List Price

Sale Price

Ext. Sale Price

APX™ 6000 Series

APX6000

1 H98UCF9PW6BN

APX6000 700/800 MODEL 2.5

PORTABLE

40 $3,667.00

$2,676.91

$107,076.40

QA05100AA

EHN: STD 1 YR WARRANTY

APPLIES

40 $0.00

$0.00

G996AU

ADD: PROGRAMMING OVER
P25 (OTAP)

40 $110.00

$80.30

$3,212.00

Q361AR

ADD: P25 9600 BAUD

TRUNKING

40 $330.00

$240.90

$9,636.00

H38BT

ADD: SMARTZONE

OPERATION

40 $1,320.00

$963.60

$38,544.00

Q806BM

ADD: ASTRO DIGITAL CAI

OPERATION

40 $567.00

$413.91

$16,556.40

Q629AK

ENH: AES ENCRYPTION AND
ADP

40 $523.00

$381.79

$15,271.60

Q498AY

ENH: ASTRO 25 OTAR W/

MULTIKEY

40 $814.00

$594.22

$23,768.80

QA09113AB

ADD: BASELINE RELEASE SW

40 $0.00

$0.00

QA05573AA

ALT: LI-ION IMPRES 2 IP68
5100MAH

40 $156.45

$114.21

$4,568.40

APX™ 6500 / Enh Series

ENHANCEDAPX6500

QUOTE-2975529
2025 Radio Project

Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Page 1 ends

Redlands Regular Meeting of 06-03-25
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Line #

Item Number

Description

Qty

List Price

Sale Price

Ext. Sale Price

2 M25URS9PW1BN

APX6500 ENHANCED 7/800

MHZ MOBILE

49 $3,518.00

$2,568.14

$125,838.86

G996AS

ENH: OVER THE AIR

PROVISIONING

49 $110.00

$80.30

$3,934.70

G51AU

ENH: SMARTZONE
OPERATION APX6500

49 $1,320.00

$963.60

$47,216.40

G298AS

ENH: ASTRO 25 OTAR W/

MULTIKEY

49 $814.00

$594.22

$29,116.78

G843AH

ADD: AES ENCRYPTION AND
ADP

49 $523.00

$381.79

$18,707.71

G444AH

ADD: APX CONTROL HEAD

SOFTWARE

49 $0.00

$0.00

G335AW

ADD: ANT 1/4 WAVE
762-870MHZ

49 $15.00

$10.95

$536.55

G806BL

ENH: ASTRO DIGITAL CAI OP
APX

49 $567.00

$413.91

$20,281.59

GA01670AA

ADD: APX E5 CONTROL HEAD

49 $717.00

$523.41

$25,647.09

G361AH

ENH: P25 TRUNKING

SOFTWARE APX

49 $330.00

$240.90

$11,804.10

GA05100AA

ADD: STD WARRANTY - NO

ESSENTIAL

49 $0.00

$0.00

QA09113AB

ADD: BASELINE RELEASE SW

49 $0.00

$0.00

W22BA

ADD: STD PALM

MICROPHONE APX

49 $79.00

$57.67

$2,825.83

G832AD

ADD: SPKR 7.5W WTR RST
APEX

49 $67.00

$48.91

$2,396.59

GA00250AA

ADD: GNSS/BT-WIFI THRU
MNT ANT, 17FT LOW LOSS
PFP-100A/240, QMA

49 $110.00

$80.30

$3,934.70

G67DT

ADD: REMOTE MOUNT E5
APXM

49 $327.00

$238.71

$11,696.79

3 PMMN4099CL

AUDIO ACCESSORY-REMOTE
SPEAKER MICROPHONE,IP68

REMOTE SPEAKER
MICROPHONE,3.5MM,UL

40 $142.56

$104.07

$4,162.80

APX™ 6500 / Enh Series

ENHANCEDAPX6500

4 M25URS9PW1BN

APX6500 ENHANCED 7/800

MHZ MOBILE

21 $3,518.00

$2,568.14

$53,930.94

W665BF

ADD: BASE STATION OP APX

21 $77.00

$56.21

$1,180.41

QUOTE-2975529
2025 Radio Project

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Page 2 ends

Redlands Regular Meeting of 06-03-25
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Line #

Item Number

Description

Qty

List Price

Sale Price

Ext. Sale Price

G996AS

ENH: OVER THE AIR

PROVISIONING

21 $110.00

$80.30

$1,686.30

G91AF

ADD: CNTRL STATION PWR
SUPPLY

21 $296.00

$216.08

$4,537.68

GA00235AA

ADD: NO GPS ANTENNA

NEEDED APX

21 $0.00

$0.00

G66BJ

ADD: DASH MOUNT E5 APXM

21 $138.00

$100.74

$2,115.54

G51AU

ENH: SMARTZONE
OPERATION APX6500

21 $1,320.00

$963.60

$20,235.60

G142AD

ADD: NO SPEAKER APX

21 $0.00

$0.00

GA05100AA

ADD: STD WARRANTY - NO

ESSENTIAL

21 $0.00

$0.00

G298AS

ENH: ASTRO 25 OTAR W/

MULTIKEY

21 $814.00

$594.22

$12,478.62

G843AH

ADD: AES ENCRYPTION AND
ADP

21 $523.00

$381.79

$8,017.59

G444AH

ADD: APX CONTROL HEAD

SOFTWARE

21 $0.00

$0.00

G335AW

ADD: ANT 1/4 WAVE
762-870MHZ

21 $15.00

$10.95

$229.95

G806BL

ENH: ASTRO DIGITAL CAI OP
APX

21 $567.00

$413.91

$8,692.11

GA01670AA

ADD: APX E5 CONTROL HEAD

21 $717.00

$523.41

$10,991.61

W22BA

ADD: STD PALM

MICROPHONE APX

21 $79.00

$57.67

$1,211.07

QA09113AB

ADD: BASELINE RELEASE SW

21 $0.00

$0.00

G361AH

ENH: P25 TRUNKING

SOFTWARE APX

21 $330.00

$240.90

$5,058.90

APX™ 6500 / Enh Series

ENHANCEDAPX6500

5 M25URS9PW1BN

APX6500 ENHANCED 7/800

MHZ MOBILE

7 $3,518.00

$2,568.14

$17,976.98

W665BF

ADD: BASE STATION OP APX

7 $77.00

$56.21

$393.47

G996AS

ENH: OVER THE AIR

PROVISIONING

7 $110.00

$80.30

$562.10

G91AF

ADD: CNTRL STATION PWR
SUPPLY

7 $296.00

$216.08

$1,512.56

GA00235AA

ADD: NO GPS ANTENNA

NEEDED APX

7 $0.00

$0.00

G66BJ

ADD: DASH MOUNT E5 APXM

7 $138.00

$100.74

$705.18

QUOTE-2975529
2025 Radio Project

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Page 3 ends

Redlands Regular Meeting of 06-03-25
1243 of 1245

Line #

Item Number

Description

Qty

List Price

Sale Price

Ext. Sale Price

G51AU

ENH: SMARTZONE
OPERATION APX6500

7 $1,320.00

$963.60

$6,745.20

G142AD

ADD: NO SPEAKER APX

7 $0.00

$0.00

GA05100AA

ADD: STD WARRANTY - NO

ESSENTIAL

7 $0.00

$0.00

G298AS

ENH: ASTRO 25 OTAR W/

MULTIKEY

7 $814.00

$594.22

$4,159.54

G843AH

ADD: AES ENCRYPTION AND
ADP

7 $523.00

$381.79

$2,672.53

G444AH

ADD: APX CONTROL HEAD

SOFTWARE

7 $0.00

$0.00

G335AW

ADD: ANT 1/4 WAVE
762-870MHZ

7 $15.00

$10.95

$76.65

G806BL

ENH: ASTRO DIGITAL CAI OP
APX

7 $567.00

$413.91

$2,897.37

GA01670AA

ADD: APX E5 CONTROL HEAD

7 $717.00

$523.41

$3,663.87

QA09113AB

ADD: BASELINE RELEASE SW

7 $0.00

$0.00

W382AM

ADD: CONTROL STATION

DESK GCAI MIC

7 $186.00

$135.78

$950.46

G361AH

ENH: P25 TRUNKING

SOFTWARE APX

7 $330.00

$240.90

$1,686.30

6 NNTN8844B

CHARGER, MULTI-UNIT,
IMPRES 2, 6-DISP, NA/LA-

PLUG, ACC USB CHGR

5 $1,705.20

$1,244.80

$6,224.00

7 NNTN8860B

CHARGER, SINGLE-UNIT,
IMPRES 2, 3A, 115VAC, US/NA

20 $186.50

$136.15

$2,723.00

APX™ 6500 / Enh Series

ENHANCEDAPX6500

8 M25URS9PW1BN

APX6500 ENHANCED 7/800

MHZ MOBILE

7 $3,518.00

$2,568.14

$17,976.98

W665BF

ADD: BASE STATION OP APX

7 $77.00

$56.21

$393.47

G996AS

ENH: OVER THE AIR

PROVISIONING

7 $110.00

$80.30

$562.10

G91AF

ADD: CNTRL STATION PWR
SUPPLY

7 $296.00

$216.08

$1,512.56

GA00235AA

ADD: NO GPS ANTENNA

NEEDED APX

7 $0.00

$0.00

G66BJ

ADD: DASH MOUNT E5 APXM

7 $138.00

$100.74

$705.18

G51AU

ENH: SMARTZONE
OPERATION APX6500

7 $1,320.00

$963.60

$6,745.20

QUOTE-2975529
2025 Radio Project

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Page 4 ends

Redlands Regular Meeting of 06-03-25
1244 of 1245

Line #

Item Number

Description

Qty

List Price

Sale Price

Ext. Sale Price

G142AD

ADD: NO SPEAKER APX

7 $0.00

$0.00

GA05100AA

ADD: STD WARRANTY - NO

ESSENTIAL

7 $0.00

$0.00

G298AS

ENH: ASTRO 25 OTAR W/

MULTIKEY

7 $814.00

$594.22

$4,159.54

G843AH

ADD: AES ENCRYPTION AND
ADP

7 $523.00

$381.79

$2,672.53

G444AH

ADD: APX CONTROL HEAD

SOFTWARE

7 $0.00

$0.00

G335AW

ADD: ANT 1/4 WAVE
762-870MHZ

7 $15.00

$10.95

$76.65

G806BL

ENH: ASTRO DIGITAL CAI OP
APX

7 $567.00

$413.91

$2,897.37

GA01670AA

ADD: APX E5 CONTROL HEAD

7 $717.00

$523.41

$3,663.87

QA09113AB

ADD: BASELINE RELEASE SW

7 $0.00

$0.00

W382AM

ADD: CONTROL STATION

DESK GCAI MIC

7 $186.00

$135.78

$950.46

G361AH

ENH: P25 TRUNKING

SOFTWARE APX

7 $330.00

$240.90

$1,686.30

Subtotal
$1,032,947.40

Total Discount Amount
$278,895.57

Estimated Tax

$65,979.54

Grand Total
$820,031.37(USD)

Notes:

QUOTE-2975529
2025 Radio Project

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Page 5 ends

Redlands Regular Meeting of 06-03-25
1245 of 1245

Redlands City CouncilJune 3, 2025

Redlands City Council
June 3, 2025