(Rev. 6.14.21)
COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:
1. Cooperative/Piggyback
Name:
Merced County
2. Contractor: Telcion Communications Group
3. Cooperative Agency
Agreement Name and
Agreement Number:
Merced County, Fast Open Contracts Utilization
Services (FOCUS), Agreement Number 2021106 for
Technology Solutions
4. Cooperative Agency Initial
Agreement Term:
Start Date: June 8, 2021
End Date: June 7, 2024
5. Cooperative Agency’s
Agreement-Options to
extend:
N/A
6. Cooperative Agency
Amended Term:
N/A
7. Cooperative Agency
Remaining Options to
Renew:
N/A
8. City of Stockton
Cooperative Purchase
Agreement Term:
Start Date: July 1, 2022
End Date: June 7, 2024
9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:
Not to Exceed $750,000 for the term of the
Agreement.
AGREEMENT
The City of Stockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced Merced County, Fast Open Contracts Utilization Services (FOCUS) Agreement Number 2021106 (“COOP”) as such may be amended from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).
ATTACHMENT A
1 (Rev. 6.14.21)
Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.
1. Agreement Term: The Term of this Agreement shall remain in effect from July 1, 2022 through June 7,2024 unless terminated earlier by the City. If the Cooperative/Piggyback Agency extends the COOP with the Contractor the City has the option to extend the term of this Agreement by written amendment.
2. Insurance and Hold Harmless: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A , Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.
To the fullest extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify the City of Stockton, its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Stockton’s sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall surviv e the termination of this Agreement.
3. Compensation: City and Contractor do her eby enter into this Agreement for telecommunication services, hardware and subscriptions for voice over internet protocol (VoIP) available in the above -named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached quote Exhibit C . In no way, shall payment to the Contracto r during the term of this Agreement exceed $750,000 for the term of the Agreement for the purchase of telecommunication services, hardware and subscriptions for voice over internet protocol (VoIP). Any person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.
4. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.
ATTACHMENT A
2 (Rev. 6.14.21)
This Agreement may be amende d only by a written amendment , consistent with the COOP, signed by Contractor and City.
CITY OF STOCKTON TELCION.
By: __________________________
Harry Black, City Manager Signature
____________________________
Print name
ATTEST: Title: ________________________
____________________________ [If Contractor is a corporation, signatures must Eliza R. Garza CMC, City Clerk comply with Corporations Code §313] APPROVED AS TO FORM:
By: __________________________
___________________________ Signature
City Attorney,
__________________________
Print name
Title: _______________________
ATTACHMENT A
3 AGREEMENT FOR SPECIAL SERVICES
MERCED COUNTY
CONTRACT NO.
THIS AGREEMENT, is made and entered into by and between the County of Merced, a political subdivision of the State of Califomia, (hereinafter referred to as "County"), and Telcion Communications Group, a Califomia corporation, located at 140 West Main Street, Turlock, California, 95380 (hereinafter referred to as "Contractor").
WHEREAS, County desires to retain Contractor to perform the services in connection with the Fast Open Contracts Utilization Services (FOCUS) pursuant to Government Code Sections 25330 - 25338; and,
WHEREAS, Contractor represents it has considerable knowledge and experience relating to the performance of such services; and,
WHEREAS, the parties desire to set forth herein the terms and conditions under which said services shall be furnished.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows:
1, SCOPE OF SERVICES
1.1 FOCUS Program Overview
The purpose of this FOCUS Agreement will be to provide the means for counties, cities, schools, special districts and other governmental entities in California and nationally to purchase their needed telecommunications technology solutions through a formally bid contractual relationship.
FOCUS iiso provides the means for govemments to reduce their costs of procurement while leveraging their dollars with other governments to achieve greater buying power. FOCUS offers the possibility of choosing more than one provider in each category'
1.2 FOCUS Program Design for Contractor
The program design shall incorporate the principles as they apply to the following awarded telecommunications technology categories:
Communications Services:
. Call Center Solutions (with ACD)
. Emergency Notification Solutions (Reverse 911)
. Engineering/Consulting Services
I,i i.: -: | -r.r,iil .!riiI:r\ rr r'O Zl?) IDL
Exhibit A
ATTACHMENT A
4 . lntegrated Voice Response (lVR)
. Voice over lnternet Protocol (VOIP)
. Unified Messaging (UM)
. TelecommunicationsSystems(PBX)
. Telephone Handsets
. Voice Mail Solutions
. Wireless Voice Communication Services
lnfrastructu re:
. Cabling Services
Enterprise l\ilobility Solutions:
. Mobile Device Management
Maintenance Services
Network & Enterprise Security Solutions:
. Firewall and Virtual Private Network (VPN)
. lntrusionDetection/PreventionSolutions
. Network, Host and Enterprise Management Solutions
. Video Solutions
. Wireless Solutions (Wi-Fi)
E-Governmeni
. Web Monitoring and Filtering Solutions
Enterprise Systems:
. Virtualization(Servers)
. Virtual Desktop lnfrastructure (VDl)
. Anti-Virus, Spam, Spyware Solutions
. Data Encryption Products and Services
. Hosting Services and Applications (Cloud and SaaS)
. Radio Frequency ldentification (RFID)
. Server, Storage and Data Management Products
. Telepresencely'ideoConferencing
Training Solutions
Consulting Services
Other Goods and Services
'1.3 Services
Contractor shall provide such services in a good and professional manner in accordance with the terms and conditions stated herein, and any Exhibit A
ATTACHMENT A
5 1.4
specifically referenced attachments hereto. The following exhibits are specifically inmrporated by reference, aftached hereto, and made a part hereof, except when in conflict with this Agreement or modified herein:
Exhibit A - County's Request for Proposal #7370
Exhibit B - Contractor's Responding Proposal
Services shall include all activities of Contractor necessary to its performance of the work included in the scope herein described and shall perform all seryices as an independent contractor; not as an agent or employee ofthe County.
ln the performance of Contracto/s duties to perform such services, Contractor's services include, but are not limited to, the following:
a. Provide telecommunications products and services, using a competitively bid procurement tool, to public entities nationally. b. Offer superior products and services, at competitively bid prices, to insure public entity telecommunications goals are being achieved. c. Service FOCUS needs in specifically awarded telecommunications technology categories as listed in Section 1.2.
Conlractor Commitments
a. Selected FOCUS partners are authorized to add new product lines as needed to replace discontinued product lines. Merced County will be notified in writing of such product changes (with pricing) as they occur.
b. Not Specifically Priced ltems (NSP) - FOCUS users may order non-contracted products and services lhat are in support of the contracted items listed on the Purchase Order. Any NSP items must be peripheral and subordinate to the contracted items. The total value of all NSP items shall not exceed ten percent (10%) of the total price of the Purchase Order.
c. Merced County reserves the right to receive and process all orders at a future date.
d. Corporate level management support and resource commitment to the FOCUS Program.
e. Corporate level dedication to at least a California marketing proglzlm.
Exhibit A
ATTACHMENT A
6 f. Corporate level commitment to their sales force in promoting the FOCUS Program and rewarding successes.
g. An aggressive marketing strategy.
h. Excellence in customer support and service.
i. A commitment to use local providers and/or contracted seNices where a corporate presence does not exist.
j. A product and service quality assurance program that meets or exceeds industry excellence standards.
k. The most competitive pricing given to a state/local government agency for the array of products and/or services offered. l. An ability to include industry leaders in the corporate and product suites offered through subcontractor relationships.
m. An on-line order placemenutracking system for immediate input or retrieval of information/acknowledgments by vendor.
n. As required, a customer help desk (800 number/on-line access) to assist customer technical and administralive issues.
o. Product, service, and installation excellence to any location that meets industry's highest standards.
p. The availability and inclusion of product supplies, product training, networking services (if appropriate), and product maintenance' q. All product installations and modifications performed by supplier will be by manufacturer-authorized personnel and meet manufaclurer- documented specifications, unless otherwise specmcally stated in the purchase order/Statement of Work.
r. All contractors offering technology services must be certified by the California Public Utilities Commission (CPUC) to offer those services. Evidence of certification from CPUC is required' s. All products offered as a part of FOCUS must meet or exceed the specifications of the referenced brands.
Exhibit A
ATTACHMENT A
7 2.
1.5 MandatoryAdministrative Requirements
a. Notify Merced County of all saies made under FOCUS, including order/delivery progress, within fourteen ('14) business days of order- b. Quarterly and annual sales reports.
c. A producuservice document, paper or electronic - to be produced at least four (4) times per year. Electronic documents shall be updated immediately for price reductions. The document must show the array of producvservice offerings, producvservice descriptions, and pricing schedules based on single item purchases. lf appropriate, greater price reductions are expected as volume on identical items is increased. A percent of volume discount must be provided prior to order.
d. Price increase/price decline policies. All price reduction changes must be published within seventy-two (72) hours.
e. Quarterly Administrative fees for Merced County.
f. Subcontractor list (See Agreement Attachment 1).
g. Ordering (including invoices, payments, taxes on sales and services, and retum procedures), reporting, and reconciliation procedures (See Agreement Attachment 2).
h. Support services including help desk phone numbers.
i. Wananty statements.
j. Point of contact including phone/faxle-mail information- TERM
The term of this Agreement shall commence on the 8th day of June, 202'1, and continue until the 7ih day of June, 2024, unless sooner terminated in accordance with the sections entitled 'TERMINATION FOR CONVENIENCE", 'TERMINATION FOR CAUSE", or "CONDITION SUBSEQUENT/NON-
APPROPRIATION OF FUNDING', as set forth elsewhere in this Agreement'
ADMINISTRATIVE FEES
Contractor agrees to pay Merced County administrative fees in accordance with the following schedule on a quarterly basis. Payment is to be made not later
3. Exhibit A
ATTACHMENT A
8 than thirty (30) days following the end of the quarter (April 30, July 31 , October 31 , January 31).
(Sales will be calculated for fiscal year of January 1st through December 31st and reset each year)
Annual Sales Through Contract Administrative Fee
$o - $2,ooo,o0o 1Yo
$2,000,000+ 0.5%
4. PUBLIC AGENCY PARTICIPATION
Any public agency, i.e., city, district, public authority, public agency, municipality and other political subdivision or a public corporation of california (hereinafter refened to as public agency) located in the state of california or any other state shall have the option of participating in any award made as a result of this proposal at the same prices, F.O.B. destination, and terms and conditions. The public agency shall make purchases in their own name, have deliveries made to their facilities, and be responsible for tax liability and payments directly to the Contractor. The public agency will hold harmless the County from all claims, demands, actions, or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with use of this Contract.
Public Agencies may not qualiff vendors for their contract offerings by using FOGUS Terms and Conditions.
PROGRAM UTILIZATION REQUIREMENTS
ln order for a public agency to utilize FOCUS contracts, the public agency must first complete an agreement with Merced county. Agreements are accomplished by referencing vendor's specific FOCUS contract number on each public agency's purchase order, forwarding original to Contractor, and providing an informltion copy to the Merced County Department of Community and Economic Development via U.S. Mail, fax, or e-mail. For ordering, reporting, and reconciliation procedures, see Contract Attachment 2'
NOTICES
All notices, requests, demands or other communications under this Agreement shall be in writing. Notice shall be sufficiently given for all purposes as follows:
A. Personal Delivery. When personally delivered to the recipient, notice is effective uPon delivery.
5. o.
Exhibit A
ATTACHMENT A
9 B. First Class Mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.
C. Certified Mail. When mailed by certified mail, return receipt requested, notice is effective upon receipt, if delivery is confirmed by a return receipt.
D. Ovemight Delivery. When delivered by an ovemight delivery service, charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service.
Any correctly addressed notice that is refused, unclaimed or undeliverable because of an acf or omission of the party to be notified shall be deemed effective as of the first date that the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messengersi or ovemight delivery service lnformation for notice to the parties to this Agreement at the time of endorsement of this Agreement is as follows:
county of lverced c/o
Director
Community & Economic Development
Merced county
2222 M Slrcel
Merced, CA 95340
Contractor
Telcion Communications Group, lnc.
Danen Rodrigues
Business Technology Consultant
'140 West Main Street
Turlock, CA 95380
7. Any party may change its address by giving the other party notice of the change in any manner permitted by this Agreement.
CONDITION SUBSEQUENT/NON-APPROPRIATION OF FUNDING
The compensation paid to Contractor pursuant to this Agreement is based on County's continued appropriation of funding for the purpose of this.Agreement, as well as the receipt of local, county, stale and/or federal funding for this purpose. The parties acknowledge that the nature of govemment finance is unpredictable, and that the rights and obligations set forth in this Agreement are therefore contingent upon the receipt and/or appropriation of the necessary funds. ln the event that funding is terminated, in whole or in part' for any reason' at any time, this Agreement and all obligations of the County aising-from this Agreement shall be immediately discharged. County agrees to inform Contractor ni later than ten (10) calendar days after the County determines, in its sole judgment, that funding will be terminated and the final date for which funding will-be -available. Under these circumstances, all billing or other claims for compensation or reimbursement by Contractor arising out of performance of this Agreement must be submitted to County prior to the final date for which funding is available. ln the altemative, County and Contractor may agree, in such Exhibit A
ATTACHMENT A
10 6.
circumstance, to a suspension or modification of either party's rights and obligations under this Agreement. Such a modification, if the pafiies agree thereto, may permit a restoration of previous contract terms in the event funding is reinstated. Also in the alternative, if funding is pmvided to the County in the form of promises to pay at a later date, whether referred to as "government warrants;', "lOU's", or by any other name, the County may' in its sole discretion, provide similar promises to pay to the Contractor, which the Contractor hereby agrees to accept as sufficient payment until cash funding becomes available'
TERMINATION FOR CONVENIENCE
This Agreement, notwithstanding anything to the contrary herein above or hereinafter set forth, may be terminated by County at any time without cause or legal excuse by poviding the other party with thirty (30) calendar days written notice of such termination.
Upon effective date of termination, County shall have no further .liability to Contractor except for payment for actual services incurred during the performance hereunder. Such liability is limited to th,e time specified in said notice and for services not previously reimbursed by County Such liability is further limited to the extent such costs are actual, necessary, reasonable, and verifiable costs and have been incuned by Contractor prior to, and in connection with, discontinuing the work hereunder.
TERMINATION FOR CAUSE
The County may terminate this Agreement and be relieved -of
making any
payments to Contractor and all duties to Contractor should the Contractor fail to ir"itor, ,ny material duty or obligation of the Agreement Notice shall be given as otherwiie pmvided herein. ln the event of such termination the County may proceed with ihe work in any manner deemed proper by the County All costs to [tre County shall be deduct,ed from any sum otheMise due the. Contractor and in" Ortan"", if any, shall be paid to the Contractor upon dem€nd- Such remedy Lin aodition to such other remedies as may be available to the County provided by law.
MODIFICATION OF THE AGREEMENT
Notwithstanding any of the provisions of this Agreement, the parties may agree to amend thiJ Ag;eement. No alteration or variation of the terms of this Agreement shall b; valid unless made in writing and signed.by the.parties hereto' N6 oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto
9. t0.
Exhibit A
ATTACHMENT A
11 11. INSURANCE
A. Prior to the commencement of work, and as a precondition to this Agreement, Contractor shall purchase and maintain the following types of iniurance for the stated minimum limits indicated during the term of this Agreement. Contractor shall provide a certificate of insurance and endorsements on each policy as required in this section. Each certificate of insurance shall specify if Contractor has a self-insured retention (SlR), and if so, Contractor shall be required to provide the entire policy of insurance with which it has an SIR and/or deduciible. All deductibles and SlRs shall be fully disclosed in the Certificates of lnsurance and are subject to the express written permission of the County Risk Manager.
1. Commercial General Liability: $2,000,000 per occunence and $4,OOO,OO0 annual aggregate covering products and completed operations, bodily injury, personal injury and property damage. The County and its officers, employees and agents shall be endorsed to above policy as additional insured, using ISO form CG2026 or an alternate form that is at least as broad as form CG2026, as to any liability arising from the performance of this Agreement.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage, or altematively split limits of $500,000 per person ;nd $l,OOO,OOo per accident for bodily inlury with $250,000 per accident for property damage.
3. Workers Compensation: Statutory coverage, if and as required according to the California Labor Code, including Employers' Liability limits of $1,OoO,OOO per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the County.
4. Professional Liability (Enors and Omissions): $1,000,000 limit per occurrence and $5,000,000 annual aggregate limit covering Contractor's wrongfulacts, errors and omissions. Any aggregate limit for professional liability must be separate and in add-ition toany CGL aggregate limit. Claims - made coverage requires Contractor to main'tiini minimum of three (3) years extended reporting period or tail coverage.
5. Technology Professional Liability Errors and Omissions lnsurance appropriai; to the Contractor's profession and work hereunder, with limits not less than $2,OOO,OOO per occulrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual Exhibit A
ATTACHMENT A
12 B.
property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufflcient to respond to these obligations.
The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Contractor. lf not covered under the Contracto/s liability policy, such "property" coverage of the Agency may be
endorsed onto the Contracto/s Cyber Liability Policy as covered property as follows;
Cyber Liability coverage not less than $2,000,000 per
occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property' of the Agency that will be in the care, custody, or control of Contractor.
INSURANCE CONDITIONS
1. lnsurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A M. Best Co. as A: Vll or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager'
2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation.
The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Gontractor to furnish insurance during the term of this Agreement.
3. lf the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County.
'10
Exhibit A
ATTACHMENT A
13 12.
4. lf the Contractor uses Sub-Contractors or others to perform work under this Agreement, such Sub-Contractor or other persons shall be Named lnsured or Additionally lnsured to the Contractor's required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.
INDEMNIFICATION
Contractor has the mntracted duty (hereinafter "the duty") to indemnify, defend and hold harmless, County, its Board of Supervisors, officers, employees, agents and assigns from and against any and all claims, demands, liability, judgments, awards, interest, attorney's fees, costs, experts' fees and expenses of whatsoever kind or nature, at any time arising out of or in any way connected with the performance of this Agreement, whether in tort, contract or otherwise.
This duty shall include, but not be limited to, claims for bodily injury, pmperty damage, personal injury, and mntractual damages or otheMise alleged to be caused to any person or entity including, but not limited to employees, agents and officers of Contractor.
Contractor's liability for indemnity under this Agreement shall apply, regardless of fault, to any acts or omissions, willful misconduct or negligent conduct of any kind, on the part of the Contractor, its agents, subcontractor and employees. The duty shall extend to any allegation or claim of liability except in circumstances found by a jury or judge to be the sole and legal result of the willful misconduct of County. This duty shall arise at the first claim or allegation of liability against County. Contractor will on request and at its expense defend any action suit or proceeding arising hereunder. This clause for indemnification shall be interpreted to the broadest extent permitted by law.
PATENT INDEMNITY
The awarded Bidder shall hold the County, its officers, agents, and employees, harmless from liability of any nature in kind, including costs and expenses, from infringement or use of any copyrighted or un-copyrighted composition, secret prccess, patented or unpatented invention, article, or appliance furnished or used in connection with this proposal. The Bidder may also be required to furnish a bond or other indemnification to the County against any and all loss' damage, costs, expenses, claims, and liability for patent or copyright infringement.
INDEPENDENT CONTRACTOR
It is mutually understood and agreed that Contractor is an independent Contractor in the performance of the work duties and obligations devolving upon Contractor under this Agreement. County shall neither have, nor exercise any control or direction over the methods by which Contractor shall perform the assigned work and functions. The contractual interest of County is to assure that
13. 14.
11 Exhibit A
ATTACHMENT A
14 15.
the services covered by this Agreement shall be performed and rendered in a competent, efficient and satisfactory manner.
It is agreed that no employer-employee relationship is created and Contractor shall hold County harmless and be solely responsible for withholding, reporting and payment of any federal, state or local taxes; any contributions or premiums imposed or required by workers' compensation; any unemployment insurance; any social security income tax; and any other obligations from statutes or codes applying to Contractor, or its subcontractors and employees, if any.
It is mutually agreed and understood that Contractor, its subcontractors and employees, if any, shall have no claim under this Agreement or otheMise against the County for vacation pay, sick leave, retirement or social security benefits, occupational or non-occupational injury, disability or illness, or loss of life or income, by whatever cause.
Contractor shall insure that all its personnel and employees, subcontractors and their employees, and any other individuals used to perform the contracted seNices are aware and expressly agree that County is not responsible for any benefits, coverage or payment for their efforts.
RECORDS, INFORMATION AND REPORTS
Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement. To the extent permitted by law, County shall have free access at all poper times or until the expiration of four (4) years after the fumishing of services to such records, and the right to examine and audit the same and to make transcrjpts therefrom, and to inspect all data, documents, proceedings, and activities pertaining to this Agreement.
To the extent permitted by law, Contractor shall furnish County such periodic reports as County may request pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith shall be borne by the Contractor.
OWNERSHIP OF DOCUMENTS
To the extent permitted by law, all technical data, evaluations, plans, specifications, reports, documents, or other work products developed by Contractor hereunder are the exclusive property of County and upon request of County shall be delivered to County upon completion of the services authorized hereunder. ln the event of termination, all finished or unfinished documents and other materials, if any, at the option of County, and to the extent permitted by law, shall become the property of the County. Contractor may retain copies thereof for its files and internal use.
16. 12
Exhibit A
ATTACHMENT A
15 17.
Any publication of information directly derived fmm work performed or data obiained in connection with services rendered under this Agreement must be first approved by County.
QUALITY OF SERVICE
Contractor shall perform its services with care, skill, and diligence, in accordance with the applicable professional standards currently recognized by such profession, and shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all reports, designs, drawings, plans, information, specifications, and/or other items and services fumished under this Agreement.
Contractor shall, without additional compensation, conect or revise any elrors or deficiencies immediately upon discovery in its reports' drawings, specifications, designs, and/or other related items or services.
PERSONAL SATISFACTION AS A CONDITION PRECEDENT
The obligations of County as provided in this Agreement are expressly condition;d upon Contractols compliance with the provisions of this Agreement to the personal satisfaction of the County. County shall determine compliance in good faith as a reasonable person would under the circumstances'
ENTIRE AGREEMENT
This Agreement and any additional or supplementary document or.documents incorpoiated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other contracts' oral or.otherwise' re-garding tne suUlect matter of this Agreement or any part thereof shall have any validity or bind any of the parties hereto.
PRICING
lf the FOCUS partnering contractor's prices decline, or should Contractor, at any time during ttrb term oi this Agreement, provide the same or similar goods or services uider similar quantity and delivery conditions and terms and conditions oi purchase to the State of Cilifomia or any county, municipality or district of the stjte at prices below those set forth in this Agreement,. then-such lower prices shall be immediately extended to Merced County and the FOCUS users up to and including date of shipment from Contractor's shipping point
COUNTY NOT OBLIGATED TO THIRD PARTIES
County shall not be obligated or liable hereunder to any party other than Contractor.
18. t9-
20-
2',t.
13 Exhibit A
ATTACHMENT A
16 23.
22. 25.
LAWS, LICENSES, PERMITS AND REGULATIONS
Contractor and County agree to comply with all State laws and regulations that pertain to construction, health and safety, labor, minimum wage, fair employment practice, equal opportunity, and all other matters applicable to Contractor and County, their sub-grantees, Contractors, or subcontractor, and their work.
Contractor shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of Califomia, County of Merced and all other appropriate govemmental agencies, including any certification and credentials required by County. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by County.
LIMITED AFFECT OF WAIVER OR PAYMENT
ln no event shall the making, by County, of any payment to Contractor constitute, or be construed as, a waiver by County of any breach of covenant, or any default which may then exist, on the part of Contractor. The making of any such payment by County while any such breach or default shall exist, shall not be construed as acceptance of substandard or careless work or as relieving Contractor from its full responsibility under this Agreement.
No waiver by either party of any default, breach or condition precedent shall be valid unless made in writing and signed by the parties hereto. No oral waiver of any default, breach or condition precedent shall be binding on any of the parties hereto. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder.
PERSONNEL
Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. All of the services required hereunder will be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.
APPLICABLE LAw; VENUE
All parties agree that this Agreement and all documents issued or executed pursuant to this Agreement as well as the rights and obligations of the parties hereunder are subject to and govemed by the laws of the State of California in all respects as to interpretation, construction, operation, effect and performance. No
24. 14
Exhibit A
ATTACHMENT A
17 27.
26. 24.
interpretation of any provision of this Agreement shall be binding upon County unless agreed in writing by County and counsel for County.
Notwithstanding any other provision of this Agreement, any disputes conceming any question of fact or law arising under this Agreement or any litigation or arbitration arising out of this Agreement, shall be tried in lvlerced County, unless the parties agree otheMise or are otheMise required by law.
BREACH OF CONTRACT
Upon breach of this Agreement by Contractor, County shall have all remedies available to it both in equity and/or at law.
REMEDY FOR BREACH AND RIGHT TO CURE
Notwithstanding anything else in this Agreement to the contrary, if Contractor fails to perform any obligation of this Agreement, the County may itself perform, or cause the performance of, such agreement or obligation. ln that event, Contractor will, on demand, fully reimburse County for all such expenditures Altematively, County, at its option, may deduct from any funds owed to Contractor the amount necessary to cover any expenditures under this provision.
This is in addition to any other remedies available to the County by law or as otheMise stated in this Agreement.
SUCCESSORS IN INTEREST
All the terms, covenants, and conditions of this Agreement shall be binding and in full force and effect upon any successors in interest and assigns of the parties hereto. This paragraph shall not be deemed as a waiver of any of the conditions against assignment set forth herein.
CONFLICT OF INTEREST
Contractor covenants that it presently has no inlerest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. Contractor shall ensure that no mnflict of interest exists between its officers, employees, or subcontractors, and the County. Contractor shall ensure that no County officer or employee in a position that enables them to influence this Agreement will have any direct or indirect financial interest resulting from this Agreement. Contractor shall ensure that no County employee shall have any relationship to the Contractor or officer or employee of the Contractor, nor that any such person will be employed by Contrrctor in the performance of this Agreement without immediate divulgence of such fact to the County.
29. Exhibit A
ATTACHMENT A
18 30. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND
FACILITIES
Contractor and any subcontractors shall comply with all applicable federal, state, and local Anti-discrimination iaws, regulations, and ordinances and shall not unlawfully discriminate, deny family care leave, harass, or allow harassment against any employee, applicant for employment, employee or agent of County, oi recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, age (over 4o), medical condition (including HIV and AIDS), or physical or mental disability. Contractor shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of County employees and agents, and recipients of services are free from such discrimination and harassment.
Contractor represents that it is in compliance with and agrees that it will continue to comply with the Americans with Oisabilities Act of 1990 (42 U.S.C. S 12101 et seq.), the Fair Employment and Housing Act (Government Code SS 12900 et seq.), and ensure a workplace free of sexual harassment pursuant to Government Code 12950 and regulations and guidelines issued pursuant thereto.
Contractor agrees to compile data, maintain records and submit reports to permit effective enforcement of all applicable antidiscrimination laws and this provision' Contractor shall include this nondiscrimination pmvision in all subcontracts related to this Agreement and when applicable give notice of these obligations to labor organizations with which they have Agreements.
CAPTIONS
The captions of each paragraph in this Agreement are inserted as a matter of convenience and reference only, and in no way define, limit, or describe the scope or intent of this Agreement or in any way affect it.
SUBCONTRACTS. ASSIGNMENT
Contractor shall not subcontract or assign this Agreement, or any part thereof, or interest therein, directly or indirectly, voluntarily or involuntarily' to any person without obtaining the prior written consent by County. Contractor remains legally responsible for the performance of all contract terms including work performed by third parties undei subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. Contractor shall be held responsible by County for the performance of any submntractor whether approved by County or not.
31. 32.
'16
Exhibit A
ATTACHMENT A
19 34.
Contractor hereby assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 1 5) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Parl 2 ol Division 7 of the Business and Professions Code), arising from the purchase if goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.
SEVERABILITY
lf a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid, in whole or in part, for any reason, the validity and enforceability of the remaining provisions, or portion of them, will not be affected. Compensation due to Contractor from the County may, however, be adjusted in proportion to the benefit received despite the removal of the effected provision.
DUPLICATE COUNTERPARTS
This Agreement may be executed in duplicate counterparts, each of which shall be deemed a duplicate original. The Agreement shall be deemed executed when it has been signed bY both Parties.
Signature page to follow
17 Exhibit A
ATTACHMENT A
20 COUNTY OF TIIERCED
Daron McDaniel
Name
Chairman. Board of Suoervisott
Title
JUN 8 2021
Dat6d
APPROVEDASTO FORM
FORRESTW HANSEN
Telcion Gommunications GrouP
Name
hr:rav"l tnq t Ola-{''
Title
s ln\zt
Jeff Grant, Deputy County Counsel lV
g 6ir,P f{^,r, t, tnt-,
MERCED COUNTY COUNSEL
18 Exhibit A
ATTACHMENT A
21 ATTACHMENT 1
SUBCONTRACTORS
Berk-tek
Cisco
Panduit
19 Exhibit A
ATTACHMENT A
22 ATTACHMENT 2
ORDERING, REPORTING, AND RECONCILIATION PROCEDURES
ORDERING:
To order from the FOCUS Contract, Contractor needs:
1. A public agency purchase order (P'O.), stating the FOCUS Contract Number, made out to Contractor.
2. Confirmation that a copy of the P.o. has been sent to county via u.s. Mail or email.
Contractor can receive information in the following ways: U.S. Mail or email:
US mail:
Telcion Communications
Sales/FOCUS Contract orders
140 West Main Street
Turlock, Ca 95380
Email:
[email protected]
Upon receiving the above, Contractor will proceed with the ordering of the equipment delivered to Contractor ior delivery to the customer. The Order Administrator will also send a copy of the P.O. to the County.
REPORTING AND RECONCILIATION:
Contractor will report to County on a quarterly basis. The report and associated lees will be sent by Contractor no later than the 30h of the month, following the end of the q-uarter.(January 30s April 30th, July 30th, october 3oh) to the county via carrier. copies of P.o.'s will also be included.
Exhibit A
ATTACHMENT A
23 DEPT ID CED 1338
BOARO AGET{DA ITEilI
TO: BOARD OF SUPERUSOA$
1OAM 2
THROUGH:
FROTS:
SUBJECT:
JATES L. BROI'UH, COUHTY EXECUTUE OFFICER
TARK J. HENDRICKSOX, COMNUfiffY AilD DIRECTOR
PUBLIC HEARING FOR REQUE$T rOR pROpOSAL HO. (RFp) NO. 7370 FOR THE FAST OPE}I COT{TRACT$ UTILilZATIOfiI SERVEES (FOCUS} PROGNAT PROUDIT.IG TECHNOLOGY EXPERTISE, EQUIPilEI'IT, SERVICES, AND SYSTEilIS COHTRACT AWARDS SUiftlARY: On November 30 ,2020, RFP No. 7370 for FOCU$ Technology Expertlse, Equipment, Services, and Systems was released by Adminislrative Services. The RFP alloring multiple vendor awards in 46 categories closed on January 15,2A21with four responses received"
The Evaluation Gommittee (rapresentatives from Gommuni$ and Economic Development) reviewed the four responsec. The Cornmittea concuned that the special servim described in fie propo# contract awads pending authorization by the Board will not adversely impact the prsvieion of similar services by private sector companies or individuals within the Gounty since all are given an opportunrty to participate in the RFP process" Further, the finding of the Board of no adverse irnpacl complies with the requirements of Govemment Gode Ses{ion 25332.
On April 6,2A21, the Board set a public hearing for 10:00 a.m. on April 27, 2021 as Govemment Code Section 253,33 - Provision of County Services requires a public hearing be conducted hfore the Board may approve FOCUS contracts.
STAFFING lilPACT: None bythis action.
FISCAL lillPACT: Norp by this ac'tion.
COHTRACT'RESOLUTIOH'AB$TRACT $UBUITTED: NO
REVIEW:
XAuditor-Controller EIRCrnin $ervices EICeO
Beparlnent Contacfi Mark J. Hendrickson, Ext. 4400
REQUEST'RECOTMIEHDATION'ACTIO}I HEEDED:
Xlcounset filnist
1. Recommend the Board open the public hearing, receive testimony, close the public hearing, and approve Request for Proposal No. {RfP} No. 7370 list of categorical awards to vendors as listed in Exhibit A.
2. Request the Board find, based on the evidenre in the record, that the prcvision of *pecial services describecl in the proposed contracts will not adversely impact the provision sf eimilar services by private sector companies or individuals wtthin the County.
3. Request that the Board authorize CEO to negotiate thnee-year master prire agreemenB wittr each selecied vendor as authorized urder Government Code sections 25330 et seq. and 6500 et seq. and retum to the Board for contraet approval, which will utilize the Joint Porcrs Authority structure to enable public agencie to efficiently proaurs technology, equipment, ssrvicee, and qetenrs through the County's competitive solicitation.
Far BoeN Sffi Only
BOARD ACTION: 4127nA21
PAREIRA / ESPINOZA - APPROVED RECOMMENDATION
TO: CED
BOARD ORDER
Target Date: ir/27n1
Exhibit A
ATTACHMENT A
24 EXHIBIT A
Request for Proposal (RFp) No. 7570
List of FOCUS Vendor CatiegoricaiAwards
CATEGORY VENT}OR AYI'ARDSuommuntGauons $erv*ca8
CallCenter Solutions (with ACD)
Emergency Hotificqtion $olutions (Reverse gt tt AMS.NET; NTT; TetcionEngineering/Consulting Services AMS.NET; 4T&T; NTT; Tetcionlntegrated Voice Response (lVR) AMS.NET; AT&T; NTT: TetcionVoice orrer lntemet Protocol {VOlp) AMS.NET; AT&T; NTT; Tetcion Unified Messaging (UM) AMS.NET' AT&T: Nfi: TetcionLong Distance $ervices (Switched, Dedicated) Telecommunigtions $vstems fpBX) 4ldS.NET; AT&T: TelcionTelephole l-landsets AM$.NET; AT&T; NTT; Tetcion YaleQ &dail$olutions AM$.NET: AT&T: NTT: Telcion
Wir,elqss Voice Communication $ervioes AM$.NET; AT&T: NTT: Telcion Application Development
Development AT&T: NTTlnstallation $olutions AT&T; NTT
Version Control $olutions AT&T; i'ITT
lnfrastructure
Battery Backup Systems AMS.NET: AT&T: NTT
Cabling Services AMS.NET; AT&T: Telcion
Energy Auditirg and Management Solutions AMS.NET
Ent*rprise iltobility Solutions
!{obile Device Management AMS.NET; NTT; Telcion
Mobile Devices {Tablets}
Mobile Applications AM$.NET;AT&T
ilaintenance Senices AMS.NET;Telcion
Network Host & Enterprise Securis Solutione
Firewall & Mrtual Private Netnrro* (VPN) $olutions AMS.NET; AT&T; NTT; Telcion lntrusion Detection / Prevention $olutions AMS.NET; AT&T; NTT; Telcion Network, Host & Enterprise Manegement Solutions AMS. N Er;AI$f ; Irr; r_s19i9t'l AT&TTransport Solutions (PRl, MPLS, Supertrunks,
C0 Business Lines, Optical, Satellite, Wreless)
Mdeo Solutions AMS.NET; AT&T; NTT; Telcion
lAfi reless $olutions flAli-Fi) AMS.NET; AT&T; NTT; Tetcion r .t
E€overnment
Web SiteAnalytics
Web $ite Content hllanagemert $olutions
Web Site Design, Development, Hosting Servlcei
Exhibit A
ATTACHMENT A
25 WebSiteDevetopmaffi
Web site tntra
lJl&rh ilani+^;- - _y .!ryr r..v. .1 .l, s I ltts, fi r1J rJlJtt [lL,' tU Web Site Portatsoluib
Ea,1a*
1/ir{r rali:ali^ n ($eygrsJ ".. .
ltoplntrastruauiffilfam,spywffi-
rtion ProduA,
--
)lutlons
tencv ldentification fRHnl
VirtualDesl,
Anti-Mrus, {
?ata Encryt
Helpdesk $r
Hosting Ser
Radio Freqt
AMS.NET; AT&T; NTr; Telcion
AMS.NET; AT&T: NTT: Tetcion
AM$.Ntst;NIt; tetcion
AM$.NET; NTT;Tetcion
,1lOrl; Nl I
AT&T; NTT;Teffi
NTT; Telcion
Server, Stolage & Data Mant_ffi AMS-NET: NTT'Telcinn
AM$.NET; AT&T: NTT: Tetcion: t;:;:l-l ::,.,rlilil ll:;:i-'ll t{ill{..;tulirj =ritt
:::;l{ir'!lr:,::', ;ii{:i:,tri,i:l
I rer..rtru rat ll.Lt llil A[{S.NET; NTT;Tetcion
:...;t.i
,.,,,';,,{-;;.i;rir.r,;ii} riir'ii'.ffim7qTiifr%I ili:i;ri:1i|#Consulting $ervicas AMS.NET; AT&T; NTf; Telcion l.-.1., ti}
ataL-- r. {+};;i.1ffi;lr1liiiL,ffi
gI TYIf;EIS AMS"NET; AT&T; Nfi; Tetcion
Exhibit A
ATTACHMENT A
26 NOTE: The City of Stockton is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City’s online insurance program requesting you to forward the email to your insurance provider(s). Please see attached flyer regarding PINS Advantage.
Insurance Requirements for IT Professional Services
IT Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. IT Consultant shall procure and maintain for the duration of the contract insurance against claims arising out of their professional services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
MINIMUM SCOPE AND LIMIT 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 & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification it has no employees)
4. Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic Exhibit B
ATTACHMENT A
27 information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. (If Claims-made, see below.)
It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this agreement are sufficient to cover the obligations of the Consultant under this agreement.
Limits of Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Stockton, 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 the 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 ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.
Primary Coverage
Exhibit B
ATTACHMENT A
28 The Additional Insured coverage under the Consultant’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self- insurance and shall be at least as broad as CG 20 01 04 13. The City of Stockton does not accept endorsements limiting the Consultant’s insurance coverage to the sole negligence of the Named Insured.
Claims Made Policies – (Note – applicable only to professional and/or pollution liability)
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Consultant must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.
5. If the services involve lead-based paint or asbestos identification/remediation, the Consultant’s Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Consultant’s Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.
Waiver of Subrogation
Consultant hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. 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 Stockton has received a Exhibit B
ATTACHMENT A
29 waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Consultant, its employees, agents and subcontractors.
Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Stockton may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.
Claims Made Policies (note – applicable only to professional liability)
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
Verification of Coverage
Consultant shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City of Stockton Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Exhibit B
ATTACHMENT A
30 Consultant shall, prior to the commencement of work under this Agreement, provide the City of Stockton with a copy of its declarations page(s) and endorsement page(s) for each of the required policies.
Subcontractors
Consultants shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract. Consultant shall include the following language in their agreement with Subcontractors: Subcontractors hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under the contract documents and provide a valid certificate of insurance and the required endorsements included in the agreement as proof of compliance prior to commencement of any work and to include this same requirement for any subcontractors they hire for this work. A copy of the owner contract document indemnity and insurance provisions will be furnished to the subcontractor upon request. Consultant shall provide proof of such compliance and verification to the City upon request.
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:
City of Stockton
Attn: City Risk Services
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
Exhibit B
ATTACHMENT A
31 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 1
Cisco Hosted Solution and Pricing
2022-01 City of Stockton UC Services
Prepared for: City of Stockton
Presented by: Darren Rodrigues
Authored by: Jeff Senger
January 10, 2022
Cl
ient Contact Information
Client Name City of Stockton
Project Name 2022-01 City of Stockton UC Services
Client Contact
Client Contact Email
Exhibit C
ATTACHMENT A
32 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 2
EXECUTIVE SUMMARY
City of Stockton is operating a hybrid Cisco Collaboration system in the Telcion cloud data center. City of Stockton is looking for additional features and more flexibility as they continue to offer critical services to the residents of Stockton. Telcion is recommending to continue to use the the Cisco Collaboration system with new Cisco Flex collaboration licensing to offer the City of Stockton flexibility to utilize its existing investments in equipment while gaining new features for mobile users, "softphones" for users that do not need physical phones, and the ability to migrate all the licensing to a complete cloud solution in the future.
SOLUTION PRICING
Telcion Communications is providing pricing based upon user, as requested by City of Stockton. Telcion is using pricing that is less than or equal to the pricing available via the Merced FOCUS contract (https://www.co.merced.ca.us/3015/Gov-2-Gov-FOCUS). Telcion’s contract is located here - https://www.co.merced.ca.us/DocumentCenter/View/27685/6-8-21-Telcion-FOCUS-Contract?bidId= .
Our pricing offer for Merced FOCUS is 45% off list price for hardware/software, 30% off subscriptions and 19% off SmartNet.
For our price per user offering, Telcion is including one time charge items into a monthly price at 0% interest over 36 months (included in the MSP price). Telcion will provide a separate quote that shows individual prices.
Telcion is also increasing the Managed Service Provider (MSP) to the levels we discussed (see section later in this document).
Hosted VOIP User Type User Count Per Month Per Year Total Per Month Hosted & MSP & Flex Calling 1131 $15.01 $180.12 $16,976.31 Webex Meetings 25 $44.33 $531.96 $1,108.25
Call Center FLEX Standard 40 $33.70 $526.01 $1,348.00 Call Center FLEX Premium 8 $44.94 $660.89 $359.52
Monthly Total $19,792.08
Annual
Payment $237,504.96
Exhibit C
ATTACHMENT A
33 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 3
For any users ADDED mid-term, the rate would be the following rates:
ADD VOIP User Type User Count Per Month Per Year
Hosted & MSP & Flex Calling 1 $12.57 $150.84
Webex Meetings 1 $44.33 $531.96
Call Center FLEX Standard 1 $33.70 $526.01
Call Center FLEX Premium 1 $44.94 $660.89
For instance, if City of Stockon wishes to add 10 users to the solution, the additional charge would be $12.57 per user/month. If 5 months remained in the current year, this would be $628.50. At the next annual billing, Telcion would bill for 1131 users (at the base rate) plus the 10 new users or 1141 users total.
In another example, City of Stockon wishes to add 5 new users, which are also standard contact center users/agents. The rate would be $12.57 plus $33.70 or $46.64/month prorated over the remainder of the current year.
One last example, City of Stockton wished to ADD to an EXISTING user the ability to be a Premium Call Center agent. In this case, the additional price per month would be $44.94 proated over the remainder of the current year.
Note: Cisco does not allow user count to be reduced over the 3 year term, so the base starting users counts would be charged through the entire contract term.
Exhibit C
ATTACHMENT A
34 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 4
SOLUTION DESCRIPTION
Telcion Communications recommends a Cisco Unified Communications Manager solution via the Cisco Collaboration Flex plan, which provides the entire Cisco Collaboration suite of messaging, presence, voicemail, and E911 tools. The calling services will be provided via Cisco Unified Communications Manager. Voice mail and messaging services are provided from Cisco Unity Connections and are integrated with the City of Stockton Microsoft 365 email services. Instant Messaging and Presence services are provided to assist the receptionist know when stations are in use. Cisco Emergency Responder is provided to provide compliance with Kari's law for notification when 911 is dialed along with location services. The Cisco applications will send telemetry and calling data to the central Cisco Webex Control Hub for reporting and analytics. The Cisco Webex application will provide additional collaboration and softphone services from any mobile device. End users will have access to a self-care portal to control and manage their own personal settings simplifying ongoing user management tasks.
The high-availability design of multiple servers in the cloud and a new on-premise backup server with survivability services enabled on Cisco voice gateway routers will keep phone services available even if applications fail.
While Telcion will continue to provide the redundant telephony services under the new contract for City of Stockton, here are all the additional features and services that City of Stockton will be provided:
1. Cisco Webex Control Hub with Analytics - Cisco Webex Control Hub is a central web portal that will display information about the overall Collaboration system, configured users, integrations, and analytics about the operations. Analytics such as call quality, quantity, and gateway utilization rates will all be available. Webex application users will be configured from the Cisco Webex Control hub.
Below is an example dashboard provided from the Cisco Webex Control hub with added analytics:
Exhibit C
ATTACHMENT A
35 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 5
2. Cisco Webex application with Cisco Expressway for local and remote users – The Cisco Webex application under the Cisco Flex collaboration licensing plan will be configured for the City of Stockton users. The Cisco Webex application provides a replacement for the older Cisco Jabber application and is used for messaging, meeting, and calling. It operates as a softphone for users that may or may not want a physical Cisco IP phone. It is available for desktop and mobile operating systems, managed through the Cisco Webex Control Hub.
Below is a screen shot of one of the possible configurations of the Webex application in dark mode:
Exhibit C
ATTACHMENT A
36 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 6
The Cisco Webex application will provide remote calling services to City of Stockton users through the new Cisco Expressway servers deployed in the Telcion cloud data center. The new Cisco Expressway Core and Edge virtual servers will provide the Cisco Webex application to provide softphone calling services to City of Stockton users whether they are on-premise in the office or roaming outside of the City of Stockton network. Single-Sign-On will be configured for users of the Webex application through the Cisco Webex Control Hub with the integration of the City of Stockton Active Directory services.
Single-Sign-On can work with on-premises Active Directory servers, Azure Active Directory, or other directory services and will provide the most seamless end-user experience with the Cisco Webex application.
Cisco Expressway with the Cisco Webex application operates in the following manner:
The Cisco Webex application will also provide the option to integrate the City of Stockton calling infrastructure with Microsoft Teams (if desired). The Cisco Webex application offers an integration into the Microsoft Teams application to provide calling from Microsoft Teams to and from Cisco endpoints with the existing PSTN services. There is no additional cost for this integration. It requires the deployment of the Cisco Webex "Call" application in the Microsoft Teams Administration center along with the synchronization of user data between the Cisco Webex Control Hub and the Microsoft Teams Administration center.
Below is a diagram of the Microsoft Teams integration with the Cisco Webex application:
Exhibit C
ATTACHMENT A
37 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
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3. Refreshed Redundant Cisco Server – A new Cisco BE7000H server will be installed on the City of Stockton premises to provide the latest hardware and software services as part of the hybrid cloud solution. The new Cisco server will be running the latest VMware ESXi version and Cisco software.
Telcion will manage this server to provide the City of Stockton with the highest level of redundancy in case the connection to the Telcion cloud ever fails.
4. Greater System Usability Feature Deployment – To provide greater ease of use with the Cisco Collaboration system, Telcion will be working with the City of Stockton to enable and adopt features of the system that will provide the user base with greater functionality.
a. Active Directory Integration – integrate the directory of the Cisco Unified Communications Manager with the City of Stockton Active Directory to allow for users to be assigned to phone devices. The assignment of Active Directory users will allow for end-users to manage their phone settings with their same Microsoft Active Directory username and password. b. Cisco Personal Communications Assistant (PCA) Web Portal – The Cisco PCA web portal allows users to control their personal phone and voicemail settings. It allows users to reset their voicemail PIN. Telcion will confirm password settings for all the users to this portal and coordinate with the City of Stockton for the widespread adoption of its usage to allow users to reset their voicemail PIN's on-demand.
Exhibit C
ATTACHMENT A
38 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 8
c. Simplified Phone Activation with 16 digit codes – Cisco Unified Communications Manager allows for phones to be activated with 16 digit codes. This new feature simplifies the onboarding of new phones. Telcion will configure activation codes and train the City of Stockton on how to use it.
d. Unified Messaging in Cisco Unity Connections – The City of Stockton currently has seven users configured for unified messaging in the Cisco Unity Connections platform. This feature enhances the delivery and management of voicemail messages in Microsoft 365 users, synchronizing the reading and deletion of messages in a mailbox with the message waiting indicator on the IP phone. Telcion will coordinate with the City of Stockton to more widely deploy this feature to allow more end-users to benefit from this feature.
5. Regular Patches and Updates to the Entire Cisco Collaboration System – All virtual servers and Webex application updates are included with the Telcion service. The Webex application will automatically update itself on a monthly basis. The virtual servers operating the core infrastructure services will be updated as Cisco publishes the recommended patches. Major upgrades will be completed when they are fully vetted as stable and relatively bug-free. The key is to balance regular upgrades without causing unnecessary downtime with maintenance windows for the City of Stockton, so Telcion will coordinate with the City of Stockton to develop a cadence that works best for operations. Critical updates (such as the recent "log4j2" vulnerability issue) will always be addressed immediately by Telcion.
OPTIONAL ITEMS
Telcion is offering these two additional options to the City of Stockton, which can be added during the contract:
1. SIP Migration – Telcion will migrate the City of Stockton to the selected PSTN carrier, changing the voice gateway configurations to integrate with the new carrier, porting phone numbers as required. Border element session licensing may be required for the SIP migration based on the final carrier design and handoff. Telcion will coordinate with the selected carrier to design a redundant PSTN services delivery for the City of Stockton while keeping the costs as low as possible.
2. Cisco Emergency Communication Solution (CECS) Deployment - The Cisco Emergency Communication (CECS) Solution delivers the highest level of safety to Cisco Calling customers Exhibit C
ATTACHMENT A
39 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 9
enabling them to send mass alerts, activate panic buttons, automate severe weather alerts and access to Enhanced 911 support for remote teleworkers, IP phones, and soft clients. The solution comprises the Singlewire InformaCast Fusion and Everbridge E911 Anywhere products.
It offers the following features:
a. Integration with Cisco Emergency Responder for automatic on-premises device location b. Access to RedSky’s MyE911® for nomadic Jabber/Webex users c. E911 emergency call routing to location appropriate PSAPs in the US and Canada d. Enhanced Notification: EON, email and text alerts for E911 calls as well as E911 call monitoring, call barge and call recording
e. API integration that allows location and caller information to pass from E911 Anywhere to InformaCast for broad and intrusive notification and escalation f. Critical notification alerts for severe weather, building lockdown, panic button activation and more
g. Workflow notifications for school bells and announcements, paging, IT and IoT alerts, hospital codes and more
h. Advanced paging and audio notifications
i. Integration with 3rd party devices like IP speakers, digital signage, access control and numerous sensors
Option 1 or 2 are available at additional cost to the City of Stockton.
Exhibit C
ATTACHMENT A
40 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 10
SCOPE OF MANAGED SERVICES
Telcion offers a complete managed service offering. The following items are included in your agreement.
This agreement Includes onsite for critical infrastructure and remote remediation of phone related issues. All hardware and software will be covered with manufacturers maintenance to assure layered protection against faulty hardware or updated software versions being needed. Phones not covered by manufacturer support will not have warranty or replacement.
Telcion Communications is offering increased support services to include moves/adds/changes to the existing users and system (including call center scripts), as well as upgrades to software. New equipment or phones are not included in the contract, but would handled outside the contract.
Cisco Voice & Video Applications and Infrastructure-
Cisco Unified Communications Manager (CUCM)
• Moves, Adds, Changes, of system users.
• Minor and major version updates as needed.
• Review Event Logs for Error Messages.
• Assure backups are being handled
• Check Backup Status.
• Smart Licensing Monitoring.
Unity Connections (UNITY)
• Moves, Adds, Changes, of system users.
• Call handler changes.
• Reset Users passwords as needed.
• Check Voice Mail Port Registration.
• Check Backup Status
Unified Contact Center Express- (UCCX)
• Moves, Adds, Changes, of system users.
• Work with any finesse connectivity issues to server.
• Scripting changes.
• Minor greeting changes.
• Professional voice recordings not included if client chooses this service to professionally record greetings.
Expressway Servers (standalone or virtual servers)
• Assure Expressway server connectivity with remote devices • Manage any connections to expressway server.
Exhibit C
ATTACHMENT A
41 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
City of Stockton 11
• Monitor server performance and assure servers are performing to meet business needs. • Assure MRA functionality is available
Redundant Cisco Business Edition Server on site (or Standalone Cisco servers running voice applications.)
• Monitor server performance, Disk Space, Service Availability • Monitor and manage configuration backups
• Monitor uptime and response time
• Monitor Centralized Logs for Error Messages and Warnings • Perform necessary maintenance and provide 24 hours/day seven (7) days/week real-time monitoring of the servers
• Immediate notification and proactive resolution of identified issues. • Update hosts with Critical patches via VUM (only if customer environment can handle one server at a time to be in Maintenance Mode) *Install Critical patches as needed or critical update recommendation from manufacturer.
Cisco Voice Gateway Routers
• Manage and monitor Voice Gateway functionality
• Troubleshoot Connectivity issues
• Monitor status of device to assure all router systems are running and up. • Backup and Archive Device Configuration(s).
• Make recommendations as needed
Webex App (soft client for calling) & Meetings
• Adds or changes to users needing access to teams and meetings • Instructions for users to download software or have software pushed to their desktop • Assuring users can connect to services needed
• Support for issues with connectivity to Video Conferencing units or personal video devices such as DX80’s
• Any issues users have with teams or meetings.
Carrier Services- (Advanced Circuit Troubleshooting)
• Work with carrier to remediate any voice related issues • Work to remediate any termination issues going into the Cisco routers as needed. • Work to rectify with the carrier, PRI, SIP, MPLS, Internet circuit issues as they arise with the carrier to identify.
• New cutovers will require a predefined work scope on what is changing and the impact of that change. A project may be required depending upon the change requested for new or major services changes.
Exhibit C
ATTACHMENT A
42 Telcion Communications Group
140 W. Main Street | Turlock, CA 95380
209.632.5700 | www.telcion.com
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• Carrier outages will be identified, but the responsibility is with the carrier to restore services, prior to Telcion troubleshooting any issues internally. We are not responsible for outages from the carrier.
Things to Know-
• This agreement is an insurance policy, as we make sure to handle issues until they are resolved.
Our goal is to work proactively to avoid issues, but as we know, things happen, and we are here to resolve those issues.
• Telcion may require the manufacturers technical support to be involved, so we will require all hardware and software maintenance to be purchased by the client. We can help with that, but hardware & software maintenance is not included in this agreement. • For after-hours support, you will be given an emergency with a code to use.
Exhibit C
ATTACHMENT A
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