SOURCE WELL Stretch Agreement
Sourcewell Stretch Agreement (Contract #121923-CDW)
between CDW Government LLC and City of San Mateo
This agreement ("Agreement") is entered into upon the date of the last party's signature ("Effective Date") by and between CDW Government LLC ("CDW •G or Seller") located at 230 N. Milwaukee Ave, Vernon Hills, IL 60061 and City of San Mateo ("Customer").
The Agreement is as follows:
1. Term. The term of the Agreement shall commence as of the Effective Date and continue in full force and effect until February 27, 2028, which is the termination date of Sourcewell Contract #121923- CDW. Should the termination date of Sourcewell Contract #121923-CDW be extended beyond February 27, 2028, the Agreement shall also be extended coterminous. Either Party may terminate this Agreement without cause upon thirty (30) days prior written notice. Either Party may terminate this Agreement for cause if the other Party fails to cure a material default in the time period specified herein.
Any material default must be specifically identified in a written notice of termination. After written notice, the notified Party will have thirty (30) days to remedy its performance, except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable time period provided for herein will give cause for immediate termination, unless such default is incapable of being cured within the time period in which case the defaulting Party will not be in breach (except for Eligible Purchasers' payment obligations) if it used its reasonable efforts to cure
2. Customer Affiliates as defined by Exhibit A.
3. Pricing Program as defined by Exhibit B.
4. Zoom Program as defined by Exhibit C.
5. Balance of Terms. Other than the items specifically contemplated herein, the balance of the terms of sale shall be consistent with the Sourcewell Contract #121923-CDW.
In WITNESS WHEREOF, the parties have executed and delivered this Agreement as a document under seal as of the Effective Date.
CDW Government LLC City of San Mateo
By: By:
(Authorized signature) (Authorized Signature)
Printed Name Printed Name
Title: Title:
Date: Date:
Exhibit A - Customer Affiliates
Sourcewell Stretch Agreement
between CDW•G
and Customer
6671948
Exhibit B - Pricing
Sourcewell Stretch Agreement
between CDW•G
and Customer
The following link contains discounts applicable to the Sourcewell Contract #121923-CDW for purchases made under this Sourcewell Stretch Agreement. Discounts are referenced to CDW-G's National Advertised Price.
Sourcewell 121923 Products & Services Pricing
Exhibit C - Zoom Program
The following details the Customer's Zoom Cancel and Replace Order program ("Zoom Program").
Zoom Program includes hardware and services. The Zoom Program is made up of three documents:
1. Hardware Quote PBCS834
2. ' Customer Service Order Form
3. Bill of Materials
4. Zoom Terms of Service
5. Implementation Statement of Work
6. Provisioning Form
Zoom Program Details
• Order Type: Cancel and Replace
• Free Period Start Date: Upon provisioning - 3/1/2026
Paid Period Start Date: 3/1/2026
Quote Reference Number: CDW-City-4707
Zoom Licensing
Term Cost Summary Total Cost
From provisioning date to $0
03/01/2025
03/01/2025 - 03/01/2026 $0
03/01/2026 - 03/01/2027 $84,000 Calling $101,723.80
$17,723.80 Meetings
03/01/2028 - 03/01/2029 $84,000 Calling $101,723.80
$17,723.80 Meetings
03/01/2029 - 03/01/2030 $84,000 Calling $101,723.80
$17,723.80 Meetings
First Year Summary
• Includes Phones, Gateways, InformaCast, and Professional Services Total Cost: $212,462.52
Thank you for choosing CDW. We have received your quote.
CDWG.
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QUOTE CONFIRMATION
STEVE ENGLE,
Thank you for considering CDW•G for your technology needs. The details of your quote are below. If you are an Procurement or single sign on customer, please log into your system to access the CDW site. You can search for your quote to retrieve and transfer back into your system for processing.
For all other customers, click below to convert your quote to an order.
This quote is subject to CDW's Third Party Cloud Services Order Form Terms and Conditions set forth https://www.cdwg.com/content/cdwg/en/terms-conditions/third-party-cloud-services-order-form-ter ms-and-conditions-.html
Convert Quote to Order
QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL PBCS834 8/6/2024 PBCS834 6671948 $160,597.77
QUOTE DETAILS
ITEM QTY CDW# UNIT PRICE EXT. PRICE
AudioCodes MediaPack 504 Analog VoIP Gateway with 4 FXS 7412517 $365.37 $3,288.33 Voice Interface
Mfg. Part#: MP504/4S/SIP
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes Customer Support Advance Hardware 5514344 $21.217 $190.89 Replacement Service - extended
Mfg. Part#: AHR-M500_S14/YR
UNSPSC: 81111811
Electronic distribution - NO MEDIA
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes MediaPack 508 Analog VoIP Gateway with 8 FXS 1 7425036 $651.76 $651.76 Voice Interface
Mfg. Part#: MP508/8S/SIP
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes Customer Technical Support 9x5 Program - 1 5294167 $91.33 $91.33 extended service agreem
Mfg. Part#: ACTS9X5-M500_S17/YR
UNSPSC: 81111811
Electronic distribution - NO MEDIA
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes Customer Technical Support Advance Hardware 1 3849867 $36.89 $36.89 Replacement Service
Mfg. Part#: AHR-M500_S17/YR
Electronic distribution - NO MEDIA
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes MediaPack Series MP-124 - VoIP gateway 5 2117324 $1,346.61 $6,733.05 QUOTE DETAILS (CONT.)
Mfg. Part#: MP124/24S/AC/SIP
UNSPSC: 43222605
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes Customer Technical Support 9x5 Program = 5 1844133 $199.29 $996.45 extended service agreem
Mfg. Part#: DVS-MP11X_S4/YR
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes Customer Support - extended service agreement - 5 1988889 $67.34 $336.70 1 year - shipmen
Mfg. Part#: AHR-MP11X_S4/YR
UNSPSC: 81111811
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes MediaPack Series MP-124 - VoIP gateway 3694540 $1,163.47 $2,326.94 Mfg. Part#: MP124/16S/AC/SIP
UNSPSC: 43222605
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes Customer Technical Support 9x5 Program = 1844133 $199.29 $398.58 extended service agreem
Mfg. Part#: DVS-MP11X_S4/YR
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes Customer Support - extended service agreement - 1 1988889 $67.34 $67.34 1 year - shipmen
Mfg. Part#: AHR-MP11X_S4/YR
UNSPSC: 81111811
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
AudioCodes Customer Technical Support 9x5 Program - 7552434 $48,49 $436.41 extended service agreem
Mfg. Part#: ACTS9X5-M500_S14/YR
Electronic distribution - NO MEDIA
Contract: MARKET
Singlewire Cloud Provisioning Fee - service fee - for 1 4785951 $2,105.70 $2,105.70 InformaCast Fusion
Mfg. Part#: SS-CPF-3
Electronic distribution - NO MEDIA
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
InformaCast Fusion - subscription license (5 years) - 1 user 250 4800192 $55.45 $13,862.50 Mfg. Part#: SSF-5YR-USR-TIER 2|
Electronic distribution - NO MEDIA
Contract: Sourcewell 121923 CDWG-Software (121923)
InformaCast Fusion - subscription license (5 years) - 1 750 5026631 $55.45 $41,587.50 additional IP endpo
Mfg. Part#: SSF-5YR-EPA-TIER 3
Electronic distribution - NO MEDIA
Contract: Sourcewell 121923 CDWG-Software (121923)
Yealink MP56 - VoIP phone - with Bluetooth interface 150 6853960 $280.08 $42,012.00 Mfg. Part#: MP56-Z0OM
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
QUOTE DETAILS (CONT.)
Yealink MP54 - VoIP phone 150 6907702 $228,91 $34,336.50 Mfg. Part#: MP54-Z0OM
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
Yealink CP965 - conference VoIP phone - with Bluetooth 4 6812339 $579.04 $2,316.16 interface - 10-way c
Mfg. Part#: CP965
Contract: Sourcewell 121923-CDWG Tech Catalog (121923)
These services are considered Third Party Services, and this purchase is subject to CDW's Third Party Cloud Services Terms and Conditions, unless you have a written agreement with CDW covering your purchase of products and services, in which case this purchase is subject to such other written agreement.
The third-party Service Provider will provide these services directly to you pursuant to the Service Provider's standard terms and conditions or such other terms as agreed upon directly between you and the Service Provider. The Service Provider, not CDW, will be responsible to you for delivery and performance of these services. Except as otherwise set forth in the Service Provider's agreement, these services are non-cancellable, and all fees are non-refundable.
SUBTOTAL $151,775.03
SHIPPING $0.00
SALES TAX $8,822.74
GRAND TOTAL $160,597.77
PURCHASER BILLING INFO DELIVER TO
illing Address Shipping Address:
ITY OF SAN MATE CITY OF SAN MATEO
STEVE ENGLE STEVE ENGLE
330 W 20TH AVE 330 W 20TH AVE
SAN MATEO, CA 94403-1388 SAN MATEO, CA 94403-1388
hone: (650) 522-706 Phone: (650) 522-7062
ayment Terms: NET 30-VERBA Shipping Method: DROP SHIP-GROUND Please remit payments to:
CoR Governe Dive
Suite 10, IL 60675-1515
Sales Contact Info
Kenny Stoller I (877) 246-8092 | [email protected]
LEASE OPTIONS
FMV TOTAL FMV LEASE OPTION BO TOTAL BO LEASE OPTION
$151,775.03 $4,295.23/Month $151,775.03 $4,938.76/Month Monthly payment based on 36 month lease. Other terms and options are available. Contact your Account Manager for details. Payment quoted is subject to change.
Why finance?
• Lower Upfront Costs. Get the products you need without impacting cash flow. Preserve your working capital and existing credit line. • Flexible Payment Terms, 100% financing with no money down, payment deferrals and payment schedules that match your company's business cycles.
• Predictable, Low Monthly Payments. Pay over time. Lease payments are fixed and can be tailored to your budget levels or revenue streams. • Technology Refresh. Keep current technology with minimal financial impact or risk. Add-on or upgrade during the lease term and choose to return or purchase the equipment at end of lease.
• Bundle Costs, You can combine hardware, software, and services into a single transaction and pay for your software licenses over time! We know your challenges and understand the need for flexibility.
Genera Terms and Conditions:
This quote is not legally binding and is for discussion purposes only. The rates are estimate only and are based on a collection of industry data from numerous sources. All rates and financial quotes are subject to final review, approval, and documentation by our leasing partners.
Payments above exclude all applicable taxes. Financing is subject to credit approval and review of final equipment and services configuration.
Fair Market Value leases are structured with the assumption that the equipment has a residual value at the end of the lease term.
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About Us | Privacy Policy | Terms and Conditions
This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http://www.cdwq,com/content/terms-conditions/product-sales,aspx For more information, contact a CDW account manager.
© 2024 CDW•G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239
CDW PEOPLE
WHO
GET IT*
CDW Customer Service Order Form
Zoom Video
Seller: CDW Government LLC
Seller Address: 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 Customer: City of San Mateo
Initial Paid Subscription Term (in months): 12
Renewal Paid Subscription Term (in months): 12 |
Free Services Start Date: N/A
Paid Services Start Date: Billing will start upon provisioning Zoom Quantity Licensed Fee Initial Total
Cloud Services Column Subscription Service
Term Fee
PARI-BIZ-BASE- Per Host $219.90 1 Year* $9,235.80
NHIY Zoom Per Host
Workplace Business
Annual
PARI-WEB-500- Per Host $690.00 1 Year* $690.00
FLIY Webinar 500 Per Host
Annual
PARI-WEB-1000- 2 Per Host $3,400.00 1 Year* $6,800.00
FLIY Webinar 1,000 Per Host
Annual
PARI-ROOM- 2 Per Host $499.00 1 Year* $998.00
BASE-RMIY Zoom Per Host
Rooms Annual
ZP-USCA-UN-500- 800 Per Host $105.00 1 Year* $84,000.00 1YP Zoom Phone Per Host
US/Canada Unlimited
Calling Named User
Annual
ZP-PAYG-USG $Pay As You 1 Year* SPay As
Zoom Phone Pay As Go Usage You Go
You Go Usage Usage
ZP-PAYG-USG- 1 $1.00 1 Year* SPay As
OVG Zoom Phone
Pay As You Go
Usage - Overage Fee
*The subscription term for the Cloud Services will automatically renew for additional terms equal to the Initial Subscription Term (each a "Renewal Term") unless Customer cancels the Cloud Services as set forth below.
Initial Subscription Term Service Fee: $101,723.80
Page of2
Version 2020-08-27
PEOPLE
WHO
GET IT*
Terms:
1. TERMS AND CONDITIONS - Customer's obligations under this Customer Service Order Form, including its payment obligations are subject to the current Third Party Cloud Services Terms and Conditions on Seller's website at Third Party Cloud Services Terms and Conditions, unless Customer has entered into a written agreement with Seller covering Customer's purchase of products and services from Seller ("Existing Customer Agreement"), in which case Customer's obligations shall be subject to the terms of such Existing Customer Agreement.
2. PAYMENT - Customer will pay all Fees (as defined herein) for the use of the Cloud Services as set forth in Seller's invoice, within 30 days after the date of the invoice, or in accordance with such other payment terms that may have been negotiated between Customer and Seller. In addition to the Service Fee for the Cloud Services, Customer will also be responsible for all additional fees for any subscription renewals and extensions, metered usage components consumed by Customer, and other subscriptions, features, products, services, or add-ons that Customer uses within the Cloud Services. Seller will invoice Customer in advance for the monthly or prepaid charges due for the Cloud Services purchased. Seller will invoice Customer in arrears for any metered usage or overage components (e.g., capacity overages, third party content, etc.). The Service Fee for the Cloud Services and all additional fees due hereunder are collectively referred to as "Fees"
3. ADD-ON ORDERS - Any orders submitted by Customer to Seller for Zoom Cloud Services over the next twelve (12) months (the "Add-On Order(s)") will be governed by the terms and conditions of this Customer Service Order Form. All Add-On Order(s) must include the name of the applicable Zoom Cloud Service, the Licensed User Quantity and the length of the initial term (eg., 1, 2, or 3 years). The Initial Subscription Term for any Add-On Order(s) will commence on the date Seller provisions the new Zoom Cloud Services on behalf of Customer.
4. CANCELLATION - If Customer wants to cancel the Cloud Services at the end of the Initial Subscription Term or any Renewal Term, Customer must provide notice of cancellation at least thirty (30) days prior to the expiration of the Initial Subscription Term or Renewal Term. If Customer's notice of cancellation is not received in a timely manner, the Cloud Services will automatically be extended for additional Renewal Terms. Customer will remain financially responsible for the Service Fee for the Cloud Services and all additional fees for any metered usage or overage based fees (e.g., capacity overages, third party content, etc.), and other subscriptions, features, products, services or add-ons, incurred for the Cloud Services prior to cancellation.
5. SERVICE SUSPENSION - In addition to any other rights Seller may have, Seller may suspend or terminate the Cloud Services if Customer fails to pay any Fees within ten (10) business days after the applicable due date.
6. NON-CANCELLABLE/NON-REFUNDABLE - Except as set forth above, the Cloud Services purchased under this Customer Service Order Form are non-cancellable and all Fees paid to Seller are non-refundable.
BY SIGNING BELOW, Customer acknowledges and agrees that it is receiving the Cloud Services directly from Zoom Video Communications, Inc. ("Zoom") pursuant to Zoom's standard terms and conditions or such other terms as agreed upon by Customer and Zoom. Customer further acknowledges that Zoom and not Seller will be responsible for performance of the Cloud Services.
CUSTOMER AUTHORIZED REPRESENTATIVE
Signature:
Name:
Title:
Date:
Version 2020-08-27
BILL OF MATERIALS
Cancel and Replace AUTO RENEW is ON
Partner CDW Today's Date 8/2/2024 Zoom AE Holly Brown CDW PEOPLE WHO
Customer City of San Mateo Quote Expiration Date 9/1/2024 Zoom AE Email holly brown@zoomus GET IT* Partner
Initial Term Renewal Term Billing Product Category Tier Start Part Number (SKU) Product Description Tier End Quantity SKU Pricing Requested Extended Cost (months) (months) Frequency Per Unit Price
12 12 One_Year_Prepay Zoom_Workplace_Business_One_Year_Prepay PAR1-BIZ-BASE-NH1Y Zoom Workplace Business Annual 10 49 42 $219.90 $219.90 $9,235.80 12 12 One_Year_Prepay Video_Webinar_One_Year_Prepay PAR1-WEB-500-FLIY Webinar 500 Annual N/A N/A $690.00 $690.00 $690.00 Webinar 3,000 Annual ~-
12 12 One_Year_Prepay (Video_Webinar_One_Year_Prepay PAR1-WEB-1000-FL1Y N/A N/A $3,400.00 $3,400.00 $6,800.00 12 12 One_Year_Prepay [Zoom_Rooms_One_Year_Prepay PAR1-ROOM-BASE-RMIY Zoom Rooms Annual N/A N/A $499.00 $499.00 $998.00 Zoom Phone US/Canada Unlimited Calling Named User
One_Year_Prepay Zoom_Phone_One_Prepay ZP-USCA-UN-500-1YP 500 999 800 $154.00 $105.00 $84,000.00 Annual
12 One_Year_Prepay Zoom_Phone_One_Prepay ZP-PAYG-USG Zoom Phone Pay As You Go Usage N/A N/A $0.00 $0.00 $0.00 12 12 One_Year_Prepay Zoom Phone One Prepay ZP-PAYG-USG-OVG Zoom Phone Pay As You Go Usage - Overage Fee N/A N/A 1 $1.00 $1.00 $0.00 10 Additional Information Sale Price Totals
Zoom End User License Agreement (https://explore.zoom.us/en/eula-terms-of-service/) Extended Total Cost $101,723.80
ZOOM TERMS OF SERVICE
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE WEBSITE
AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE "SERVICES") OF ZOOM VIDEO COMMUNICATIONS, INC. ("ZOOM") IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.
BY PURCHASING OR UTILIZING THE ZOOM SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THE ZOOM SERVICES ARE NOT AVAILABLE
TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
This is a legal agreement ("Agreement") between You and Zoom for use of the Services which You selected or initiated. "You" refers to the individual who is using or accessing the Services or is registered for the Services either directly with Zoom or through a third party or, if an individual is purchasing the Services on behalf of an entity and is authorized to purchase the Services on behalf of such entity, then "You" refers to such entity. If You do not agree with the terms of this Agreement, do not use or access the Services or, when applicable, click the "Cancel" button and do not purchase the Services.
Any software associated with the Services and website is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
1. SERVICES. Zoom will provide the Services in accordance with this Agreement. The Zoom reseller ("Reseller") through which you are purchasing the Services may use an order form or other ordering mechanism (an "Order Form"), which may contain additional terms and conditions and information regarding the Services you are ordering. The Order Form terms constitute a separate legal agreement between you and the Reseller. Zoom may at its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice. Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to use such Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
2. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF YOUR COMMUNICATIONS. You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate.
You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party. You agree that You are solely responsible for the content ("'Content") sent by You or displayed or uploaded by You in using the Services. You agree that You will not use the Services in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. You further agree not to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organizations) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act. You further agree not to upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Zoom or other users of Services. Recognizing the global nature of the Internet, You also agree to comply with applicable local rules or codes of conduct (including codes imposed by Your employer) regarding online behavior and acceptable content and the transmission of technical data exported from the United States or the country in which You reside. Zoom reserves the right to investigate and take appropriate action against anyone who, in Zoom's sole discretion, is suspected of violating this provision, including without limitation, reporting You to law enforcement authorities. Use of the Services is void where prohibited. Although Zoom is not responsible for any Content in violation of this provision, Zoom may delete any such Content of which Zoom becomes aware, at any time without notice to You. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services. You understand and agree that by displaying, exchanging or uploading Content to a Zoom website, transmitting Content using the Services, or otherwise providing Content to Zoom, You automatically grant (and warrant and represent You have a right to grant) to Zoom a world- wide, royalty-free, sublicensable (so Zoom affiliates, contractors, resellers and partners can deliver the Services) perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content in the course of offering the Services to You and others with whom you are sharing Content using the Services.
3. RESPONSIBILITY FOR CONTENT OF OTHERS. It is possible that other users of the Services ("Users") may violate one or more of the above prohibitions. Zoom assumes no responsibility or liability for such violation. If You become aware of any violation of this Agreement in connection with use of the Services by any person, please contact Zoom at [email protected]. Zoom may investigate any complaints and violations that come to it's attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. However, because situations and interpretations vary, Zoom also reserves the right not to take any action.
Under no circumstances will Zoom be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. If at any time You are not happy with the Services, Your sole remedy is to cease using the Services.
4. ELIGIBILITY. You affirm that You are of legal age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
Although we cannot absolutely control whether minors gain unauthorized access to the Services, access may be terminated without warning if we believe that You are underage or otherwise ineligible.
5. LIMITATIONS ON USE. The Services may be used for internal business or consumer purposes only. You will not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate agreement with Zoom. You will not offer or enable any third parties to use the Services purchased by You, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services. You shall not engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Zoom's security systems.
6. PROPRIETARY RIGHTS. Zoom and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names ("Zoom Marks") associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any Zoom Marks, or other proprietary information (including images, text, page layout, or form) of Zoom without express written consent. You may not use any meta tags or any other "hidden text" utilizing Zoom Marks without Zoom's express written consent.
7. COPYRIGHT. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Zoom may deny access to the Services to any User who is alleged to infringe another party's copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please provide Zoom's Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that You claim has been infringed; (iii) a description of where the material that You claim is infringing is located on the Services; (iv) Your address, telephone number, and email address; (v) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf. Zoom's Copyright Agent for notice of claims of copyright infringement can be reached as follows: email:
[email protected]; regular mail: Zoom, 55 Almaden Blvd, Suite 600, San Jose CA 95113. In the event Your content is removed pursuant to this process, You will receive information on how to file a counter-notice. Notices and counter-notices are legal notices distinct from regular Service activities or communications. As such, they are not subject to Zoom's Privacy Policy.
This means Zoom may publish or share them with third parties at our discretion, and Zoom may produce them pursuant to a legal discovery request.
8. TERMINATION. The provisions of this Agreement will continue in effect following termination of your subscription for the Services.
9. EXPORT RESTRICTIONS. You acknowledge that the Services, or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
10. INJUNCTIVE RELIEF. You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Zoom, its affiliates, suppliers and any other party authorized by Zoom to resell, distribute, or promote the Services ("Resellers"), and under such circumstances Zoom, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
11. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND ZOOM, ITS AFFILIATES, SUPPLIERS AND RESELLERS
EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ZOOM, ITS
AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR
REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM
THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF
ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES
WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY
MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL
BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. ZOOM DOES NOT ASSUME ANY
RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. ZOOM CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK. You agree to indemnify, defend and hold harmless Zoom, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, Zoom, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
12. PRIVACY. Use the Services is also subject to Zoom's Privacy Policy, a link to which is located at the footer on Zoom's website, and which is incorporated into this Agreement by this reference. Additionally, You understand and agree that Zoom may contact You via e-mail or otherwise with information relevant to Your use of the Services, regardless of whether You have opted out of receiving such notices. You also agree to have Your name and/or email address listed in the header of certain communications You initiate through the Services.
13. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL ZOOM OR ITS AFFILIATES, SUPPLIERS OR
RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY
OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY
LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR
OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING
NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ZOOM, ITS
AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ZOOM'S, ITS AFFILIATES,
SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR
EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS
AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
14. MISCELLANEOUS
14.1 Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of California, U.S.A., as applied to agreements entered into and to be performed in California by California residents. The parties consent to the exclusive jurisdiction and venue of the state courts located in and serving Santa Clara County, California and the federal courts in the Northern District of California.
14.2 Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
14.3 General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter, except that if You or Your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. Zoom may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. Zoom will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within five (5) business days of posting changes to this Agreement, they will be binding on You. If You do not agree with the changes, You should discontinue using the Services. If You continue using the Services after such five-business-day period, You will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, You may be notified that You are required to download software and/or agree to additional terms and conditions.
Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to Zoom under this Agreement must be provided to the email address set forth in Section 9 above, or other contact information as provided by Zoom for such purpose. Any and all rights and remedies of Zoom upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on Zoom, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement
CDWG
STATEMENT OF WORK
Project Name: City of San Mateo-2024.05-Zoom Implementation Seller Representative:
Customer Name: City of San Mateo (CA) Marty Spellman IV +1 (847) 4656000
CDW Affiliate: CDW Government LLC [email protected]
Solution Architect:
Date: August 05, 2024 Eric Holstein
Robert Spicer
Drafted By
This statement of work ("Statement of Work" or "SOW") is made and entered into on the last date that this SOW is fully executed as set forth below ("SOW Effective Date") by and between the undersigned, CDW Government LLC ("Provider," and "Seller,") and City of San Mateo (CA) ("Customer," and "Client,").
This SOW shall be governed by that certain Sourcewell 121923-DW Technology Products and Services with Related Solutions Agreement between CDW Government LLC and Sourcewell effective March 14, 2024 (the "Agreement") If there is a conflict between this SOW and the Agreement, then the Agreement will control, except as expressly amended in this SOW by specific reference to the Agreement.
PROJECT SCOPE
The Customer seeks assistance in the planning, implementation, configuration, and validation of a Zoom Phone solution.
The following are a part of this project:
1. Zoom Phone, which will provide the cloud Unified Communications as a Service (UCaaS) solution for the users and endpoints.
2. Informacast Singlewire Upgrade to Fusion with Integration to Zoom Phone.
ZOOM PHONE MIGRATION SERVICES
Customer seeks assistance with design and migration to Zoom. Seller will provide expert services and project management.
Seller will perform the following as part of this project:
1. Hold a network assessment workshop with Customer network staff
2. Design, configuration, and support of:
• (800) standard users)/device(s) for Zoom services
• (30) common area device(s) for Zoom services
• (28) site(s)
• (17) analog gateway(s)
3. Assist with Azure AD integration to Zoom for SSO and provisioning
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SINGLEWIRE INFORMACAST PAGING UPGRADES WITH ZOOM PHONE INTEGRATION Seller will upgrade Singlewire InformaCast Advanced from version 12.71 to the anticipated version of 14.23 on (1) existing servers). Seller will integrate to Zoom Phone.
The following tasks are part of this upgrade:
1. Develop upgrade plan. The specific upgrade process and procedure will be determined during the design and planning phases.
2. Ensure that the necessary licenses / entitlements have been obtained for the new release.
3. Complete/confirm system backup prior to starting the upgrade.
4. Obtain new InformaCast software package(s) as required for the upgrade.
5. Verify the current VM OVA meets the requirements for the new InformaCast version and if not, modify as needed.
6. Install new software package(s) / upgrade InformaCast.
7. Install new InformaCast license.
8. Integrate to Zoom Phone.
9. Complete post-upgrade test plan.
CUSTOMER RESPONSIBILITIES
1. Obtaining all necessary licensing from Singlewire.
2. Ensuring that 911 functionality continues to be operational after cutover if utilizing CallAware.
PROJECT KICKOFF
Seller Project Manager will set up a meeting to introduce the seller and Customer project teams. During this meeting, those teams will discuss Customer's desired timeline, project goals, and expectations. Seller will review planned steps, best practices, helpful handouts, and introduce the design and discovery document where all configuration and planning details will be recorded.
NETWORK ASSESSMENT WORKSHOP
Seller will hold a network assessment workshop with Customer network staff.
During this workshop, Seller will:
1. Advise on best practices
2. Assist with running tools to verify suitability for the Zoom system
3. Review bandwidth requirements
4. Review provided site network designs of selected sample sites and make recommendations
CUSTOMER RESPONSIBILITIES
1. Addressing any network changes that need to be made to support the Zoom solution.
ZOOM PHONE SYSTEM DESIGN
Seller will lead multiple design meetings to assist with Customer filling out user and call flow information.
The first meeting will be to answer questions, advise on options, and provide guidance for completing the design and discovery document.
Subsequent design meetings will serve to answer questions and make any design recommendations.
A final design meeting will be held to conduct a review and seek signoff to move to system build.
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Seller will be available to answer questions and give guidance via the Zoom Chat in between the design meetings.
CUSTOMER RESPONSIBILITIES
1. Collecting names, email addresses, extensions, device needs, and feature requirements for users, and populating the design and discovery document.
2. Collecting phone numbers and call flows including IVRs and Call Queues, and populating the design and discovery document.
ZOOM PHONE SYSTEM BUILD
After the design has been signed off by the Customer, the Seller engineer will build out the Zoom solution to meet the requirements as specified in the design and discovery document.
CUSTOMER RESPONSIBILITIES
1. Recording any greetings on call queue(s) and/or IVR(s) and providing to the Seller in .wav or mp3 format.
ZOOM NOMADIC E911
As part of the Nomadic E911 implementation, Seller will:
1. Work with Customer on creating a list of Emergency Response Location(s) (ERLs) as well as the corresponding Emergency Location Identification Numbers (ELINs) (if applicable).
2. Configure Nomadic E911 to support up to (56) ERL(s).
3. Configure Nomadic E911 to send messages to an internal safety team or email address.
4. Create ERL(s) based on Customer's requirements.
5. Assign switch ports, BSSIDs and/or IP subnets to appropriate ERL(s).
6. Test calls from multiple ERLs with the local PSAP by dialing 933 for address verification.
CUSTOMER RESPONSIBILITIES
1. Determining and establishing 911/E911 policies based on Customer's geographical requirements (i.e. state, county, city, township, etc.). Seller is not responsible for determining requirements based on locality.
2. Creating ERL(s) no larger than defined by law to comply with the state and local requirements for E911.
3. Ensuring that 911 functionality continues to be operational after cutover.
ASSUMPTIONS
1. Accurate number of ERL(s) (Emergency Response Locations) was scoped as part of the original SOW. Additional hours will be added to the project via a change order if Customer requests Seller to configure more than the original scoped ERL total.
ANALOG GATEWAY(S)
Seller will assist with configuring (17) analog gateway(s) within the Zoom solution.
CUSTOMER RESPONSIBILITIES
1. Racking, connecting to the network, and powering on the gateway(s).
2. Configuring an IP address on the gateways) for access.
3. Configuring the network/firewall to allow the gateways(s) to reach the provisioning service in the cloud.
4. Handling any cabling infrastructure needs to connect current analog devices to the gateway(s).
This includes any Amphenol or Ethernet cabling needs.
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ASSUMPTIONS
Gateway(s) have valid software and support coverage with the manufacturer.
AZURE INTEGRATION
As part of the Azure integration, Seller will:
Provide the current integration guide for Azure to the Customer Fully configure the Customer's instance per the discovery and design document prior to Azure AD provisioning and SSO integration being enabled
Assist the Customer with the creation of a vanity URL
Assist with the IdP (Identity Provider) configuration for SSO per the guide
ASSUMPTIONS
Customer has Zoom owner or Admin privileges.
2. Customer has a fully configured and already functioning Azure instance.
ZOOM PHONE USER ACCEPTANCE TESTING
After build is complete, Seller will schedule a User Acceptance Testing workshop. During this workshop, Seller and Customer staff will test the system functionality and verify it matches the configuration as defined in the design and discovery document. If there are any questions or changes that arise from the testing that cannot be addressed during this workshop, one additional User Acceptance Testing workshop will be scheduled.
NUMBER PORTING
Once UAT is successful, the project team will place the number porting order to move Customer production phone numbers to the Zoom carrier.
Seller will conduct (1) meeting per site to assist with placing the port order. If additional number porting session(s) are needed, this will be addressed with a change order.
CUSTOMER RESPONSIBILITIES
1. Bringing someone who is an authorized person on the account of the losing carrier to the number porting meeting.
2. Obtaining bills and Customer service records from the losing carriers that are current within 45 days of port submission.
3. Verifying all required numbers to be ported are recorded in the design and discovery document prior to the number port order being placed.
ASSUMPTIONS
1. Customer understands that Zoom only ports numbers at 11:30am eastern time, Monday-Friday.
ZOOM PHONE ADMINISTRATIVE KNOWLEDGE TRANSFER (BASIC)
Seller will provide a handout of helpful Zoom-provided training courses that Customer Administrators) can use to become familiar with the platform. Seller will conduct (1), two-hour training session for Administrative staff that will include a walkthrough of the configuration implemented per the Customer's discovery and design document.
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ZOOM PHONE END-USER TRAINING (BASIC)
Seller will provide a handout of helpful Zoom-provided training courses that Customer's End-Users can use to become familiar with the platform. Seller will be available for up to (2), one-hour training session(s) for End-Users which can consist of product demos, answering questions, or other activities as agreed upon by the project team.
GO-LIVE ZOOM PHONE
On the day of go-live, Seller will be available to assist with testing and verifying the cutover to Zoom was successful and Customer call flows are working as planned for up to (12) hour(s). If any questions or issues arise afterwards, the Seller will be available to assist via Zoom Chat.
POST-CUTOVER SUPPORT
1. The Customer will decide on day-two support options provided by the Seller. If a Seller-provided day-two support option is not selected and problems arise, Seller will be available for additional consultation on a time-and-materials
2. Seller will transition support documentation to either a Seller day-two support team or Customer system Administration staff.
3. If a Seller-provided support contract is chosen, a transition meeting will take place with the Seller support team.
APPROVAL CRITERIA
1. Zoom Phone platform configured per the statement of work, discovery, and design document
2. Knowledge transfer provided to Administrator(s)
3. Training provided to End-Users)
PROJECT CLOSURE AND COMPLETION
1. A project closure meeting will be scheduled to review the engagement and transfer the project documents. At this time, the Customer will have the opportunity to raise questions and to provide feedback pertaining to the engagement.
2. Hand-over of test acceptance items and completion of the test plan constitutes a completed project.
PROJECT EXECUTION
Engaged engineer(s) is/are expected to provide a minimum of (8) hour(s) of project specific services each week until the project is completed unless the project is on hold or suspended. If the work week includes holidays) or the CDW resource(s) is/are otherwise unavailable, project minimums for the week will be reduced by (2) hour(s) for each day.
Engaged Project Managers are expected to provide a minimum of (2) hour(s) of project specific services each week until the project is completed unless the project is on hold or suspended. If the work week includes holidays or the CDW resource is otherwise unavailable, project minimums for the week will be reduced by up to (5) hour(s) for each day.
The customer may request a project be put on hold with written notification to the Seller team at least (10) business days) prior to the start of the requested project hold. If the project hold exceeds (10) business days), Seller may consider the project to be suspended.
Timelines to reactivate a suspended project will be subject to Seller's resource(s) availability to re-engage. Seller will attempt to re-engage the same resource(s) based on availability, but there is no guarantee that the same resource(s) will be assigned to the engagement. Suspended projects may also require a change order to reactivate to add additional cost to the engagement based on the discretion of the project team.
Seller reserves the right to place a project on hold or suspend it if the minimum weekly effort is not being met.
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GENERAL RESPONSIBILITIES, ASSUMPTIONS, AND OUT OF SCOPE
CUSTOMER RESPONSIBILITIES
1. Procuring and providing the equipment and cloud service licensing required.
2. Receiving the equipment, inventorying, and recording serial numbers and MAC addresses.
3. Inventorying, unpacking, assembling, and placing each telephony device (phone) in its final location, connecting it to the network, powering it up, entering the appropriate information, and ensuring the device registers to the cloud service with the appropriate user information as captured in the station review.
4. Participating in the test plan as per instructions provided by Seller.
5. Providing shipping addresses for each site along with contact names for shipment to the Customer's specified location(s) if required.
6. Coordinating with a telecommunications provider to order and schedule appropriate telecommunications circuits per the design specifications and project plan.
7. Providing all hardware and cabling required for implementation.
8. Connecting all equipment to appropriate network switches.
9. Providing Seller access to all locations that require hardware to be implemented.
10. Notifying Seller if any links contained within this SOW or associated project documentation do not work or do not provide the expected information.
11. Providing information about Customer Provided Equipment (CPE), and the phone system model, features, software and hardware releases, available interfaces and specifications, dial plan, cable distances, and routes between the phone system and data equipment. This information should be provided for the existing and planned telephony requirements.
12. When requested by Seller, providing Customer's building layout, including the floor plans, cabling, and power locations for all applicable sites.
13. Providing all information regarding call flows within and outside of any contact centers.
14. Providing current network diagrams listing existing size, capacity, utilization, busy-hour voice, and data traffic requirements for all current network facilities to be utilized in the solution.
15. Identifying and/or procuring all third-party software and equipment impacted by the cloud services solution.
16. Providing the station locations for the proposed cloud services solutions as well as the IP addressing and subnet mask plan for the proposed solution if required.
17. Providing a list of users, security levels, and access privileges, and define the cloud service system administration and securities policies, and any other special requirements to be configured in the equipment.
18. Populating Seller-provided Excel spreadsheet ("Station Review") with user and phone information in the manner
19. Confirming the completeness and accuracy of the information provided to the Seller during the station review process. All design and station changes that need to be made as a result of incomplete or inaccurate station review or dial plan information may result in changes to the project fees.
20. Performing network assessment under the direction of Seller engineers).
21. Providing current network diagrams listing existing size, capacity, utilization, busy-hour voice, device configuration files (show tech) for the cloud service data path, and data traffic requirements for all current network facilities to be utilized in the cloud service solution.
22. Providing sufficient network capacity based on performance objectives and traffic volumes.
23. Assuring all customer network aligns to the cloud services best practices including disabling of SIP Application Layer Gateway.
24. Providing personnel for all voice prompt recording. No Seller employees shall be used for any voice prompt recording in a production environment.
25. If custom prompts are desired, recording and/or providing prompt audio electronically, in a specific format as required for the cloud service.
26. Making available an appropriate Customer technical contact for the duration of the project to provide any necessary network information, access to the existing network, appropriate security clearance, and access to the building where project-related equipment resides.
27. Providing Seller Engineer(s) with remote VPN access.
28. Scheduling the FOC (port"') date, as mutually agreed, if necessary.
29. Coordinating the resource that can sign the Letter of Authorization for all numbers being ported into the cloud service.
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30. Performing 911 testing under guidance from the Seller.
31. Completing all on-site work for the services locations as directed by Seller engineers).
32. Deploying/placing phones/devices.
33. Performing dialing tests.
34. Mutually scheduling with Seller, the remote site survey with each Customer site contact.
36. Attending training via Webex.
37. Notifying your staff of training schedule and locations).
38. Providing end-user training sessions for employees as required.
ASSUMPTIONS
1. The current SSO environment is functioning properly (with no adverse conditions), if applicable.
2. Cabling to all switch and router equipment, as well as to all phones is properly implemented, tested, and clearly labeled prior to the implementation of new equipment.
3. The customer does not have any special cable management requirements. If cable management is required, it will be provided outside the scope of work at standard hourly rates and billed separately.
4. Customer-provided cabling is functioning and terminated. Any delays or troubleshooting time incurred will be All WAN and PSTN circuits are/will be terminated and functioning properly. If there are issues with the circuits), the Seller can assist with troubleshooting. This work is considered out of scope and billed separately at standard hourly rates. If the on-site engineer is delayed due to circuit issues but not troubleshooting the circuit, this is also considered out of scope.
6. The customer will provide or acquire all necessary cloud solution licensing necessary to implement the solution.
7. Customer workstations and/or devices must meet minimum requirements as specified by the cloud service provider.
8. Voice/video over the Internet will be the best-effort service.
Customer number porting, if required, will take place during one single cutover event.
10. Seller will provide end-user marketing/training documentation.
11. Seller will complete the voice cutover and post cutover first-day support remotely. cloud service provider's traffic, including call-signaling, voice media, and video media.
14. Proper facilities and cabling are in place or will be in place prior to the installation of new equipment.
15. All copper cabling has been extended to end stations and is at least category 5e.
16. The proposed Customer sites are ready for equipment installation, and the Customer has ensured completion of any power, UPS, rack, air conditioning, circuit installation, or other necessary preliminary work prior to the implementation team's arrival.
17. The Customer has accepted delivery of all equipment and, where required, subsequently installed power rails and circuit breakers in cabinets connected them to an appropriate power source, and tested the power to ensure its capability for supplying the equipment to be installed.
18. The Customer will provide PoE switches with sufficient capacity, and/or sufficient power outlets and power adapters/bricks (if necessary) for all devices.
19. All Seller-provided training sessions will be delivered during standard business hours in English.
OUT OF SCOPE
1. Implementation and testing of cabling.
2. Physically mounting phones/devices including ATAs.
3. Analog cabling termination.
4. Implementation, testing, and configuration of equipment that is not included in the bill of materials.
5. Implementation, configuration, and testing as a result of design changes.
6. Workstation and server connectivity testing.
7. Any other cloud provider's account configuration beyond the configuration of the cloud solution features and importation of users to be configured with calling features.
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8. Configuration, implementation, and/or deployment of applications or features that may be included in Customer's licensing but not specifically identified in this Statement of Work.
9. Firewall/LAN access control list configuration.
0. LAN/WAN configuration work including but not limited to QoS, VLANs, etc
1. Placing or testing any phones/devices including but not limited to the user and/or common space area:
12. Integration with any third-party PBX or voicemail system.
13. Extended network troubleshooting to support the cloud service provider's solution.
14. Voice prompt recording - Seller employees shall not be used for any voice prompt recording.
15. Installation or Configuration of any desktop applications.
Services not specified in this SoW are considered out of scope and will be addressed with a separate SoW or Change Order.
ITEM(S) PROVIDED TO CUSTOMER
Item Description Format
Bill of Materials List of Components Utilized in Project PDF, Excel Discovery and Design Document Documentation of Discovery, Design, and Test Plan Excel Training Materials Administrative and End-User Training Materials Various
GENERAL RESPONSIBILITIES AND ASSUMPTIONS
• Customer is responsible for providing all access that is reasonably necessary to assist and accommodate Seller's performance of the Services.
Customer will provide in advance and in writing and Seller will follow, all applicable Customer's facility's safet ind security rules and procedures
equipment, other than solely as a result of Seller's gross negligence and willful misconduct. • Customer acknowledges that in order to efficiently and effectively perform the Services CDW may need to collect only for purposes of performing the Services and will be removed or automatically deleted when CDW has completed use of them. Customer hereby consents to CDW's use of the Tools as set forth in this paragraph This SOW can be terminated by either party without cause upon at least fourteen (14) days' advance written notice.
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PROJECT MANAGEMENT
Seller will assign a project management resource to perform the following activities during the project:
1. Kickoff Meeting
• Coordinate and facilitate kickoff meeting
• Review SOW including project objectives, schedule, and logistics • Identify and confirm project participants
• Discuss project prerequisites
• Create and distribute escalation and contact lists
2. Project Schedule or Plan
• Create a project plan that details the schedule and resources assigned to the project. The schedule should align with the estimated project duration as established in the Project Scheduling section.
Monitor project scope and expectations
Identify and manage project risks
• Monitor the status and progress of the project and the quality of items provided • Communicate at regular intervals as agreed upon
• Ensure project timelines, dependencies, budgets, and closure are met within the project lifecycle
3. Status Meetings and Reports
• Status meetings will be conducted on a regular cadence schedule to proactively identify any issues that may arise in order to mitigate risk
• Scheduling will be based on agreement with stakeholders, the estimated project duration, and budget available
• Seller and Customer will discuss action items, tasks completed, tasks outstanding, risks, issues, key decisions, and conduct a budget review
• The project management resource will document and distribute meeting notes and/or action items for all meetings, and will act as the main POC to Customer, if requested
4. Change Management
• When a change to a project occurs, the Seller's project change control process will be utilized • The project management resource will facilitate any necessary change order(s) and administrative task(s) as necessary
5. Project Closure
• Once verbal scope completion is confirmed, a written Project Closure Acceptance will be provided for client to formally acknowledge
• If desired, the project team will meet to recap, answer any questions, and address project transition activities and next steps
CONTACT PERSONS
Each Party will appoint a person to act as that Party's point of contact ("Contact Person") as the time for performance nears and will communicate that person's name and information to the other Party's Contact Person.
Customer Contact Person is authorized to approve materials and Services provided by Seller, and Seller may rely on the decisions and approvals made by the Customer Contact Person (except that Seller understands that Customer may require a different person to sign any Change Orders amending this SOW). The Customer Contact Person will manage all communications with Seller, and when Services are performed at a Customer-Designated Location, the Customer Contact Person will be present or available. The Parties' Contact Persons shall be authorized to approve changes in personnel and associated rates for Services under this SOW.
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CHANGE MANAGEMENT
This SOW may be modified or amended only in a writing signed by both Customer and Seller, generally in the form provided by Seller ("Change Order"). Services not specified in this SOW are considered out of scope and will be addressed with a separate SOW or Change Order.
In the event of a conflict between the terms and conditions set forth in a fully executed Change Order and those set forth in this SOW or a prior fully executed Change Order, the terms and conditions of the most recent fully executed Change Order shall prevail.
PROJECT SCHEDULING
Customer and Seller, who will jointly manage this project, will together develop timelines for an anticipated schedule ("Anticipated Schedule") based on Seller's project management methodology. Any dates, deadlines, timelines or schedules contained in the Anticipated Schedule, in this SOW or otherwise, are estimates only, and the Parties will not rely on them for purposes other than initial planning.
The following scheduling scenarios that trigger delays and durations to extend beyond what's been planned may require a Change Order:
• Site preparation, such as power, cabling, physical access, system access, hardware/software issues, etc. must be completed in a timely manner.
• Project tasks delegated to Customer PMs/Engineers/Techs/Management/Resources must be completed in a timely manner. For example, in the event a project's prioritization is demoted, and Customer resources are reallocated causing the project's schedule to extend on account of experiencing interruptions to its momentum requiring complete stop(s) and starts).
External projects/dependencies that may have significant impact on the timeline, schedule and deliverables. It is Seller's assumption that every reasonable attempt will be made to mitigate such situations.
TOTAL FEES
The total fees due and payable under this SOW ("Total Fees") include both fees for Seller's performance of work ("Services Fees") and any other related costs and fees specified in the Expenses section ("Expenses").
Seller will invoice for Total Fees. Customer will pay invoices containing amounts authorized by this SOW in accordance with the terms of the Agreement. Unless otherwise specified, taxes will be invoiced but are not included in any numbers or calculations provided herein. The pricing included in this SOW expires and will be of no force or effect unless it is signed by Customer and Seller within thirty (30) days from the Date listed on the SOW, except as otherwise agreed by Seller. Any objections to an invoice must be communicated to the Seller Contact Person within fifteen (15) days after receipt of the invoice.
This SOW may include multiple types of Services Fees; please reference below Services Fees section(s) for further details.
SERVICES FEES
Services Fees will be calculated on a TIME AND MATERIALS basis.
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The invoiced amount of Services Fees will equal the rate applicable for a unit of a service or resource ("Unit Rate") multiplied by the number of units being provided ("Billable Units") for each unit type provided by Seller (see Table below).
Services Fees of $51,864.75 is merely an estimate and does not represent a fixed fee. Neither the Billable Units of 222 nor the Services Fees are intended to limit the bounds of what may be requested or required for performance of the Services.
The rates presented in the table below apply to scheduled Services that are performed during Standard Business Hours (meaning 8:00 a.m. to 5:00 p.m. local time, Monday through Friday, excluding holidays). When Seller invoices for scheduled Services that are not performed during Standard Business Hours, Services Fees will be calculated at 150% of the Unit Rates.
For any unscheduled (i.e., emergency) Services performed at any time of the day, Services Fees will be calculated at 200% of the Unit Rates.
Any non-Hourly Units will be measured in one (1) unit increments when Services are performed remotely or at any Customer-Designated Location(s) (as defined below).
Any Hourly Units will be measured in one (1) hour increments with a minimum of one (1) hour billed each day Services are performed remotely and four (4) hours billed each day Services are performed at any Customer-Designated Locations).
When Hourly Seller personnel must travel more than two (2) hours a day to work at any Customer-Designated Location(s), there will be a minimum of eight (8) hours billed for each day (less travel time that is invoiced pursuant to the "Expenses" section below).
pon notice, Seller may adjust the rates below, provided that the rates will remain fixed for at least six (6) months after th OW Effective Date and then again for at least six (6) months after any subsequent adjustmer The rates below only apply to Services specified in this SOW as it may be amended by one or more Change Order(s).
Unit Type Unit Rate Billable Units Subtotal
Senior Consulting Engineer - Per Hour $236.25 185 $43,706.25 Project Manager - Per Hour $220.50 37 $8,158.50
Estimated Totals 222 $51,864.75
Expenses
All services under this sow will be performed remotely; therefore, neither travel time nor direct expenses will be billed it
TRAVEL NOTICE
The Parties agree that there will be no travel required for this project. All services under this SOW will be performed remotely.
SPECIAL TERMS FOR E911 EMERGENCY CALLING
Seller and Customer agree to the following additional terms.
Seller adheres to Seller's internal policies and procedures with respect to the configurations of telephone systems that it sells, installs, manages, and/or operates ("Telephone Systems"). These internal policies and procedures are designed to maintain Seller's compliance with applicable law. From time to time, Customer may request that Seller make a particular configuration change that does not align to Seller's policies and procedures. In these cases, Seller reserves the right to refuse to make such configuration changes, in its sole discretion, and Customer acknowledges and agrees that Seller will have no obligations or liability to Customer (and Customer shall have no rights or remedies) with respect to Seller's decisions in these matters. In addition, from time to time, to remain in compliance Proprietary and Confidential Page 11 SLED-49424 | CDW Government LLC SOW 132460
with applicable laws, Customer may need to make a particular configuration change or purchase add-on components to a Telephone System. In these cases, Customer agrees to make such configuration changes and purchase and implement such add-on components, in a timely manner as required by applicable law. You further acknowledge and agree that: (i) it is Customer's responsibility to make any necessary additional purchases in order to comply with the law (whether identified by Seller or not); and (il) a Telephone System is capable of complying with the law, even if in order to so comply, Customer must separately purchase an add-on component.
Customer acknowledges and agrees that Seller does not monitor Customer's changes to the Telephone Systems to ensure they comply with the law, and Customer is solely responsible for any violations of law, third-party claims, or damages resulting from the changes that Customer makes (or fails to make). Company shall promptly notify Seller, in advance, of any changes that it intends to make to the Telephone Systems that may adversely affect the legal compliance of the Telephone Systems' (or the operation or management thereof) and CDW reserves the right, in its sole discretion, to terminate this SOW in the event that CDW determines, in its sole discretion, that the changes would adversely affect CDW's ability to comply with the law. In the event that Seller exercises such termination right, Seller shall have no liability as a result of such termination and Customer shall promptly pay to Seller all fees owed for products and services delivered prior to the effective date of termination.
Customer acknowledges and agrees that it is solely responsible for ensuring its compliance with applicable laws, including, without limitation, with respect to the purchase, installation, configuration, management, and operation of its Telephone System, and that Seller has not (and will not) provide Customer with legal advice. Seller is not responsible for and disclaims all liability for, Customer's violation of applicable laws.
Customer agrees to indemnify, defend, and hold Seller and its affiliates and its and their respective employees, directors, officers, successors and assign harmless from and against all claims, damages, losses, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees) arising from or related to changes that Customer makes to the Telephone Systems or Customer's failure to make changes required by Seller or applicable
5. In the event that Customer instruct Seller to configure a Telephone System such that the Telephone System does not transmit a notification to a central location at the facility where the system is installed or to another person or organization, Customer represents and warrants that it is requesting this because an upgrade to the core system, substantial updates to the software, or upgrades requiring a significant purchase would be required in order for Seller to configure the Telephone System such that it does transmit a notification to a central location at the facility where the system is installed or to another person or organization. Customer acknowledges and agrees that Seller will have no liability to Customer (and Customer shall have no rights or remedies) with respect to Customer's instructions in this respect. Customer further agrees to indemnify, defend, and hold Seller and its affiliates and their respective employees, directors, officers, and successors and assign harmless from and against all claims, damages, losses, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees) arising from or related to Customer's instructions in this respect.
6. Customer agrees that its obligations under the foregoing Sections 1 through 5 are not subject to any limitations on the type or amount of Customer's liability to Seller, including, without limitation, any limitations on Customer's liability: (i) that might be set forth in any agreement entered into by and between Customer and Seller; or (ii) that might otherwise apply to this SOW or a purchase that relates to this SOW.
CUSTOMER-DESIGNATED LOCATIONS
Seller will provide Services benefiting the following locations ("Customer-Designated Locations") Location Address
City of SM DC 330 w 20th Ave, San Mateo, CA 94403
SPECIAL TERMS FOR E911 EMERGENCY CALLING
Seller and Customer agree to the additional Terms specified on the attached Exhibit ("Special Terms for E911 Emergency Calling").
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TERM AND TERMINATION
This SOW will be effective as of the last date that this SOW is fully executed by the parties ("SOW Effective Date") and will be for an initial term of one (1) year (the "Initial Term"). The Recurring Services will commence on the Recurring Services Start Date and will continue for an initial term of one (1) year (the "Initial Term"). This SOW will automatically renew for additional one (1) year terms (each a "Renewal Term") unless either party provides the other party with a notice of termination at least thirty (30) days prior to the expiration of the Initial Term or the then-current Renewal Term. The Initial Term and each one-year Renewal Term, if any, may be referred to herein individually as a "Service Term" or collectively as the "Service Terms."
Notwithstanding anything to the contrary in the Agreement, the Parties agree that the following represent the termination options relative to this SOW:
• End of Service Term. Either Party may terminate this SOW effective as of the end of the then current Service Term, by providing written notice of such termination at least thirty (30) days prior to the expiration of the then current Service Term.
• Breach. Either Party may terminate this SOW if the other Party materially breaches any of its representations, warranties, or obligations under this SOW and such breach is not cured within fourteen (14) days of breaching Party's receipt of written notice specifying the breach.
• Convenience. Either party may terminate this SOW for convenience by providing sixty (60) days written notice of such termination to the other party. In the event of any convenience termination of this SOW by Customer, Customer will pay to Seller an early cancellation charges equal to the greater of the amount paid by Customer for annual subscription to termination date, and the difference between the amount for the Annual Subscription hours used (at S220 per hour) less the amount paid by the Customer for annual subscription.
For example:
Customer terminates month 7 and has used 200 hours
7 x $3700 = $25,900
200 x $220 = $44,000 (this is the greater total)
$44,000 minus $25,900 = $18,100 (this is the early cancellation charge owed to CDW from Customer) In addition to its right to terminate as provided for herein, Seller may suspend all or part of Customer's access to the Purchased Services (i) if Customer is delinquent on payment obligations; (ii) upon receipt of a subpoena or law- enforcement request; or (iii) when Seller has a commercially reasonable belief that Customer has breached this SOW or that Customer's use of the Purchased Services poses an imminent security risk.
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SIGNATURES
In acknowledgement that the parties below have read and understood this Statement of Work and agree to be bound by it, each party has caused this Statement of Work to be signed and transferred by its respective authorized representative.
This SOW and any Change Order may be signed in separate counterparts, each of which shall be deemed an original and all of which together will be deemed to be one original. Electronic signatures on this SOW or on any Change Order (or copies of signatures sent via electronic means) are the equivalent of handwritten signatures.
CDW Government LLC City of San Mateo (CA)
By: By:
Name: Services Contracts Manager Name:
Title: Services Contract Manager Title:
Date: Date:
Mailing Address: Mailing Address:
200 N. Milwaukee Ave. 330 W 20TH AVE, STEVE ENGLE
Vernon Hills, IL 60061 SAN MATEO, CA 94403-1388
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