Vista City Council
June 24, 2025

ACTION:
____________________________
Clerk/Secretary
Department: Information Technology Item No: C9
Prepared by: Chris Mitchell, Information Technology Director Meeting Date: June 24, 2025 Approved by:

Imelda M. Huerta, Assistant City Manager
John Conley, City Manager Agenda Location: Consent Calendar SUBJECT: A PPROVAL OF PURCHASE AND IMPLEMENTATION SERVICES FOR MICROSOFT

TEAMS VOIP PHONE SYSTEM
RECOMMENDATION: Adopt City Council Resolution No. 2025- , approving an agreement with CDW Government, LLC, for the purchase and implementation of a Microsoft Teams VOIP telephone system.

CORRELATION TO CITY COUNCIL GOALS: Routine operational item not directly corresponding to a specific City Council goal.

PRIOR ACTION: On January 27, 2004, adopted City Council Resolution No. 2004-15, approving the acquisition of Voice Over Internet Protocol services and equipment through a lease purchase agreement with Ameritech Credit Corporation, and authorized the City Manager to execute an agreement on behalf of the City (Vote: 5- 0).

STATEMENT ON THE SUBJECT: The City of Vista currently operates an aging Cisco Voice over Internet Protocol (VOIP) phone system that was implemented over two decades ago. As this system approaches end-of-life, it has become increasingly difficult to maintain due to limited vendor support, compatibility issues with modern software platforms, and escalating costs for hardware and licensing renewals.

To ensure continued reliability and functionality, staff conducted a comprehensive review of available solutions. Microsoft Teams emerged as the preferred replacement, providing a fully cloud-based, modern communication platform that integrates seamlessly with the City’s existing Microsoft 365 environment.

The proposed Microsoft Teams VOIP phone system will deliver significant operational benefits, including:
• Im
proved reliability and scalability through cloud hosting • Enhanced integration with Microsoft 365 productivity tools (Outlook, OneDrive, SharePoint) • Simplified remote work capabilities for staff
• Reduction in maintenance and support overhead
• Improved user experience with modern interfaces and devices Vi
sta Municipal Code Section 3.08.060 (C) states that the Purchasing officer has the authority to join with other public agencies in a cooperative purchasing program for the purchase of equipment as long as the AGENDA
REPORT

CITY COUNCIL

COMMUNITY DEVELOPMENT COMMISSION

SUCCESSOR AGENCY

BUENA SANITATION DISTRICT

JOINT POWERS FINANCING AUTHORITY
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MEETING DATE: June 24, 2025 PAGE 2
SUBJECT: APPROVAL OF PURCHASE AND IMPLEMENTATION SERVICES FOR MICROSOFT

TEAMS VOIP PHONE SYSTEM
administering agency has made its purchase(s) in a competitive manner and it is in the City's best interest to participate. OMNIA Partners is a national municipal contracting agency and cooperative that competitively bids contracts to promote volume and competitive pricing. The contracts promoted through OMNIA Partners for the purchase of specialized products and services are then made available to public agencies through participating distributors.

S
taff recommends utilizing OMNIA Partners Cooperative Purchase Agreement #2024056-01 for the purchase of a Microsoft Teams VOIP phone system licensing, associated hardware, and professional installation services from CDW Government LLC.

F
ISCAL IMPACT: The agreement with CDW, LLC costs $189,417.10. Sufficient funds are budgeted and available in the Fiscal Year 2024/25 Operating Budget in the Information Technology Fund, Replacement Capital Account. (No. 6040135.562000.PHONE) Ongoing annual license fees of $41,641.20 will be included in future budget preparations.

EXHIBITS:

1. City Council Resolution 2025- , approving an agreement with CDW Government, LLC, for the pur
chase and implementation of a Microsoft Teams VOIP telephone system

2. Contract with CDW Government, LLC
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00029213 7
RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, FOR THE PURCHASE AND IMPLEMENTATION OF A

MICROSOFT TEAMS VOIP TELEPHONE SYSTEM
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City of Vista has an aging Cisco Voice-Over-IP (“VOIP”) telephone system that has reached the end of its useful life and needs to be replaced.

B. City staff has recommended the purchase of a new Microsoft Teams telephone system with associated hardware, licensing and implementation services.

C. Pursuant to Vista Municipal Code section 3.08.060(C), the City may contract for goods and services under a cooperative purchasing agreement without utilizing a formal bid process.

D. The City may utilize the OMNIA Partners cooperative purchasing contract No. 2024056-01.

2. Action.

A. The agreement with CDW Government LLC, for the purchase and implementation of a Microsoft Teams VOIP telephone system is approved and the Mayor is authorized to sign the agreement.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on June 24, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20250610143250
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
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EXHIBIT 1
Professional Services (Non-Construction) (No RFP) (NPW) 1 of 9

CDW GOVERNMENT
[51959-2] 00051959 4

CONTRACT FOR PROFESSIONAL SERVICES

MICROSOFT TEAMS VOIP PHONE SYSTEM PURCHASE AND

IMPLEMENTATION
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: James Salsbury
Billing Contact: Chris Mitchell
The “Contractor”
CDW GOVERNMENT LLC, an Illinois
limited liability company
200 N. Milwaukee Avenue
Vernon Hills, IL 60061
Contact: Rich Adams

2.0 BASIC TERMS

2.1 The “Services” to be performed by Contractor are set forth in Contractor’s proposal or other document attached as Exhibit A.

2.2 The “Project” for which the Services are required is described in Exhibit A.

2.3 The “Contract Ceiling Price” is: $189,417.10

2.4 Any references in Exhibit A to “Consultant” shall mean Contractor for the purposes of this Contract.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for 12 calendar months (“Term”) from the Contract Date.

3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.

4.0 SCOPE
Contractor shall perform all Services including, but not limited to, the furnishing of all tools, equipment, materials, software, and supplies, and for furnishing all transportation, services, including fuel, power and water, essential communications, and the performance of all labor, work, or other operations, as may be required from time to time, in accordance with Exhibit A. 06/24/2025
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EXHIBIT 2
Professional Services (Non-Construction) (No RFP) (NPW) 2 of 9 CDW GOVERNMENT [51959-2] 00051959 4

5.0 COMPENSATION

5.1 City shall pay Contractor for the Services to be performed as set forth in Exhibit A.

5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

5.3.1 The changes, additions, and deductions to be made.

5.3.2 The increase or decrease in compensation due the Contractor, if any.

5.3.3 Adjustment in the time of completion, if any.

5.4 Contract Ceiling Price

5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract.

5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Vista Municipal Code Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

5.5 Except as provided in Exhibit A, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.

6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications, and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A–E.

7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.
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8.0 STANDARD OF PERFORMANCE

8.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

8.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

9.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

9.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

9.2 Contractor represents and warrants that all professional services required under this Contract shall be provided by a person or persons duly licensed by the State of California to provide those types of services.

9.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

9.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.

9.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave, or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

9.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' 06/24/2025
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Professional Services (Non-Construction) (No RFP) (NPW) 4 of 9 CDW GOVERNMENT [51959-2] 00051959 4
compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this contract. This is a continuing obligation that survives the termination of this Contract.

10.0 CIVIL RIGHTS

10.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

10.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

10.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

10.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

10.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.

10.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

10.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend, and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee, or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract. 06/24/2025
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11.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

12.0 ASSIGNMENT AND SUBCONSULTING

12.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

12.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.

13.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.

14.0 FINANCIAL` RECORDS

14.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
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14.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

15.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services.

16.0 CONFIDENTIALITY

16.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

16.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

16.3 Contractor’s obligations under this paragraph shall survive the termination of this Contract.

17.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk. 06/24/2025
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Contractor further agrees that no employee, agent, or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

18.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

19.0 DUTY OF INDEMNIFICATION

19.1 To the fullest extent permitted by law, Contractor shall (1) immediately defend and (2) indemnify City, and its directors, officers, and employees from and against all liabilities regardless of nature or type that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution (“Duty of Indemnification”). Contractor’s obligations to both defend and indemnify apply unless it is finally adjudicated that the liability or liabilities, in whole or in part, do not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor or its employees, agents, or subcontractors. Defense counsel shall be approved by City.

19.2 The review, acceptance or approval of Contractor’s work or work product by any indemnified party shall not affect, relieve, or reduce Contractor’s indemnification or defense obligations. This Section survives completion of the services or the termination of this contract.

The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.

19.3 Contractor’s costs of defense shall not exceed Contractor’s proportionate percentage of fault as adjudicated by a court of law, as required by California Civil Code section 2782.8.

20.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

21.0 SERVICE OF NOTICE

21.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

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21.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

22.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

23.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

24.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

25.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.

Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

26.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

[Continued on page 9.]
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27.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

“Contractor”

CDW GOVERNMENT LLC, an Illinois limited
liability company

By:

Name/Title

By:

Name/Title

APPROVED
Walter C. Chung
20250605104814

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00051959 4 Exhibit A

EXHIBIT A
CONTRACTOR’S PROPOSAL

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Proprietary and Confidential Page 1 SLED-53517 | CDW Government LLC SOW 159120

STATEMENT OF WORK
Project Name: MS Teams Phone Implementation Services Seller Representative:

Rich Adams
+1 (805) 5590563
[email protected]
Customer Name: City of Vista (CA)
CDW Affiliate: CDW Government LLC
Date: June 03, 2025
Solution Architect:

Eric Holstein
Robert Spicer
Drafted By Sasha Beard

This statement of work (“Statement of Work” or “SOW”) is made and entered into on the last date that this SOW is fully executed as set forth below (“SOW Effective Date”) by and between the undersigned, CDW Government LLC (“Provider,” and “Seller,”) and City of Vista (CA) (“Customer,” and “Client,”).

This SOW shall be governed by that certain City of Mesa Agreement Number 2024056 Information Technology Solutions Products and Services between CDW Government LLC and City of Mesa, Arizona, administered by OMNIA, effective July 2, 2024, as amended (the “Agreement”). If there is a conflict between this SOW and the Agreement, then the Agreement will control, except as expressly amended in this SOW by specific reference to the Agreement.

PROJECT SCOPE
During this project we will utilize our experience with Microsoft Teams to make recommendations on how to best utilize the technology to meet your business and technical goals and objectives. In addition, we will leverage the knowledge gained through previous projects to avoid potential issues.

The following are a part of this project:

1. Microsoft Teams project kickoff, which will help develop a clear vision of the high -level solution goals and constraints.

2. Microsoft Teams Network Readiness Workshop, which will identify business and technical requirements and determine the Teams networking design based on the project scope.

3. Microsoft Teams Calling Design Workshop, which will determine the Teams Phone System design based on the project scope.

4. Microsoft Teams deployment, which will include a project plan and solution design documents which will include setup and configuration of Microsoft Teams in Microsoft 365 as determined during the design and planning 06/24/2025
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Proprietary and Confidential Page 2 SLED-53517 | CDW Government LLC SOW 159120
session(s). This deployment will be using Operator Connect for calling features with the Public Switched Telephone Network (PSTN).

1. Up to (360) user(s)

2. Up to (60) common area device(s)

3. Up to (14) call queue(s)

4. Up to (14) auto attendant(s)

5. Up to (14) sites for Teams Calling capabilities

6. Up to (14) sites for e911 capabilities

7. Up to (42) Emergency Response Location(s) for e911

8. Up to (6) analog gateway(s)

9. Up to (9) paging adapter(s)

10. Teams native device assistance

11. Up to (2) Porting event(s)

12. Up to (8) hour(s) of First Day Support

13. Basic Adoption and Change Management services to support enablement of Microsoft Teams, including a limited number of hours for end-user training.

Prior to the kickoff, Seller will provide you with a pre-engagement questionnaire. This document will be used to establish a working understanding of your current environment. Areas of focus include:

1. Network topology

2. Overview of current environment

3. Directory Services infrastructure

4. User population and distribution

5. Administrative practices and procedures (including change control) If this documentation currently exists and you are willing to provide it to the Seller, this can be submitted instead of the questionnaire.

Seller will begin with a project kickoff meeting with your core project team. The kickoff meeting will last approximately one hour and will include:

1. Introductions of Customer and Seller team members

2. Establishment of roles and session scheduling

3. Establish and discuss overall scope of engagement and change order process

4. Knowledge transfer and review of your company and vision

5. Review of the pre-engagement questionnaire or equivalent and clarification of questions

6. Review of design and planning session goals

7. Review of adoption services goals

8. Requirements definition

9. Claiming Partner of Record (CPOR) process review and collection of data which allows Seller to submit association to customer prior to engagement beginning. Data collection includes customer Tenant Domain name and Directory ID.

ESTABLISH CLAIMING PARTNER OF RECORD
For eligible workloads, Seller will provide Customer a Claiming Partner of Record (CPOR) Customer Guide that provides direction on where the Domain Name and Directory ID can be located. Domain Name and Directory ID will be provided back to Seller to associate CPOR. CPOR enables Seller to help Customer optimize the use of Microsoft Online Services for desired business outcomes by providing Seller with access to usage and consumption data.

MICROSOFT TEAMS IDENTITY AND AUTHENTICATION DESIGN WORKSHOP The Microsoft Teams Identity and Authentication Design Workshop will focus on the following:
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1. Identity and authentication

2. Gap analysis

3. High-level task list
o Task effort estimates
o Dependencies

MICROSOFT TEAMS GOVERNANCE DESIGN WORKSHOP
The Microsoft Teams Governance Design Workshop will focus on the following:

1. Teams governance policies

2. Guest access

3. Gap analysis

4. High-level task list
o Task effort estimates
o Dependencies

MICROSOFT TEAMS SECURITY AND COMPLIANCE DESIGN WORKSHOP The Microsoft Teams Security and Compliance Design Workshop will focus on the following:

1. Teams security and compliance

2. Gap analysis

3. High-level task list
o Task effort estimates
o Dependencies

MICROSOFT TEAMS NETWORK READINESS WORKSHOP
As part of the Microsoft Teams network readiness, Seller will conduct a Microsoft Teams Network Readiness Workshop.

This will provide Customer with an interactive workshop and documentation on network best practices for deploying Microsoft Teams real-time communications, including voice, video, and content sharing.

As an important first step in assessing the readiness to successfully support voice and video between your locations and Microsoft Teams, Seller will perform a network readiness assessment for up to (1) location(s) using Seller best practices. Th e Seller consultant will first become acquainted with the existing network environment. The network analysis will consist of the following:

1. Microsoft Teams network readiness assessment using Microsoft-developed scripts.

2. Analysis of assessment data.

3. Presentation of the results of the analysis along with potential solutions.

CUSTOMER RESPONSIBILITIES

1. Customer will install required network assessment software from Microsoft on a PC in the site(s) as part of the evaluation.

ASSUMPTIONS

1. Network remediation is outside of this workshop and a separate statement of work or change order will be provided for subsequent work.
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MICROSOFT TEAMS CALLING DESIGN WORKSHOP
The Microsoft Teams Calling Design Workshop will focus on the following:

1. Document current state inventory and profile, including:
o Existing PBX environment
o Network environment
o Applications and/or features
o External and/or third-party applications that depend on the existing PBX environment

2. Identify business and technical requirements for the new solution, including:
o Coexistence and/or migration requirements
o Validate existing Service Level Agreements
o Identify potential sources of capital and operational savings

3. Analyze the findings:
o Map requirements to Microsoft Teams capabilities
o Identify requirements not met by Microsoft Teams and recommend potential alternatives

4. Microsoft Teams phone system design
o Dial plan, normalization, dialing rules
o Calling Plans
o Optional Communication Credits
o Routing and voice policies
o Voicemail
o Auto attendants
o Call queues
o Call quality dashboard
o Analog gateways

5. Telephony integration for phone system
o Operator Connect (if applicable)
o Direct Routing/Hosted Direct Routing (if applicable)
o Calling Plan(s) (if applicable)

6. Emergency calling planning and design
o Dynamic E911 options
o Emergency Response Locations (ERLs)
o Emergency notifications

7. Migration design
o User migration strategy and planning
o Porting DID(s) from existing carrier

8. Clients and UC certified devices
o PC, Mac, and mobile clients
o Deployment, configuration, and management
o Teams-certified headset(s), handset(s), and video endpoint(s) o Room system video interoperability (Cloud Video Interop aka CVI)

9. Infrastructure dependencies
o DNS
o Firewall considerations

10. Network planning and best practices
o High-level best practices for Teams real-time workloads o Network assessment tools discussions

11. Hardware requirements
o Direct Routing Session Border Controllers

12. Licensing requirements
o Microsoft licensing requirements
o Third-party software/licensing requirements

13. Gap analysis

14. High-level task list
o Task effort estimates
o Dependencies
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MICROSOFT TEAMS DEPLOYMENT
During the design session(s), the hardware, licensing, and services required to implement the solution will be identified.

During this phase, cost will be assigned to these resources and used to develop a Bill of Materials, if required. Hardware an d software quotes will be compiled, tasks will be defined, resources will be assigned, and timelines will be created, based on the scope of this project.

It will be the responsibility of Customer to provide quotes or pricing for any identified resources if those resources are to be provided by a party other than the Seller.

Items that may be included are:

1. Project Plan
o Work items
o Milestones and timeline
o Resource allocation effort and duration estimates
o Dependencies

2. Bill of Materials (if required)

ASSUMPTIONS

1. Seller has the right to amend the estimates based on the results of the design session(s) and deployment planning.

2. Seller will provide setup and configuration of Microsoft Teams in Microsoft 365 as determined during the design and planning session(s). Any testing requirements identified during the design and planning will be conducted during this phase.

3. Seller recommends a pilot of the Microsoft Teams workloads. The pilot period will be used to refine and validate the transition process and gather feedback from end users. This will be discussed during the design and discovery phases.

4. The Customer's existing Office 365 tenant subscription will be leveraged for this project. If this is a trial tenant, it is the Customer’s responsibility to maintain the trial through the start of the project. Termination of the trial prior to the start of the project may have irreparable impact to the success of the project.

5. The existing Azure Active Directory Connect implementation will be leveraged for this project.

CONFIGURE PHONE SYSTEM WITH OPERATOR CONNECT
The Phone System capabilities of Microsoft Teams will be provisioned by Seller, including the following tasks:

1. Assign the appropriate Phone System licensing for up to (360) user(s).

2. Assign the appropriate Phone System licensing for up to (60) common area accounts.

3. Configure up to (14) site (s).

4. View and retrieve numbers in the Teams Voice Directory.

5. Configure and import site and endpoint data into the Call Quality Dashboard.

6. Policies and number assignment.

CUSTOMER RESPONSIBLITIES

1. Porting numbers from the losing carrier to the Operator Connect carrier.

AUTO ATTENDANT(S)
Seller will assist Customer with the deployment of the Auto Attendant capabilities for Microsoft Teams Phone System.

Activities associated with this task consist of:

1. Defining Auto Attendant design, functionality, and schedule(s)

2. Deployment of (14) Auto Attendant(s)
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3. Instruction on recording and import of prompt recordings, if required

4. Validation that the Auto Attendant(s) are working properly

5. Level 2 support of environment and Auto Attendant functionality

CALL QUEUE(S)
Seller will assist Customer with the deployment of the Call Queue capabilities for Microsoft Teams Phone System. Activities associated with this task consist of:

1. Defining Call Queue design, functionality, and schedule(s)

2. Deployment of (14) Call Queue(s)

3. Instruction on queue management and changes

4. Validation that the Call Queue(s) are working properly

5. Level 2 support of environment and Call Queue functionality

CONFIGURE TEAMS NATIVE VOICE ENDPOINT(S)
Seller will assist Customer with the configuration of certified and supported voice endpoint(s) for Microsoft Teams.

Activities associated with this task consist of:

1. Validate and troubleshoot native Teams endpoint connectivity.

2. Level 2 support of environment, as required

3. Overview of native device management in Microsoft Teams Admin Center

CUSTOMER RESPONSIBILITIES

1. Physical placement of the endpoint(s).

2. Flashing device(s) with firmware supported by Teams.

ASSUMPTIONS

1. Intune is configured to support Android based device(s).

CONFIGURE PAGING ADAPTERS(S)
Seller will assist Customer with the configuration of certified and supported paging adapter(s) for Microsoft Teams.

Activities associated with this task consist of:

1. Configuration of up to (9) paging adapter(s)

2. Level 2 support of environment, as required, during the project.

3. Overview of Paging adapter device management in Microsoft Teams Admin Center

4. General guidance based upon best practices to the Customer on how to migrate devices to a firmware supported by Teams.

CUSTOMER RESPONSIBILITIES

1. Flashing device(s) with firmware supported by Teams.

2. Opening technical assistance case(s) or RMA(s) for failed device(s) due to migration to Teams supported firmware.

3. Physical placement or wiring of the paging device(s).

4. Network configuration of the paging device(s).
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ASSUMPTIONS

1. Active hardware support coverage for the device should an RMA or technical assistance case be required.

CONFIGURE ANALOG GATEWAY(S)
Seller will assist Customer with the configuration of certified and supported analog gateway(s) for Microsoft Teams.

Activities associated with this task consist of:

1. Configuration of up to (6) analog gateway(s)

2. Level 2 support of environment, as required, during the project.

3. Overview of Analog Gateway device management in Microsoft Teams Admin Center

4. General guidance based upon best practices to the Customer on how to migrate devices to a firmware supported by Teams.

CUSTOMER RESPONSIBILITIES

1. Flashing devices with firmware supported by Teams.

2. Opening technical assistance case(s) or RMA(s) for failed device(s) due to migration to Teams supported firmware.

3. Physical placement or wiring of the analog gateway(s).

4. Network configuration of the analog gateway(s).

ASSUMPTIONS

1. Faxing is not supported via SIP Gateway and/or Teams Calling plans.

2. Active hardware support coverage for the device should an RMA or technical assistance case be required.

TEAMS DYNAMIC EMERGENCY CALLING (E911)
As part of the Teams Dynamic E911 implementation, Seller will:

1. Work with Customer on creating a list of Emergency Response Location(s) (ERL) as well as the corresponding Emergency Location Identification Number(s) (ELIN) (if applicable).

2. Configure up to (14) site(s) for dynamic emergency calling.

3. Configure dynamic emergency calling to support up to (42) ERL(s).

4. Configure dynamic emergency calling to notify internal parties of a call.

5. Create ERL(s) based on Customer’s requirements.

6. Assign switch ports, BSSID(s) and/or IP subnet(s) to appropriate ERL(s).

7. Test calls from multiple ERL(s) with the local PSAP by dialing 933 for address verification.

CUSTOMER RESPONSIBILITIES

1. Determining and establishing 911/E911 policies based on Customer's geographical requirements (i.e. state, county, city, township, etc.). Seller is not responsible for determining requirements based on locality.

2. Creating ERL(s) no larger than defined by law to comply with the federal, state, and local requirements for E911.

3. Ensuring that 911 functionality continues to be operational after cutover.

4. Ensuring 911 works as intended by scheduling testing with the local public safety answering point (PSAP) and validating correct information is received.
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ASSUMPTIONS

1. Accurate number of ERL(s) (Emergency Response Locations) and site(s) were scoped as part of the original SOW.

Additional hours will be added to the project via a change order if Customer requests Seller to configure more than the original scoped ERL and site total.

2. If utilizing Teams Shared Calling, Customer will utilize ELIN(s) for E911 capabilities and will appropriately assign a pool of numbers that will comply with federal, state, and local requirements for E911.

Seller is budgeting hours throughout the project to review best practices related to the adoption of the technologies in scop e.

Topics to be addressed include communications, training and support. However, Seller is not allocating any dedicated time or resource beyond the Engineers and Consultants assigned to migrate the solutions in scope.

ADOPTION SERVICES

BASIC ADOPTION
Includes up to (0) hours of adoption services.

Seller is budgeting hours throughout the project to review best practices related to the adoption of the technologies in scop e.

Topics to be addressed include communications, training and support. However, Seller is not allocating any dedicated time or resource beyond the Engineers and Consultants assigned to migrate the solutions in scope.

PROJECT CLOSURE AND COMPLETION
A Project Closure meeting will be scheduled to review the engagement and transfer the project documents. At this time, the Customer will have the opportunity to raise questions and to provide feedback pertaining to the engagement.

PROJECT EXECUTION
Engaged engineer(s) is/are expected to provide a minimum of (8) hour(s) of project specific services each week until the project is completed unless the project is on hold or suspended. If the work week includes holiday(s) or the CDW resource(s) is/are otherwise unavailable, project minimums for the week will be reduced by (2) hour(s) for each day.

Engaged Project Managers are expected to provide a minimum of (2) hour(s) of project specific services each week until the project is completed unless the project is on hold or suspended. If the work week includes holidays or the CDW resource is otherwise unavailable, project minimums for the week will be reduced by up to (.5) hour(s) for each day.

The customer may request a project be put on hold with written notification to the Seller team at least (10) business day(s) prior to the start of the requested project hold. If the project hold exceeds (10) business day(s), Seller may consider the project to be suspended.

Timelines to reactivate a suspended project will be subject to Seller’s resource(s) availability to re -engage. Seller will attempt to re-engage the same resource(s) based on availability, but there is no guarantee that the same resource(s) will be assigned to the engagement. Suspended projects may also require a change order to reactivate to add additional cost to the engagement based on the discretion of the project team.

Seller reserves the right to place a project on hold or suspend it if the minimum weekly effort is not being met.

GENERAL ASSUMPTIONS, RESPONSIBILITIES, AND OUT OF SCOPE

ASSUMPTIONS

1. The configuration and management of all systems which will be involved in the project are under the control of the Customer, either directly or through a third party. Seller may request configuration changes to these devices, which will be implemented by the Customer, pending established change control procedures. 06/24/2025
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2. Hardware and/or software that will be configured or implemented as part of this project is covered under a vendor - approved support contract.

3. As applicable to the solution:
o The current on-premises Microsoft Active Directory and O365 environments are functioning properly (no adverse conditions).
o The domain and forest functional levels are at least 2008 R2 or later. o Cabling to all switch and router equipment, as well as to all phone locations, is properly implemented, tested, and clearly labeled prior to the implementation of new equipment. o Customer does not have any special cable management requirements. If cable management is required, it will be provided outside the scope of work at standard hourly rates and billed separately. o Customer-provided cabling is functioning and terminated. Any delays or troubleshooting time incurred will be considered out of scope and billed separately at standard hourly rates.

4. The current network is functioning properly (no adverse conditions).

5. The internal/corporate network utilizes a fully routable private address space. Internal systems and applications are not directly accessible from public networks. External access to those systems is through a secure intermediary device which will proxy or route connections to internal resources on the clients behalf (VPN, Terminal Server, reverse proxy, etc.).

6. As applicable, all WAN, PSTN circuits, and E911 services are or will be fully terminated, tested, and functioning properly. If there are issues or delays with the circuit(s), Seller can assist with troubleshooting. This work is considered out of scope and billed separately at standard hourly rates. If the on-site engineer is delayed due to circuit/service issues while not troubleshooting, this is also considered out of scope.

7. Customer has deployed the current Teams client to the PCs.

8. The current AD DS and DNS environments are healthy and properly functioning to support Office 365 and Azure Active Directory Connect.

9. Customer acknowledges that Seller may earn a Microsoft incentive payment if Customer purchases Microsoft products from Seller. Furthermore, Customer hereby consents to Seller receiving any such payment from Microsoft and has no objections in relation thereto.

10. Customer acknowledges that Seller may earn a Microsoft incentive payment as a result of the usage workload performed.

11. Seller's personnel will not be exposed to Personally Identifiable Information (PII) beyond that required to perform services in scope.

12. Unassigned DID numbers in the number range ported to Microsoft Teams will ring busy.

13. At the completion of the project Customer will be responsible for disabling or securing accounts created for the purposes of this project.

14. Where possible, Seller recommends the use of Multi-Factor Authentication (MFA) for the accounts requiring access to client systems.

15. Customer acknowledges that Seller may provide a change order for additional hours for first day of support should it exceed the quantity defined in the scope of work.

16. Customer acknowledges that Seller may provide a change order for additional porting events should it exceed the quantity defined in the scope of work.

CUSTOMER RESPONSIBILITIES

1. Communicating all material project matters to Seller's contact person.

2. Providing at least one qualified technical person with system administration responsibilities.

3. Providing qualified personnel at your location (or any other location designated by you where services are to be provided) to support your existing equipment/environment.

4. Providing other full-time, qualified, knowledgeable personnel who will perform your obligations under this SOW; make timely decisions necessary to move performance of the services forward; participate in this project to the extent reasonably requested by Seller; and reasonably assist Seller with its performance of the services.

5. Providing Seller's personnel with appropriate levels of access and privilege to systems and information necessary for Seller's performance of the services.

6. Providing third-party applications that are compatible and providing support for those applications, if any.

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controllers) to be utilized in the deployment with the base operating system and network configuration prior to Seller consultant(s) beginning work on those systems.

8. Providing all software media and corresponding licenses and/or product keys to Seller consultant(s) prior to implementation.

9. All required certificates will be procured prior to implementation and will be provided to the Seller consultant(s) or will be installed by your staff under the supervision of the Seller consultant(s).

10. If the solution drives configuration changes and/or upgrades to other systems in the environment, including but not limited to backup software, VDI, anti-spam/antivirus, archiving, load balancers, reverse proxies, security/firewall, PSTN, E911, PBXs, and/or other gateway products, these changes and the associated costs are the responsibility of the Customer.

11. Installing software or configuring client devices.
o Seller consultant(s) will provide guidance on client configuration.

12. Providing Tenant Domain name and Directory ID (for Claiming Partner of Record (CPOR) on eligible workloads) to Seller prior to work beginning.

13. Completing all network configuration work that may be required but not included in this scope of work.

14. Completing all network testing that may be required but not included in this scope of work.

15. Customer (or their representative) must have the authority to port number(s) from the carrier/provider of the source number(s).

16. Gathering and formatting location address information to be uploaded for emergency calling services.

17. Placing and testing all endpoints/devices beyond quantities included in this scope, if any.

OUT OF SCOPE

1. Network remediation

2. Migration of legacy PBX configuration or data, including voicemail messages

3. Porting or transferring of phone numbers from another service provider

4. Professional Services for Third-Party Emergency Calling platform (i.e. RedSky, Intrado).

5. Migration of applications from the legacy system

6. Recovery of a tenant environment after expiration of trial periods and/or licenses

7. Active Directory Federation Services design or implementation

8. Active Directory assessment or remediation

9. Implementation of multi-factor authentication

10. Virtual Desktop Infrastructure (VDI)

11. Workloads of Office 365 or Azure other than Microsoft Teams, including but not limited to:
o Office
o Exchange Online
o SharePoint
o Yammer
o OneDrive

12. Enterprise Mobility and Security

13. Intune

14. Customization of audio-conferencing meeting invitations, including but not limited to:
o Insertion of help and legal links, text messages, and graphics o Selection of a different default phone number for different users o Setting up different audio-conferencing attendant languages user to greet dial-in callers

15. Third party applications (such as, fax servers or voicemail system integration)

16. Call/Contact Center

17. Video Interoperability Service

18. Deployment of UC clients or endpoints not certified by Microsoft

19. Live Events

20. Level/Tier 1 end-user support during deployment

21. Client support (Microsoft Teams client, phone, or mobile devices) during deployment

22. UC endpoint placement

23. Decommissioning or removal of legacy PBX or environment

24. Travel outside of the US
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Services not specified in this SoW are considered out of scope and will be addressed with a separate SoW or Change Order.

ITEM(S) PROVIDED TO CUSTOMER
Item Description Format
Teams Network Findings
and Recommendations
A presentation of the network analysis findings. The presentation will cover: Teams Network Analysis Findings and Recommendations Report, Next steps and potential issues discussion, and General Q & A Virtual
Meeting
Microsoft Teams Solution
Design Guide
Document that defines the business and technical requirements and how the new solution will meet these requirements. It will also provide a detailed list of the resources that will be required to implement the new solution.

PDF
Project Plan Details tasks, milestones, and timelines for implementation of the new solution.

Microsoft
Project
Bill of Materials Itemized list of components required to implement the solution. PDF As-Built or Design
Documentation
Document describing the end-state configuration or high-level design of the system components (if any). Various
Statement of Work (SoW) Statement of Work for the project. PDF

GENERAL RESPONSIBILITIES AND ASSUMPTIONS

• Customer is responsible for providing all access that is reasonably necessary to assist and accommodate Seller’s performance of the Services.
• Customer will provide in advance and in writing and Seller will follow, all applicable Customer’s facility’s safety and security rules and procedures.
• Customer is responsible for security at all Customer-Designated Locations; Seller is not responsible for lost or stolen equipment, other than solely as a result of Seller’s gross negligence and willful misconduct. • Customer acknowledges that in order to efficiently and effectively perform the Services CDW may need to collect information from Customer’s systems by using software tools developed or used by CDW (“Tools”). In some cases, these Tools will need to be loaded onto the Customer’s systems to gather necessary information, and CDW may also use them to make changes in the Customer’s systems consistent with the agreed upon scope. Tools will be used only for purposes of performing the Services and will be removed or automatically deleted when CDW has completed use of them. Customer hereby consents to CDW’s use of the Tools as set forth in this paragraph.

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PROJECT MANAGEMENT
Seller will assign a project management resource to perform the following activities during the project:

1. Kickoff Meeting
o Coordinate and facilitate kickoff meeting
o Review SOW including project objectives, schedule, and logistics o Identify and confirm project participants
o Discuss project prerequisites
o Create and distribute escalation and contact lists

2. Project Schedule or Plan
o Create a project plan that details the schedule and resources assigned to the project. The schedule should align with the estimated project duration as established in the Project Scheduling section. o Monitor project scope and expectations
o Identify and manage project risks
o Monitor the status and progress of the project and the quality of items provided o Communicate at regular intervals as agreed upon
o Ensure project timelines, dependencies, budgets, and closure are met within the project lifecycle

3. Status Meetings and Reports
o Status meetings will be conducted on a regular cadence schedule to proactively identify any issues that may arise in order to mitigate risk
o Scheduling will be based on agreement with stakeholders, the estimated project duration, and budget available
o Seller and Customer will discuss action items, tasks completed, tasks outstanding, risks, issues, key decisions, and conduct a budget review
o The project management resource will document and distribute meeting notes and/or action items for all meetings, and will act as the main POC to Customer, if requested

4. Change Management
o When a change to a project occurs, the Seller's project change control process will be utilized o The project management resource will facilitate any necessary change order(s) and administrative task(s) as necessary

5. Project Closure
o Once verbal scope completion is confirmed, a written Project Closure Acceptance will be provided for client to formally acknowledge
o If desired, the project team will meet to recap, answer any questions, and address project transition activities and next steps

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CONTACT PERSONS
Each Party will appoint a person to act as that Party’s point of contact (“ Contact Person”) as the time for performance nears and will communicate that person’s name and information to the other Party’s Contact Person.

Customer Contact Person is authorized to approve materials and Services provided by Seller, and Seller may rely on the decisions and approvals made by the Customer Contact Person (except that Seller understands that Customer may require a different person to sign any Change Orders amending this SOW). The Customer Contact Person will manage all communications with Seller, and when Services are performed at a Customer -Designated Location, the Customer Contact Person will be present or available. The Parties’ Contact Persons shall be authorized to approve changes in personnel and associated rates for Services under this SOW.

CHANGE MANAGEMENT
This SOW may be modified or amended only in a writing signed by both Customer and Seller, generally in the form provided by Seller (“Change Order”). Services not specified in this SOW are considered out of scope and will be addressed with a separate SOW or Change Order.

In the event of a conflict between the terms and conditions set forth in a fully executed Change Order and those set forth in this SOW or a prior fully executed Change Order, the terms and conditions of the most recent fully executed Change Order shall prevail.

PROJECT SCHEDULING
Customer and Seller, who will jointly manage this project, will together develop timelines for an anticipated schedule (“Anticipated Schedule”) based on Seller’s project management methodology. Any dates, deadlines, timelines or schedules contained in the Anticipated Schedule, in this SOW or otherwise, are estimates only, and the Parties will not rely on them fo r purposes other than initial planning.

TOTAL FEES
The total fees due and payable under this SOW (“Total Fees”) include both fees for Seller’s performance of work (“Services Fees”) and any other related costs and fees specified in the Expenses section (“ Expenses”).

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calculations provided herein. The pricing included in this SOW expires and will be of no force or effect unless it is signed by Customer and Seller within thirty (30) days from the Date listed on the SOW, except as otherwise agreed by Seller. Any objections to an invoice must be communicated to the Seller Contact Person within fifteen (15) days after receipt of the invoice.

This SOW may include multiple types of Services Fees; please reference below Services Fees section(s) for further details.

SERVICES FEES
Services Fees hereunder are FIXED FEES, meaning that the amount invoiced for the Services will be $80,941.25.

The invoiced amount of Services Fees will equal the amount of fees applicable to each completed project milestone (see Table below).

Milestone Percentage Fee
Signed Sow 25% $20,235.31
Completion of Design 25% $20,235.31
Completion of Implementation 50% $40,470.63
Totals 100% $80,941.25

EXPENSES
When Seller’s personnel are located more than 100 miles from the Customer -Designated location, travel charges will apply.

Seller will invoice Customer for the time Seller’s personnel spend traveling to and/or from the Customer -Designated Location(s) (or otherwise, as necessary) at a rate of $125/hour. Seller will make efforts to schedule appropriate personnel from Seller’s offices located nearest to the Customer-Designated Location(s) in order to minimize such expenses. Seller’s ability to do so may depend on various factors (e.g., specialized project skills needed, personnel availability, and changes to, or challenges inherent in, the Anticipated Schedule).

Seller will invoice Customer for Seller’s reasonable, direct costs incurred in performance of the Services. Direct expenses include, but may not be limited to: airfare, lodging, mileage, meals, shipping, lift rentals, photo copies, tolls and parking .

Seller will charge actual costs for these expenses. Any projected expenses set forth in this SOW are estimates only.

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TRAVEL NOTICE
Two (2) weeks’ advance notice from Customer is required for any necessary travel by Seller personnel.

SPECIAL TERMS FOR E911 EMERGENCY CALLING
Seller and Customer agree to the following additional terms.

1. Seller adheres to Seller’s internal policies and procedures with respect to the configurations of telephone systems that it sells, installs, manages, and/or operates (“Telephone Systems”). These internal policies and procedures are designed to maintain Seller’s compliance with applicable law. From time to time, Customer may request that Seller make a particular configuration change that does not align to Seller’s policies and procedures. In these cases, Seller reserves the right to refuse to make such configuration changes, in its sole discretion, and Customer acknowledges and agrees that Seller will have no obligations or liability to Customer (and Customer shall have no rights or remedies) with respect to Seller’s decisions in these matters. In addition, f rom time to time, to remain in compliance with applicable laws, Customer may need to make a particular configuration change or purchase add -on components to a Telephone System. In these cases, Customer agrees to make such configuration changes and purchase and implement such add-on components, in a timely manner as required by applicable law. You further acknowledge and agree that: (i) it is Customer’s responsibility to make any necessary additional purchases in order to comply with the law (whether identified by Seller or not); and (ii) a Telephone System is capable of complying with the law, even if in order to so comply, Customer must separately purchase an add -on component.

2. Customer acknowledges and agrees that Seller does not monitor Customer’s changes to the Telephone Systems to ensure they comply with the law, and Customer is solely responsible for any violations of law, third -party claims, or damages resulting from the changes that Customer makes (or fails to make). Company shall promptly notify Seller, in advance, of any changes that it intends to make to the Telephone Systems that may adversely affect the legal compliance of the Telephone Systems’ (or the operation or management thereof) and CDW reserves the right, in its sole discretion, to terminate this SOW in the event that CDW determines, in its sole discretion, that the changes would adversely affect CDW’s ability to comply with the law. In the event that Seller exe rcises such termination right, Seller shall have no liability as a result of such termination and Customer shall promptly pay to Seller all fees owed for products and services delivered prior to the effective date of termination.

3. Customer acknowledges and agrees that it is solely responsible for ensuring its compliance with applicable laws, including, without limitation, with respect to the purchase, installation, configuration, management, and operation of its Telephone System, and that Seller has not (and will not) provide Customer with legal advice. Seller is not responsible for and disclaims all liability for, Customer’s violation of applicable laws.

4. Customer agrees to indemnify, defend, and hold Seller and its affiliates and its and their respective employees, directors, officers, successors and assign harmless from and against all claims, damages, losses, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to changes that Customer makes to the Telephone Systems or Customer’s failure to make changes required by Seller or applicable law.

5. In the event that Customer instruct Seller to configure a Telephone System such that the Telephone System does not transmit a notification to a central location at the facility where the system is installed or to another person or organization, Customer represents and warrants that it is requesting this because an upgrade to the core system, substantial updates to the software, or upgrades requiring a significant purchase would be required in order for Seller to configure the Telephone System such that it does transmit a notification to a central location at the facility where the system is installed or to another person or organization. Customer acknowledges and agrees that Seller will have no liability to Customer (and Customer shall have no rights or remedies) with respect to Customer’s instructions in this respect. Customer further agrees to indemnify, defend, and hold Seller and its affiliates and their respective employees, directors, officers, and successors and assign harmless from and against all cla ims, damages, losses, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to Customer’s instructions in this respect.

6. Customer agrees that its obligations under the foregoing Sections 1 through 5 are not subject to any limitations on the type or amount of Customer’s liability to Seller, including, without limitation, any limitations on Customer’s liability: (i) that might be set forth in any agreement entered into by and between Customer and Seller; or (ii) that might otherwise apply to this SOW or a purchase that relates to this SOW. 06/24/2025
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Proprietary and Confidential Page 16 SLED-53517 | CDW Government LLC SOW 159120

CUSTOMER-DESIGNATED LOCATIONS
Seller will provide Services benefiting the following locations (“Customer-Designated Locations”) Location Address
City Hall 200 Civic Center Drive, Vista, CA 92084-6275

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Hardware Software Services IT Solutions Brands Research Hub

QUOTE CONFIRMATION
Thank you for choosing CDW. We have received your quote.

CHRIS MITCHELL,
Thank you for considering CDW•G for your technology needs. The details of your quote are below. If you are an eProcurement or single sign on customer, please log into your system to access the CDW site. You can search for your quote to retrieve and transfer back into your system for processing.

For all other customers, click below to convert your quote to an order.

Convert Quote to Order
QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL PLLX154 5/28/2025 MS TEAMS PHONES 5032625 $98,065.55

QUOTE DETAILS
ITEM QTY CDW# UNIT PRICE EXT. PRICE
Poly CCX 350 IP Phone - Corded - Corded - Desktop, Wall Mountable - Black
350 7597458 $214.71 $75,148.50
Mfg. Part#: 848Z7AA#AC3
Contract: MARKET
Poly Trio C60 IP Phone - Corded - Corded Cordless - Wi-Fi, Bluetooth - Blac
18 7597646 $587.56 $10,576.08
Mfg. Part#: 849B6AA#ABA
Contract: MARKET
Algo 8301 IP Paging Adapter and Scheduler 9 6853222 $406.22 $3,655.98 Mfg. Part#: 8301
Contract: MARKET
HP Poly ATA 402 2FXS Voice Port VoIP Adapter with Open SIP and Power Supply
6 7764060 $97.71 $586.26
Mfg. Part#: 8F3H5AA#ABA
Contract: MARKET
AudioCodes C435HD IP Phone for Microsoft Teams 1 6545680 $338.79 $338.79 Mfg. Part#: TEAMS-C435HDPS-R
Contract: MARKET
AudioCodes Microsoft Teams PoE IP Phone - Black 1 8047538 $286.12 $286.12 Mfg. Part#: TEAMS-C430HD
Contract: MARKET
SUBTOTAL $90,591.73
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SHIPPING $0.00
SALES TAX $7,473.82
GRAND TOTAL $98,065.55

PURCHASER BILLING INFO DELIVER TO
Billing Address:

CITY OF VISTA

IT DEPT
200 CIVIC CENTER DR
VISTA, CA 92084-6275
Phone: (760) 726-1340
Payment Terms: NET 30-VERBAL
Shipping Address:

CITY OF VISTA

IT DEPT
200 CIVIC CENTER DR
VISTA, CA 92084-6275
Phone: (760) 726-1340
Shipping Method: FedEx Ground (1-2 days)
Please remit payments to:

CDW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675-1515
Sales Contact Info
Jon Cacioppo | (877) 603-6330 | [email protected]
Need Help?
My Account
Support
Call 800.800.4239
About Us | Privacy Policy | Terms and Conditions
This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http://www.cdwg.com/content/terms-conditions/product-sales.aspx For more information, contact a CDW account manager.
© 2025 CDW•G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239 06/24/2025
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Hardware Software Services IT Solutions Brands Research Hub

QUOTE CONFIRMATION
Thank you for choosing CDW. We have received your quote.

CHRIS MITCHELL,
Thank you for considering CDW•G for your technology needs. The details of your quote are below. If you are an eProcurement or single sign on customer, please log into your system to access the CDW site. You can search for your quote to retrieve and transfer back into your system for processing.

For all other customers, click below to convert your quote to an order.

Convert Quote to Order
QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL PLMD376 5/28/2025 TEAMS PHONES LICENSES

PRORATED
5032625 $10,410.30

QUOTE DETAILS
ITEM QTY CDW# UNIT PRICE EXT. PRICE
Microsoft Teams Shared Devices GCC Sub Per Device -
Subscription License
60 5336424 $24.21 $1,452.60
Mfg. Part#: KXJ-00001-12-SLG
Electronic distribution - NO MEDIA
Contract: County of Riverside - PSA-0001522 (PSA-0001522) PhoneSysGCC ShrdSvr ALNG SubsVL MVL PerUsr
370 4543604 $24.21 $8,957.70
Mfg. Part#: LK9-00003-12-SLG
Electronic distribution - NO MEDIA
Contract: County of Riverside - PSA-0001522 (PSA-0001522) SUBTOTAL $10,410.30
SHIPPING $0.00
SALES TAX $0.00
GRAND TOTAL $10,410.30

PURCHASER BILLING INFO DELIVER TO
Billing Address:

CITY OF VISTA

IT DEPT
200 CIVIC CENTER DR
VISTA, CA 92084-6275
Phone: (760) 726-1340
Payment Terms: NET 30-VERBAL
Shipping Address:

CITY OF VISTA

IT DEPT
200 CIVIC CENTER DR
VISTA, CA 92084-6275
Phone: (760) 726-1340
Shipping Method: ELECTRONIC DISTRIBUTION
Please remit payments to:

CDW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675-1515
06/24/2025
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Sales Contact Info
Jon Cacioppo | (877) 603-6330 | [email protected]
Need Help?
My Account
Support
Call 800.800.4239
About Us | Privacy Policy | Terms and Conditions
This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http://www.cdwg.com/content/terms-conditions/product-sales.aspx For more information, contact a CDW account manager.
© 2025 CDW•G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239 06/24/2025
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00051959 4 Exhibit B

EXHIBIT B

NOT APPLICABLE TO THIS CONTRACT

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00051959 4 Exhibit C, Page 1 of 3

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor 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 Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.

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, 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 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), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for 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 City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 06/24/2025
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00051959 4 Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.

2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.

Claims Made Policies
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 Contractor 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 City for review.

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 City.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 06/24/2025
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00051959 4 Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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00051959 4 Exhibit D

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]

NOT APPLICABLE TO THIS CONTRACT

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00051959 4 Exhibit E

EXHIBIT E

SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:

1. State of California grant conditions, as attached.

2. Federal grant conditions, as attached.

3. Other conditions, as attached.

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