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2023-27 Carahsoft Technology Corp - Zoom Cloud Phone System
MEMORANDUM DATE: October 19, 2023 TO: Jon McMillen, City Manager FROM: Doug Kinley, Management Analyst RE: Carahsoft Technology Corporation - Zoom Cloud Phone System i .1] If I \F. Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name. n Authority to execute this agreement is based upon: Approved by City Council on October 17, 2023; Business Session 2 City Manager's signing authority provided under the City's Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $50,000 or less. Department Director's or Manager's signing authority provided under the City's Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less. Procurement Method (one must apply): Bid RFP RFQ 3 written informal bids Sole Source JL Select Source n✓ Cooperative Procurement Requesting department shall check and attach the items below as appropriate: Agreement payment will be charged to Account No.: 502-0000-60301, -71049, -80100 Agreement term: Start Date 10/31/2023 10/31/2027 End Date Amount of Agreement, Amendment, Change Order, etc.: $ 164,454 REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount, not individual Amendments or Change Orders! 1r L Insurance certificates as required by the Agreement for Risk Manager approval Approved by: must register with MyCOI Date: Bonds (originals) as required by the Agreement (Performance, Payment, etc.) Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant FPPC regulation 18701(2) Business License No. ; Expires: 1 Requisition for a Purchase Order has been prepared (Agreements over $5,000) AGREEMENT FOR CONTRACT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and Carahsoft Technology Corporation, a Virginia S -Corporation and IT Solutions Provider with a place of business at 11493 Sunset Hills Road, Reston, VA 20190 ("Contracting Party"). The parties hereto agree as follows: 1. SERVICES OF CONTRACTING PARTY. 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to Cloud Meeting and Phone System Software, as specified in the "Scope of Services" attached hereto as "Exhibit A" and incorporated herein by this reference (the "Services"). Contracting Party represents and warrants that Contracting Party is a provider of first-class work and/or services and Contracting Party is experienced in performing the Services contemplated herein and, in light of such status and experience, Contracting Party covenants that it shall follow industry standards in performing the Services required hereunder, and that all materials, if any, will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "industry standards" shall mean those standards of practice recognized by one or more first-class firms performing similar services under similar circumstances. 1.2 Compliance with Law. All Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction. 1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable Federal, State, and local wage and hour laws. 1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Contracting Party and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement. Contracting Party shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the Services required by this Agreement, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Contracting Party shall be responsible for all subcontractors' compliance with this Section. 1.5 Familiarity with Work. By executing this Agreement, Contracting Party warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. Should Contracting Party discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Contracting Party shall immediately inform City of such fact and shall not proceed except at Contracting Party's risk until written instructions are received from the Contract Officer, or assigned designee (as defined in Section 4.2 hereof). 1.6 Standard of Care. Contracting Party acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contracting Party's work will be held to an industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove, Contracting Party represents to City that it holds the necessary skills and abilities to satisfy the industry standard of quality as set forth in this Agreement. Contracting Party shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Contracting Party, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City's own negligence. The performance of Services by Contracting Party shall not relieve Contracting Party from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contracting Party. 1.7 Additional Services. In accordance with the terms and conditions of this Agreement, Contracting Party shall perform services in addition to those specified in the Scope of Services ("Additional Services") only when directed to do so by the Contract Officer, or assigned designee, provided that Contracting Party shall not be required to perform any Additional Services without compensation. Contracting Party shall not perform any Additional Services until receiving prior written authorization (in the form of a written change order if Contracting Party is a contractor performing the Services) from the Contract Officer, or assigned designee, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contracting Party. It is expressly understood by Contracting Party that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Contracting Party to secure the Contract Officer's, or assigned designee's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer, or assigned designee. -2- Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in "Exhibit D" (the "Special Requirements"), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2. COMPENSATION. 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Contracting Party shall be compensated in accordance with "Exhibit B" (the "Schedule of Compensation") in a total amount not to exceed One Hundred Sixty Four Thousand Four Hundred Fifty Four Dollars ($164,454), for the life of the Agreement, encompassing the Initial and any Extended Terms (the "Contract Sum"), except as provided in Section 1.7. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Contracting Party's rate schedule, but not exceeding the Contract Sum, or such other reasonable methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contracting Party at all project meetings reasonably deemed necessary by City; Contracting Party shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Contracting Party's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.7 of this Agreement. 2.2 Method of Billing & Payment. Any month in which Contracting Party wishes to receive payment, Contracting Party shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Contracting Party specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Upon approval in writing by the Contract Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will pay Contracting Party for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. -3- 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement shall be paid for in an amount agreed to in writing by both City and Contracting Party in advance of the Additional Services being rendered by Contracting Party. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer, or assigned designee. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council, the City Manager, or Department Director, depending upon City laws, regulations, rules and procedures concerning public contracting. Under no circumstances shall Contracting Party receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement. 3. PERFORMANCE SCHEDULE. 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and "Exhibit C", it is understood that the City will suffer damage. 3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in "Exhibit C" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer, or assigned designee. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contracting Party, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contracting Party shall within ten (10) days of the commencement of such delay notify the Contract Officer, or assigned designee, in writing of the causes of the delay. The Contract Officer, or assigned designee, shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination, or assigned designee, shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer, or assigned designee, to be justified pursuant to this Section shall not entitle the Contracting Party to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated in accordance with the provisions in Article 8.0 of this Agreement, the term of this agreement shall commence on October 31, 2023, and terminate on October 31, 2027 ("Initial Term"). This -4- Agreement may be extended for three additional year(s) upon mutual agreement by both parties ("Extended Term"), and executed in writing. 4. COORDINATION OF WORK. 4.1 Representative of Contracting Party. The following principals of Contracting Party ("Principals") are hereby designated as being the principals and representatives of Contracting Party authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: (a) Zoom Team at Carahsoft Technology Corporation 11493 Sunset Hills Road, Ste 100 Reston, VA 20190 ATTN: Billy Turk Billy.Turk@Carahsoft.com 571-662-3323 (b) City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 ATTN: City Manager's Office (IT) Technology@LaQuintaCA.Gov 760-777-7000 It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Contracting Party and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Contracting Party and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City. 4.2 Contract Officer. The "Contract Officer", otherwise known as the City Manager's Office Director or assigned designee may be designated in writing by the City Manager of the City. It shall be Contracting Party's responsibility to assure that the Contract Officer, or assigned designee, is kept informed of the progress of the performance of the Services, and Contracting Party shall refer any decisions, that must be made by City to the Contract Officer, or assigned designee. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer, or assigned designee. The Contract Officer, or assigned designee, shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Contracting Party, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Contracting Party shall not contract or subcontract with -5- any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contracting Party, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting or subcontracting by Contracting Party without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Contracting Party of any liability hereunder without the express consent of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contracting Party, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contracting Party's employees, servants, representatives, or agents, or in fixing their number or hours of service. Contracting Party shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contracting Party in its business or otherwise or a joint venture or a member of any joint enterprise with Contracting Party. Contracting Party shall have no power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Contracting Party as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contracting Party for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contracting Party for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contracting Party shall fully comply with the workers' compensation laws regarding Contracting Party and Contracting Party's employees. Contracting Party further agrees to indemnify and hold City harmless from any failure of Contracting Party to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any payment due to Contracting Party under this Agreement any amount due to City from -6- Contracting Party as a result of Contracting Party's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4.5 Identity of Persons Performing Work. Contracting Party represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Contracting Party represents that the Services required herein will be performed by Contracting Party or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. City shall provide Contracting Party with any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performed hereunder which are reasonably available to Contracting Party only from or through action by City. 5. INSURANCE. 5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Contracting Party shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance Requirements") which is incorporated herein by this reference and expressly made a part hereof. 5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance to Agency along with all required endorsements. Certificate of Insurance and endorsements must be approved by Agency's Risk Manager prior to commencement of performance. 6. INDEMNIFICATION. 6.1 Indemnification. To the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in "Exhibit F" ("Indemnification") which is incorporated herein by this reference and expressly made a part hereof. 7. RECORDS AND REPORTS. 7.1 Reports. Contracting Party shall periodically prepare and submit to the Contract Officer, or assigned designee, such reports concerning Contracting Party's performance of the Services required by this Agreement as the Contract Officer, or assigned designee, shall require. Contracting Party hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if -7- Contracting Party is providing design services, the cost of the project being designed, Contracting Party shall promptly notify the Contract Officer, or assigned designee, of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contracting Party is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Contracting Party shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the "Books and Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer, or assigned designee, to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer, or assigned designee, shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contracting Party's business, custody of the Books and Records may be given to City, and access shall be provided by Contracting Party's successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Contracting Party, its employees, subcontractors, and agents in the performance of this Agreement (the "Documents and Materials") shall be the property of City and shall be delivered to City upon request of the Contract Officer, or assigned designee, or upon the expiration or termination of this Agreement, and Contracting Party shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contracting Party will be at City's sole risk and without liability to Contracting Party, and Contracting Party's guarantee and warranties shall not extend to such use, revise, or assignment. Contracting Party may retain copies of such Documents and Materials for its own use. Contracting Party shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall -8- provide for assignment to City of any Documents and Materials prepared by them, and in the event Contracting Party fails to secure such assignment, Contracting Party shall indemnify City for all damages resulting therefrom. 7.4 In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Contracting Party for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contracting Party from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.5 Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contracting Party shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contracting Party represents and warrants that Contracting Party has the legal right to license any and all of the Documents and Materials. Contracting Party makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contracting Party or provided to Contracting Party by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7.6 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer, or assigned designee, or as required by law. Contracting Party shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7.7 Confidential or Personal Identifying Information. Contracting Party covenants that all City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussion notes, or other information, if any, developed or received by Contracting Party or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contracting Party to any person or entity without prior written authorization by City or unless required by law. City shall grant authorization for disclosure if required by any lawful administrative or legal proceeding, court order, or similar directive with the force of law. All City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussions, or other information shall be returned to City upon the termination or expiration of this Agreement. Contracting Party's covenant under this section shall survive the termination or expiration of this Agreement. -9- 8. ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contracting Party covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer, or assigned designee; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to this Article 8.0. During the period of time that Contracting Party is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable to Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Contracting Party in the performance of the Services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Contracting Party requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contracting Party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. -10- 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon receipt of any notice of termination, Contracting Party shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer, or assigned designee. Contracting Party shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer, or assigned designee, thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, or assigned designee, except amounts held as a retention pursuant to this Agreement. 8.8 Termination for Default of Contracting Party. If termination is due to the failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party shall vacate any City -owned property which Contracting Party is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Contracting Party shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contracting Party for the purpose of setoff or partial payment of the amounts owed City. 8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. -11- 9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contracting Party or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contracting Party's performance of the Services under this Agreement. Contracting Party further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer, or assigned designee. Contracting Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contracting Party warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Contracting Party covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contracting Party shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10. MISCELLANEOUS PROVISIONS. 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. -12- To City: CITY OF LA QUINTA Attention: City Manager's Office 78495 Calle Tampico La Quinta, California 92253 To Contracting Party: CARAHSOFT TECHNOLOGY CORPORATION Attention: Zoom Team — Billy Turk 11493 Sunset Hills Road, Suite 100 Reston, Virginia 20190 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contracting Party and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.8 Unfair Business Practices Claims. In entering into this Agreement, Contracting Party offers and agrees to assign to City 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. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of -13- Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contracting Party without further acknowledgment of the parties. 10.9 No Third -Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third -party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.10 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] -14- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California Municipal Corporation SIGNED IN COUNTERPART JON McMILLEN, City Manager City of La Quinta, California Dated: ATTEST: SIGNED IN COUNTERPART MONIKA RADEVA, City Clerk City of La Quinta, California APPROVED AS TO FORM: SIGNED IN COUNTERPART WILLIAM H. IHRKE, City Attorney City of La Quinta, California -15- CARAHSOFT TECHNOLOGY CORPORATION, a Virginia S - Corporation By: /c2eazi �kYu G Name: Kristina Smith Title: Contracts Director Date: 10/20/2023 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California Municipal Corporation CARAHSOFT TECHNOLOGY CORPORATION, a Virginia S - Corporation SIGNED IN COUNTERPART By: JON IVI.cMII EN, City Manager —City of La Quinta, California Name: Title: Dated: l O / S /1023 ATTEST: MONIKA RADEV•. City C1t, k City of La Quinta, California APPROVED AS TO FORM: r WILLIAM H. IHRKE, City Attorney City of La Quinta, California -15- Date: Exhibit A Scope of Services 1. Carahsoft Professional Services — Partner Statement of Work for Zoom Phone Deployment Services [See Attached] Exhibit A Page 1 of 1 Last revised summer 2017 EXHIBIT A ITEM NO. 1 - Professional Services zoomnhone Partner Statement of Work for Zoom Phone Deployment Services This Partner Statement of Work for Professional Services ("SOW") between City of La Quinta and Carahsoft ("Partner") is effective on the date of the latest signature on this SOW ("Effective Date") and is governed by the governed by the applicable Zoom Partner Professional Services Schedule found at https://mypartnerportal.zoom.us/playbooks/partner-professional-services-terms/ (any contracts, terms, policies, guides, or documents referenced or incorporated therein) (unless Partner and Zoom have otherwise entered a written agreement for Professional Services, in which case such written agreement will govern) ("Partner Agreement"). Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Partner Agreement. Flow Down Terms. Exhibit 2 (Project Scope of Work) to this SOW describes the Professional Services being purchased by Partner. Partner shall (or, if applicable, shall cause its Indirect Reseller/Affiliate to) incorporate Exhibit 2 and any appendices attached thereto verbatim, as well as all flow down terms and conditions required in the Partner Agreement, into (1) the Customer Agreement that Partner (or if applicable, its Indirect Reseller/Affiliate) enters into with Customer; and/or (2) the Company Orders that Partner (or if applicable, its Indirect Reseller/Affiliate) enters into with the Customer, for the resale of Professional Services. Project Scope Acknowledgement. This SOW describes the objectives, Deliverables, locations, Professional Service Fees, and other components that are included in this Project. Partner acknowledges that the delivery, installation, testing, and payment for the Professional Services rendered under this SOW for any specific location is not dependent on the delivery, installation, testing, and payment for the Professional Services for any other location or location(s). Bill To: Delivered To: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 USA Contact: Gilbert Villalpando Phone: 760-777-7046 Email: gvillalpando@laquintaca.gov City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 USA Contact: Gilbert Villalpando Phone: 760-777-7046 Email: gvillalpando@laquintaca.gov SOW Generated/ Revised: October 9, 2023 (valid 30 days from the generation date) SOW Number: PSO-027648 Zoom List Price: $7,125 Total Professional Service Fees: $6,600 Currency: USD Zoom Account Executive: Elliott Simpson Zoom Phone P5O Rep: Michael Cisneros zoomphone Agreement Professional Services This SOW is entered into as of the Effective Date specified above between City of La Quinta. and Carahsoft. City of La Quinta By: ame: Jon McMillen Partner + By: �� i��,lc./.+1� 3 -Wad edi Name: Elaine Shadid Title: City Manager Title: Service Contract Specialist Date: October 19, 2023 Date: 10/20/2023 PO Number (if applicable): Exhibit 1 Professional Service Fees Service Description Zoom PS Remote Zoom Professional Services Organization: Assessment, Design, Project Management, and Deployment. Locations and deployment type as $6,270 Master Standard Doc: Rev 1.0 © Zoom Video Communications, Inc. 2022 Page 2 of 9 zoomphone Professional Services indicated in Section 1 (Service Scope and Locations) of the Project Scope of Work (Exhibit 2). Total Remote Services: $6,600 Standard Work Hours. Unless otherwise specified, pricing is based on the Professional Services being provided during Standard Service Hours. Invoicing Schedule. Invoices will be issued as follows: 1. 30% of the total value of this Statement of Work as identified in this Exhibit 1 shall be invoiced upon completion of company and location(s) preliminary discovery, design, and planning in the mutually agreed upon Project plan as identified in Section 2.2 in Exhibit 2 (Project Scope of Work). An email notification will be sent to the Partner and the Customer at the completion of such phase. 2. Remaining Statement of Work value shall be invoiced upon the completion for each location based on the number of Zoom licenses, devices, users, and features (e.g. paging, BYOC, BYOP, etc.) deployed at each location or location. An email notification will be sent to the Partner and the Customer at the completion of each location or group of locations. Special Terms and Notes • Any Special Terms & Notes set forth below shall take precedence over any conflicting terms contained in the Partner Agreement or Reseller Customer PS Terms, as applicable. Locations are limited to those identified within Section 1 (Service Scope and Locations) of this Project Scope of Work (Exhibit 2). Refer to Section 1 (Service Scope and Locations) of the Project Scope of Work (Exhibit 2) for the number of units included by each location or group of Locations. Exhibit 2 Project Scope of Work Customer is purchasing Zoom Professional Services through a non -Zoom entity authorized by Zoom to resell certain Professional Services, and from/through which Customer orders the Professional Services (the "Reseller"). Master Standard Doc: Rev 1.0 © Zoom Video Communications, Inc. 2022 Page 3 of 9 Scope Completion Criteria Project Scope Each location, function, and feature as identified in Section 1 (Service Scope and Locations). Completion of all Professional Services described in this Project Scope of Work, for each location identified. Master Standard Doc: Rev 1.0 © Zoom Video Communications, Inc. 2022 Page 3 of 9 Standard Service Scapa: Optional Services: zoomnhone 1. Service Scope and Locations Professional Services Zoom will perform the tasks listed in this Project Scope of Work remotely, for the following Zoom Phone user/license count(s), features, functions, and/or locations: Standard Service Scope: Existing PBX: Mile 1 Phone Source: Purchasing New Phones Total Licata to Deploy: 135 Llserl Devices millDIDs: Includes 135 DID'S 135 Mart! DevitaS with NO DID: 0 Location Demographics: # Lecatidns 1 th 26 Merl: 3 # Locations 26 —610 Users: 1 Locations aver 60 Users: 1 Virtual Desktop Infrastructure [VDI) in Lse?: No MD's, Porting:, and$ite Count: DID'S to be urged: 135 Total Number of Locations: 5 Additional DID'Sta be parked: 0 # Native Locations: 5 Toll -Free Numbers: 0 # eYOC Locations: 0 # Cantor Peering: 0 # Dried Connect: 0 9ueues and Auto-Receptionlata: Auth-Recaptihniati Oueues Inducted up to: 21 Additiinal AR's: 0 Additional Queues: 0 Emer!_nc Services E511y: Nomadic Bulk Phone Repro -visioning: hal Iacivaea # BYOC Required: Not Included Carrier Peering: Not Included Direct Connect: Not Included SSO Configuration Assistance: Not Included SIP Paging: Not Included Contact Center Integration: Not Included Analog Requirements: Not Included Premise Peering: Not Included On -Site Services: Not Included Zoom Phone Local Survivability: Not Included Proj.ct Assumptions: .1) Only:hose Zoom Phone features and functions Generally Avaiable at the line of SOW execution Shat be included t7 this project scope. Locations: Qty Country Default Qty Qty Deployment Qty Qty Direct Carrier # sites 1- # sites 26- # sites 50+ Type Native BYOC Connect Peering 25 users 50 users users United States Native 5 0 0 0 3 1 1 Master Standard Doc: Rev 1.0 © Zoom Video Communications, Inc. 2022 Page 4 of 9 zoomnhone Professional Services 2. General 2.1. Selection and assignment of a designated TPM and Zoom Project Engineer ("PE") by Zoom. 2.2. Project Management 2.2.1. The TPM will be responsible for the following activities in connection with this Project Scope of Work: 2.2.2. Alignment of Project goals and scope with Customer expectations during Project initiation/ kick-off; 2.2.3. Internal and external Project kick-off sessions; 2.2.4. Creation and management of Project governance, including but not limited to: 2.2.4.1. Mutually agreed upon Master Project plan and schedule; 2.2.4.2. Roll Out Communication plan, Project resource requirements, escalation process, change control, and test plan; 2.2.4.3. Project Action and risk register; 2.3. Completion of resource assignments and scheduling in alignment with the master Project schedule; 2.4. Management of Project documentation; 2.5. Management of Project timelines in alignment and via consensus with the Customer designated internal Project manager or single point of contact; 2.6. Identification, communication, and mitigation of Project risks and issues; 2.7. Development, review, authoring, implementation, and managing any mutually agreed upon interventions to achieve Project outputs; 2.8. Facilitating and leading regular status update meetings, organize planning sessions and Customer steering committees, as applicable; 2.9. Completing scoped migration and go live support; and 2.10. Performing closure procedures at the conclusion of Project activities. 3. Zoom Phone Discovery 3.1. The TPM and/or PE will partner with the Customer to schedule high-level Discovery session(s) with Customer's point of contact(s). The location(s) and number of users involved in the Discovery process are set forth in Section 1 (Service Scope and Locations) of this Project Scope of Work. The Zoom Project Team will work with the Customer to complete the preliminary Discovery document(s). 3.2. Preliminary Discovery 3.2.1. Customer's implementation strategy; 3.2.2. Identify Customer Project team members and responsibilities; 3.2.3. Identify and document all locations and addresses to be deployed; 3.2.4. Develop high-level Project timeline for location deployments and cut -overs; 3.2.5. Document risk -factors that may impact cut -over schedule; 3.2.6. Document Zoom Portal company settings and standards; 3.3. Location -specific Discovery (as applicable to the custom services being provided) 3.3.1. User and Device Information; 3.3.2. Porting data/information (Direct Inward Dial ["DID"] and Toll Free Numbers); 3.3.3. Call flow(s); 3.3.4. Dial plan requirements (as needed); 3.3.5. Premise Peering (PSTN/PBX) Requirements; 3.3.6. Zoom Phone SSO if required 3.3.7. Roles and Permissions; 3.4. Zoom Phone Readiness Review 3.4.1. Zoom Phone Readiness Review will be conducted for each location/location(s) identified in Section 1(Service Scope and Locations) of this Project Scope of Work to include: 3.4.1.1. Wired Network test results 3.4.1.2. Wireless Network test results Master Standard Doc: Rev 1.0 © Zoom Video Communications, Inc. 2022 Page 5 of 9 zoomnhone Professional Services 3.4.2. The Zoom Phone Readiness review shall contain statistics and metrics on the Customer's current network environment to ensure Customer's network is configured for optimal Zoom performance. 3.4.3. PE will provide recommendations, as needed, to resolve network connectivity issues. 3.4.4. Additional network reviews or consultations are available to the Customer via a separate, executed Project Scope of Work. 3.5. Go -Live Readiness requirements. 3.6. All Discovery documents, Preliminary and Location -Specific, are reviewed and approved by Customer and Zoom Project Team prior to moving to deployment. 3.7. Delay in completing and returning any Zoom requested documentation may result in an adjustment of the Project timeline. 4. Data Requirements and Preparation 4.1. Zoom will provide the Customer templates for collecting required data for implementation. Items which may be identified and documented are the following: 4.1.1. User List. 4.1.2. Location information. 4.1.3. Direct Inward Dial (DID) Phone numbers. 4.1.4. Current extensions. 4.1.5. Desktop Phone information. 4.1.6. Call Queues (hunt groups) including call distribution methodology (simultaneous ring, sequential ring, rotating ring, etc.). 4.1.7. IVR/Auto Receptionist. 4.1.8. Multi -line appearance (typically used by Administrative Assistants). 4.1.9. Additional items as specified in Section 1 (Service Scope and Locations) of this Project Scope of Work: 4.1.9.1. Required information for configuring the Zoom's BYOC Trunk Group in the event that Premise Peering PSTN (a.k.a. Bring Your Own Carrier, "BYOC"); 4.1.9.2. Zoom certified analog gateway ("ATA") devices; 4.1.9.3. Zoom certified paging systems; 4.1.9.4. Premise peering; 4.2. Customer will provide the required information utilizing the Zoom provided templates with the data requested above to Zoom. 4.3. Zoom will enter and configure the data provided into the Zoom Phone System. 5. Zoom Deployment Services 5.1. Zoom Professional Services typically performs all services remotely. Remote delivery/deployment services include: 5.1.1. Creation of: 5.1.1.1. Location information; 5.1.1.2. Auto -receptionists; 5.1.1.3. Queues; 5.1.1.4. Call flow(s); 5.1.1.5. User creation and provisioning; 5.1.1.6. Perform Network Readiness Review per Project Plan Schedule; 5.1.2. Porting of DID numbers identified and documented in the Location Discovery exercise. 5.1.3. Configuration of Zoom supported desktop phones in Zoom Portal; 5.1.4. Recommendations for handset placement and testing; 5.1.5. Provisioning of Zoom certified desktop phones via the Zoom Portal; 5.1.6. Coordination of end-user training sessions delivered by Zoom Customer Success Manager; 5.1.7. Perform coordinated testing with the Customer; Master Standard Doc: Rev 1.0 © Zoom Video Communications, Inc. 2022 Page 6 of 9 zoomnhone Professional Services 5.1.8. Provide Customer with basic template for Customer -specific testing plan; 5.2. Alpha testing; 5.3. Guidance and standard template(s) for Customer -conducted beta testing; 5.4. Cut -over preparation. 5.5. Hypercare which provides port -implementation support for a period of ten (10 Business says. 5.5.1. Non -implementation -related support will be provided by Zoom Technical Support in accordance with the level of support the Customer is entitled to receive; 5.6. Document open issues and enhancement requests in a Project log. 5.7. Perform formal Project closure processes. 5.8. Transition the Customer from deployment to sustaining services (e.g. Zoom Technical Support and Customer Success Manager services). 5.9. The following services below will be performed if indicated in Section 1 (Service Scope and Locations) of the Project Scope of Work: 5.9.1. Premise Peering PSTN (BYOC) as identified in Section 1 (Service Scope and Locations) of this Project Scope of Work. 5.9.1.1. Connect to existing carrier; 5.9.1.2. Provide the Customer with specifications required for a BYOC connection; 5.9.1.3. Complete Zoom portal configuration once SBC device(s) are installed and configured by the Customer on their network; 5.9.1.4. Zoom complete the provisioning of the SIP trunk between Zoom and the Customer's SBCs or through the Carrier Exchange (Carrier Peering); 5.9.1.5. Coordinated testing between Zoom and the Customer to verify that the trunk is established; 5.9.1.6. Provide cut -over support. 5.9.2. Premise Peering PBX (BYOP) as identified in Section 1 (Service Scope and Locations) of this Project Scope of Work. 5.9.2.1. Provide the Customer with specifications required for a Premise Peering PBX connection; 5.9.2.2. Complete Zoom Portal configuration once SBC device is installed and configured by the Customer on their network; 5.9.2.3. Zoom will complete the provisioning of the SIP trunk between Zoom and the Customer's SBC(s); 5.9.2.4. Provide cut -over support. 5.9.3. Analog Telephone Adapter/Gateway as identified in Section 1 (Service Scope and Locations) of this Project Scope of Work. 5.9.3.1. Complete Zoom Portal configuration once the Adapter/Gateway is installed and configured by the Customer; 5.9.3.2. Coordinate testing between Zoom and the Customer; 5.9.3.3. Provide cut -over support. 5.9.4. Paging as identified in Section 1 (Service Scope and Locations) of this Project Scope of Work. 5.9.4.1. Complete Zoom Portal configuration of Zoom -supported paging devices once devices are installed and configured by the Customer; 5.9.4.2. Coordinated testing between Zoom and the Customer 5.9.4.3. Provide cut -over support. 5.9.5. Zoom Phone Local Survivability (ZPLS) 5.9.5.1. Provide the Customer with specifications required for a ZPLS; 5.9.5.2. Register Zoom Node to Zoom Cloud; 5.9.5.3. Perform configuration for local survivability within the Zoom Admin Portal; 5.9.5.4. Perform initial alpha testing; 5.9.5.5. Provide cut -over assistance. 6. Standard Remote Service Hours Master Standard Doc: Rev 1.0 © Zoom Video Communications, Inc. 2022 Page 7 of 9 zoomnhone Professional Services 6.1. Unless otherwise specified, Zoom performs the Professional Services during Standard Service Hours. 7. Customer Responsibilities and Project Scope of Work Exclusions 7.1. The Customer is responsible for all aspects not specifically included in this Project Scope of Work. Out of scope and Customer Responsibility items include, without limitation: 7.1.1. Install, provision, configure, and ensure users are proficient on the Zoom Meeting client. 7.1.2. Purchase required Zoom Phone licenses and Calling Plan(s). 7.1.3. Provide all necessary information and data for DID porting and deployment, including but not limited to: 7.1.3.1. Listing of all users with usernames, email addresses, DID's, Extensions, and location, all pages of all current applicable phone bills for all locations requiring porting services, procure Customer Service Reports ("CSR") from existing carrier(s) for all locations and accounts requiring porting services, service addresses and Authorized Contacts for each phone bill/ carrier account; and BTN for each phone bill/ carrier account. 7.1.4. Customer shall use Zoom -provided templates for all data compilation exercises. 7.1.5. Customer understands and agrees that they are responsible for gathering and assembling all data from any legacy systems. 7.2. Order and procure desktop phones, headsets, and conference room audio devices as required, and other equipment. 7.3. LAN/WAN infrastructure: 7.3.1. Network requirements for Zoom products as identified on the Zoom support website and/or network modifications as recommended by Zoom PSO. 7.4. Configuration and software installation on customer PCs. 7.5. Customizations on individual User endpoints, or phone settings. 7.6. Phones or devices being deployed by Customer that are not defined on Zoom's Supported Device Listing on Zoom's support website at: https://support.zoom.us/hc/en-us/articles/360001299063-Certified- Zoom-Phone-devi cesHeadsets. 7.7. Customer -side premise trunk configuration, diagnostics, and/or troubleshooting. 7.8. Customer mobile device configuration, diagnostics, and/or troubleshooting. 7.9. Post -Deployment End-user support. 7.10. Post -Deployment Moves, Adds, and Change activities (MACD). 7.11. Unless otherwise specified, Customer is responsible for: 7.11.1. Third Party software and/or hardware integration configuration, decommissioning, and/or troubleshooting, including but not limited to other telephony systems, network equipment, and software applications. Configuration, deployment, support, and troubleshooting of any desk phones, devices, headsets, and equipment that are not supported by Zoom Phone. 7.12. New or existing SBC installation, configuration 7.13. New or existing installation and configuration of Analog Gateways and analog devices (e.g. fax, doorbells, paging, emergency phones, etc.) 7.14. Development of customized user guides, documentation, references, training materials, etc. 7.15. Customer to provide all pre-recorded greetings and prompts. 7.16. Cross -location coordination and gathering of required information. 8. Customer's Telephone Number Porting 8.1. The Customer is responsible for authorizing the telephone number porting by Zoom via the approval and signature of the standard Zoom Letter of Authority ("LOA"). Zoom shall provide guidance on porting data collection and shall assist with submission of porting request(s). This effort pertains to those locations identified in Section 1 (Service Scope and Locations). The parties acknowledge and agree that Zoom is not responsible for and does not control the portability of any individual number or group of numbers, and Master Standard Doc: Rev 1.0 © Zoom Video Communications, Inc. 2022 Page 8 of 9 zoomnhone Professional Services the Professional Services completion shall not be withheld by Customer for any delays arising from or relating to the porting of the numbers. 8.2. Customer agrees to the porting process and timelines as detailed in the Zoom Support Article: Common Issues and Questions for Porting at https://support.zoom.us/hc/en-us/articles/360036099112-Common- issues-and-questions-for-porting . 8.3. Notwithstanding paragraph 8.1 above, the Zoom Project Team and Customer will jointly own the porting responsibility by performing the following tasks for each location together: 8.3.1. The TPM shall manage initial submission of port requests and any subsequent LOA modifications and submissions. 8.3.2. Customer shall endorse all appropriate LOAs as requested by Zoom using the then current LOA form provided to Customer by Zoom 8.3.3. Customer shall provide to Zoom as requested: 8.3.3.1. All pages of all recent phone bills for those locations requiring the porting of DID's. 8.3.3.2. Customer Service Reports and/or Requests for Information from current carriers and authorized signer for each location. 8.3.3.3. Porting submissions will include numbers mapped to correct location as "company" numbers or Direct Dial phone numbers. Master Standard Doc: Rev 1.0 © Zoom Video Communications, Inc. 2022 Page 9 of 9 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting Party under this Agreement is not to exceed One Hundred Sixty Four Thousand Four Hundred Fifty Four ($164,454) ("Contract Sum"). The Contract Sum shall be paid to Contracting Party in installment payments made on a monthly basis and in an amount identified in Contracting Party's schedule of compensation attached hereto for the work tasks performed and properly invoiced by Contracting Party in conformance with Section 2.2 of this Agreement. [See Attached] 1. Zoom Quote: 41095227 — Implementation Scope of Services and Fee 2. Zoom Quote: 40042876 — Zoom Software (Phone and Meeting) 3. Carahsoft Quote: Q2209484 — Zoom Order Form for Software Services to Start Exhibit B Page 1 of 1 carahsoft, ZOOM PRICE QUOTATION EXHIBIT B ITEM NO. 1 - IMPLEMENTATION COSTS ZOOM TEAM at CARAHSOFT ZQOrTI CARAHSOFT TECHNOLOGY CORP 11493 SUNSET HILLS ROAD 1 SUITE 100 1 RESTON, VA 20190 PHONE (703) 871-8500 1 FAX (703) 871-8505 1 TOLL FREE (833) 544 -ZOOM WWW.CARAHSOFT.COM 1 ZOOMHELP@CARAHSOFT.COM TO: Reyna Camarena FROM: Billy Turk Procurement Zoom Team at Carahsoft La Quinta 11493 Sunset Hills Road 78495 Calle Tampico Suite 100 La Quinta, CA 92253 USA Reston, VA 20190 EMAIL: rcamarena@laquintaca.gov EMAIL: Billy.Turk@carahsoft.com PHONE: (760) 777-7046 TERMS: Contract Number: 7-17-70-40-05 NASPO Master Contract Number: AR2472 Contract Term: 09/15/17 - 09/15/26 Shipping Point: FOB Destination Credit Cards: VISA/MasterCard/AMEX Remit To: Same as Above Payment Terms: Net 45 (On Approved Credit) Sales Tax May Apply PHONE: (571)662-3323 FAX: QUOTE NO: 41095227 QUOTE DATE: 10/03/2023 QUOTE EXPIRES: 11/02/2023 RFQ NO: SHIPPING: ESD TOTAL PRICE: $6,600.00 TOTAL QUOTE: $6,600.00 LINE NO. PART NO. DESCRIPTION QUOTE PRICE QTY EXTENDED PRICE 1 CPP -POINT -F-491 U.S. Public Sector CPP Points - 1 charge per point $0.99 COOP 6666.666 $6,600.00 Professional Services Carahsoft Technology Corporation - CPP -POINT -F SUBTOTAL: $6,600.00 TOTAL PRICE: $6,600.00 TOTAL QUOTE: $6,600.00 Paid Period Start Date: October 31, 2023 Credit of $25,003.72 applied to total 4 year cost 4 year cost minus Credit = $124,064.72 Licensee agrees that any order for public sector customers will be governed by the terms and conditions of the Zoom Terms of Service which are found at https://www.carahsoft.com/application/files/3115/7246/0744/Zoom_TOS= _Final_10.19.pdf. The Privacy Policy has been updated and may be found here https://zoomgov.com/privacy. The Terms of Service for non public sector customers may be found here https://zoom.us/terms. Overage charges can be incurred for cloud recording and audio conferencing licenses. Policy and pricing information may be found here https://support.zoom.us/hc/en-us/articles/360060661511-Cloud-record i ng -storage -capacity https://zoom.us/zoomconference/rates Please note provisioning of Zoom licenses can take 4-7 business days CONFIDENTIAL PAGE 1 of 1 QUOTE DATE: 10/03/2023 QUOTE NO: 41095227 carahsoft, ZOOM PRICE QUOTATION EXHIBIT B ITEM NO. 2 - Software Costs ZOOM TEAM at CARAHSOFT zoo CARAHSOFT TECHNOLOGY CORP 11493 SUNSET HILLS ROAD 1 SUITE 100 1 RESTON, VA 20190 PHONE (703) 871-8500 1 FAX (703) 871-8505 1 TOLL FREE (833) 544 -ZOOM WWW.CARAHSOFT.COM 1 ZOOMHELP@CARAHSOFT.COM TO: Reyna Camarena FROM: Billy Turk Procurement Zoom Team at Carahsoft La Quinta 11493 Sunset Hills Road 78495 Calle Tampico Suite 100 La Quinta, CA 92253 USA Reston, VA 20190 EMAIL: rcamarena@laquintaca.gov EMAIL: Billy.Turk@carahsoft.com PHONE: (760) 777-7046 TERMS: Contract Number: 7-17-70-40-05 NASPO Master Contract Number: AR2472 Contract Term: 09/15/17 - 09/15/26 Shipping Point: FOB Destination Credit Cards: VISA/MasterCard/AMEX Remit To: Same as Above Payment Terms: Net 45 (On Approved Credit) Sales Tax May Apply PHONE: (571)662-3323 FAX: QUOTE NO: 40042876 QUOTE DATE: 10/03/2023 QUOTE EXPIRES: 11/02/2023 RFQ NO: SHIPPING: ESD TOTAL PRICE: $149,068.44 TOTAL QUOTE: $149,068.44 LINE NO. PART NO. DESCRIPTION QUOTE PRICE QTY EXTENDED PRICE YEAR 1 1 CPP -POINT -F-491 U.S. Public Sector CPP Points - 1 charge per point $0.99 COOP 32727.2727 $32,400.00 Zoom One Business Plus US/Canada Annual Quantity: 135 Carahsoft Technology Corporation - CPP -POINT -F 2 CPP -POINT -F-491 U.S. Public Sector CPP Points - 1 charge per point $0.99 COOP 3434.34 $3,400.00 Webinar 1000 Annual Quantity: 1 Carahsoft Technology Corporation - CPP -POINT -F 3 USF -FEE -491 USF Tax Fee Estimate (The published $0.01 price is not the $0.01 COOP 146711 $1,467.11 final price. The purchase price is based on a percent of the overall Zoom Phone rate) Zoom Video Communications, Inc. - USF -FEE YEAR 1 SUBTOTAL: $37,267.11 YEAR 2 4 CPP -POINT -F-491 U.S. Public Sector CPP Points - 1 charge per point $0.99 COOP 32727.2727 $32,400.00 Zoom One Business Plus US/Canada Annual Quantity: 135 Carahsoft Technology Corporation - CPP -POINT -F 5 CPP -POINT -F-491 U.S. Public Sector CPP Points - 1 charge per point $0.99 COOP 3434.34 $3,400.00 Webinar 1000 Annual Quantity: 1 Carahsoft Technology Corporation - CPP -POINT -F 6 USF -FEE -491 USF Tax Fee Estimate (The published $0.01 price is not the $0.01 COOP 146711 $1,467.11 final price. The purchase price is based on a percent of the overall Zoom Phone rate) Zoom Video Communications, Inc. - USF -FEE YEAR 2 SUBTOTAL: $37,267.11 YEAR 3 7 CPP -POINT -F-491 U.S. Public Sector CPP Points - 1 charge per point $0.99 COOP 32727.2727 $32,400.00 Zoom One Business Plus US/Canada Annual Quantity: 135 Carahsoft Technology Corporation - CPr-POINT-F CONFIDENTIAL PAGE 1 of 2 QUOTE DATE: 10/03/2023 QUOTE NO: 40042876 carahsoft, ZOOM PRICE QUOTATION ZOOM TEAM at CARAHSOFT CARAHSOFT TECHNOLOGY CORP 11493 SUNSET HILLS ROAD 1 SUITE 100 1 RESTON, VA 20190 PHONE (703) 871-8500 1 FAX (703) 871-8505 1 TOLL FREE (833) 544 -ZOOM WWW.CARAHSOFT.COM 1 ZOOMHELP@CARAHSOFT.COM zoom LINE NO. PART NO. 8 CPP -POINT -F-491 9 USF -FEE -491 DESCRIPTION QUOTE PRICE U.S. Public Sector CPP Points - 1 charge per point Webinar 1000 Annual Quantity: 1 Carahsoft Technology Corporation - CPP -POINT -F USF Tax Fee Estimate (The published $0.01 price is not the final price. The purchase price is based on a percent of the overall Zoom Phone rate) Zoom Video Communications, Inc. - USF -FEE YEAR 3 SUBTOTAL: 10 CPP -POINT -F-491 11 CPP -POINT -F-491 12 USF -FEE -491 YEAR 4 U.S. Public Sector CPP Points - 1 charge per point Zoom One Business Plus US/Canada Annual Quantity: 135 Carahsoft Technology Corporation - CPP -POINT -F U.S. Public Sector CPP Points - 1 charge per point Webinar 1000 Annual Quantity: 1 Carahsoft Technology Corporation - CPP -POINT -F USF Tax Fee Estimate (The published $0.01 price is not the final price. The purchase price is based on a percent of the overall Zoom Phone rate) Zoom Video Communications, Inc. - USF -FEE YEAR 4 SUBTOTAL: SUBTOTAL: QTY EXTENDED PRICE $0.99 COOP 3434.34 $3,400.00 $0.01 COOP 146711 $1,467.11 $37,267.11 $0.99 COOP 32727.2727 $32,400.00 $0.99 COOP 3434.34 $3,400.00 $0.01 COOP 146711 $1,467.11 $37,267.11 $149,068.44 TOTAL PRICE: $149,068.44 TOTAL QUOTE: Paid Period Start Date: October 31, 2023 Credit of $25,003.72 applied to total 4 year cost 4 year cost minus Credit = $124,064.72 (Final PO) Year 1 Software cost - $12,263.39 Licensee agrees that any order for public sector customers will be governed by the terms and conditions of the Zoom Terms of Service which are found at https://www.ca ra hsoft.com/appl ication/files/3115/7246/0744/Zoom_TOS_-_F i na I_10.19. pdf. The Privacy Policy has been updated and may be found here https://zoomgov.com/privacy. The Terms of Service for non public sector customers may be found here https://zoom.us/terms. Overage charges can be incurred for cloud recording and audio conferencing licenses. Policy and pricing information may be found here https://support.zoom.us/hc/en-us/articles/360060661511-Cloud-record i ng -storage -capacity https://zoom.us/zoomconference/rates Please note provisioning of Zoom licenses can take 4-7 business days CONFIDENTIAL PAGE 2 of 2 $149,068.44 QUOTE DATE: QUOTE NO: 10/03/2023 40042876 zoom Order Form Number: Q2209484 Valid Until: 10/31/2023 Billed To Customer: City of La Quinta Account Legal Name:CITY OF LA QUINTA Contact Name: Billy Turk 11493 Sunset Hills Road Reston, Virginia 20190, United States Email Address: billy.turk@carahsoft.com Phone: 5716623323 Auto Renew: No Initial Paid Subscription Term: 48 Month Paid Period Start Date: 10/27/2023 EXHIBIT B ITEM NO. 3 - CARAHSOFT ORDER FORM Presented by Carahsoft Reseller ZfG on behalf of Zoom Video Communications, Inc Zoom Video Communications Inc. ('Zoom') 55 Almaden Blvd, 6th Floor San Jose, CA Sold To Customer: City of La Quinta Account Legal Name:CITY OF LA QUINTA Contact Name: Reyna Camarena 78495 Calle Tampico La Quinta, California 92253, United States Email Address: rcamarena@laquintaca.gov Phone: (+1) 7607777046 Billing Method: Email Currency: USD Payment Term: Net 45 This Zoom Order Form and any other Order Forms that reference this Order Form are governed by the Zoom Terms of Service found at https://explore.zoom.us/en/terms/ (unless Customer and Zoom have entered a written governing Master Subscription Agreement, in which case such written agreement will govern). Carahsoft Reseller ZfG is authorized to present this quote on behalf of Zoom. SERVICE Zoom One Business Plus US/Canada Annual BILLING PERIOD Zoom Phone Monthly Usage - overage fee Zoom Phone Pay As You Go Webinar 1000 Annual Annual Month Month Annual UANTITY PRICE TOTAL 135 USD 240.00 USD 32,400.00 NA NA NA 1 USD 0.00 USD 0.00 1 USD 3,400.00 USD 3,400.00 (Before Taxes) Annual Payment: USD 35,800.00 Payment Schedule Summary (Before Taxes) First Payment: USD 35,800.00 Other Terms & Notes Special Notes: 'Whiteboard Named Host' means a user of Zoom Whiteboard, licensed hereunder. A Whiteboard Named Host license may not be shared or used by anyone other than the individual to whom the Whiteboard Named Host license is assigned. Customer may reassign licenses as needed within their account. A Whiteboard Named Host may be the owner of an unlimited number of concurrent whiteboard files, with the ability to edit all such files, subject to Customer's cloud storage capacity limits. Customer's acceptance of this order, including any amounts credited back to Customer as part of the pricing and discounting for this order, is permitted under applicable law. - Customer will receive a one-time credit in the amount of USD 25003.72. Such credit will be applied to the initial invoice(s) for this order. Other: Named Host - means any subscribed host who may host an unlimited number of meetings during the Term using the Service. Any meeting will have at least one Named Host. Unless Customer has purchased an extended capacity, the number of participants (participants do not require a subscription) will not exceed 200 per meeting. Named Host subscription may not be shared or used by anyone other than the individual to whom the Named Host subscription is assigned. Zoom One Business Plus: Zoom One Business Plus Named Host Plan includes 300 meeting capacity, unlimited whiteboards, Zoom Phone Pro, Translated Captions and Unlimited Regional Calling, Zoom Scheduler, and Workspace Reservation, Zoom Notes and Zoom Al Companion. Country or region availability for Zoom Phone is listed on Zoom's website and is subject to change (see https://explore.zoom.us/docs/en-us/zoomphone/global- coverage.html). Fees - The fees for the Services, if any, are described in the Order Form. The actual fees may also include overage amounts or per use charges for audio and/or cloud recording in addition to the fees in the Order, if such use is higher than the amounts described in the Order, and you agree to pay these amounts or charges if you incur them. Invoicing for Services begins on the first day that the service is available for use by the Customer and monthly thereafter for the duration Term, except for annual pre -pay option which is invoiced once in the first month of the annual term. Amendment orders will co -term with the existing subscription term end date. Invoices are pro -rated from paid period start date to base subscription end date. Purchase order, if any, issued in connection with this order should reference the above order form number. Commitments not utilized by the Customer during the month for which they are committed may not be carried forward into any subsequent month or term. All prices shown for Zoom and Zoom Phone services are exclusive of taxes. The term 'taxes' referred herein should encompass: US state and local taxes, VAT, GST, HST (or any other consumption taxes), Digital Service Taxes and Withholding Taxes that may apply upon making payments to Zoom. Regulatory telecommunications fees, such as USF or any similar foreign fee, will apply to Zoom Phone services and details of taxes and fees will be included in issued invoices. Professional Services, if purchased, will be presented in a separate Order Form. Zoom Phone Rates Zoom Phone Table Format: Country 1 Landline Rate 1 Mobile Rate 1 Enabled Status Y means Zoom Phone for country is Enabled upon provisioning N means Zoom Phone for country is Not Enabled upon provisioning Toll -Free Callout Country I Landline Rate 1 Mobile Rate 1 Enabled Status Country I Landline Rate I Mobile Rate I Enabled Status Not Applicable ANTIGUA AND BARBUDA 1 1.0218 $ 1 1.0486 $ 1 Y ARGENTINA 10.1156$10.5623$1Y AUSTRIA 1 0.0501 $ 1 0.23 $ I Y BULGARIA 1 0.1186 $ 1 0.8406 $ I Y BOLIVIA (PLURINATIONAL STATE OF) 1 0.5155 $ 1 0.8003 $ 1 Y BONAIRE, SINT EUSTATIUS AND SABA 1 0.7028 $ 1 0.7028 $ 1 Y BOTSWANA! 0.436 $ 1 0.9398 $ I Y COCOS (KEELING) ISLANDS 1 0.4552 $ 1 0 $1 Y CURAQAO 1 0.2813 $ 1 0.7028 $ 1Y CHRISTMAS ISLAND 1 0.4552 $10 $1 Y CYPRUS 1 0.0953 $ 1 0.2861 $ 1Y GERMANY 10.0353$10.1434$1Y DOMINICAN REPUBLIC 1 0.1716 $ 1 0.3824 $ 1Y ALGERIA 10.3773 $ 1 2.1167 $ 1Y ECUADOR 10.5392$10.7572$1Y WESTERN SAHARA' 0.5182$10$1Y SPAIN 10.0381 $10.1832$1Y FINLAND 10.8584$10.864$1Y GRENADA 11.0196 $ 11.2758 $ I Y GREECE 10.0911 $10.3357$1Y HONG KONG SARI 0.0863$10.1333$1Y INDONESIA 10.1486$10.2407$1¥ ISRAELI 0.0639$10.1161 $IY INDIA 10.0915$10.0837$1Y JORDAN 1 0.6552 $ 1 0.8567 $ 1Y KENYA 10.9342$10.7235$1Y CAYMAN ISLANDS' 0.7259 $ 1 0.4934 $ 1Y KAZAKHSTAN 1 0.3587 $ 1 0.6853 $ 1Y SAINT LUCIA 1 0.9581 $ 1 0.5276 $ 1Y MALAYSIA 10.1001 $10.0918$1Y NETHERLANDS 1 0.0913 $ 1 0.4453 $ 1Y NEW ZEALAND 1 0.0567 $ 1 0.2556 $ 1Y OMAN 10.5335$11.1352$1Y PANAMA 10.0485$10.994$1Y PHILIPPINES 1 0.5808 $ 1 0.7074 $ 1Y POLAND 10.137$10.3728$IY PORTUGAL 1 0.026 $ 1 0.1545 $ 1 Y REUNION 1 0.3569 $ 1 0.6072 $ 1Y ROMANIA 10.0812$10.2815$1Y RUSSIAN FEDERATION 1 0.1054 $ 1 0.8892 $ 1Y SINGAPORE 1 0.0329 $ 1 0.0335 $ 1Y SLOVENIA 10.1855$11.1228$1¥ UKRAINE 1 0.5868 $ 1 1.0755 $ 1Y URUGUAY 1 0.2285 $ 1 0.8432 $ 1Y HOLY SEE (VATICAN CITY) 1 0.0082 $ 1 0 $ 1Y VENEZUELA (BOLIVARIAN REPUBLIC OF) 1 0.0518 $ 1 0.2809 $ IY VIRGIN ISLANDS (U.S.) 1 0.9646 $ 1 1.5308 $ 1Y ASCENSION ISLAND 1 1.8943 $ 1 1.065 $ 1Y ANDORRA 10.1589$10.348$1Y UNITED ARAB EMIRATES 1 0.6535 $ 1 0.6535 $ 1Y AFGHANISTAN 1 0.3124 $ 1 0.3766 $ 1Y ANGUILLA 11.0442 $ 11.0442 $ 1Y ALBANIA 1 0.2534 $ 1 0.7026 $ 1Y ARMENIA 1 0.3098 $ 1 0.3455 $ 1Y NETHERLANDS ANTILLES 1 0.1956 $ 1 0.15 $ 1Y ANGOLA 1 0.6882 $ 1 0.5871 $1 Y AMERICAN SAMOA 1 0.3267 $ 1 0.3267 $ 1Y AUSTRALIA 1 0.0443 $ 1 0.182 $ 1Y ARUBA 10.1557$10.3294$1Y AZERBAIJAN 1 0.434 $ 1 0.5256 $ 1Y BOSNIA AND HERZEGOVINA 1 0.6177 $ 1 1.313 $ 1 Y BARBADOS 1 0.972 $ 1 1.0238 $ 1Y BANGLADESH 1 0.1703 $ 1 0.1697 $ 1Y BELGIUM 10.308$10.5272$1Y BURKINA FASO' 0.5944 $ 1 0.6532 $ 1Y BAHRAIN 10.4356$10.5154$1Y BURUNDI 10.788$10.8907$1¥ BENIN 10.602$10.5223$1Y BERMUDA 10.3216$10.3216$1Y BRUNEI DARUSSALAM 1 0.1424 $ 1 0.0558 $ 1Y BRAZIL 1 0.0524 $ 1 0.2582 $ 1Y BAHAMAS 1 0.6278 $ 1 0.6278 $ 1Y BHUTAN 10.1257$10.1025$1Y BELARUS 1 0.6629 $ 1 0.6641 $ 1Y BELIZE 11.533$11.533$1Y CANADA 1 0.0355 $ 1 0.0355 $ 1Y CONGO, DEMOCRATIC REPUBLIC OF THE 1 0.867 $ 1 0.7109 $ �Y CENTRAL AFRICAN REPUBLIC 1 1.0972 $ 1 0.8121 $ 1Y COTE D'IVOIRE 1 0.67 $1 0.7129 $ 1Y COOK ISLANDS 1 1.5994 $ 1 1.3205 $ 1Y CHILE' 0.1132$10.5309$IY CAMEROON 10.4107$10.5179$1Y CHINA 10.0395$10.0395$1Y COLOMBIA 10.117$10.1003$1Y COSTA RICA 10.1231 $10.3139$1Y CABO VERDE 1 0.5317 $1 0.3612 $ 1Y CZECHIA 10.113 $ 10.2348 $ I Y DJIBOUTI 10.7215$10.5718$1¥ DENMARK 1 0.0327 $1 0.1404 $ I Y DOMINICA 11.0227$10.7727$1Y ESTONIA 1 2.1381 $ 1 2.0891 $ I Y EGYPT 1 0.4326 $ 1 0.6226 $ I Y ERITREA 1 0.7029 $ 1 0.4078 $ I Y ETHIOPIA 10.4027 $ 1 0.3803 $ 1 Y FIJI 11.5038$10.7631 $ I Y FALKLAND ISLANDS (MALVINAS) 11.9702 $ 1 1.9702 $ 1 Y MICRONESIA (FEDERATED STATES OF) 10.8686 $ 1 0.8308 $ Y FAROE ISLANDS 1 0.1524 $ 1 0.0288 $ 1Y FRANCE 10.0329$10.126$1Y GABON 1 0.6246 $ 1 0.6921 $ Y UNITED KINGDOM 1 0.0233 $ 1 0.0682 $ 1Y GEORGIA 1 0.8426 $ 1 1.1833 $ 1Y FRENCH GUIANA 10.2043 $ 1 0.1204 $ I Y GUERNSEY 10.0233$10.0682$1Y GHANA 11.1366 $ 11.1366 $1Y GIBRALTAR 1 0.2334 $ 1 0.9396 $ I Y GREENLAND 11.125$10.3228$IY GAMBIA 10.6642$10.801 $ I Y GUINEA 11.1618$10.9137$IY GUADELOUPE 1 0.0265 $ 1 0.1017 $ I Y EQUATORIAL GUINEA 12.7398 $ 1 2.7398 $ 1 Y GUATEMALA 1 0.625 $ 1 0.7812 $ I Y GUAM 1 0.0409 $ 1 0.0409 $ 1 Y GUINEA-BISSAU 1 0.8951 $ 1 0.9941 $ I Y GUYANA 1 0.333 $ 1 0.3282 $ 1 Y HONDURAS 1 0.1846 $ 1 0.2305 $ 1Y CROATIA 10.458 $ 1 1.251 $ I Y HAITI 1 0.3532 $ 1 0.4437 $ I Y HUNGARY 1 0.1209 $1 0.2156 $ I Y IRELAND 10.0256$10.1784$1Y ISLE OF MAN 1 0.0233 $1 0.0682 $ I Y IRAQ 1 0.2409 $ 1 0.2955 $ 1 Y ICELAND 10.2305$10.1054$1Y ITALY 1 0.0338 $1 0.2172 $ I Y JERSEY 10.0233$10.0682$1Y JAMAICA 1 1.0442 $ 1 1.0442 $ 1 Y JAPAN 10.0601$10.137$1Y KYRGYZSTAN 1 0.2141 $ 1 0.3367 $ I Y CAMBODIA 1 0.3497 $ 1 0.3497 $ 1 Y KIRIBATI 1 1.9284 $ 1 2.1749 $ I Y COMOROS 10.6617$10.7148$1Y SAINT KITTS AND NEVIS 1 0.9292 $ 1 0.9292 $ I Y KOREA, REPUBLIC OF 1 0.1029 $ 1 0.1029 $ 1 Y KUWAITI 0.3625 $1 0.3625 $ I Y LAO PEOPLE'S DEMOCRATIC REPUBLIC 1 0.2884 $ 1 0.1503 $ Y LEBANON 10.1964$10.2401 $ I Y LIECHTENSTEIN 1 0.4236 $ 1 0.213 $ 1 Y SRI LANKA 10.6953 $ 1 0.6953 $ I Y LIBERIAI0.7744$10.7668$1Y LESOTHO 1 0.7845 $ 1 1.153 $ 1 Y LITHUANIA 1 1.8394 $ 1 1.479 $ I Y LUXEMBOURG 1 0.3562 $ 1 0.3832 $ I Y LATVIA 12.1202$12.4842$1¥ LIBYA 1 0.6169 $ 1 0.4497 $ 1 ¥ MOROCCO 10.5183$12.132$1Y MONACO 10.8023$12.1247$1Y MOLDOVA, REPUBLIC OF 1 0.4672 $ 1 0.4992 $ I Y MONTENEGRO 1 0.3536 $ 1 0.8558 $ I Y MADAGASCAR 1 1.0043 $ 1 1.0901 $ I Y MARSHALL ISLANDS 1 0.4046 $ 1 0.4046 $ 1Y NORTH MACEDONIA 1 0.6601 $ 1 1.5052 $ I Y MALI 1 0.5561 $ 1 0.6258 $ I Y MYANMAR10.2574$10.355$1Y MONGOLIA 1 0.0699 $ 1 0.05 $ I Y MACAU SAR 1 0.4726 $ 1 0.4726 $ 1 Y NORTHERN MARIANA ISLANDS 1 0.0343 $ 1 0.0343 $ I Y MARTINIQUE 1 0.0465 $ 1 0.1033 $ 1 Y MAURITANIA 1 0.8688 $ 1 1.0065 $ I Y MONTSERRAT 1 1.2006 $ 1 1.2006 $ I Y MALTA 10.3331 $10.6612 $1Y MAURITIUS 1 0.717 $ 1 0.6363 $ I Y MALDIVES 1 5.702 $ 1 5.702 $ I Y MALAWI 1 0.7964 $ 1 0.677 $ I Y MEXICO 1 0.0501 $ 1 0.1711 $ Y MOZAMBIQUE 1 0.2722 $ 1 0.4588 $ 1 Y NAMIBIA 10.2139$10.1839$1Y NIGER 10.7102$10.5895$1Y NORFOLK ISLAND 1 2.1209 $ 1 1.065 $ 1Y NIGERIA 10.6428$10.6428$1¥ NICARAGUA 1 0.1902 $ 1 0.3507 $ 1Y NORWAY 10.0338$10.1522$1Y NEPALI 0.5329 $ 1 0.5329 $ 1Y NAURU 1 1.8562 $1 2.026 $ 1Y NIUE 1 1.7966 $1 1.3181 $ IY PERU 10.0487$10.1476$1Y FRENCH POLYNESIA 1 0.411 $ 1 0.5337 $ 1Y PAPUA NEW GUINEA 10.9428 $ 1 1.3329 $ 1Y PAKISTAN 1 0.5737 $ 1 0.5737 $ 1 Y SAINT PIERRE AND MIQUELON 1 0.5816 $ 1 0.5816 $ 1Y PUERTO RICO 1 0.0242 $ 1 0.0242 $ 1Y PALESTINE, STATE OF 1 0.2667 $ 1 0.3118 $ 1Y PALAU 1 0.4532 $ 1 0.4417 $ 1 Y PARAGUAY 1 0.1531 $ 1 0.2971 $ 1Y QATAR 10.8432 $ 1 0.8784 $ 1Y SERBIA 10.2929$10.4437$1Y RWANDA I1.103$11.2498$IY SAUDI ARABIA 1 0.3749 $ 1 0.5608 $ 1Y SOLOMON ISLANDS 1 0.975 $ 1 1.9255 $ 1Y SEYCHELLES 1 1.1088 $ 1 1.0784 $ 1Y SWEDEN 10.0234$10.0956$1Y SAINT HELENA, ASCENSION AND TRISTAN DA CUNHA 1 2.4267$12.3385$1¥ SLOVAKIA 1 0.0701 $ 1 0.4768 $ 1Y SIERRA LEONE 1 0.8439 $ 1 0.7772 $ 1Y SAN MARINO 1 0.8929 $ 1 0.3148 $ 1Y SENEGAL 1 0.7273 $ 1 0.8951 $1 Y SOMALIA 1 0.7888 $ 1 0.7763 $ 1Y SURINAME10.1996$10.4533$1¥ SOUTH SUDAN 10.6542$10.7173$1Y SAO TOME AND PRINCIPE 1 1.5976 $ 1 1.574 $ 1Y EL SALVADOR 1 0.8294 $ 1 0.6228 $ 1Y SINT MAARTEN (DUTCH PART) 1 0.4137 $ 1 0.4678 $ 1Y ESWATINI 1 0.2293 $ 1 0.2666 $ 1Y TURKS AND CAICOS ISLANDS 1 1.411 $ 1 1.6546 $ 1Y CHAD 10.83$10.8565$1Y FRENCH SOUTHERN TERRITORIES 1 0.023 $ 1 0.1601 $ 1Y TOGO 1 0.5079 $ 1 0.4711 $1 Y THAILAND 1 0.1271 $ 1 0.1271 $1 Y TAJIKISTAN 1 0.2603 $ 1 0.2817 $ 1Y TOKELAU 1 0.975 $ 1 2.4545 $ 1 Y TIMOR-LESTE 1 0.975 $ 1 0.9269 $ 1Y TURKMENISTAN 1 0.435 $ 1 0.435 $ 1Y TUNISIA 11.2254$11.2586$1Y TONGA 11.4663 $ 11.513 $ I Y TURKEY 1 0.2271 $ 1 0.5803 $ 1Y TRINIDAD AND TOBAGO 1 0.5075 $ 1 0.6433 $ 1Y TAIWAN, CHINA 1 0.0741 $ 1 0.4129 $ 1Y TANZANIA, UNITED REPUBLIC OF 1 1.6103 $ 1 1.6103 $ 1Y UGANDA 1 1.6086 $ 1 1.6086 $ 1Y UNITED STATES MINOR OUTLYING ISLANDS 1 0.0343 $ 1 0.0343$1Y UNITED STATES OF AMERICA 1 0.0318 $ 1 0.0318 $ 1Y UZBEKISTAN 1 0.3047 $ 1 0.3047 $ 1Y SAINT VINCENT AND THE GRENADINES 1 0.9717 $ 1 0.5279 $ 1 Y VIRGIN ISLANDS (BRITISH) 1 0.4557 $ 1 0.4557 $ 1Y VIET NAM 1 0.3142 $1 0.3142 $ 1Y VANUATU 11.326$11.4891$IY WALLIS AND FUTUNA 1 0.975 $ 1 0.975 $ 1Y SAMOA 1 0.3329 $ 1 0.9589 $ 1Y YEMEN 10.2885$10.2296$1¥ MAYOTTE 1 0.2471 $ 1 0.4199 $ 1Y SOUTH AFRICA 1 0.3844 $ 1 0.6876 $ 1Y ZAMBIA 10.747$10.7075$1Y ZIMBABWE 10.3413$10.6389$1Y Accepted and agreed as of the date specified below by the authorized representative of Customer End Customer Signature: Print Name: Jon McMil ity Manager, City of La Quinta Date: October 19, 2023 Acknowledge and agreed as of the date specified below by the authorized representative of Partner Partner Signature: �� 5'y Print Name: Kristina Smith Date: 10/20/2023 Zoom Service Effective Date: 10/27/2023 End Customer PO # (If Applicable): Partner PO # (If Applicable): End Customer VAT # (If Applicable): The Services will be activated within 48 hours of order signature or Zoom Service Effective Date, whichever is later. Zoom reserves the right at its sole discretion to accept Order Forms received after the Valid Until date. If a PO# is required for processing the invoice related to this order, please provide a PO with this order. If issuance of PO is delayed, please provide a PO within 5 days of the service effective date via email to purchase-orders@zoomus.zendesk.com. Notwithstanding the foregoing, the period for payment shall commence as of the applicable invoice date. Such payment period shall not restart based on any delays in issuing a Purchase Order or any procurement process. Zoom Phone services provided by Zoom Voice Communications, Inc. Rates, terms and conditions for Zoom Phone services are set by Zoom Voice Communications, Inc. Exhibit C Schedule of Performance Contracting Party shall complete all services identified in the Scope of Services, Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto and incorporated herein by this reference. Exhibit C Page 1 of 1 Exhibit D Special Requirements None Exhibit D Page 1 of 1 Exhibit E Insurance Requirements E.1 Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A -VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Must include the following endorsements: General Liability Additional Insured General Liability Primary and Non-contributory Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) Must include the following endorsements: Workers Compensation with Waiver of Subrogation Workers Compensation Declaration of Sole Proprietor if applicable Cyber Liability $1,000,000 (per occurrence) $2,000,000 (general aggregate) Contracting Party shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Contracting Party's acts or omissions rising out of or related to Contracting Party's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contracting Party's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. An endorsement evidencing the foregoing and naming the City and its officers and employees as additional insured (on the Commercial General Liability policy only) must be submitted concurrently with the execution of this Agreement and approved by City prior to commencement of the services hereunder. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contracting Party and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. Exhibit E Page 1 of 6 The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Contracting Party shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. Contracting Party shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. c. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep - linking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services. If coverage is maintained on a claims -made basis, Contracting Party shall maintain such coverage for an additional period of three (3) years following termination of the contract. Contracting Party shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased. In the event any of said policies of insurance are cancelled, Contracting Party shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Contracting Party's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. E.2 Remedies. In addition to any other remedies City may have if Contracting Party fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: Exhibit E Page 2 of 6 a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Contracting Party to stop work under this Agreement and/or withhold any payment(s) which become due to Contracting Party hereunder until Contracting Party demonstrates compliance with the requirements hereof. c. Terminate this Agreement. Exercise any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Contracting Party's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contracting Party may be held responsible for payments of damages to persons or property resulting from Contracting Party's or its subcontractors' performance of work under this Agreement. E.3 General Conditions Pertaining to Provisions of Insurance Coverage by Contracting Party. Contracting Party and City agree to the following with respect to insurance provided by Contracting Party: 1. Contracting Party agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contracting Party and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contracting Party shall not Exhibit E Page 3 of 6 make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all the coverages required and an additional insured endorsement to Contracting Party's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contracting Party or deducted from sums due Contracting Party, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contracting Party or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to City. 9. Contracting Party agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Contracting Party, provide the same minimum insurance coverage required of Contracting Party. Contracting Party agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contracting Party agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Contracting Party agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Contracting Party's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contracting Party, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Contracting Party ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contracting Party, the City will negotiate additional compensation proportional to the increased benefit to City. Exhibit E Page 4 of 6 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Contracting Party acknowledges and agrees that any actual or alleged failure on the part of City to inform Contracting Party of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 14. Contracting Party will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Contracting Party shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance and an additional insured endorsement is required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Contracting Party under this agreement. Contracting Party expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 17. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Exhibit supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 20. Contracting Party agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contracting Party for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these Exhibit E Page 5 of 6 requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Contracting Party agrees to provide immediate notice to City of any claim or loss against Contracting Party arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Exhibit E Page 6 of 6 Exhibit F Indemnification F.1 Indemnity for the Benefit of City. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Contracting Party's Services, to the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officials, employees, and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contracting Party shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contracting Party or by any individual or entity for which Contracting Party is legally liable, including but not limited to officers, agents, employees, or subcontractors of Contracting Party. c. Indemnity Provisions for Contracts Related to Construction (Limitation on Indemnity). Without affecting the rights of City under any provision of this agreement, Contracting Party shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the Exhibit F Page 1 of 2 liability involved, the obligation of Contracting Party will be for that entire portion or percentage of liability not attributable to the active negligence of City. d. Indemnification Provision for Design Professionals. 1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a) hereinabove, the following indemnification provision shall apply to a Contracting Party who constitutes a "design professional" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. When the law establishes a professional standard of care for Contracting Party's Services, to the fullest extent permitted by law, Contracting Party shall indemnify and hold harmless City and any and all of its officials, employees, and agents ("Indemnified Parties") from and against any and all losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), costs and expenses, including, without limitation, incidental and consequential damages, court costs, reimbursement of attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party. 3. Design Professional Defined. As used in this Section F.1(d), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Exhibit F, as applicable to the Contracting Party, from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contracting Party in the performance of this Agreement. In the event Contracting Party fails to obtain such indemnity obligations from others as required herein, Contracting Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth in this Agreement are binding on the successors, assigns or heirs of Contracting Party and shall survive the termination of this Agreement. Exhibit F Page 2 of 2 CITY OF LA QUINTA 78-495 Calle Tampico La Quinta, CA 92253 PH: (760) 777-7057 ISSUED TO: CARAHSOFT TECHNOLOGY CORPORATION 11493 SUNSET HILLLS RD RESTON, VA 20190 - PO Number: 2324-0138 Requisition #: REQ -1463 PURCHASE ORDER Date: 10/26/2023 Vendor #: 10058 SHIP TO: City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 ITEM UNITS DESCRIPTION PROJECTACCT# GLACCT# PRICE AMOUNT 1 0 YEAR 3- ZOOM PHONES REFERENCE CARAHSOFT QUOTE - Q2209484 2 0 YEAR 4- ZOOM PHONES 3 0 IMPLEMENTATION COST REFERENCE CARAHSOFT QUOTE - Q2209484 4 0 YEAR 1 - ZOOM PHONES REFERENCE CARAHSOFT QUOTE - Q2209484 5 0 YEAR 2- ZOOM PHONES REFERENCE CARAHSOFT QUOTE - Q2209484 502-0000-60301 502-0000-60301 502-0000-71049 502-0000-60301 502-0000-60301 0.00 37,267.11 0.00 37,267.11 0.00 6,600.00 0.00 12,263.39 0.00 37,267.11 Authorized by: SUBTOTAL: TOTAL TAX: SHIPPING: TOTAL 130,664.72 0.00 0.00 130,664.72 1. Original invoice must be sent to: City of La Quinta, Finance Department, 78-495 Calle Tampico, La Quinta, CA 92253. 2. Payment may be expected within 30 days of receipt of goods, unless otherwise stated. 3. C.O.D. shipment will not be accepted. 4. Purchase Order numbers must appear on all shipping containers, packing slips and invoices. Failure to comply with the above request may delay payment. 5. All goods are to be shipped F.O.B. Destination unless otherwise stated. 6. All materials and services are subject to approval based on the description on the face of the purchase order or appendages thereof. Substitutions are not permitted without approval of the Requesting Department. Material not approved will be returned at no cost to the City. 7. All goods and equipment must meet or exceed all necessary city, state and federal standards and regulations. 8. Vendor or manufacturer bears risk of loss or damage until property received and/or installed. 9. Seller acknowledges that the buyer is an equal opportunity employer. Seller will comply with all equal opportunity laws and regulations that are applicable to it as a supplier of the buyer. 10. The City is exempt from all federal excise and state tax — ID# 95-3740431 Finance Department: (760) 777-7057 BUSINESS SESSION ITEM NO. 2 City of La Quinta CITY COUNCIL MEETING: October 17, 2023 STAFF REPORT : APPROVE AGREEMENT FOR CONTRACT SERVICES WITH CARAHSOFT TECHNOLOGY CORPORATION FOR THE PURCHASE AND IMPLEMENTATION OF ZOOM CLOUD PHONE SYSTEM AND RELATED SOFTWARE RECOMMENDATION Approve Agreement for Contract Services with Carahsoft Technology Corporation for the purchase and implementation of Zoom Cloud Phone System and related software for a total not to exceed amount of $164,454 for a four-year term; and authorize the City Manager to execute the agreement. EXECUTIVE auivnviHrcY • The City's existing Mitel phone system (Mitel) has become a legacy system that does not provide a user-friendly experience for residents or staff based on feedback, including critical items such as dropped calls, hardware issues and backend phone software management issues. • As the existing phone system's contract is coming to an end, staff has researched a solution that will address limited telephone system functionality by upgrading to a State approved vendor through the National Association of State Procurement Officials (NASPO)'s Government purchasing program. • After extensive review of phone systems and service providers, the City recommends Zoom Cloud Phone System (Zoom) through Carahsoft Technology Corporation (Carahsoft). FISCAL IMPACT The not to exceed amount is $164,454 over the life of the contract (a four-year term) starting from date of full execution. The initial implementation cost is $6,600. Zoom is providing a one-time promotional signing credit of $25,003 for year one of the Software costs. Annual cost of the software is estimated to be $35,800. As the existing hardware will not be compatible with this new phone system, a contingency budget of $27,125 is budgeted to address new equipment and miscellaneous contract needs during the life of this contract. 119 A breakdown of costs and the expenditure schedule is as follows: Contract Services Agreement One -Time Fees Annually Recurring Fees Contingency Budget Zoom Phone Implementation $6,600 N/A N/A 135 Licenses - Zoom One Business Plus (300 Meeting Capacity, Unlimited Whiteboard, Zoom Phone Pro, Zoom Al Companion, misc.) N/A $32,400 N/A Promotional Credit for Software Year One (-$25,003) N/A N/A Webinar 1000 Annual N/A $3,400 N/A Contingency Budget (Equipment and Miscellaneous Contract Needs) N/A N/A $27,125 Estimated Annual Contract Costs Year One Total $20,530 Year Two Total $38,933 Year Three Total $38,933 Year Four Total $38,933 Contingency $27,125 Contract Total $164,454 Estimated Budget Expenditure Schedule Fiscal Year Account No. Expenditure FY 2023/2024 FY 2024/2025 FY 2025/2026 FY 2026/2027 FY 2023 - 2027 Total 502-0000-60301 (Software Licenses) $13,930 502-0000-71049 (Implementation) $6,600 502-0000-60301 $38,933 502-0000-60301 $38,933 502-0000-60301 $38,933 502-0000-80100 (Equipment) $27,125 $164,454 120 BACKGROUND/ANALYSIS In 2018, the City conducted a Request for Proposals (RFP) and implemented the Mitel phone system and voicemail platform by Intelesys. This system works through Voice over Internet Protocol (VoIP) and serves all City facilities with physical desk phones. The existing Mitel phone system has reached a point in its lifecycle where license expansion is becoming too costly, there is limited telework functionality, hardware support is no longer available, and the system has reached the end of support by Intelesys. To address these limitations, identify a solution to the aforementioned issues described by residents and staff, and ensure a robust and secure communication platform moving forward, staff conducted research of phone systems that will provide a more stable environment. After review and discussion, staff recommends a four-year agreement to switch the City's phone system to Zoom Cloud Phone System. A one-time credit will apply in year one of the agreement in the amount of $25,003 (Attachment 1). Carahsoft, a reseller of Zoom, is an approved vendor through the Government purchasing program, NASPO (Attachment 2), and will allow the City to bundle the proposed Zoom phone system with the City's existing annual Zoom meetings and webinar subscription. This cloud phone system will accommodate growth, enhanced remote access, eliminate the need for physical hardware through softphone integration with all computer workstations, and provide stability during times of critical need by having a redundancy policy in place that allows seamless transition between the internet and cellular signal to maintain phone system connectivity. Implementation of the phone system during year one will cost $6,600, and result in installation of Zoom Softphones on all workstations, allowing staff to remain mobile in the event of meetings, conferences, remote work, and handoffs to other staff. Hardware needs will be assessed during this implementation process, with proposed desk phones, where necessary, to be purchased and setup for critical areas such as the City's concierge desk. The City will be the first amongst the Coachella Valley cities to implement Zoom Cloud Phone System, with nearby agencies of City of Perris and County of Imperial also currently working to implement Zoom Cloud Phone Systems. An annual cost comparison of the City's current Mitel phone system and Zoom Cloud Phone System shows an annual cost savings of $1,201 for the new phone service. Mitel (Existing) $33,601 Zoom (Proposed) $32,400 Cost Savings Annually $1,201 Also, the City will achieve additional economies of scale, as implementing the Zoom Cloud phone system will allow the City to bundle its existing contract with Zoom for virtual meetings and webinars software, at current costs of $899/month, for an annual total of $10,788, and no longer incur this annual expense as these services are included in the proposed agreement. 121 Further, the functionality of Zoom's Cloud Phone System is superior to the City's existing Mitel phone system: Zoom Mitel ✓ Internet and Cellular Data Redundancy/Transition x At the mercy of phone outages as seen during Tropical Storm Hilary and other Phone Provider Outages ✓ Softphone Functionality x Hardware Limited, Softphone Software Tested and Not Sufficient ✓ Chat Function, Document Function, Whiteboard Collaboration x None of these features ✓ Video Meeting Function x Not Available The City will retain the existing Webinar 1000 service for all Council and Commission Meetings as part of this contract. ALTERNATIVES Council may elect to not pursue this contract, and direct Staff to return with alternative opportunities. Prepared by: Approved by: Attachments: Doug Kinley, Management Analyst Gilbert Villalpando, Director 1. Zoom Cloud Phone System Contract Services Agreement 2. State of California Participating Addendum No. 7-17-70-40-05: Utah NASPO ValuePoint Master Agreement No. AR2472 122