1 AGREEMENT FOR CONSULTING SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND VOX NETWORK SOLUTIONS, INC.
THIS AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Vox Network Solutions, Inc., a Delaware corporation ("Consultant" or “Contractor”).
The parties hereby agree as follows:
1. Description of Project or Scope of Services. The project description or scope of services to be provided by Consultant, and any corresponding responsibilities of City, or services required to be performed by City are set forth in Exhibit "A."
2. Term and Time of Completion. Consultant shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".
3. Compensation. City agrees to pay Consultant for work performed in accordance with Exhibit "C".
* * * * *
GENERAL PROVISIONS
1. Independent Contractor. Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Consultant shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant's sole responsibility.
2. Brokers. Consultant acknowledges, represents and warrants that Consultant has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.
3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Consultant shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials, 2 shall be specific for the project herein and shall not be used by the City for any other project without Consultant's consent. Notwithstanding the foregoing, Consultant shall not be obligated to assign any proprietary software or data developed by or at the direction of Consultant for Consultant's own use; provided, however, that Consultant shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.
4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.
Inspections by the City shall not relieve or minimize the responsibility of Consultant to conduct any inspections Consultant has agreed to perform pursuant to the terms of this Agreement. Consultant shall be solely liable for said inspections performed by Consultant. Consultant shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Consultant hereunder.
5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C", the City in its sole discretion may, upon notice to Consultant, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Consultant. City shall furnish Consultant to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Consultant's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant.
6. Records. Consultant, including any of its subcontractors shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Consultant, including any of its subcontractors shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Consultant's completion of performance of this Agreement.
Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be performed and paid for in accordance with the following:
Only the City Council, City Manager, or the Department Head responsible for the administration of, or supervision of the scope of work under, this Agreement may 3 authorize extra and/or changed work. Consultant expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Consultant to secure the written authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Consultant thereafter shall be entitled to no compensation whatsoever for performance of such work.
If Consultant is of the opinion that any work which Consultant has been directed to perform is beyond the scope of this Agreement and constitutes extra work, Consultant shall promptly notify the City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, City shall provide extra compensation to Consultant on a fair and equitable basis. A written amendment providing for such compensation for extra work shall be executed by Consultant and the City.
8. Additional Assistance. If this Agreement requires Consultant to prepare plans and specifications, Consultant shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Consultant shall issue any necessary addenda to the plans and specifications as requested. In the event Consultant is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.
9. Professional Ability. Consultant acknowledges, represents and warrants that Consultant is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement.
Consultant shall perform in accordance with generally accepted professional practices and standards of Consultant's profession.
10. Business License. Consultant shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the project or services hereunder, immediately upon written notice to Consultant. In the event of any such termination, Consultant shall be compensated for: (1) all 4 authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Consultant for this Agreement, prior to Consultant’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Consultant is not able to cancel such orders. Compensation for Consultant in such event shall be determined by the City in accordance with the percentage of the project or services completed by Consultant; and all of Consultant's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
12. Termination in the Event of Default. Should Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Consultant shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages if any, sustained by the City by virtue of Consultant's breach of this Agreement.
13. Conflict of Interest. Consultant acknowledges, represents and warrants that Consultant shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Consultant further acknowledges, represents and warrants that Consultant has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Consultant acknowledges that in the event that Consultant shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.
14. Indemnity Design Professional Services. In connection with its design professional services and to the maximum extent permitted by law, Consultant shall hold harmless and indemnify City, and its officials, officers, employees, agents, and designated volunteers (collectively, “Indemnitees”), with respect to any and all claims, demands, causes of action, damages, injuries, liabilities, losses, costs or expenses, including reimbursement of attorneys’ fees and costs of defense, which arise out of, pertain to, or relate to in whole or in part to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, subcontractors, or agents in the performance of its design professional services under this Agreement.
5 a. Other Indemnities. In connection with any and all claims, demands, causes of action, damages, injuries, liabilities, losses, costs or expenses, including attorneys’ fees and costs of defense (collectively, “Damages” hereinafter) not covered by the foregoing paragraph, and to the maximum extent permitted by law, Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Damages, which arise out of, pertain to, or relate to the acts or omissions of Consultant or any of its officers, employees, subcontractors, or agents in the performance of this Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of the City. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Damages. Notwithstanding the foregoing, nothing in this Section 14 shall be construed to encompass Indemnitees’ active negligence to the limited extent that this Agreement is subject to Civil Code Section 2782(b). Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement. b. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Consultant because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
c. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
15. Insurance. Consultant shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.
16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
17. Compliance with Laws. Consultant shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws. a. Acknowledgement. Consultant acknowledges that eight (8) hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to the City, forfeit twentyfive dollars ($25) for each worker employed in the performance of this 6 Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one calendar week. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor’s compliance with Labor Code Sections 1810, 1813 and 1815, and Consultant shall include in the written contract between it and each subcontractor copies of Labor Code Sections 1810, 1813 and 1815 and a requirement that each subcontractor shall comply with these aforementioned sections. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor comply with Labor Code Sections 1810, 1813 and 1815, Consultant shall diligently take corrective action to halt or rectify the failure.
b. Prevailing Wages. City and Consultant acknowledge that this project is a public work to which prevailing wages apply. Consultant shall comply with the Agreement to Comply with California Labor Law Requirements set forth in Exhibit “E”, which is attached hereto and incorporated by reference.
18. Limitations upon Subcontracting and Assignment. Consultant acknowledges that the services which Consultant shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Consultant shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Consultant, Consultant shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Consultant and subcontractor. Any attempt by Consultant to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.
The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Consultant or twenty-five percent (25%) or more the voting control of Consultant (whether Consultant is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.
Further, the involvement of Consultant or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Consultant’s assets occurs, which reduces Consultant’s assets or 7 net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.
19. Subcontractors. Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Consultant shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Consultant and City may be used to assist in the interpretation of the exhibits to this Agreement.
21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Consultant.
23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Consultant hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.
24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Consultant, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
25. Time of Essence. Time is of the essence of this Agreement.
26. Confidentiality. To the extent permissible under law, Consultant shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of 8 law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
29. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys’ fees (including expert witness fees) and costs.
This provision shall survive the termination of this Agreement.
30. Claims. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.
31. Interpretation. Consultant acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Consultant warrants as follows: Consultant possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Consultant, at Consultant's expense, including shipping.
Consultant shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.
33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed, and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Consultant warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Consultant, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Consultant.
9 35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SIGNATURES FOLLOW ON NEXT PAGE
10 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 19th day of July, 2022.
CITY OF REDONDO BEACH VOX NETWORK SOLUTIONS, INC.,
a chartered municipal corporation a Delaware corporation
__________________________ By: _______________________
William C. Brand, Mayor Name:_______________________
Title: _______________________
ATTEST: APPROVED:
__________________________ __________________________
Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
__ ____
Michael W. Webb, City Attorney
11 EXHIBIT "A"
PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
I. PROJECT: The Project shall consist of replacing the existing City phone system with a new RingCentral/Avaya Cloud Office Unified Communication as a Service system (UCaaS); building and programming the system to City specifications as determined during the Planning and Design sessions; replacing all current City phones with new phones, analog devices connected, and paging systems integrated; and training all City staff on the new system and provide cutover coverage to City staff to ease the transition to the new system. The Project Team shall plan, program, deploy and provide cutover support. Consultant has subcontracted with RingCentral.
II. CONSULTANT’S DUTIES
A. Project Management
Consultant shall:
1. Assign a designated Project Manager (“PM”). For a period of up to six (6) months commencing upon Project Kickoff, ensure the PM will act as Single Point of Contact for delivery services, following the Project Management Institute (PMI) standard methodology, and will collaborate with the Consultant PM to deliver blended services to fulfill the services described herein.
2. Ensure the Consultant PM performs the following services in connection with this Statement of Work (“SOW”):
a. Provide internal and external kickoff session hosted by Consultant; b. Create and manage Project governance, to include:
i. Project plan and Schedule;
ii. Communication plan, resource plan, escalation plan, change plan, test plan;
iii. Action and risk register;
c. Complete resource assignment and scheduling in alignment with the Project schedule;
d. Set up of project documentation and timelines in collaboration with designated City Single Point of Contact;
e. Identify, communicate and mitigate Project risks and issues; f. Align scope of services with City’s expectations during kickoff; 12 g. Develop, review, authorize, implement, and manage change requests and interventions (Perform Change Management) to achieve Project outputs;
h. Facilitate and lead regular status update meetings, organize planning sessions and City steering committees, as applicable; i. Complete scoped work effort and go live support; and j. Perform closure procedures at the conclusion of the Project activities.
B. Planning and Design - Planning and Design (“P&D”) and Business Requirements Document (“BRD”)
Consultant shall initiate the Planning and Design process and introduce the Business Requirements Document to the City at the beginning of the Project, which shall consist of structured planning activities for a period of up to eight (8) weeks. This process shall define and capture the Project-wide deployment holistically, including all sites and a total of 469 Stations/users as defined in Exhibit “G”.
1. Include up to ten (10) design documentation collection session(s) with this project delivery.
2. Ensure all groups provide data during their assigned data collection process over a one (1) week period for a total of eight (8) supported weeks and contribute to a universal design documentation across all lines of business / business units.
3. Additional data collections are available to the City for further breakout and may be billable in accordance with Exhibit “C”.
4. Within the data collection include the following details:
a. City Site Information;
b. User Upload;
c. Data collection for End-User and Administrator Training; d. Porting data;
e. Call flow(s);
f. Roles and Permissions;
g. Delivery Overview; and
h. Go-Live Readiness Report Card
5. Ensure the fully reviewed BRD is signed off by City’s Project Manager and the Consultant PM prior to moving to deployment. Material changes to the BRD made after mutual execution may incur additional charges in accordance with the rate schedule provided in Exhibit “C”.
6. Delay in completing and returning City documentation may result in an adjustment of project timeline and additional fees.
13 C. Network Readiness Assessment
Consultant shall provide the City with one (1) assessment of the City’s primary Internet Service Provider (ISP) connection to and from Consultant.
This connection shall be at the City’s firewall (edge).
1. Consultant’s Network Engineer provides the following:
a. Consultant’s Network Requirements Documentation;
b. Satellite installation guide;
c. Assistance with satellite installation;
d. Document and share results of network assessment for City reference;
2. Site assessments not completed prior to Go-Live will result in the forfeiture of the assessment for this Project.
3. Additional network assessments or consultations may incur additional charges in accordance with the rate schedule provided in Exhibit “C”.
This may include additional ISP links or sites.
D. Office Build - Moderate User Interface (“UI”) Multi-Phased Build Out
1. Consultant shall remotely configure the following interfaces in the system (“UI Build Out”) based on the specifications agreed to between the parties in the BRD as follows.
a. Up to 469 number of users
b. Up to forty (40) Unique Call Flows, a call flow includes:
i. Up to forty (40) Custom answering rules
ii. UP to forty (40) IVR prompts with key actions
c. Up to forty (40) Call Queue and Ring Groups [including up to ten (10) Live Reports]
d. Up to three (3) Custom Roles
i. Service plan must support Custom Roles
e. Up to three (3) Templates
2. Customization and Substitute Caller ID (Spoofing) configuration may incur additional charges in accordance with the rate schedule provided in Exhibit “C”. Substitute Caller ID Spoofing is a reference to the period of time where The City is assigned temporary DID numbers while the porting of the current DID number is being completed. Typically, this is a 24 hour period. In the event the City requests temporary DID numbers (while the porting is done) spoofed to say “The City of Redondo Beach”, a subsequent amendment would be executed. If the City does not request spoofing, he City has the option to set any form of outbound caller ID by station level or within the admin portal once the DIDs are ported over to RC.
14 E. Analog Gateway Provisioning and Installation (Qty: 1 ) Consultant shall deliver the following services for the provisioning and installation of the Analog Gateways:
1. Document Environmental Requirements
2. Provide necessary documentation for installation and connecting gateways to the RingCentral network.
3. Collect City Data (Analog Gateway Spreadsheet)
4. Build analog users within the RingCentral Service Web
5. Extract Analog Gateway Details from Service Web and generate Incremental Configuration File.
6. Provide, rack, stack and configure Gateways to support the analog devices.
7. Provide remote support to assist on-site technician in the load of Incremental Configuration file.
8. Cutover existing analog wiring to Analog Gateways during a single system cutover event
9. Perform final configuration changes during the scheduled maintenance window
F. Overhead Paging
Overhead Paging Support – Overhead paging is based on 3rd party hardware on the City’s existing system. Consultant shall ensure the Project Team provides remote and onsite support to integrate installed paging interfaces and integrate with existing overhead paging at the locations set forth below.
1. Document environmental and configuration requirements
2. Configure and install support hardware paging Interfaces for integration to City provided existing paging amplifiers at (6) locations a. City Hall
b. Police Main Station
c. Main Library
d. North Branch Library
e. Fire Station 1
f. Fire Station 2
3. Configure support and test IP paging integration at (6) locations 15 G. Installation of Phones
Consultant shall:
1. Install the new phones starting on Friday and finishing on Saturday.
The City’s offices are closed every-other Friday and this will be utilized for the installation and removal of the City’s existing phones. a. Pick up the old phones and place in a central area for the City to Dispose of the old phones.
2. Install Algo SIP Door Phones at designated locations. (5) 8201 SIP Intercom phones and (4) SIP Door Phones
H. Training Services
Provide the following training:
1. Provide up to six (6) hours of pre-training consultation with a dedicated Training Specialist.
2. Deliver two (2) custom training plan that outline the recommended remote instructor led training and eLearning in RingCentral University for both end users and administrators. Present the custom training plan during a meeting between the City and the dedicated training specialist where the document will be reviewed, and questions will be addressed
3. Deliver end user training onsite and/or remotely via live instructor on basic phone and voicemail operation as follows.
a. Five consecutive business days (Monday thru Friday) training prior to cutover, delivered across sites as defined in the training plan. b. Up to four hours training delivered as follow up two weeks post cutover.
c. Soft copy of user guides shall be provided.
4. Provide up to twenty (20) hours of remote instructor-led training. Courses shall be provided via the RingCentral University live training catalog:
https://university.ringcentral.com/page/live- training-catalog. Upon City’s request, customize delivery of the course to meet the unique needs of the City.
I. System Integration Testing (SIT)
Consultant shall complete System Integration Testing (SIT) following final configuration prior to handoff to the City to start User Acceptance Testing (UAT).
J. Unit Acceptance Testing (UAT)
1. City and Consultant shall enact a mutual software / code freeze prior to start of SIT and UAT.
2. Upon City providing the document listing the outcome of all UAT scenarios at the completion of testing to the Consultant PM, Consultant 16 shall review, provide resolutions, and provide an expected variation resolution date and submit back to the City for additional testing.
3. Upon City’s request, Consultant shall provide a RingCentral Implementation Engineer for up to one (1) hour of additional guided training to UAT participants, specific to the test criteria.
4. Upon completion of all UAT scenarios, the City will submit final written completion of testing to Consultant prior to scheduling go live. Consultant shall append the design document output to include completed UAT criteria in the final published output document.
K. RingCentral Delivery Services
Cutover and Go Live Services
1. Prior to cutover, ensure Project Team installs all new IP stations during business hours and validate registration to ACO cloud.
2. Ensure Project Team provides remote and onsite cutover and Go Live (first day of business) services to complete the following:
a. Provide onsite and remote support for a single out of hours cutover event consisting of the following:
i. Number porting and testing
ii. Migration of analog and paging connections to new system and testing
iii. Execute mutually defined cutover test plan in collaboration with City
b. Provide Go Live/First Day Support
i. Provide remote programming support and 2 x onsite resources for 2 x Business Days following cutover event.
ii. Document open issues in action log.
c. Transition into support services.
d. Perform closure procedures at the conclusion of project activities.
L. City’s Telephone Number Porting
Consultant shall all submit all porting requests to the losing carrier and ensure that all porting is successful to the RingCentral networks where applicable.
1. Consultant is not responsible for the portability of any individual number or group of numbers.
2. Consultant shall ensure the RingCentral Project Manager shall manage the submission of port requests and shall coordinate
rejections/resubmissions with City on a per location basis for up to 90 days from submission.
3. Consultant shall ensure porting submissions include number mapping to the correct end users on City’s network.
17 4. Consultant shall assist the City with any additional port rejections after 90 days.
M. Hours of Operation
Unless otherwise provided herein, Consultant’s Standard Service Hours are between 8:00 AM to 5:00 PM local site time, Monday-Friday, excluding holidays (“Standard Service Hours”). In the event work is Work requested and performed outside Standard Services Hours will be subject to overtime charges via executed Change Order
N. Other Items
If an item is not listed in this Exhibit “A”, but is reasonably required in order to complete this Project, Consultant shall provide those duties and deliverables at no extra charge if it relates to the hardware, software or services being provided by Contractor.
III. CITY’S DUTIES
A. City Responsibilities
City will be responsible for the following items.
1. The City’s LAN/WAN infrastructure.
2. Network minimum requirements for RingCentral as a Service model:
a. Quality of Service (QoS) configuration;
b. Firewall or Access Control List (ACL) configuration; and c. Power over Ethernet (POE) port activation / configuration.
3. Configuration and software installation on City PCs.
4. Disposal of any legacy equipment.
5. Customizations on individual User endpoints, or phone settings.
6. Provide work space for Consultant’s on-site personnel (as scoped).
7. Existing overhead paging equipment on premise.
8. Postage Machines.
9. Credit Card or Point of Sale (POS) Machines.
10.Headsets.
11.Analog Devices.
12.Third party Applications.
13.Input Registered E911 Address and location information to Service Web.
B. Analog Gateway Provisioning and Installation (Qty: 1 ) City will:
1. Provide Environmental Requirements for Gateways to include, but not limited to rack space, power, Network and cabling.
2. Consolidate existing analog port on existing platform to meet capacity requirements per analog gateway design.
18 3. Provide remote access to Analog Gateways.
4. Provide access to telephone room and riser closets.
C. Overhead Paging
City will work with Project Team to complete testing of all scoped paging, and support any programming requirements required on paging system delivery side.
D. RingCentral Delivery Services
City will provide floor plan indicating location of each IP station, labeled with extension number and set type. The floor plan paired with the master cut sheet for user programming will govern the proper installation and testing of all phones.
E. Unit Acceptance Testing (UAT)
1. City will designate users to complete application testing in mock realworld scenarios to validate the RingCentral build matches the mutually agreed design documentation during UAT.
2. City will define the UAT scenarios or stories by phase and record the mutually agreed criteria as an Appendix in the design documentation prior to mutual execution as the document of record.
a. If UAT scenarios are not specified by the City, then work is deemed accepted and ready for go live upon notice from Consultant that the work is complete and ready for testing.
3. City will complete all pre-recorded online training sessions for agent, supervisor, and/or admin related to their job role prior to starting UAT if participating in UAT.
a. Document the outcome of all UAT scenarios are documented in a written format and provide to Consultant at completion of testing. b. Provide any variation in expected results (errors, flaws, failures, adjustments) in writing to the Consultant PM for review and resolution. c. Upon completion of all UAT scenarios, the City will submit final written completion of testing to Consultant prior to scheduling go live.
4. The City and Consultant will enact a mutual software / code freeze prior to start of SIT and UAT.
5. City will perform UAT within ten (10) calendar days of application handoff from Consultant for any Deliverables, unless otherwise mutually agreed by the parties considering the nature or scope of the Deliverable in writing prior to start of testing.
6. City will then diligently continue UAT until its completion, which shall be completed no later than twenty (20) business days after commencement of UAT. City’s failure to complete UAT by such time will be deemed City’s acceptance of the applicable Deliverables.
19 7. Any City changes in software or code following written UAT completion resulting in new application behaviors may result in additional charges to the City via a subsequent amendment for troubleshooting and issue resolution.
8. The City may request additional days of UAT support. However. City may incur additional charges in accordance with the rate schedule provided in Exhibit “C”.
F. City’s Telephone Number Porting
1. City will authorize the telephone number(s) porting to Consultant.
2. City will not unreasonably withhold the sign-off the Professional Services Project Completion Signoff Document for delays in the porting of the numbers.
3. City will be responsible for any additional port rejections after 90 days.
4. City will provide billing information, City Service Record (CSR), and authorized signer for each location.
G. Other Items
If an item is not listed and is solely related to the inner workings of City’s LAN/WAN, IT network, or business processes, it will be the responsibility of the City. City will work with Contractor on these items.
IV. ORDER OF PRECEDENCE. The following exhibits are incorporated into the Agreement.
Exhibit “A”: Scope of Work
Exhibit “B": Schedule for Completion
Exhibit “C": Compensation:
Exhibit “D”: Insurance Requirements for Consultants
Exhibit “E”: Agreement to Comply with California Labor Law Requirements Exhibit “F”: Request for Proposal (RFP)
Exhibit “G”: Response to RFP
In the event of any conflict among the provisions of the Agreement and Exhibits, the terms of this Agreement shall govern, then the terms of Exhibit “A”, Exhibit “B”, Exhibit “C”, Exhibit “D”, Exhibit “E”, Exhibit “F”, and Exhibit “G”. Any language in Exhibit “F” and Exhibit “G”, which does not pertain to the project description, proposal, or scope of services to be provided by Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
20 EXHIBIT "B"
SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence July 19, 2022, and expire July 18, 2023 (“Term”), unless otherwise terminated as herein provided. City and Consultant will establish Project timelines at the beginning of the Project cycle. 21 EXHIBIT "C"
COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.
1. AMOUNT. Consultant shall be paid in accordance with the attached equipment compensation and rate schedules (Attachments C-1 and C-2). Unless otherwise provided herein, the rates in Attachment C-2 shall only apply if the City requests additional services outside the scope of Exhibit “A”
2. NOT TO EXCEED AMOUNT. In no event shall the total compensation paid to Consultant exceed $378,778.62.
3. METHOD OF PAYMENT. Consultant shall provide invoices indicating the services and tasks performed during the prior month to City for approval and payment.
Invoices must detail services performed, dates of the services, equipment delivered, unit price of equipment, quantity of equipment, total amount, and hourly rate if applicable. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant may be required to provide back-up material upon request.
4. SCHEDULE FOR PAYMENT. City agrees to pay Consultant as follows, provided, services are completed to City’s full satisfaction.
A. 25% upon activation of the Avaya Cloud Office service.
B. 25% due upon equipment delivery
C. 40% upon completion of User Acceptance Testing completion D. 10% due within 30 days of Delivery and Acceptance, net of any additions or deletions approved by the City
5. NOTICE. Written notices to City and Consultant shall be given by email, registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Consultant: VOX Network Solutions, Inc.
130 Produce Avenue, Suite 130
South San Francisco, CA 94080
Attention: Alberto Otazua
22 Email: [email protected]
City: City of Redondo Beach
Information Technology Department
415 Diamond Street
Redondo Beach, CA 90277
Attention: Christopher Benson, IT Director
Email: [email protected]
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail and the next business day if sent by email. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
23 ATTACHMENT C-1
EQUIPMENT COMPENSATION SCHEDULE
HARDWARE
Subtotal: $9,488.83
SALES TAX
Subtotal: $1,146.54
SUMMARY
Description Recurring One-Time
HARDWARE $0.00 $9,488.83
Sales Tax $0.00 $1,146.54
AVAYA CLOUD OFFICE Professional Services Deployment Statement of Work $0.00 $81,083.30 Subtotal: $0.00 $91,718.67
Shipping: $2,580.00
Total: $0.00 $94,298.67
Project Total: $94,298.67
Description Price Qty Ext. Price
8028 SIP POE Intercom Stainless Steele $421.35 5 $2,106.75 8201 SIP Door Phone $567.52 4 $2,270.08
700513569 Avaya J179 IP Phone - Corded - Corded - Wall Mountable, Tabletop - VoIP - 2 x Network (RJ-45) - PoE Ports
$0.00 435 $0.00
700512402 Avaya Wireless Module - Wireless LAN - Bluetooth - IEEE 802.11ac for IP Phone
$0.00 350 $0.00
700514337 J100 EXPANSION MODULE 24 $0.00 15 $0.00
700512377 PWR ADPTR 5V 1600 SER US LEV - J139/169/179 $0.00 435 $0.00 MediaPack-124 Analog VoIP Gateway $2,292.00 1 $2,292.00 Valcom VRCPA $470.00 6 $2,820.00
Description Price Qty Ext. Price
Sales Tax – Sales Tax 9.5% for Redondo Beach, CA Estimate (Equipment & Handling)
Avalara
$1,146.54 1 $1,146.54
24 ATTACHMENT C-2
PROFESSIONAL SERVICES RATE SCHEDULE
Offer Price
(USD)
Comments Type
Remote
Implementation -
Limited Extensions
$75
thru
$98
Remote Implementation based on complexity in three tiers:
Tier 1 Basic - $ 75
Tier 2 Moderate – $ 85
Tier 3 Advanced - $ 98
Flat Fee
Direct Routing
Configuration
Programming
$1,725 Flat Fee
End User Training $370 Per course Flat Fee
Admin Training $736 Per course Flat Fee
Go Live Support &
Training (Onsite)/Per
day/Per resource
$1,840 RingCentral Professional Services will provide a resource for on-site delivery services
Flat Fee per
Day
Trip Charge $ 150 Roundtrip charge Flat Fee
Pro Services Hourly
Rate
$272 Pro Services Hourly Rate
API Development /
Consulting
$529 This is handled through our 'Advanced Solution Architecture' Group. Hourly Rate Project Manager $ 195 Additional oversight/coordination Hourly Rate Technician – Regular
Time
$ 150 Onsite Hourly Rate
Technician –
Overtime
$ 210 Onsite Hourly Rate
25 EXHIBIT “D”
INSURANCE REQUIREMENTS FOR CONSULTANTS
Without limiting Consultant's indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers' Compensation insurance as required by the State of California.
Employer's Liability Insurance.
Errors and Omissions liability insurance appropriate to the consultant's profession.
Architects' and Engineers' coverage is to be endorsed to include contractual liability.
Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project/location.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Errors and Omissions liability: $1,000,000 per occurrence.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Consultant shall provide a financial guarantee 26 satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance, or as a separate owner's policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.
For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Errors and Omissions policy, if written on a claims made basis, shall be maintained by the Consultant for a period of one year after the completion of the project.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant's part. 27 Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City's requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements are to be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.
Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
28 EXHIBIT "E"
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. Contractor acknowledges that the project as defined in this Agreement between Contractor and the City, to which this Agreement to Comply with California Labor Law Requirements is attached and incorporated by reference, is a “public work” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”), and that this Agreement is subject to (a) Chapter 1, including without limitation Labor Code Section 1771 and (b) the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. Contractor shall perform all work on the project as a public work. Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.
3. Pursuant to Labor Code Section 1771.4, Contractor shall post job site notices, as prescribed by regulation.
4. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.
5. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit the maximum amount allowable by law for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.
6. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the City of the location of the records.
7. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. 29 8. Contractor acknowledges that eight (8) hours labor constitutes a legal day’s work. Contractor shall comply with and be bound by Labor Code Section 1810.
Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 and 1/2 times the basic rate of pay.
9. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require 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 such provisions before commencing the performance of the work of this contract.”
10. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Contractor shall diligently take corrective action to halt or rectify any failure.
11. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor’s expense with counsel acceptable to the City) the City, its officials, officers, employees, agents, independent contractors, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Contractor under this Section shall survive termination of the Agreement.