Santa Monica City Council
May 10, 2022

Contract No. 10460 (CCS)

CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement ("Contrac"), entered into this _25 day of SUPT:, 2017 ("Execution Date"), by and between the CITY OF SANTA MONICA, a municipal corporation ("City"), and Windstream Communications, Inc. (Windstream"), is made with reference to the following:

RECITALS:

A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. Windstream is qualified to do business, and is doing business, in the State of California. Windstream represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract.

C. The City and Windstream desire to enter into an agreement for the Windstream to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term.

1.1 Initial Term. This Agreement begins on the Execution Date and terminates on June 30, 2020, subject to extension by the City pursuant to Section 1.2, below, or terminated earlier in accordance with this Agreement.

1.2 Option Terms. The City shall have two (2) options to extend the Agreement, at its sole discretion and subject to Council budget appropriation, for additional 12 month periods on the same terms and conditions of this Agreement. The City will notify Windstream of its exercise of the option prior to the expiration of the Initial Term or Option Term.

2. Windstream Services. Windstream will perform all of the services ("Services") described in Exhibit A, City of Santa Monica's Request for Proposal. Windstream will complete the Services in accordance with Exhibit B, Windstream's Proposal.

3. City Services. The City agrees to:

3.1 Make available to Windstream any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City. - 1-
January 2017
Promptly examine and render findings on all documents submitted for staff review by Windstream.

4. Compensation.

4.1 Initial Term. The City will compensate Windstream for the Services performed for the Initial Term of the Agreement in an amount not to exceed One Hundred Eighty-Six Thousand Dollars ($186,000), as set forth in Exhibit B.

4.2 Option Term. The annual payment for subsequent option terms will be subject to budget appropriation by the City Council, and shall not exceed Sixty Two Thousand Dollars ($62,000) for each option year.

4.3 Total Amount Not To Exceed. The total amount of compensation for all of the services rendered pursuant to this Agreement for the Initial Term and Option Terms, if any, shall not exceed Three Hundred Ten Thousand Dollars ($310,000).

5. Invoices. Windstream will invoice the City for the Services in accordance with Exhibit Band the City will pay any undisputed amount within 30 days of receipt.

6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1 All notices, demands, requests or approvals to the City:

Information Systems Department
City of Santa Monica
1685 Main Street, Suite 105
Santa Monica, California 90401
Attention: Oscar Santiago, Principal Administrative Analyst Re: Contract No. 10460 (CCS)
with a copy to:

Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10460 (CCS)

6.2 All notices, demands, requests or approvals to Windstream:

Windstream Communications, Inc.
15260 Ventura Blvd., Suite 1410
Sherman Oaks, CA 91403
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January 2017
Attention: Liza Newton, Senior Customer Advocate
Re: Contract No. 10460 (CCS)

7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.

Neither the City nor its officers or employees will have any control over the conduct of Windstream or any of Windstream's agents, employees, or subconsultants, except as otherwise provided in this Agreement.

8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No ora • agreement or implied covenant may be held to vary the provisions of this Agreement.

This Agreement may be modified only by written agreement signed by City and Windstream, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, Windstream must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Windstream or Windstream's agents, representatives, employees or subconsultants for the duration of this Agreement. Windstream must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.

10. Defense and Indemnification.

10.1 Windstream agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the act, errors, and/or omissions of Windstream, or Windstream's employees, agents, officers, and subconsultants. Windstream's responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Windstream, its employees, agents or officers, or subconsultants; provided, however, that Windstream's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding Windstream's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Windstream, if City chooses to do so.

10.2 Enforcement Costs. Windstream agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
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January 2017

11. Prohibition Against Transfers.

11.1 Windstream may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Windstream or of any general partner or joint venturer or syndicate member of Windstream, if a partnership or joint venture or syndicate exists, which results in changing the control of Windstream, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

12. Permits and Licenses. Windstream, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

14. Default and Termination.

14.1 If Windstream fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Windstream.

14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to Windstream. Upon termination of this Agreement, City will pay Windstream any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. Windstream must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.

16. Discrimination. Windstream may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.

17. Nuisance. Windstream may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

18. Records.
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January 2017

18.1 Windstream must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Windstream must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

18.2 Windstream must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.

Windstream must clearly identify all records and make them readily accessible to the City. At the City's request, Windstream must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

18.3 Windstream must allow the City to have free access to Windstream's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Windstream's records, and Windstream agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Windstream, Windstream agrees to pay the cost of the City's audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

19. Work Product; Reports.

19.1 Any work product prepared or caused to be prepared by Windstream or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Windstream or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Windstream without prior written approval by City.

19.2 At the City's request, Windstream must furnish reports concerning the status of the Services.

20. Standard of Care. Windstream agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Windstream's profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If Windstream proposes to have any subconsultant perform any part of the Services, Windstream must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant's services. The City, in its sole discretion, may grant or deny the request.
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January 2017

21.2 Windstream will be responsible for the quality of any subconsultant's work.

Every subcontract or agreement of any kind entered into between Windstream and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No. 10460 (CCS) entered into between the City of Santa Monica and Windstream on

22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.

23. Venue and Jurisdiction. The City and Windstream agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement. - 6-
January 2017

25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.

Exhibit A City of Santa Monica's Request for Proposal
Exhibit B Windstream's Proposal
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

CITY OF SANTA MONICA,
ATTEST: a municipal corporation
Anise Andersm Maru Lickth
By:

DENISE ANDERSON WARREN /RICK COLE
City Clerk City Manager
APPROVED AS TO FORM:

LANE DILG
City Attorney
Windstream Communications, Inc.

Oran
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January 2017
Exhibit A
City of Santa Monica's Request for Proposal

CITY OF SANTA MONICA

REQUEST FOR PROPOSAL

INTERNET TELEPHONY SERVICE
Information Systems Department
1685 Main Street, Room 105
Santa Monica, CA 90401
ISSUE DATE: FRIDAY, FEBRUARY 10, 2017
QUESTIONS DUE: TUESDAY, FEBRUARY 21, 2017
SUBMITTALS DUE: MONDAY, MARCH 13, 2017
APPROVED FOR ADVERTISEMENT:

Tim Carney
1 Proposer RFP Checklist
• Read the entire document. Note critical items such as mandatory requirements; supplies/services required; submittal dates; format and number of copies required for submittal; contract requirements (i.e., insurance, performance and or reporting, etc.). • Note the City's contact name, address, phone numbers, and email address. This is the only person you are allowed to communicate with regarding this RFP and is an excellent source of information for any questions you may have.

Attend the pre-proposal conference if one is offered. These conferences provide an opportunity to ask clarifying questions, obtain a better understanding of the project, or to notify the City of any ambiguities, inconsistencies, or errors in the RFP. • Take advantage of the "question and answer" period. Submit your questions to the City contact by the due date listed on the front page of the RFP document. View all answers given in the formal addenda issued for the RFP. All addenda issued for an RFP are posted on the City's online vendor portal: Planet Bids and will include all questions asked and answered concerning the RFP.

Follow the format required in the RFP when preparing your response. Provide point- by-point response to all sections in a clear and concise manner. The proposals are evaluated based solely on the information and materials provided in your response. • Use forms provided, i.e., cover page, sample budget form, certification forms, etc. • Check the City's online vendor portal: Planet Bids for RFP addenda. Before submitting your response, check whether any addenda were issued for the RFP. If so, you must submit a signed acknowledgment for each addendum issued along with your response
• Submit your response on time. Note all the dates and times listed on the front page of the RFP document, and be sure to submit all required items on time. Late proposals are never accepted.
2 I. INTRODUCTION
The City of Santa Monica (herein after referred to as "the City") is soliciting proposals from qualified Internet Telephony Service Providers (herein after referred to as "ITSP") to provide Session Initiation Protocol Trunks (herein after referred to as "SIP Trunk"). The purpose of this Request for Proposals (RFP) is to provide qualified firms with sufficient information to submit responses : for consideration by the City's Information Systems Department related to the Internet Telephony Service Project. The term of this agreement will be for an initial term of three-years, with two options for renewal of one year each, to be exercised at the City's sole discretion.

A. PROJECT DESCRIPTION/ SCOPE OF WORK

BACKGROUND
The City of Santa Monica covers an area of 8.3 square miles in a thriving commercial and residential environment with a population of approximately 92,987. Industries include tourism and many diverse enterprises. It has some of the best shoreline and beaches in Southern California.

The City has a Council-Manager form of government and has 7 constituent elected council members with a council appointed Mayor. The City employs approximately 2,300 full and part- time personnel. It operates its municipally owned airport, libraries, bus lines, and water departments, as well as its own public safety, cultural, and recreation agencies.

INFORMATION TECHNOLOGIES
The City has a centralized IT group which provides support and advisory services for all City automated information and communication systems. The City has developed and supports a local and wide area network with 350 servers that provide 355 software applications to 1,900 computer users via 1,850 computers, 250 printers, numerous wireless access points and CCTV cameras. The City operates comprehensive geographic information systems, imaging systems, public safety systems, maintenance management systems, intelligent transportation systems, fleet management systems, internet and intranet services, fiber optic networks, Voice over Internet Protocol telephony and many real-time IP based communications systems such as parking, traffic signal and security video applications.

Proposal Calendar
The following is a list of key dates:

Request for proposals issued.. ... Friday, February 10, 2017 Submission of inquiries ........ ...Prior to or by February 21, 2017 Proposals due........... ...Monday, March 13, 2017
Staff recommendation for award of bid Tuesday, March 24, 2017 3 Scope of Work
The City intends to continue to provide mission-critical telephony service by leveraging its fiber- optic infrastructure and presence at One Wilshire colocation facility. The goal of this RFP is to evaluate the feasibility of seamlessly transitioning all voice circuits from the current service provider to a new provider without any down time or service interruption to City operations, if efficiencies or cost savings can be achieved. The main objective of the Internet Telephony Service Project is to reduce telecommunications costs by continuing to leverage City's fiber- optic infrastructure, and improve service and reliability by leveraging cloud services and advanced voice over the Internet (VolP) technologies.

The City seeks an exemplary ITSP that represents all necessary disciplines and has the infrastructure to provide a reliable Internet Telephony service at mutually agreed upon Outside Plant interconnection with the City's fiber-optic network terminating on the City's fiber-optic cable in the MPOE at 333 Olympic Drive., Santa Monica, the "Meet Me Room" in One Wilshire building in Los Angeles, CA, and at City's primary disaster recovery data center at 304 Carson Ave., Las Vegas, NV.

Telephone System •
The City hosts and operates its own IP-PBX system utilizing Cisco Unified Communications Manager (CUCM) v.9.1. The CUCM serves as the central call processing for all telephony services for the City departments, excluding 911 Dispatch Center lines. The CUCM system is connected to the PSTN via CUBE routers and is using Windstream as the current Internet Telephony service provider. Windstream provides a primary path using 10mb circuit over City's fiber connection to One Wilshire, secondary path using a 3mb circuit consisting of 2 bonded T1s terminating in 333 Olympic Drive, a third path via a dedicated 3mb MPLS circuit in Las Vegas colocation facility, and a forth using a PRI which terminates at the main MPOE at 333 Olympic Drive, Santa Monica.

The PRI circuit is also used for fax lines.

There are 96 channels that provide PSTN connectivity for approximately 1,600 landline telephones deployed throughout the City, plus an additional one as central fax server.

The telephone system supports SIP natively. PSTN connectivity for calls to and from the CUCM system, however, is currently provided via connected SIP trunks. A diagram of the City's telephony system can be found at Attachment C. 4 DIDs and FAX Lines
There are 1,402 DID (Direct Inward Dialing) phone numbers that are riding on the SIP Trunk group from Windstream, 116 numbers that ride on a dedicated PRI for Enterprise FAX services and 1 toll free number. All of these phone numbers are considered "published numbers" and will need to be ported over to the new Internet Telephony Service provider as part of this project.

Internet Connectivity
The City currently utilizes 1 GB direct ISP access out of One Wilshire, Downtown Los Angeles. The Internet traffic is split via VLANs and is used for both City's private and public networks including free Wi-Fi service it offers at all City parks, 3r° Street Promenade and Library branches. Current average bandwidth utilization on this circuit ranges between 40 to 50 percent.

Failover
Circuits will be configured to failover in the following order:

Primary SIP Trunk (10mb fiber) at 1 Wilshire - If circuit is down calls will be routed to - Secondary SIP Trunk (3mb MPLS) at 333 Olympic Drive - if first 2 circuits are down calls will be routed to -
Tertiary SIP Trunk (3mb MPLS) in Las Vegas - if all 3 SIP Trunks are down calls will be routed to -
PRI Circuit at 333 Olympic Drive - this will be a route of last resort.

General Requirements
Service Availability

1. Proposing ITSP must present options for direct SIP trunking from mutually agreed upon Outside Plant interconnection with the City's fiber-optic network terminating on the City's fiber-optic cable in the MPOE at 333 Olympic Dr., Santa Monica, and the "Meet Me Room" in One Wilshire building Los Angeles, CA to the PSTN. The SIP connection should be designed to replace all off-net local and long distance voice services.

2. Proposing ITSP must have the ability to provide Internet Telephony service with free or bundled local and long distance calling capability, and present maps depicting their geographic coverage in the City of Santa Monica and neighboring cities.

3. The SIP trunking service must have the necessary local service facilities to support E911 capability. In detail, proposing ITSP must explain service interoperability with the LEC (local exchange carrier), PSAP (public safety answering point) capability, how the ITSP proposes to deliver E911 with a centralized architecture where all voice traffic is routed over the internal data network to centralized SIP Trunk group at a data center location for egress to the SIP trunking connection and then to the PSTN.

4. Proposing ITSP must have redundant facilities to ensure high availability of its SIP services.

Interoperability

1. A comprehensive hardware and software assessment is required to certify compatibility with the City's network equipment, IP-PBX server hardware, related edge devices and software releases.

2. Proposing ITSP must provide the City with a list of the equipment compatibility/certification test their SIP trunking services have passed.

3. ITSP's SIP services should support all relevant codecs including H.323, G.729a for voice calls, G.711 for toll-quality voice, G.723 for video conferencing and T.38 for enterprise fax services.

4. SIP service must interoperate with the City's Cisco IP-PBX, Cisco Unified Contact Center Express call center system, Right Fax Enterprise Fax System, support in-bound toll-free and other features.

5. The City requires testing of all features stated above for quality of the service.

Quality of Service
ITSP's SIP service must support near MOS level 5 (Mean Opinion Score) call quality.

ITSP must certify via tests and demonstrate MOS level 5 call quality can be achieved using City's network and ISP service, determine and include R-Factor calculation of the quality of voice. Any measurement below R-Factor of 80 will not be accepted.

Security

1. Proposing ITSP must demonstrate that its infrastructure provides a secure foundation for SIP trunking implementation, including separate VLANs and potentially separate VPNs in the wide area network, session border controllers and SIP-specific intrusion detection/prevention appliances. All required hardware must be included in the proposal, unless equipment currently owned by the City can be used to complement and achieve end-to-end secure communications.

2. Proposed design must address concerns with eavesdropping and demonstrate how it will prevent eavesdropping.

3. Proposing ITSP must specify if proposed SIP service will support Secure Real Time Transport Protocol (encryption of the voice stream) and Transport Layer Security (encryption of the SIP protocol).
6 4. Proposing ITSP must specify if proposed SIP trunking services are compatible with VolP encryption, the level of encryption with which they are compatible, and the session border controllers with which services are compatible.

Pilot Test
Selected ITSP must commit to providing a pilot test of its SIP service for 30 days. ITSP should supply all equipment as specified and as required to test and demonstrate functionality and performance of its SIP services. The pilot test should allow termination of local and domestic on-net and off-net calls.

Pricing

1. All pricing should be entirely presented as a Flat-Rate or Fixed-Rate in a separate cost volume. Cost should be delineated by year including three separate years beginning July 1, 2017. The anticipated award will be for three years plus two one year optional extensions. Evaluation of the cost volume will be based on the total solution cost for the 5-year period.

2. Proposing ITSP must clearly state in their response its Flat Rate or Fixed Rate SIP service pricing model. For example, it must specify if it charges per-concurrent-call basis, options to burst above the number of concurrent calls, bandwidth utilization or other pricing models.

3. Proposing ITSP must specify access bandwidth constraints, if any, for unlimited on- net calls.

4. Proposing ITSP must specify pricing for off-net calling for local, domestic long distance and international.

5. Proposing ITSP must clearly define "local" - is a local call one that is local to the centralized SIP Trunk at the data center to which all off-net calls are sent for distribution to the PSTN, or local to the original calling party.

6. Costs should include all costs to deliver Internet Telephony Service including project management, implementation, testing, maintenance, technical support, hardware, circuits (if proposed), cancellation/termination fees, etc. Service item costs should include:
a. Up to 96 SIP sessions.
b. Options to start with very few trunks and scale up as needed. c. Options to hibernate trunks at a reduced cost during off peak season if available.
d. 1402 DID numbers, ported from the City's current SIP provider. e. 116 FAX lines, ported from the City's FAX T1 provider. f. PSALI for all 1402 DIDs.
7 g. Directory listings.
h. Long Distance (See Attachment D for a breakdown of 90 days of long distance calling).

1. Circuits if proposed.

Web Portal access for billing, MACs (moves, adds & changes) and account management.
k. The proposal must clearly state the basis under which the City may be billed for services. All conditions and assumptions must be stated in your proposal.

Implementation & Services
ITSP must propose and be able to provide a complete implementation. If SIP to PRI conversion is proposed, the solution must include the hardware and on-site configuration. If circuits are proposed (vs. SIP provided over City's Internet bandwidth) implementation must include delivery, test and setup of those circuits. a. Implementation: The selected ITSP is solely responsible for the complete turnkey engineering and installation of the SIP Trunks and interconnection to required hardware.
b. Documentation: All configurations for SIP Trunks must be documented and provided in electronic format to the City staff within 30 days of completion of the project. This includes but is not limited to IP addresses and Administrative Passwords.
c. Training: The selected ITSP is required to provide training and/or knowledge transfer for the management and maintenance of its SIP Trunks to ISD staff participating in the Internet Telephony Service Project. d. Maintenance & Warranty: A complete maintenance and warranty agreement must be included as part of ITSP's proposal, including all options available for extended coverage and full pricing details for each level of coverage. e. Logistical Support: The selected ITSP must identify the address of its local service centers and the number of service personnel trained on the proposed SIP solution.
f. Monitoring: The selected ITSP must provide ongoing monitoring of its SIP Trunks to assure continued operation and provide automated alerts via email to City staff for planned or unforeseen outages.
g. Response Time: The City requires 2 hours onsite response time for major outages and no more than 8 hours response for other circuit problems. h. Spare Parts Availability: Describe the availability of spare parts maintained in the area for the critical hardware.
8 Project Management
a. Project Plan: Proposing ITSP is required to supply a complete description of key activities required for successful transition to new Internet Telephony services.
b. Schedule: Provide a timeline of all activities required for a complete implementation of Internet Telephony service to the City. c. Transparency: There must be no telephone service interruptions other than those approved by the City, no interim changes in dialing procedures, and no perceived degradation in the quality of service. Provide a plan outlining the manner and methods used to cutover services without any downtime or interruption in service.
d. Resources: Proposing ITSP will provide a Project Manager to oversee the smooth transition of services for the City. Project Manager will ensure proper resources and staffing will be allocated to this project. Resources should include, but are not limited to, Network Engineers, Voice/PBX Engineers, and Technicians.

B. CITY CONTACT
The City has designated Oscar Santiago, as its contact (the "City Contact") for this request for proposals (this "RFP"). The City Contact's information is listed below:

Tim Carney, Telecommunications Engineer
City of Santa Monica,
Information Systems Department/Systems and Network Division 1685 Main Street, Suite 105, Santa Monica, CA 90401
Telephone: (310) 458-83812
Fax Number: (310) 395.2343
E-mail: [email protected]
Office Hours:

Monday through Thursday, 7:30 AM to 5:30 PM
Alternate Fridays 8:00 AM to 5:00 PM
The City of Santa Monica offices are closed every other Friday. Please call to ensure that offices are open and that staff is available.
9 Any inquiries or requests regarding this procurement should be submitted to the City Contact in writing. Proposers may contact ONLY the City Contact regarding this solicitation. Other City officers, agents, employees or representatives do not have authority to respond on behalf of the City. Contact with unauthorized City personnel during the selection process may result in disqualification.

CITY'S ONLINE VENDOR PORTAL
The website for this RFP and related documents is: Planet Bids or http://vendors.planetbids.com/SantaMonica. All project correspondence will be posted on the Planet Bids website. It is the responsibility of Proposers to check the website regularly for information updates and RFP clarifications, as well as any RFP addenda.

C. ORIGINAL DOCUMENTS
Proposer shall complete and return the following documents:
• Proposal (including cost proposal)
• RFP Addenda if issued
• Non-Discrimination Policy Acknowledgement
• Non-Collusion Affidavit (this does not need to be notarized) • Certification Regarding Debarment
If you are selected to provide the service, you will need to submit the following forms:
• Oaks Initiative Disclosure Form (if the award amount is >$25,000; identifies recipients of public benefit in relation to political donation restrictions: click here for more information)
• Living Wage Certification (if the award amount is >$54,200 annually) You must also obtain a business license, or provide your current business license number.

You can go to the Business License page for more information.

D. BEST BIDDER
The award, if any, will be made to the best bidder(s). In evaluating whether a bidder(s) is (are) the best bidder(s) pursuant to the Santa Monica Municipal Code, City staff may utilize some or all of the following criteria:

1. Price.

2. The quality of the material or services offered.

3. The ability, capacity, and skill of the bidders) to perform the contract or provide the materials or services.

4. The capacity of the bidders) to perform the contract or provide the service promptly, within the time specified, and without delay or interference.

5. The sufficiency of the bidder's financial resources.

6. The character, integrity, reputation, judgment, training, experience, and efficiency of the bidder.

7. The ability of the bidder(s) to provide such future maintenance or service as may be needed.
10 Any other factor which will further the intent set forth in Section 608 of the City Charter.

The City of Santa Monica (the "City") shall have absolute discretion in determining the applicability and weight or relative weight of some or all of the criteria listed above and is not required to select the lowest monetary bidder.

II. CONDITIONS GOVERNING THE PROCUREMENT
A. GENERAL REQUIREMENTS
This procurement will be conducted in accordance with the City of Santa Monica procurement codes and procedures.

1. Receiving Time / Late Proposals
It is the responsibility of proposer to see that their proposal is submitted with sufficient time to be received by the City prior to the proposal closing time. The receiving time in the City Office will be the governing time for acceptability of proposals.

Late proposals are not accepted regardless of postmark and will be returned unopened to the sender.

2. Acceptance of Conditions Governing this RFP
Submission of a proposal constitutes acceptance of the Evaluation Factors contained in this RFP.

3. Incurring Cost
Any cost incurred by the proposer in preparation, transmittal, presentation of any proposal or material submitted in response to this RFP shall be borne solely by the proposer.

4. Prime Consultant Responsibility
Any agreement that may result from the RFP shall specify that the prime consultant is solely responsible for fulfillment of the agreement with the City. The City will make agreement payments only to the prime consultant.

5. Sub-consultants
Use of sub-consultants must be clearly explained in the proposal, and major sub- consultants must be identified by name. Prime consultants shall be wholly responsible for the entire performance whether or not sub-consultants are used.

6. Amended Proposals
A proposer may submit an amended proposal before the deadline for receipt of proposals.

Such amended proposals must be complete replacements for a previously submitted proposal and must be clearly identified as such in the transmittal letter. City personnel will not merge, collate, or assemble proposal materials.

7. Proposer's Rights to Withdraw Proposal
Proposers will be allowed to withdraw their proposals at any time prior to the deadline for receipt of proposals. The proposer must submit a written withdrawal request signed by the proposer's duly authorized representative addressed to the City Contact. 11 8. Proposal Offer Firm
Responses to this RFP, including proposal prices, will be considered firm for ninety (90) days after the due date for receipt of proposals or sixty (60) days after receipt of a best and final offer, if one is requested.

9. Best and Final Offer
The City reserves the right to request Best and Final Offers from any or all proposers.

This will be the only opportunity to amend or modify proposals based on feedback from the City. Information from competing proposals will not be disclosed to other proposers prior to submission of a Best and Final Offer.

10. Living Wage Requirement
Any agreement issued as a result of this Request for Proposal may be subject to the City's Living Wage Ordinance, Santa Monica Municipal Code Chapter 4.65 (LWO), and its implementing regulations.

11. Disclosure of Proposal Contents
All proposals are subject to the provisions of the California Public Records Act, California Government Code section 6250 et seq., and any information submitted with a response is a public record subject to disclosure, unless a specific exemption applies.

12. No Obligation
This RFP in no manner obligates the City to the eventual rental, lease, purchase, etc., of any goods or services offered until a valid written agreement is executed by the City and the selected proposer.

13. Termination
This RFP may be canceled at any time and any and all proposals may be rejected in whole or in part when the City determines such action to be in the best interest of the City of Santa Monica.

14. Sufficient Appropriation
Any agreement awarded for multiple years as a result of this RFP may be terminated if sufficient appropriations or authorizations do not exist. Such termination will be effected by sending written notice to the selected proposer. The City's decision as to whether sufficient appropriations and authorizations are available will be accepted by the selected proposer as final.

15. Errors and Restrictive Specifications
If a proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in the RFP, the proposer should immediately notify the City Contact designated in Section I, B. Without disclosing the source of the request, the City may issue a written addendum to clarify the ambiguity, or to correct the problem, omission, or other error.

If prior to the submission date, a proposer knows of or should have known of an error in the RFP but fails to notify the City Contact of the error, the proposer shall submit their proposal at his, her or its own risk, and, if awarded an agreement, shall not be entitled to 12 additional compensation or time by reason of error or its later correction.

16. Legal Review
The City requires that all proposers agree to be bound by the General Requirements contained in this RFP.

17. Governing Law
This RFP, and any agreement entered into pursuant to this RFP, are governed by the laws of the State of California.

18. Oral Changes and Basis for Proposal
Proposers may not rely upon oral explanations. All changes and addenda will be issued in writing. Only information supplied by the City in writing through the City's Contact, or in this RFP should be used as the basis for the preparation of proposals.

19. Agreement Terms and Conditions
The agreement between the City and the selected proposers) will follow the format specified by the City and contain the terms and conditions set forth in Attachment A, Contractual Services Agreement. However, the City reserves the right to negotiate with a successful proposer the final provisions or provisions in addition to those contained in this RFP. The contents of this RFP, as revised and/or supplemented, and the successful proposal will be incorporated into and become part of the agreement.

Should a proposer object to any of the City's terms and conditions, as contained in this Section or in Attachment A, that proposer must propose specific alternative language in his, her, or its proposal. Proposer must provide a brief discussion of the purpose and impact, if any, of each proposed changed followed by the specific proposed alternate wording. The City may or may not accept the alternative language. General references to the proposer's terms and conditions or attempts at complete substitutions are not acceptable to the City and may result in disqualification of the proposer.

20. Proposer's Terms and Conditions
Proposers must submit with the proposal a complete set of any additional terms and conditions that they expect to have included in an agreement negotiated with the City.

21. Proposer Qualifications
The City may make such investigations as necessary to determine the ability of the proposer to adhere to the requirements specified within this RFP.

22. Right to Waive Minor Irregularities
The City reserves the right to waive minor irregularities and the right to waive mandatory requirements, provided that all of the otherwise responsive proposals fail to meet the same mandatory requirements and/or doing so does not otherwise materially affect the procurement. This right is at the sole discretion of the City.

23. Change in Agreement or Representatives
The City reserves the right to require a change in the selected proposer or representatives if the assigned representatives are not, in the opinion of the City, meeting its needs adequately.

24. City Rights
The City reserves the right to award the proposal to separate proposers on any of the services as set forth in the proposer's proposal. It is further understood that if the proposer to whom any recommended award is made fails to enter into an agreement with the City, 13 award may be made to the next best qualified person or firm, who shall be bound to perform as if she, he or it received the award in the first instance.

25. Right to Publish
Throughout the duration of this procurement process and agreement term, potential proposers, and proposers, must secure from the City written approval prior to the release of any information that pertains to the potential work or activities covered by this procurement or the subsequent agreement. Failure to adhere to this requirement may result in disqualification of the proposer or termination of the agreement.

26. Ownership of Proposals
All documents submitted in response to the RFP shall be become the property of the City of Santa Monica and are subject to the provisions of the California Public Records Act, as described in Section II. A. 11. herein.

27. Agreement Award
Proposal will be evaluated by a committee comprised of City staff and may include outside consultants (the "Evaluation Committee"). The Evaluation Committee will make an award recommendation to City staff. City Council may give approval of the agreement and/or direct staff to negotiate the final terms and execute the agreement.

This agreement shall be awarded to the proposer or proposers whose proposal is best qualified, taking into consideration the evaluation factors set forth in the RFP. The most qualified proposal may or may not have received the most points or be the lowest cost proposal. Proposers will be notified when the award is being made or an award recommendation goes to the City Council for approval.

28. Protest Deadline
All parties wishing to file a protest shall comply with the procedures set forth in Santa Monica Municipal Code section 2.24.105 found here. Proposer may file a written protest with the Director of Finance no more than seven calendar days following the posting of award recommendation on the City's online vendor portal website.

Protests received after the deadline will not be accepted.

III. SUBMISSION FORMAT AND ORGANIZATION
A. RECYCLING / SUSTAINABILITY BID SUBMISSION GUIDELINES When submitting documents to the City, prospective proposers are required to comply with the following guidelines: All submittals and copies shall be printed on 100% post-consumer waste recycled content or tree free paper. • The minimum requirements for recycled content are as follows:
• 20 Ib. paper - 100% post-consumer recycled content.
• Color bond paper; cover stock - minimum 30% post-consumer recycled content.
• Glossy paper - minimum 15% post-consumer recycled content. • All copies shall be double sided.
• The use of binders, plastic covers or dividers should be avoided. 14 These guidelines were developed as part of Santa Monica's Sustainable City Program to promote waste reduction and resource conservation within the community. Thank you for your cooperation.

B. NUMBER OF RESPONSES
Proposers may submit multiple proposals, if desired. The City is not recommending or suggesting that proposers submit multiple proposals. The City is merely stating an available option. If a proposer chooses to submit multiple proposals, each must be entirely separate from the others. The Evaluation Committee will not collate, merge, or otherwise manipulate the proposer's proposals.

C. NUMBER OF COPIES
Email submissions are preferred. If submitting hard copies, proposers shall provide two (2) identical copies of their proposal to the location specified in Section I. B on or before the closing date and time for receipt of proposals.

D. PROPOSAL FORMAT

1. Letter of Transmittal
a. Identify the submitting organization;
b. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized by the organization to contractually obligate the organization; c. Identity the name, title, telephone and fax numbers, and e-mail address of the person authorized to negotiate the contract on behalf of the organization; a. Identify the names, titles, telephone and fax numbers, and e-mail addresses of persons to be contacted for clarification;
e. Be signed by the person authorized to contractually obligate the organization; f. Acknowledge receipt of any and all amendments to this RFP.

2. Qualifications
Provide a brief summary of your firm's history, its capabilities, and its recent relevant experience (last five years). Also, describe your demonstrated experience with similar projects and qualification including professional licenses and certifications.

3. Key Personnel
Describe the project team composition and include resumes of key personnel.

Proposed members should be available for ninety (90) days from the proposal due date. The City must be promptly notified of any changes in key personnel prior to award.

4. References
List a minimum of three (3) references for whom comparable services were provided to in the last five (5) years. Include the name of the firm, name of the contact, 15 telephone number of the contact, email address of contact (if available), brief description of the services provided and your firm's role, and the start and completion date.

5. Project Work Plan
Describe your understanding of the project and approach. Include deliverables, milestones, assumptions, and identify potential risks that could delay the project. List any resources you expect the City to provide.

6. Cost Proposal
For purpose of evaluation, provide a proposed total fee outlining the proposal and identify the hourly fee schedule for all personnel to be involved in the project. The hourly rates should include fringe benefits, indirect costs and profit. The bidder should also indicate what percentage of the scope of work is expected to be completed by each individual or pay classification included in fee proposal.

All equipment costs should be itemized, listing part numbers and equipment model numbers, applicable. All costs must include tax, if applicable. Additionally, if applicable, a schedule of reimbursable expenses should be included.

IV. EVALUATION
A. EVALUATION POINT SUMMARY
All proposals meeting the requirements will be further evaluated using the same criteria and point structure. Evaluations will be based on the criteria listed below, which correspond to information requested in various sections of the proposal. All proposals must meet a minimum of 80 points to be consider as finalist. Only finalist proposers will receive points for an oral presentation and demonstration.

CRITERIA MAXIMUM POINTS
Cost 40
Implementation Services and 20
Approach
Experience 20
References 10
Work Plans/Timelines 10
TOTAL POINTS 100
B. EVALUATION FACTORS
Cost: Points that may be awarded for the lowest price. The consultant's overall operation 16 should encourage cost effective work and services. Cost control, performance within budget allocations, prudent accounting practices, management and clear communication with City staff are essential to the success of this project.

Implementation Services and Approach: Points may be awarded based on evaluation of the proposer's strategy for implementation of the project. Proposal must detail implementation plan, including but not limited to, project kickoff, transition plan, installation and configuration, testing, communication plan in terms of progress status, timelines and project close-out details.

Experience: Points may be awarded based on evaluation of the proposer's experience including all sub-consultants. Evaluation will be based on documented experience on similar projects. Points may be also awarded for Record/Financial Stability/Quality Level of the firm's previous projects of comparable complexity, scale and nature; training and proven expertise in the area of work required; Efficiency and timeliness in completion of projects. Experience in projects completed for public entities.

References: Points may be awarded for references upon an evaluation of proposer's work for previous clients receiving similar products and services to those proposed by the proposer for this project. Evaluation will be based on documented experience on similar projects. The idder's work shall be such as to ensure that the distinctive goals established for eact component are met. Brief descriptions of previous project experiences should be used a:
examples of how quality control was achieved with former clients.

Work Plans/Timelines: Points may be awarded based on the quality and thoroughness of proposer's project work plan and timelines. Assign points that may be awarded for their ability to meet project timeliness: The capability to perform the work within the desired time frame.

The ability and past experience in assembling a highly qualified team of sub-consultants.

C. CONSULTANT SELECTION PROCESS:

Selection
The City of Santa Monica has the sole authority to select the consulting firm and reserves the right to reject any and all proposals. The City reserves the right to approve all sub- consultants and or engineers proposed to be retained by the prime consultant. Upon signing of the agreement, no change in proposed personnel or sub-consultants can be made without the City's review and written authorization.

By submitting a response to this RFP, prospective consultants waive the right to protest after award or seek any legal remedies whatsoever regarding any aspect of this RFP.

The City reserves the right to select any number of finalists. In addition, the City reserves the right to issue written notice to all participating firms of any changes in the proposal submission schedule, should the City determine in its sole and absolute discretion that such changes are necessary. The City reserves the right to request additional information 17 from any proposing firm and to reject any and all proposals. All original work products, including computer files, shall remain the property of the City.

The City reserves the right to retain an expert to evaluate the consultant's work or qualifications at all stages in the selection process. Additionally, any contract entered into will be subject to termination at any stage if in the judgment of the City, such termination is in the best interest of the City. In the event such decision is made, appropriate written notice would be given before any termination and the consultant would be compensated on a pro-rata basis for work performed.

The responsible proposer whose proposal is the most advantageous to the City, taking to consideration all the evaluation factors will be recommended for the contract award.

Notwithstanding the Evaluation Team's selection, the City reserves the right to award this RFP and the resultant Contract in any manner it deems to be in the best interest of the City and make the selection based on its sole discretion. The City is the sole and exclusive judge of quality and compliance with proposal specifications in any of the matters pertaining to this RFP.

Contract Award and Execution
Selection of a proposer with whom the City enters into contract negotiations with, or a recommendation of an award by the Evaluation Team or any other party, does not constitute an award of Contract.

The RFP document and the successful party's proposal response, as amended by agreement between the City of Santa Monica and the successful party, may become part of the Contract documents. Additionally, the City of Santa Monica may verify the successful party's representations that appear in the proposal. Failure of the successful party to perform as represented may result in elimination of the successful party from further negotiation or in Contract cancellation or termination.

No oral explanation or instruction of any kind or nature whatsoever given before the award of a contract to a Vendor shall be binding. The City of Santa Monica shall not be bound, or in any way obligated, until the City has awarded the Contract and all documents have been executed. The proposing party may not incur any chargeable costs prior to final Contract execution.

City of Santa Monica
Non-Discrimination Policy Acknowledgment
A. Discrimination.

Discrimination in the provision of services may include, but not be limited to the following:
(a) Denying any person any service, or benefit or the availability of a facility. (b) Providing any service, or benefit to any person which is not equivalent, or in a non- equivalent manner or at a non-equivalent time, from that provided to others. (c) Subjecting any persons to segregation or separate treatment in any manner related to the receipt of any service.
(d) Restricting any person in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit.
(e) Treating any person differently from others in determining admission, enrollment, quota, eligibility, membership, or any other requirement or condition which persons must meet in order to be provided any service or benefit.
(1) Consultant shall take affirmative action to ensure that intended beneficiaries of this Agreement are provided services without regard to race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability. (2) Consultant shall further establish and maintain written procedures under which any person applying for or receiving services hereunder, may seek resolution from Consultant of a complaint with respect to any alleged discrimination in the provision of services by Consultant's personnel.

At any time any person applies for services under this Agreement, he or she shall be advised by Consultant of these procedures. A copy of these procedures shall be posted by Consultant in a conspicuous place, available and open to the public, in each of Consultant's facilities where services are provided hereunder.

B. Non-discrimination in Employment
(1) Consultant certifies and agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability in accordance with the requirements of City, State or Federal law. Consultant shall take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability, in accordance with the requirements of City, State and Federal law. Such shall include, but not be limited to, the following:
(a) Employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation. (b) Selection for training, including apprenticeship.
19 (2) Consultant agrees to post in conspicuous places in each of Consultant's facilities providing services hereunder, available and open to employees and applicants for employment, notices setting forth the provisions of this non-discrimination policy. (3) Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability, in accordance with the requirements of City, State or Federal law. (4) Consultant shall send to each labor union or representative coworkers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers' representative of Consultant's commitments under this non-discrimination policy.
(5) Consultant certifies and agrees that it will deal with its sub-consultants, bidders, or vendors without regard to race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability, in accordance with the requirements of City, State and Federal law.
representatives of the County, State, and Federal government access to its employment discrimination policy. Consultant shall provide other information and records as the representatives may require in order to verify compliance with this non-discrimination policy. (7) If City finds that any of the provisions of this non-discrimination policy have been violated, the same shall constitute a material breach of agreement upon which City may determine to cancel, terminate, or suspend this Agreement. While City reserves the right to determine independently that this nondiscrimination policy has been violated, in addition, a determination by the California Fair Employment and Housing Commission or the Federal Equal Employment Opportunity Commission that Consultant has violated State or Federal non- discrimination laws shall constitute a finding by City that Consultant has violated the provisions of this non-discrimination policy.
(8) The parties agree that in the event Consultant violates any of the non-discrimination policies set torth herein, City shall be entitled, at its option, to the sum of five hundred dollars ($500) pursuant to Civil Code Section 1671 as liquidated damages in lieu of canceling, terminating or suspending this Agreement.
(9) Consultant hereby agrees that it will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), all requirements imposed by applicable Federal Regulations, and all guidelines and interpretations issued pursuant thereto, to the end that no qualified disabled person shall, on the basis of disability, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity of the Consultant receiving Federal Financial Assistance.

Signature/Date Name of Proposer
20 NON-COLLUSION AFFIDAVIT TO ACCOMPANY

PROPOSALS OR BIDS
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES }
_ being first duly sworn, deposes, and says: that He/She is:
(Insert "Sole Owner," "A Partner", "President," "Secretary," or other proper title) of
(Insert name of proposer)
Who submits herewith to the City of Santa Monica the attached proposal; that He, She, It, or They is (are) the person(s) whose name(s) is (are) (strike out words not appropriate) signed to the hereto attached proposal; that said proposal is genuine; that the same is not sham or collusive; that all statements of fact therein are true; that such proposal was not made in the interest or on behalf of any person, partnership, company, association, organization or corporation not therein named or disclosed.

Affiant further deposes and says: that the proposer has not directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interests of the public body which is to award the contract or of any other proposer, or anyone else interested in the proposed contract; that the proposer has not in any manner sought by collusion to secure for himself, herself, itself, or themselves, an advantage over any other proposer. (strike out words not appropriate)
Affiant further deposes and says that prior to the public opening and recording of proposals the said proposer:
(a) Did not, directly or indirectly, induce or solicit anyone else to submit a false or sham Proposal;
(b) Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said proposer or anyone else would submit a false or sham proposal, or that anyone should refrain from proposing or withdraw his/her proposal; (c) Did not, in any manner, directly or indirectly, seek by agreement, communication or conference with anyone to raise or fix any overhead, profit or cost element of his, her, its, their price, or of that of anyone else; and
(d) Did not, directly or indirectly, submit his, her, its, or their proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, depository, or to any member or agent thereof, or to any individual or group of individuals, except to the awarding authority or to any person or persons who have a partnership or other financiall interest with said proposal in his, her, its, or their business. (strike out words not appropriate)
I declare under penalty of perjury that the foregoing is true and correct.

Signature/Date Name of Proposer
22 CITY OF SANTA MONICA

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT,

AND OTHER RESPONSIBILITY MATTERS
This certification must be completed for your proposal to be considered.

The undersigned certifies, to the best of his or her knowledge and belief, that:
1) The Bidder and/or any of its Principals, contractors, subcontractors and sub recipients are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of or voluntarily excluded from participating in contracts by any Federal agency and are not presently or the System for Award Management (SAM) or being considered for the SAM OR ineligible to work on contracts for violations of California Labor Code Sections 1777.1 or 1777.7;

2.) "Principals," for the purpose of this certification, means officer; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar position). ;

3.) The Bidder also certifies that if awarded a contract it shall provide immediate written notice to the City of Santa Monica if, at any time, the Bidder learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances;

4.) A certification that any of the items in this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Bidder's responsibility. Failure of the Bidder to furnish a certification or provide such additional information as requested by City of Santa Monica may render the Bidder non-responsive;
5) | Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of an Bidder is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings; and

6.) The certification of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Bidder knowingly rendered an erroneous certification, in addition to other remedies available to the City, the City of Santa Monica may terminate the contract resulting from this solicitation for default and pursue any other available legal remedies.

By signing below, I declare under penalties of perjury that the forgoing certifications and assurances, any other statements made by me are true and correct.

Name (printed): Title:

Signature: Date:

Name of Company: RFP No. :
23 CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS, OR OTHER

BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica's voters adopted a City Charter amendment commonly known as the Oaks Initiative. It prohibits a public official from receiving specified personal benefits from a person or entity after the official votes, or otherwise takes official action, to award a "public benefit" to that person or entity. Examples of a "public benefit" include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000.

The Oaks Initiative requires the City to provide this note and information about the Initiative's requirements. An information sheet on the Oaks Initiative is attached. You may obtain a full copy of the Initiative's text from the City Clerk.

In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person who is seeking a "public benefit." If the "public benefit" is sought by an entity, rather than an individual person, the information includes the name of every: (a) trustee, (b) director, (c) partner, (d) officer, or (e) ten percent interest in the entity. Therefore, if you are seeking a "public benefit" covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form - see next page.
24 CITY OF SANTA MONICA
City ol
Santa Monica" OAKS INITIATIVE DISCLOSURE FORM
All persons or entities receiving public benefits defined below from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of those with more than a 10% equity, participation or revenue interest. This information is required by City Charter Article XXII-Taxpayer Protection.

Name of Entity:

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of those with more than a 10% equity, participation, or revenue interest:

Public benefits include:

Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12-month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax "abatement, exception, or benefit" of a value in excess of $5,000 in any 12-month %. Payment of "cash or specio" of a net value to the recipient of 510,000 in any 12-month period
Prepared by:

Sinature:

Date: Title:

FOR CITY USE ONLY:

Bid/PO/Contract # Permit#

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE
Certification for Providers of Services to the City of Santa Monica (Fiscal Year 16/17 - July 1, 2016 through June 30, 2017)

E COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
vity of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum • of $15.87 per hour' for certain employees of contractors providing services to the City where services exceed 00 or more and requires that contractors also provide the same health care and other benefits to employees' sex spouses and domestic partners as are provided to other employees' spouses. nployee covered by the LWO is any person who does not actually work as a manager, supervisor, or lential employee, and who is not required to possess an occupational license. iving Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare eturn the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records iclude, at minimum, the full name of each employee providing services under the contract, job classification ate of pay. Bids that fail to include Certification Forms may be considered non-responsive and excluded from r consideration.
e prepare the following certification if you are a contractor engaging in a contract for services with the City of Monica in excess of $54,200.
signature on this certification grants the City permission to review any and all payroll books and records and empany documents pertaining to the benefits offered to employees to assure your compliance with the LWO y the term of the contract.
e direct any questions and send the completed, signed Certification to:
f Santa Monica Finance Department, Attention: Living Wage Compliance Section 4th Street, Suite 250, Santa Monica, CA 90401
an also contact staff regarding living wage ordinance questions by e-mail at :[email protected] or by phone 310-458-8281.

Adjusted
annually each July 1 by an amount corresponding to the previous year's change (January to January) in the Consumer Price Index for Urban Wage Earners and Clerical Workers 1982-84=100 for Los Angeles-Riverside-Orange County, California

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE CERTIFICATION
July 1, 2016 through June 30, 2017

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
MINIMUM WAGE - $15.87 per hour
Please read, complete, and sign the following:

THIS CONTRACT IS SUBJECT TO THE LIVING WAGE ORDINANCE

THIS CONTRACT IS NOT SUBJECT TO THE LIVING WAGE ORDINANCE If this contract is not subject to the Living Wage Ordinance requirements, please note the reason below and attach supporting documentation for exemption. For example, in order to be exempt pursuant to a collective bargaining agreement, a signed collective bargaining agreement must be attached.
(a) contractor is a government agency and is exempt
(b) contractor is a City grantee and is exempt
(c) contractor is a non-profit corporation and is exempt (d) contractor is an employer whose employees are covered by a bona fide collective bargaining agreement where the waiver is explicitly set forth in an agreement in clear and unambiguous terms (e) contractor is a corporation providing banking services The undersigned, on behalf of himself or herself individually and on behalf of his or her business or organization, hereby certifies that he or she is fully aware of Santa Monica's Living Wage Ordinance (LWO), and the applicability of the LWO, and the applicability of the subject contract, as determined herein. The undersigned further agrees to be bound by all terms of the LWO, as mandated in all sections of Santa Monica Municipal Code, Chapter 4.65. If, at any time during the term of the contract, the answers to the questions posed herein change so that Contractor would be subject to the LWO, Contractor will promptly notify the Director of Finance in writing. Contractor further understands and agrees that the failure to comply with the LWO, this certification, or the terms of the Contract as it applies to the LWO, shall constitute a default of the Contract, which shall be grounds for termination. City shall have the right to examine all books and records of the Contractor as they relate to compliance with the LWO. Payroll records shall at a minimum include the full name of each employee performing labor or providing services under the contract, job classification, and rate of pay.

These statements are made under penalty of perjury under the laws of the State of Califomia.

Printed Name:

Title:

Signature:_ Date:

Contractor: Bid Number (if applicable):_
Service Description:

CITY OF SANTA MONICA

BUSINESS LICENSE
WHO NEEDS A BUSINESS LICENSE?

1. Is this vendor physically located in the City of Santa Monica? OYes (Vendor must have a City of Santa Monica business license - contact the Business License unit for the appropriate forms. Skip question 2 & continue to "ADDITIONAL REQUIREMENTS" section below)
•No (Continue to the next question)

2. Does this vendor physically come into the City of Santa Monica to conduct business and/or make deliveries?
Yes (Vendor must have a City of Santa Monica Out-of City Business License. _ contact the Business License unit for the appropriate forms. Continue to "ADDITIONAL REQUIREMENTS" section below)
•No (STOP, no license needed)
ADDITIONAL REQUIREMENTS:

If this vendor is located in or comes into the City of Santa Monica to conduct business, in addition to having a CITY OF SANTA MONICA BUSINESS LICensE, they will be required to have insurance (see agreement for descriptions).

The business license documentation is only required from the successful Proposer.

ATTACHMENT A
Contract No. . (CCS)

CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement ("Contract"), entered into this _ day of. 20 ("Execution Date"), by and between the CITY OF SANTA MONICA, a municipal corporation (City'), and ABC CORPORATION ("ABC"), is made with reference to the following:

RECITALS:

A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. ABC is qualified to do business, and is doing business, in the State of California. ABC represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract.

C. The City and ABC desire to enter into an agreement for the ABC to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

26. Term. This Agreement begins on the Execution Date and terminates on June 30, 20_ _ unless sooner terminated in accordance with Section 14.

27. ABC Services. ABC will perform all of the services ("Services") described in Exhibit A, Scope of Services.

ABC will complete the Services in accordance with Exhibit B, Budget.

28. City Services. The City agrees to:

3.1 Make available to ABC any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City.

3.3 Promptly examine and render findings on all documents submitted for staff review by ABC.

29. Compensation. The City will compensate ABC for the Services performed in an amount not to exceed $_ _ as set forth in Exhibit B.

30. Invoices. ABC will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

31. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1 All notices, demands, requests or approvals to the City:
‹Name of Division or Department>
City of Santa Monica
<Division or Department Address>
Santa Monica, California 90401
Attention: ‹Name of City Contact>
Re: Contract No. «Number>
with a copy to:

Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. «Number>

6.2 All notices, demands, requests or approvals to ABC:

ABC
1234 Main Street
Anytown, USA
Attention: ABC Person
‹ABC's Contact Information>
Re: Contract No. ‹Number>

32. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another. Neither the City nor its officers or employees will have any control over the conduct of ABC or any of ABC's agents, employees, or subconsultants, except as otherwise provided in this Agreement.

33. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and ABC, and approved as to form by the City Attorney.

34. Jasurance. Prior to commencing work, ABC must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by ABC or ABC's agents, representatives, employees or subconsultants for the duration of this Agreement. ABC must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.

35. Defense and Indemnification.

10.1 ABC agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the act, errors, and/or omissions of ABC, or ABC's employees, agents, officers, and subconsultants. ABC's responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of ABC, its employees, agents or officers, or subconsultants; provided, however, that ABC's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.

Notwithstanding ABC's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from ABC, if City chooses to do so.

10.2 Enforcement Costs. ABC agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

36. Prohibition Against Transfers.

11.3 ABC may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City's consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

11.4 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of ABC or of any general partner or joint venturer or syndicate member of ABC, if a partnership or joint venture or syndicate exists, which results in changing the control of ABC, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

37. Permits and Licenses. ABC, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates. • 38. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

39. Default and Termination.

14.3 It ABC fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to ABC.

14.4 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to ABC. Upon termination of this Agreement, City will pay ABC any compensation earned and unpaid up to the effective date of termination.

40. Compliance with Law. ABC must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.

41. Discrimination. ABC may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.

42. Nuisance. ABC may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

43. Records.

18.4 ABC must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. ABC must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

18.5 ABC must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. ABC must clearly identify all records and make them readily accessible to the City. At the City's request, ABC must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

18.6 ABC must allow the City to have free access to ABC's books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit ABC's records, and ABC agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by ABC, ABC agrees to pay the cost of the City's audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

44. Work Product; Reports.

19.3 Any work product prepared or caused to be prepared by ABC or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by ABC or any subconsultant pursuant to this Agreement may be made available to any individual or organization by ABC without prior written approval by City.

19.4 At the City's request, ABC must furnish reports concerning the status of the Services.

45. Standard of Care. ABC agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of ABC's profession currently practicing in the same locality under similar conditions.

46. Subconsultants.

21.3 It ABC proposes to have any subconsultant perform any part of the Services, ABC must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant's services. The City, in its sole discretion, may grant or deny the request.

21.4 ABC will be responsible for the quality of any subconsultant's work. Every subcontract or agreement of any kind entered into between ABC and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No. (CCS) entered into between the City of Santa Monica and ABC on

47. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.

48. Venue and Jurisdiction. The City and ABC agree that the Services will take place in Los Angeles County.

Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

49. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.

50. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.

Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

CITY OF SANTA MONICA,
ATTEST: a municipal corporation
By: _

DENISE ANDERSON WARREN RICK COLE
City Clerk City Manager
APPROVED AS TO FORM:

JOSEPH LAWRENCE
Interim City Attorney
ABC Corporation
By: _
Name:

Title:

Exhibit A
Scope of Services
Exhibit B
Budget

ATTACHMENT B
Professional Services Agreement Insurance Requirements - Template 1 With Professional Liability
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

4. Professional Liability: Insurance appropriate to the Consultant's profession with a limit of not less than $1,000,000 each claim/$2,000,000 in the annual aggregate (see footnote #2).

If the Consultant maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

Other Insurance Provisions

1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance at least as broad as Insurance Services Office Form CG 20 10 11 85.
b. Primary Coverage (CGL, Auto, and Professional Liability): For any claims related to this contract, the Consultant's insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it.
c. Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation (all policies): Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

1. If the Professional Liability policy provides "claims made" coverage:
a. The Retroactive Date must be shown, and must be before the date of this Agreement or the start of work. b. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes
#1: Workers' Compensation insurance coverage is not required if the Consultant does not have employees.

The Consultant must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.
#2: Professional Liability insurance is required if the Consultant is providing a professional service regulated by the State (e.g., insurance agents, doctors, lawyers, architects, engineers, certified public accountants, etc.).

However, some Consultants, such as software designers, claims administrators, or human resources professionals, should also carry Professional Liability insurance. Contact Risk Management for guidance.

ATTACHMENT C
Diagram of the City's telephony system
PSTN
10mb Fiber PRI for FAX
Primary Sip Trunk to And
1 Wilshire Final Rollover
3mb MPLS CKT
City Network Secondary SIP Trunk to 3mb MPLS CKT
1Gig Backbone 333 Olympic Dr Tertiary SIP Trunk to
Las Vegas
CUBE 2911 CUBE 2911 CUBE 2911 Cisco H323 Gateway
CUCM Subscriber 1
CUCM Subscriber 2
Core Switch Core Switch
1 Wilshire CUCM Publisher 304 Carson Ave.

Las Vegas
Cisco Unity
RightFAX Voicemail
Server Cisco Emergency
Responder Core Switch Subscriber
Core Switch
333 Olympic Dr 601 Santa Monica BI
Cisco Unity
Cisco Call Center Voicemail

ATTACHMENT D
Local & Long Distance Usage Chart (3 month)
Total 3 Month Avg.
90000
80000
70000
60000
50000
40000 • Total 3 Month Avg.
30000
20000
10000
Local/IntraLATA Long Distance
The three-month period had an approximate total of 21,846 domestic long distance minutes. The approximate local minutes were 79,890 during that same period. This data should be considered a true and representative calling sample.

Exhibit B
Windstream's Proposal

PROPOSAL SUMMARY
windstream
Service Location Listing - Monthly Recurring Charges
Primary Billing Account City of Santa Monica, 5263775
Quote # 1296480
Company Representative Liza Newton
Rep ID e0154153
MMF $3,440.75
Integrated Value Added
Location Name & Service Address Access Voice Voice & Data Services Total City of Santa Monica
333 OLYMPIC DR,
SANTA MONICA, CA 90401-3360 $350.00 $314.90 $400.29 $0.00 $1,065.19 City of Santa Monica
685 MAIN Street FLR 1RM 110
ANTA MONICA, CA 90401320 $420.60 $420.60
City of Santa Monica
I WILSHIRE BLVD FLR 27
LOS ANGELES, CA 90017-3854 $750.00 $638.71 $1,388.71
City of Santa Monica
304 E CARSON AVE,
LAS VEGAS, NV 89101-5903 $400.00 $169.69 $569.69
Total $1,500.00 $314.90 $1,629.29 $0.00 $3,444.19

PROPOSAL
windstream
Customer Name
Customer Name City of Santa Monica, #4752875 Proposal / Quote ID 1296480 Install Street Address 333 OLYMPIC DR City, State, Zip SANTA MONICA, CA, 90401-3360 Opportunity ID 1371294 Service Order Type Renewal
Contract Term 36 Effective Date 02/28/2017
Bundled Services Total Qty Price/Unit Total Price
Bynami JP Bundle
On Net T1 2 Included
SIP Call Path 1 Included
MPLS VPN - Included
Total Services $700.29
Included Total Oty Price/Unit Total Price
Access Loop
On Net T1 - 1 $0.00 $0.00
Dynamic IP
IP Addresses Block of 4 Charge - 1 $0.00 $0.00
20 DID Station Numbers - 1 $4.00 $4.00
FSLC Charge - 5 $9.20 $46.00
Toll-Free (8xx)
Toll-Free Access * - 1 $4.95 $4.95
TrunkSLC Charge * - 5 $9.20 $46.00
Direct Trunk Overflow Charge * - 1 $34.95 $34.95
20 DID Station Numbers * - 7 $4.00 $28.00
PRI Trunk Port 1 $200.00 $200.00
PS-ALI Account Service Charge * - 1 $1.00 $1.00
Total Features $364.90
Usage Rates Dedicated Switched Initial Additional Call
Usage Type Rate Rate Increment Increment Rounding
Regional Long Distance Charges (D) 0.02001 6 sec 6 sec 2 digit t In State Long Distance Charges (D) 0.02001 6 sec. 6 sec 2 digit t Out of State Long Distance Charges (D) 0.02001 6 sec 6 sec 2 digit t Regional 8XX Charges (D) 0.05001 30 sec 6 sec 2 digit t In State 8XX Charges (D) 0.05001 30 sec 6 sec 2 digit t Out of State 8XX Charges (D) 0.05001 30 sec 6 sec 2 digit t Out of State 8XX Charges (S) 0.03001 30 sec 6 sec 2 digit t Regional 8XX Charges (S) 0.03001 30 sec 6 sec 2 digit t In State 8XX Charges (S) 0.03001 30 sec 6 sec 2 digit t International 8XX Charges (S) Silver1 Silver1 30 sec 6 sec 2 digit t Canadian 8XX Charges (S) 0.06571 30 sec 6 sec 2 digit t Canadian 8XX Charges (D) 0.06071 30 sec 6 sec 2 digit t Local Measured Service Zone 1 Charges 0.01001
Local Measured Service Zone 2 Charges 0.01001
Local Measured Service Zone 3 Charges 0.01001
Flat Rate LD InterState 0.01401
Flat Rate LD IntraLata 0.01401
Flat Rate LD IntraState 0.01401
Usage Bundles Minute Toll Inbound 8xx
Usage Type Quantity In State Regional Out of State In State Regional Out of State Flat Rate LMS ***** 15,000
Promotion Credit Duration of
Product Amount Credit
Promotional Credit -3,400.00 1
Other Charges (Non- Included Total Qty Price/Unit Total Price Recurring)
Access Loop
On Net T1 - 1 $0.00 $0.00
Access Loop
On Net T1 - 1 $0.00 $0.00
Trunks
Direct Trunk Overflow (DTO) - 1 $0.00 $0.00
PRI Trunk Port $0.00 $0.00
PS-ALI Account Service Installation Charge 1 $0.00 $0.00 Total Athar Charmac /Non Danurrinal
Total Location Solution Total Price
Total Location Monthly Recurring Charges $1,065.19
Total Location Non-Recurring Charges $0.00
Rates listed within the Usage Rates section are applicable for all locations, unless otherwise noted on the individual Service Location listing in the Usage Rates sub-section.

Notes: 1 - Per Minute 2 - Per Call 3 - Per Minute per Participant *Rates are subject to change on 30 days notice via bill message on customer's invoice. ** Additional charges apply for all local, long distance and 8XX features, network access charge, router maintenance, CPE maintenance and directory listings.

For the current features pricing, go to http://www.paetec.com/about-us/notice. *** Amounts listed are reasonable approximations based on initial proposal. Actual amounts shall depend on final lease amount set forth in the Customer's Lease Agreement.
t Each call is billed to two decimal places and rounds the billed amount for each call up to the nearest whole cent.

Customer Name
Customer Name City of Santa Monica, #5263775
Proposal / Quote ID 1296480
Install Street Address 1685 MAIN Street FLR 1RM 110
City, State, Zip SANTA MONICA, CA, 904013200
Opportunity ID 1371294
Service Order Type Renewal
Contract Term 36
Effective Date 02/28/2017
Included Total Qty Price/Unit Total Price
Dynamic IP Services
Interstate Market Expansion VTN DID Charge - 1,402 $0.30 $420.60
Total Features
$420.60
Usage Rates
Dedicated Switched Initial Additional Call
Usage Type Rate Rate Increment
Increment Rounding
Regional Long Distance Charges (D) 0.03001
6 sec 6 sec 2 digit t
In State Long Distance Charges (D) 0.03001 6 sec 6 sec
2 digit t
Out of State Long Distance Charges (D) 0.03001 6 sec 6 sec 2 digit t Local Measured Service Zone 1 Charges 0.02501
Local Measured Service Zone 2 Charges 0.02501
Local Measured Service Zone 3 Charges 0.02501
Total Location Solution Total Price
Total Location Monthly Recurring Charges $420.60
Total Location Non-Recurring Charges $0.00
tEach call is billed to two decimal places and rounds the billed amount for each call up to the nearest whole cent.

Customer Name
Customer Name City of Santa Monica, #4752877 Proposal / Quote ID 1296480 Install Street Address 1 WILSHIRE BLVD FLR 27
City, State, Zip LOS ANGELES, CA, 90017-3854
Opportunity ID 1371294 Service Order Type Renewal
Contract Term 36 Effective Date 02/28/2017
Bundled Services
Total Qty Price/Unit Total Price
Dynamic IP Bundle
Ethernet 10 Mb
Included
SIP Call Path Included
MPLS VPN Included
Total Services $1,288.76
Included Total Qty Price/Unit Total Price
Dynamic IP
IP Addresses Block of 4 Charge - 1 $0.00 $0.00
20 DID Station Numbers - $4.00 $4.00
Direct Trunk Overflow Charge - 1 $34.95 $34.95
FSLC Charge - $9.20 $46.00
Router Ping Monitoring Charge 1 $15.00
- $15.00
Total Features $99.95
Other Charges (Non-Recurring) Included Total Qty Price/Unit Total Price Access Loop
Local Loop Install Charge - 1 $0.00 $0.00
Dynamic IP
Router Ping Monitoring - 1 $0.00 $0.00
Total Other Charges (Non-Recurring) $0.00
Total Location Solution Total Price
Total Location Monthly Recurring Charges $1,388.71
Total Location Non-Recurring Charges $0.00
Customer Name
Customer Name City of Santa Monica, #5694990 Proposal / Quote ID 1296480 Install Street Address 304 E CARSON AVE City, State, Zip LAS VEGAS, NV, 89101-5903 Opportunity ID 1371294 Service Order Type Renewal
Contract Term 36 Effective Date 02/28/2017
Bundled Services Total Qty Price/Unit Total Price
Dynamic IP Bundle
On Net T1 Included
SIP Call Path 1 Included
MPLS VPN Included
Total Services $519.69
Included Total Qty Price/Unit Total Price
Dynamic IP
IP Addresses Block of 4 Charge - 1 $0.00 $0.00
20 DID Station Numbers - 1 $4.00 $4.00
FSLC Charge - $9.20 $46.00
Total Features $50.00
Other Charges (Non-Recurring) Included Total Qty Price/Unit Total Price Access Loop
On Net T1 - $0.00 $0.00
Total Other Charges (Non-Recurring) $0.00
Total Location Solution Total Price
Total Location Monthly Recurring Charges $569.69
Total Location Non-Recurring Charges $0.00
Total Solution Total Price
Total Monthly Recurring Charges $3,444.19
Total Non-Recurring Charges $0.00
Minimum Monthly Fee $3,440.75
Service Information
This Proposal is subject to and controlled by the Windstream Service Terms and Conditions, which are incorporated herein by reference and attached hereto. Your signature constitutes your acceptance of the Proposal and your agreement to Windstream's Service Terms and Conditions.

CUSTOMER WINDSTREAM
Signature: Signature:

Printed Name:

Printed Name:

Title:

Title:

Date:

Date:
windstream•
smart solutions. Dersonalizee service.

WINDSTREAM SERVICE TERMS AND CONDITIONS
Together with any proposal/order, service schedule(s), and any document incorporated by reference herein, these terms ("Agreement") apply to all telecommunications and related services ("Services") provided to Customer by the Windstream affiliate billing Customer ("WIN").

Term and Renewal. This Agreement is effective on the date identified on the proposal ("Effective Date") and will continue for the term set forth in the proposal from the last date that Services are installed (the "Term"). Upon expiration of the Term, this Agreement will automatically renew for successive one-year terms (each, a "Renewal Term"). If this Agreement is a renewal, it may take one to two billing periods for the rates herein to become effective.

2. Charges for Services. Charges are set forth on a proposal or assessed as Services are used by Customer (i.e., features, installation/repair, long distance (rounded up to next cent), etc.). Customer is responsible for all permissible taxes, surcharges, fees, and assessments that apply to Services, including how those may change in the future, and regardless of whether such charges are identified in the Agreement. Customer shall pay all charges if WIN or a third party provider is required to extend the demarcation point, delay installation due to Customer, or undertake special construction. WIN RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING CHARGES ("MRCS") ON AT LEAST THIRTY (30) DAYS' NOTICE AND OTHER RATES AT ANY TIME.

Installation. Customer must provide an environment that is suitable for the Services, including equipment that is compatible with WIN's network.

Unless otherwise agreed in writing by WIN, Customer is responsible for obtaining access to Customer's premises for WIN to install Services/perform maintenance and WIN will not enter into any agreements with Customer's landlord or other third parties to obtain same. Customer is solely responsible for disconnecting Services with its current service provider to avoid duplicated charges after Service installation. For fixed wireless Services,, unless otherwise agreed in writing by WIN, Customer has the additional material obligations to: (a) obtain "roof rights" and make available all evidence of same to WIN; (b) provide space for WIN equipment at the Service locations, no further than three hundred (300) feet from Customer's router or switch interface; and, (c)

4. Billing and Payment; Disputes. Installation occurs and billing at a location begins on the earlier of (i) the date WIN makes Services available to Customer for its use (which may be the date administrative access to certain software-based Services is granted to Customer); or (ii) the date that Service would have been available for use by Customer if Customer had fulfilled its obligations required to provision and install the Service. Bills are issued monthly and are late if not paid by the due date reflected on the invoice. Customer is responsible for paying all costs and fees WIN incurs as a result of collecting Customer's unpaid and resolved disputed charges. WIN may choose to bill in full monthly increments with no proration for partial service periods when Service either starts or ends in the middle of a billing cycle. WIN may accept payments marked "payment in full" or being in settlement of any dispute without waiving any
rights it has to collect in full. If full payment is not received for undisputed charges in immediately available funds, WIN will add collection and late fees.

In certain service areas, paper bills are available only upon request and for a monthly charge. To dispute charges, Customer must do so in good faith and deliver to WIN in writing the specific basis for such dispute within sixty (60) days after the date on the invoice or the dispute shall be deemed waived.

Credit and Deposits. Customer authorizes WIN to ask credit-reporting agencies for Customer's credit information. WIN may either refuse to serve Customer based on such credit information or require Customer to submit an initial security deposit and/or advance payment or if Customer increases Services, is late on payment, or its credit rating changes. Any deposit will be refunded if not applied by WIN to any unpaid amount.

6. Moves. If Customer moves, it must provide at least ninety (90) days' advance written notice and pay applicable installation charges and increased monthly service charges for the new location. If WIN cannot serve the new location, cannot install Service at the new location due to Customer's failure to provide enough notice, or Customer terminates due to the move, cancellation charges or liquidated damages pursuant to Sec. 11 shall apply.

7. WIN-Provided and Owned Equipment; Customer Equipment Compatibility. Any equipment owned and installed by WIN on Customer's premises remains the property of WIN. Equipment shall remain in good condition and be reasonably protected by Customer from theft and damage, less normal wear e ros anded as real and tear. WIN shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse WIN for the cost of any necessary repairs. WIN reserves the right to refuse to perform any installation or repair work and may, when necessary, charge Customer for interior or exterior cable or wiring to complete the installation or repairs at WIN's then current hourly rates. Customer shall provide WIN reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. If WIN does not have access to Customer's premises within thirty (30) days after Customer terminates this Agreement, or if WIN requests Customer return the equipment and Customer does not return the eguipment to WIN within thirty (30) days of termination or it is returned damaged (during shipping or otherwise), Customer shall reimburse WIN for the fair market value of the equipment as well as any attorney's fees and costs to collect. Customer's equipment, software, cables or hardware attached to WIN equipment or WIN's network is solely the responsibility of Customer and must be compatible with and not cause any interference on WIN's network.

8. WIN-Provided Software. Software and its documentation provided as part of Services and Equipment or otherwise provided by WIN to Customer shall be used by Customer solely as part of the Services and for no other purpose. Customer may be required to provide WIN with evidence that its use of the software; (ii) reverse engineer, decompile, or disassemble the software; (iii) sell, resell, transfer, license, sublicense, or distribute the software; or (iv) create, write, or develop any derivative software or other software program that is based on such software.

9. Use of Services. Customer and/or anyone acting through it may not resell Services or use Services for: (a) traffic aggregation; (b) its own end users and/or customers as a telecommunications or any other kind of provider; (c) sending WIN calls that originate from a location other than the local calling area associated with the Customer's service location; or (d) sending WIN large volumes of calls from or to areas that are high-cost (areas with access costs greater than regional Bell operating company access costs) or to a toll-free number. Additionally, no more than ten percent (10%) of Customer's calls may be six (6) seconds or less and/or no more than forty percent (40%) of call attempts may be uncompleted per trunk group and/or DS0/DS0 equivalent.

For violations of this Section, WIN may: (w) immediately terminate Services; (x) charge Customer long-distance charges and an additional price per minute; (y) charge Customer any additional amounts necessary to recoup WIN's administrative costs and charges from other carriers; and/or, (z) require Customer to pay for the excessive use immediately and make a deposit.

10. Termination. Either party may terminate this Agreement by providing at least thirty (30) days' notice prior to the end of the initial Term or a Renewal Term, or if the other party is in breach of any material provision of this Agreement and fails to cure within thirty (30) days after written notice (or after ten (10) days' notice for nonpayment). Customer's right to terminate for breach applies to the affected location and/or Services only. WIN may limit, interrupt, suspend or terminate Services IMMEDIATELY if Customer or others acting through Customer: (a) use the Services in violation of Sec. 9; (b) use the Services in a manner that affects WIN's network or other customers, (c) use the Services fraudulently or unlawfully; d) use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services; (d) use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services; or, (e) use the Services in a manner that may cause or is causing an imminent and significant operational, financial, or security risk; or, (f) impersonates another person, uses obscene or profane language or is abusive to or harassing WIN representatives and fails to stop such behavior after receiving a written or verbal warning. After termination due to breach, WIN may restore Service if Customer corrects any breach and pays all outstanding amounts owed, including restoration charges. In addition to these termination rights, if WIN determines that providing Services is not economically or technically feasible or because underlying facilities leased from third parties are no longer available to WIN due to legal/regulatory changes, WIN has the right to terminate this Agreement either prior to installation or on sixty (60) days' notice after installation.

11. Effect of Termination.

Pre-Installation- If Customer terminates this Agreement due to any reason other than WIN's material breach or if WIN terminates this Agreement due to Customer's material breach after the Effective Date but prior to the installation of Service(s), Customer will pay WIN a Pre-Installation Cancellation Charge ("Cancellation Charge") equal to three (3) months of MRCs except that if WIN's costs to other providers are greater than this amount, Customer shall also reimburse WIN for such additional costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by WIN to prepare for installation. The Cancellation Charge set forth in this Section is in lieu of the charges Post-Installation- IF CUSTOMER TERMINATES THIS AGREEMENT OR PART OR ALL SERVICES PROVIDED HEREUNDER AFTER

INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR WIN'S MATERIAL BREACH OR IF

WIN TERMINATES THIS AGREEMENT DUE TO CUSTOMER'S MATERIAL BREACH, CUSTOMER SHALL PAY TO WIN AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MRCS APPLICABLE TO THE

SERVICES THAT WERE TERMINATED MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN-CURRENT TERM OR

RENEWAL TERM EXCEPT THAT IF WIN'S COSTS TO OTHER PROVIDERS ARE GREATER THAN THIS AMOUNT, CUSTOMER SHALL ALSO REIMBURSE WIN FOR SUCH ADDITIONAL COSTS. IF THE CUSTOMER PARTIALLY CANCELS AND HAS A MINIMUM MONTHLY FEE ("MMF"), THEN THE CUSTOMER SHALL CONTINUE TO BE BILLED THE MMF ("LIQUIDATED DAMAGES"). CUSTOMER

ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED BY WIN.

12. Limitation of Liability; Indemnity. FOR PURPOSES OF SECTIONS 12 AND 13, "WIN" INCLUDES ITS OFFICERS, DIRECTORS,

SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF WIN RESELLS SERVICES. EXCEPT FOR WILLFUL MISCONDUCT, WIN'S LIABILITY FOR SERVICES AND INSTALLATION WILL NOT EXCEED ANY CREDITS OFFERED BY WIN FOR OUTAGES PURSUANT TO WIN'S THEN-EFFECTIVE CREDIT POLICY. IN

NO EVENT WILL WIN BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS,

LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA), ANY PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICE, OR ATTORNEY'S FEES. CUSTOMER IS RESPONSIBLE FOR ALL USAGE,

CHARGES, AND LIABILITY INCURRED DUE TO THEFT OR FRAUD OVER THE SERVICES WHILE IN CUSTOMER'S CONTROL, REGARDLESS OF WHETHER/WHEN WIN NOTIFIES CUSTOMER OF INCREASED USAGE. PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT WIN'S LIABILITY AS PROVIDED HEREIN. CUSTOMER INDEMNITY: CUSTOMER

SHALL INDEMNIFY, DEFEND, AND HOLD WIN HARMLESS IF CUSTOMER'S USE OF THE SERVICES CAUSES A THIRD PARTY TO MAKE A CLAIM AGAINST WIN.

Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, SERVICES, EQUIPMENT, AND THE DESIGNATED CUSTOMER AREA ON WIN'S PREMISES, IF APPLICABLE, ARE PROVIDED ON AN "AS IS" AND "AS-AVAILABLE" BASIS

WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE

OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,

WARRANTY ARISING BY COURSE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE INCLUDING, BUT NOT

LIMITED TO, BROADBAND SPEEDS, UNINTERRUPTED OR ERROR-FREE SERVICE, TRANSMISSION QUALITY, AND ACCURACY OF ANY DIRECTORY LISTINGS. EXCEPT AS EXPRESSLY PROVIDED IN WIN'S PRIVACY POLICY AND BY LAW, WIN HAS NO

OBLIGATION TO PROVIDE SECURITY OR PROTECTION FOR CUSTOMER'S PRIVACY, CONFIDENTIAL INFORMATION OR DATA. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY WIN'S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION.

14. Force Majeure. WIN shall have no liability, including service credits, for any delay or failure to perform caused by any event beyond its reasonable control or during any maintenance periods necessary on WIN's network or equipment, including but not limited to delays or failures caused by third parties' or Customer's actions or failure to act or permit WIN access.

Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution. THIS AGREEMENT IS SUBJECT TO AND INCORPORATES THE FOLLOWING BY REFERENCE, AS THEY MAY CHANGE FROM TIME TO TIME: (1) THE TERMS AND CONDITIONS OF THE TARIFFS FILED WITH STATE PUBLIC SERVICE COMMISSIONS; (II) THE FCC OR STATE SERVICE PUBLICATIONS POSTED AT http://www.windstream.com/Legal- Notices/; (III) FOR INTERNET, THE "ACCEPTABLE USE POLICY" POSTED AT http://www2.WIN.net/customersupport/usersguide/accept/accept.htmi AND THE "PRIVACY POLICY" POSTED AT http://www.WIN.com/privacv.aspx; (IV) FOR CERTAIN VALUE-ADDED SERVICES (I.E., ONLINE BACK UP SERVICES, TECH HELP, ETC, THE CLICK-THROUGH AGREEMENTS RELATED TO THOSE SERVICES REQUIRED PRIOR TO ACCESSING THEM; AND (V) THIRD PARTY SOFTWARE TERMS, IF APPLICABLE. This Agreement constitutes the parties' entire agreement. In the event of any conflict between the terms of this document and any of the documents incorporated by reference, the terms of this document control followed (in order) by any click-through agreements for applicable Services, the Tariffs and the FCC or state Service Publications, and then the Acceptable Use and Privacy

16. Miscellaneous. (a) Signatures and Amendments: This Agreement may be signed in counterparts, and facsimile or electronic scanned copies may be treated as original signatures. WIN also may execute this Agreement via a verifiable electronic signature. This Agreement may be amended only in a writing signed by authorized representatives of each party. This Agreement and its incorporated documents supersede any and all statements or promises made to Customer by any WIN employee or agent; (b) Notices and Electronic Communications: Any notice pursuant to this Agreement must be in writing and will LEONE be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer's proposal or to WIN at WIN, Attn:

Correspondence Division, 301 N. Main St., Greenville, SC 29601, [email protected] or at such other address provided to the other party. Customer disconnection requests must be initiated by accessing the online portal at www.windstreamonline.com, or by calling i-800-600-5050 Customer agrees that WIN may send electronic messages to Customer concerning WIN's Services; (c) Compliance with Laws; Applicable Law: Each part shall comply with all laws and regulations applicable to this Agreement. This Agreement is subject to applicable federal law and the laws of the state in which the Services are provided or, if provided in multiple states, then Delaware law, both of which shall be without regard to that state's conflict of laws principles; (d) Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF UNDER OR IN CONNECTION WITH THIS AGREEMENT; (e) Statute of Limitations: Other than billing disputes subject to shorter time periods in Sec. 4, no claim may be asserted by either party more than two (2) years after the occurrence that is the basis of the claim; (f) Assignment: On written notice, either party may assign this Agreement (for WIN, such assignment may be in whole or in part), to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer must complete all paperwork necessary to effectuate such assignment may be in whole or in part), to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer must complete all paperwork necessary to effectuate such assignment or any change in ownership.: (g) Third Party Beneficiaries: No third party shall be deemed a beneficiary of this Agreement; (h) Waiver: Either party's failure to enforce any right or remedy available under this Agreement is not a waiver: (i) Severability: If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect; () Sections 12 and 13 survive after this Agreement ends; (k) Handwritten Changes: Handwritten changes are not binding on either party; (I) Use of Products in U.S. Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the products, services or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations. At WIN's request, Customer shall sign written assurances anc other export-related documents as may be required for WIN to comply with U.S. export regulations; (m) Publicity and Confidentiality: Customer agrees that WIN may publicly disclose that WIN is providing Services to Customer and may include Customer's name in promotional materials and press releases.

Except when this Agreement is required to be filed with a governmental authority, this Agreement is confidential and shall not be disclosed publicly to any third party except the such dealer or agents) of WIN.

Exhibit C
Insurance Requirements
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:

5. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

6. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the Consultant has no owned autos, Code 8 (hired) and Code 9 (non- owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

7. Workers' Compensation: Workers' Compensation insurance as required by the State of California, with Statutory Limits and Employers' Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

8. Professional Liability: Insurance appropriate to the Consultant's profession with a limit of not less than $1,000,000 each claim/$2,000,000 in the annual aggregate (see footnote #2).

If the Consultant maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

Other Insurance Provisions

2. The policies are to contain, or be endorsed to contain, the following provisions:
e. Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance at least as broad as Insurance Services Office Form CG 20 10 11 85.
f. Primary Coverage (CGL, Auto, and Professional Liability): For any claims related to this contract, the Consultant's insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it.
g. Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
h. Waiver of Subrogation (all policies): Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant ay acquire against the City of Santa Monica by virtue of payment of any lo:
onsultant agrees to obtain any endorsement that may be necessary to affect th waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

2. If the Professional Liability policy provides "claims made" coverage:
d. The Retroactive Date must be shown, and must be before the date of this Agreement or the start of work.
e. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
f. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Failure to Maintain Insurance Coverage
If Consultant, , for any reason, fails to maintain insurance coverage which is required •pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages rom the Consultant resulting from said breach. Alt
nay purchase such restin tom said breach. Alernatively, the City of Santa Monic notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes
#1: Workers' Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City's Workers' Compensation Coverage Exemption Declaration Form.
#2: Professional Liability insurance is required if the Consultant is providing a professional service regulated by the State (e.g., insurance agents, doctors, lawyers, architects, engineers, certified public accountants, etc.). However, some Consultants, such as software designers, claims administrators, or human resources professionals, should also carry Professional Liability insurance. Contact Risk Management for guidance.