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2233 PBA 19/20-21 Ring Central Inc piggyback contract
TO: City Clerk/Mayor RE: PBA 19/20-21 Telephone and Communication Data Systems and Solutions Ring Central Inc/ TIPS Contract No. RFP 180304 -(Piggyback Contract) The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order F-1 Mayor's signature ❑ Final Plat (original mylars) F-1 Recording F-1 Letter of Credit E] Rendering F] Maintenance Bond M Safe keeping (VaulO-N F-1 Ordinance F-1 Deputy City Manager F-1 Performance Bond ❑ Payment Bond Fj Resolution E] City Manager Signature El ❑ City Clerk Attest/Signature Fj City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department F-1 Return copies 1-1 Special Instructions: Pijzgyback contract with the The Interlocal Purchasing Systems (TIPS) and RingCentral Inc., Mo -4- y -L Ord4-��' From TADept_fbrms\City Clerk Transmittal Memo - 2009.doc hate DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9l3 RingCentral, Inc./The Interlocal Purchasing System (TIPS) Piggyback Contract (PBA 19/20- 21) (Telephone and Communications Data Systems and Solutions) The City of Sanford ("City") enters this "Piggyback" Contract with RingCentral, Inc., a Delaware corporation, with its primary office at 20 Davis Drive, Belmont, California 94002, ("RingCentral" and hereinafter referred to as the "Vendor"), under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract under The Interlocal Purchasing System (TIPS) (RFP 180304) with the Lead Agency being Region 8 Education Service Center, Pittsburg, Texas (Agreement 180304), in order for the Vendor to provide all goods and services relating to the procurement of telephone and communications data systems and solutions (said original contract being referred to as the "original government contract"). (2). The original government contract documents are incorporated herein by reference and is attached as Exhibit "A" to this Contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Vendor in accordance with City policies and procedures for particular goods and services with pricing governed by the modified "Initial Order Form - Office Services" attached as Exhibit "B" to this contract. 1 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B (3). Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract, as applied to this Contract between the Vendor and the City, as follows: (a). Time Period ("Term") of this Contract: (state N/A if this is not applicable). Customer may order the Services set forth in the relevant Attachments, attached hereto, by executing an order form in the format provided the Vendor. The City must submit the order form to the Vendor either in writing or electronically via the administrative portal. The order form will identify the services requested by the City together with: (i) the price for each service; (ii) scheduled start date; (iii) and products leased, licensed or sold to the City, if any. An order form will become binding when it is executed by the City and accepted by the Vendor. The Vendor may accept an order form by commencing performance of the requested services. The Services will begin on the start date, as identified in the applicable order form or on the day services are ordered via the administrative portal. The City may purchase additional services, software, and equipment via the administrative portal or by executing additional order forms. The term of this Contract will commence on the Effective Date and continue until the last order form is terminated or expires, unless terminated earlier in accordance with its terms. The services term will begin on the start date of the initial order form and continue for the initial term set forth in the initial order form ("initial term"). Upon expiration of the initial term, any renewal term shall only be valid and enforceable when the Vendor receives written confirmation by purchase order or an executed agreement issued by the City no less than 45 days prior to such expiration 2 DocuSign Envelope ID: 6A3E734D-F21 E-482F-l3F3A-49344C334E9B for any renewal period (each such occurrence a "renewal term"). The term of any recurring services added to the City's account after the initial order form is executed will start on the start date in the applicable order form, will run coterminous with the then -current term of any preexisting services unless otherwise extended in the applicable order form, and will be invoiced on the same billing cycles as the preexisting services. (b). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Ms. Marisol Ordofiez, Purchasing Manager, Finance -Purchasing Division, City of Sanford, Post Office Box 1788, Sanford, Florida 32772, telephone number 407.688.5028, and whose e-mail address is Marisol.Ordonez@Sanfordfl.gov. (c). Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. (d). Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non-binding 3 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (e). All the goods and services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. (f) • (I). IF THE CONTRACTORIVENDOR HAS QUESTIONS STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE HOUCHIN, CITY CLERK,, MMC, ECRM, CITY OF SANFORD, CITY HALL, lyr r (II). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Vendor must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. 4 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Vendor upon termination of this Contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (111). If the Vendor does not comply with a public records request, the City shall enforce the provisions of this Contract in accordance with this Contract. (IV). Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. (g). All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. 5 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9l3 Entered this day of June, 2020. Attest: rDocuSigned by: Authorized Signatory By Delegation Printed Name: marc Lambert Title: Regional vice President, Attest: RingCentral, Inc., a Delaware corporation. By: P—DocuSigned by: 6LW av'jaw, Authorized Sig Tl' gation Printed Name: i Yrsoene majorrftrLpunts vice President of sales Date: 6/19/2020 City Of Sanford \h6 e I qAWA" i W M fokq By: Traci Houchin, City Clerk, IVMC, FORM Art W, Approved as to form and legal sufficiency ity 2 I -Z 0 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Exhibit "A" [Attach original government contract] DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B Between RingCentral, Inc. and THE INTERLOCAL PURCHASING SYSTEM (TIPS) For RFP 180304 Telephone and Communications Data Systems and Solutions General Information The Vendor Agreement ("Agreement") made and entered into by and between The Interlocal Purchasing System (hereinafter referred to as "TIPS" respectfully) a government cooperative purchasing program authorized by the Region 8 Education Service Center, having its principal place of business at 4845 US Hwy 271 North, Pittsburg, Texas 75686. This Agreement consists of the provisions set forth below, including provisions of all Attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any Attachment, the provisions set forth shall control. The vendor Agreement shall include and incorporate by reference this Agreement, the terms and conditions, special terms and conditions, any agreed upon amendments, as well as all of the sections of the solicitation as posted, including any addenda and the awarded vendor's proposal. Once signed, if an awarded vendor's proposal varies or is unclear in any way from the TIPS Agreement, TIPS, at its sole discretion, will decide which provision will prevail. Other documents to be included are the awarded vendor's proposals, task orders, purchase orders and any adjustments which have been issued. If deviations are submitted to TIPS by the proposing vendor as provided by and within the solicitation process, this Agreement may be amended to incorporate any agreed deviations. The following pages will constitute the Agreement between the successful vendors(s) and TIPS. Bidders shall state, in a separate writing, and include with their proposal response, any required exceptions or deviations from these terms, conditions, and specifications. If agreed to by TIPS, they will be incorporated into the final Agreement. A Purchase Order, Agreement or Contract is the TIPS Member's approval providing the authority to proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed to between the vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business goals are some of the addendums possible. TIPS VENDOR AGREEMENT — RP Modified for RingCentra106212018 Ver.10192017.rp Page 1 of 13 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B Freight All quotes to members shall provide a line item for cost for freight or shipping regardless if there is a charge or not. If no charge for freight or shipping, indicate by stating "No Charge" or "$0" or other similar indication. Otherwise, all shipping, freight or delivery changes shall be passed through to the TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing. Vendor shall be legally permitted to sell, or an authorized dealer, distributor or manufacturer for all products offered for sale to TIPS Members. All equipment proposed shall be new unless clearly stated in writing. Customer Support The Vendor shall provide timely and accurate customer support to TIPS Members. Vendors shall respond to such requests within one (1) working day after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless training is a line item sold or packaged and must be purchased with product.) Agreements All Agreements and agreements between Vendors and TIPS Members shall strictly adhere to the statutes that are set forth in the Uniform Commercial Code as most recently revised. Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by authorized agents of the participating government entities. Davis Bacon Act requirements will be met when Federal Funds are used for construction and/or repair of buildings. Tax exempt status A taxable item sold, leased, rented to, stored, used, or consumed by any of the following governmental entities is exempted from the taxes imposed by this chapter:(1) the United States; (2) an unincorporated instrumentality of the United States; (3) a corporation that is an agency or instrumentality of the United States and is wholly owned by the United States or by another corporation wholly owned by the United States;(4) the State of Texas; (5) a Texas county, city, special district, or other political subdivision; or (6) a state, or a governmental unit of a state that borders Texas, but only to the extent that the other state or governmental unit exempts or does not impose a tax on similar sales of items to this state or a political subdivision of this state. Texas Tax Code § 151.309. Most TIPS Members are tax exempt and the related laws of the jurisdiction of the TIPS Member shall apply. TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver. 10 192017.rp Page 2 of 13 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Assignments of Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment can only be made to the awarded Vendor or vendor assigned company except that, RingCentral may assign the Agreement and all of Vendor's rights and obligations thereunder without the prior approval of TIPS (a) to an affiliate of Vendor; (b) to the Vendor's successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connection with the provision of services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of Vendor's voting control or assets. This Agreement will bind and inure to the benefit of the Parties, and their permitted assigns and successors. Disclosures 1. Vendor affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement. 2. Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with Members in the TIPS program. 3. The vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Renewal of Agreements The Agreement with TIPS is for three (3) years with an option for renewal for an additional one (1) consecutive year. Total term of Agreement can be up to the number of years provided in the solicitation, if sales are reported through the Agreement and both parties agree. The scheduled Agreement termination date shall be the last date of the month of the last month of the agreement's legal effect. Example: If the agreement is scheduled for to end on May 23, the anniversary date of the award, it would actually be extended to May 31 in the last month of the last year the contract is active. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement, may incorporate an automatic renewal clause with which the TIPS Member must comply. All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order or executed Agreement issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver. 10 192017.rp Page 3 of 13 DocuSlgn Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable. Shipments The Vendor shall ship ordered products within a commercially reasonable time after the receipt of the order. If a product cannot be shipped within that time, the Vendor shall notify TIPS and the requesting entity as to why the product has not shipped and shall provide an estimated shipping date, if applicable. TIPS or the requesting entity may cancel the order if estimated shipping time is not acceptable. Invoices The awarded vendor shall submit invoices or payment requests to the TIPS Member participating entity clearly stating "Per TIPS Agreement # xxxxxxx. Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying designation as provided in the order by the TIPS Member. If applicable, the shipment tracking number or pertinent information for verification of TIPS Member receipt shall be made available upon request. The Vendor or vendor assigned dealer shall not invoice for partial shipments unless agreed to in writing in advance by TIPS and the TIPS Member. Payments The TIPS Member will make payments directly to the Vendor or vendor assigned dealer at net 30 days after receiving invoice or in compliance with applicable statute, whichever is the lessor time or as otherwise provided by an agreement of the parties. Pricing The Vendor agrees to provide pricing to TIPS and its participating governmental entities that is at least equal to the lowest pricing available to like cooperative purchasing customers and the pricing shall remain so throughout the duration of the Agreement. Price increases will be honored according to the terms of the solicitation. However, the Vendor shall honor previous prices for thirty (30) days after written notification to TIPS of an increase. All pricing submitted to TIPS shall include the participation fee, as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice presented to customer. Failure to render the participation fee to TIPS shall constitute a breach of this agreement and shall be grounds for termination of this agreement and any other agreement held with TIPS. Participation Fees Vendor or vendor assigned dealer Agreements to pay the participation fee for all Agreement sales to TIPS on a monthly scheduled report. Vendor must login to the TIPS database and use TIPS VENDOR AGREEMENT — RP Modified for RingCentra106212018 Ver.10192017.rp Page 4 of 13 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B the "Submission Report" section to report sales. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement. Failure to pay the participation fee will result in termination of Agreement. Please contact TIPS at tips@tips-usa.com or call (866) 839-8477 if you have questions about paying fees. Indemnity The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney's fees, arising out of, or resulting from, Vendor's work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. i) RingCentral agrees to indemnify, defend, and hold harmless the Customer at RingCentral's expense, from and against any and all third -party claims or causes of action, ("Third Party Claim") alleging that the Services as provided by RingCentral infringe or misappropriate the patent, copyright, trademark or trade secret rights of a third party. Further, RingCentral will indemnify and hold harmless the Customer from all damages, reasonable costs and attorneys' fees finally awarded against the Customer by a court of competent jurisdiction in connection with such Third -Party Claim or agreed to in a written settlement agreement approved in writing by RingCentral. ii) RingCentral will have no indemnification obligations under subsection (i) above if the Third Party Claim arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by RingCentral in writing; (b) modifications to the Services not made by RingCentral; (c) Customer Content; (d) failure to promptly install any updates of any software or firmware or accept or use any modified or replacement items provided by or on behalf of RingCentral, provided free of charge, (e) breach of the Agreement or misuse of the Services, or (f) a Third Party Claim by Customer's Affiliate, successor, or assignee. iii) If such a claim is made or appears possible, Customer agrees to permit RingCentral, at RingCentral's sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non -infringing, or (b) obtain the right for Customer to continue use. If RingCentral determines that neither alternative is commercially reasonable, RingCentral may terminate the Customer's Order and/or this Agreement, in its entirety or with respect to the affected Service, component or part, effective immediately on written notice to Customer in which case Customer will not owe any fees or charges for any period subsequent to the date of such termination, and will be entitled to receive a refund of any prepaid but unused fees for the terminated Services. RingCentral's obligations under this Sub -Section will be RingCentral's sole and exclusive liability and Customer's sole and exclusive remedies with respect to any actual or alleged intellectual property violations. Per Texas Education Code §44.032(f), reasonable Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation. TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver.10192017.rp Page 5 of 13 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Multiple Vendor Awards TIPS reserves the right to award multiple vendor Agreements for categories when deemed in the best interest of the TIPS Membership. Bidders scoring the solicitation's specified minimum score or above will be considered for an award. Categories are established at the discretion of TIPS. State of Texas Franchise Tax By signature hereon, the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code. Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a purchase order or contract modification occurs, TIPS is to be notified within 48 hours of receipt of order. Termination for Convenience TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty -day written notice. Termination for convenience is required under Federal Regulations 2 CFR part 200. All purchase orders presented to the Vendor by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. The awarded vendor may terminate the agreement with ninety (90) days written notice to TIPS 4845 US Hwy North, Pittsburg, Texas 75686. TIPS Member Purchasing Procedures Purchase orders or their equal are issued by participating TIPS Member to the awarded vendor indicating on the PO "Agreement Number". Order is emailed to TIPS at tipspo@tips-usa.com. • Awarded vendor delivers goods/services directly to the participating member. • Awarded vendor invoices the participating TIPS Member directly. • Awarded vendor receives payment directly from the participating member. • Awarded vendor reports sales monthly to TIPS (unless prior arrangements have been made with TIPS to report monthly). Form of Agreement If a vendor submitting an Proposal requires TIPS and/or TIPS Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal. TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver.10192017.rp Page 6 of 13 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B In response to submitted supplemental Vendor Agreement documents, TIPS will review proposed vendor Agreement documents. Supplemental Vendor's Agreement documents shall not become part of TIPS's Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it. Licenses Awarded vendor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded vendor. Awarded vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Agreement. TIPS reserves the right to stop work and/or cancel Agreement of any awarded vendor whose license(s) expire, lapse, are suspended or terminated. Novation If awarded vendor sells or transfers all assets or the entire portion of the assets used to perform this Agreement, a successor in interest must guarantee to perform all obligations under this Agreement. TIPS reserves the right to accept or reject any new party. A simple change of name agreement will not change the Agreement obligations of awarded vendor. Site Requirements (when applicable to service or job) Cleanup: Awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Awarded vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. Registered sex offender restrictions: For work to be performed at schools, awarded vendor agrees that no employee of a sub -contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present. Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member's discretion. Awarded vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety measures: Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. TIPS VENDOR AGREEMENT — RP Modified for Rin -Central 06212018 Ver.10192017.rp Page 7 of 13 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Smoking Persons working under Agreement shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. Marketing Awarded vendor agrees to allow TIPS to use their name and logo within website, marketing materials and advertisement. Any use of TIPS name and logo or any form of publicity, inclusive of press release, regarding this Agreement by awarded vendor must have prior approval from TIPS. Supplemental agreements The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter into a separate supplemental agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement or contract developed as a result of this Agreement is exclusively between the participating entity and awarded vendor. TIPS, its agents, TIPS Members and employees shall not be made party to any claim for breach of such agreement. Survival Clause All applicable software license agreements, warranties or service agreements that were entered into between Vendor and Customer under the terms and conditions of the Agreement shall survive the expiration or termination of the Agreement. All Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement, shall survive expiration or termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. Legal obligations It is the responding vendor's responsibility to be aware of and comply with all local, state and federal laws governing the sale of products/services identified in this Solicitation and any awarded Agreement thereof. Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Due to transparency statutes and public accountability requirements of TIPS and TIPS Members', the awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by TIPS Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the right to audit the accounting of TIPS related purchases for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct random audits of Awarded Vendor's pricing that is offered to TIPS Members. Notwithstanding TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver. 10 192017.rp Page 8 of 13 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement, TIPS shall have the ability to conduct the audit internally or may engage a third -party auditing firm to investigate any possible non -complying conduct. In the event of an audit, the requested materials shall be reasonably provided in the format and at the location designated by Region 8 ESC or TIPS. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and fully particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member and Awarded vendor. It is permitted for the TIPS Member to provide a general Page 8 of 12 scope, but the awarded vendor should provide a written scope of work to the TIPS Member as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a Purchase Order and/or an Agreement or Contract and/or an Agreement with the estimate referenced as an attachment along with required bond and any other special provisions agreed to for the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the Purchase Order and/or an Agreement or Contract and shall take precedence over those in the base TIPS Vendor Agreement. Project Delivery Order Procedures The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership document, may make a request of the awarded vendor under this Agreement when the TIPS Member has services that need to be undertaken. Notification may occur via phone, the web, email, fax, or in person. Upon notification of a pending request, the awarded vendor shall make contact with the TIPS Member as soon as possible, but must make contact with the TIPS Member within two working days. Scheduling of Projects Scheduling of projects (if applicable) will be accomplished when the TIPS Member issues a purchase order or other document that will serve as "the notice to proceed". The period for the delivery order will include the mobilization, materials purchase, installation and delivery, design, weather, and site cleanup and inspection. No additional claims may be made for delays as a result of these items. When the tasks have been completed the awarded vendor shall TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver.10192017.rp Page 9 of 13 DocuSign Envelope ID: 6A3E734D-F21 E-482F-l3F3A-49344C334E9B notify the client and have the TIPS Member inspect the work for acceptance under the scope and terms in the P0. The TIPS Member will issue in writing any corrective actions that are required. Upon completion of these items, the TIPS Member will issue a completion notice and final payment will be issued. Support Requirements If there is a dispute between the awarded vendor and TIPS Member, TIPS or its representatives will assist in conflict resolution or third party (mandatory mediation), if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded vendors TIPS project files, documentation and correspondence. Incorporation of Solicitation The TIPS Solicitation, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, the Vendor's response to same and all associated documents and forms made part of the solicitation process, including any addenda, that resulted in the execution of this agreement are hereby incorporated by reference into this agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. NEW STATUTORY REQUIREMENT EFFETIVE SEPTEMBER 1, 2017. Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https:Hcomptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within 1 business day of the change by a letter on your letterhead from an authorized representative of the Vendor stating the non- compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 4845 Highway 271 North Pittsburg,TX,75686. And by an email sent to.bids@tips-usa.com TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver.10192017.rp Page 10 of 13 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders. General Liability $1,000,000 each Occurrence/ Aggregate Products/Completed Operations $1,000,000 Automobile Liability $300,000 Including owned, hired, & non -owned Workers' Compensation Statutory limits Employers' Liability - if you employ others than owners and provide services or on- site delivery or work, not just goods $1,000,000 Umbrella Liability $1,000,000 When the contractor or its subcontractors are liable for any damages or claims, the contractors' policy must be primary over any other valid and collectible insurance carried by the District. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Contractor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable. "Claims made" policies will not be accepted. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, cancelled, non -renewed or reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. TIPS VENDOR AGREEMENT — RP Modified for RingCentra106212018 Ver. 10192017.rp Page 11 of 13 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B It is the intent of TIPS to award to reliable, high performance vendors to supply products and services to government and educational agencies. It is the experience of TIPS that the following procedures provide TIPS, the Vendor, and the participating agency the necessary support to facilitate a mutually beneficial relationship. The specific procedures will be negotiated with the successful vendor. • Agreements: All vendor Purchase Orders and/or Agreements/Contracts must be emailed to TIPS at tipspo@tips-usa.com. Should an agency send an order direct to vendor, it is the vendor's responsibility to forward the order to TIPS at the email above within 24 business hours and confirm its receipt with TIPS. • Promotion of Agreement: It is agreed that Vendor will encourage all eligible entities to purchase from the TIPS Program. Encouraging entities to purchase directly from the Vendor and not through TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Daily Order Confirmation: All Agreement purchase orders will be approved daily by TIPS and sent to vendor. The vendor must confirm receipt of orders to the TIPS Member (customer) within 24 business hours. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, then updated pricing must be posted by 11t of each month. • Back Ordered Products: If product is not expected to ship within 3 business days, customer is to be notified within 24 hours and appropriate action taken based on customer request. Page 13 of 13 will be the TIPS Vendor Agreement Signature Page TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver. 10 192017.rp Page 12 of 13 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B TIPS Vendor Agreement Signature Form RFP 180304 Telephone and Communications Data Systems and Solutions Company Name RingCentral Inc. Address 20 Davis Drive City Belmonth State CA Zip — Phone 720-439-2457 Fax 720-439-2457 Email of Authorized Representative mitch.tarica@ringcentral.com twitch Tarica Name of Authorized Representative Title SVP Sales u ne by; Signature of Authorized Representative C9A738,457A272441- Date 8/10/2018 TIPS Authorized Representative Name Meredith Barton Title Vice -President of Operations TIPS Authorized Representative Signature U Approved by ESC Region 8 Date 8/10/18 Page 13 of 13 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B The Interlocal Purchasing System (TIPS Cooperative) Supplier Response Bid Information Belmont, CA 94002 Contact Information Bid Creator Rick Powell General Address Region VIII Education Counsel/Procurement Service Center (760) 250-1110 Compliance Officer 4845 US Highway 271 Email rick.powell@tips-usa.com 4/30/2018 11:42:18 AM (CT) North Phone (903) 575-2689 x Pittsburg, TX 75686 Fax Contact Kristie Collins, Contracts Compliance Bid Number 180304 Specialist Title Telephone and Communications Data Department Systems and Solutions Building Bid Type RFP Issue Date 3/1/2018 08:03 AM (CT) Floor/Room Close Date 4/30/2018 03:00:00 PM (CT) Telephone +1 (866) 839-8477 x Fax +1 (866) 839-8472 x Email bids@tips-usa.com Supplier Information Company RingCentral Inc. Address 20 Davis Drive Ship to Information Address Contact Department Building Floor/Room Telephone Fax Email By submitting your response, you certify that you are authorized to represent and bind your company. Signature Mitch Tarica Email mitch.tarica@ringcentral.com Supplier Notes Bid Notes Bid Activities Bid Messages 180304 - RingCentral Inc. - Page 1 of 21 Belmont, CA 94002 Contact Troy Parish Department Building Floor/Room Telephone (760) 250-1110 Fax Email troy.parish@ringcentral.com Submitted 4/30/2018 11:42:18 AM (CT) Total $0.00 Ship to Information Address Contact Department Building Floor/Room Telephone Fax Email By submitting your response, you certify that you are authorized to represent and bind your company. Signature Mitch Tarica Email mitch.tarica@ringcentral.com Supplier Notes Bid Notes Bid Activities Bid Messages 180304 - RingCentral Inc. - Page 1 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Bid Attributes Please review the following and respond where necessary # Name Note Response 1 Yes - No Disadvantaged/Minority/Women Business Enterprise - No D/M/WBE (Required by some participating governmental entities) Vendor certifies that their firm is a D/M/WBE? Vendor must upload proof of certification to the "Response Attachments" D/MMBE CERTIFICATES section. 2 Yes - No Historically Underutilized Business - HUB (Required by Yes some participating governmental entities) Vendor certifies that their firm is a HUB as defined by the State of Texas at https://comptroller.texas.gov/purchasing/vendor/hub/ or in a HUBZone as defined by the US Small Business Administration at https://www.sba.gov/ofrices/headquarters/ohp Proof of one or both may be submitted. Vendor must upload proof of certification to the "Response Attachments" HUB CERTIFICATES section. 3 Yes - No The Vendor can provide services and/or products to all 50 Yes US States? 4 States Served: If answer is NO to question #3, please list which states can be served. (Example: AR, OK, TX) 5 Company and/or Product Description: This information will appear on the TIPS website in the About RingCentral company profile section, if awarded a TIPS contract. (Limit 750 characters.) RingCentral, Inc. (NYSE:RNG) is a leading provider of global enterprise cloud communications and collaboration solutions. More flexible and cost-effective than legacy on -premises systems, RingCentral - empowers today's mobile and distributed workforce o to communicate, o collaborate, and o connect from anywhere, on any device. - RingCentral unifies o voice, o video, o team messaging and collaboration, o conferencing, o online meetings, and o integrated contact center solutions. - RingCentral's open platform o integrates with leading business apps, and o enables customers to easily customize business workflows. 6 Primary Contact Name Primary Contact Name James Delp 180304 - RingCentral Inc. - Page 2 of 21 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B 7 Primary Contact Title Primary Contact Title Account Executive, Public Sector - Major Accounts 8 Primary Contact Email Primary Contact Email james.delp@ringcentral.com 9 Primary Contact Phone Enter 10 digit phone number. (No dashes or extensions) 7204392457 Example: 8668398477 10 Primary Contact Fax Enter 10 digit phone number. (No dashes or extensions) 7204392457 Example: 8668398477 11 Primary Contact Mobile Enter 10 digit phone number. (No dashes or extensions) 7204392457 Example: 8668398477 12 Secondary Contact Name Secondary Contact Name Eric Bailey 13 Secondary Contact Title Secondary Contact Title Senior Account Executive 14 Secondary Contact Email Secondary Contact Email eric.bailey@dngcentral.com 15 Secondary Contact Phone Enter 10 digit phone number. (No dashes or extensions) 7208930834 Example: 8668398477 16 Secondary Contact Fax Enter 10 digit phone number. (No dashes or extensions) 7208930834 Example: 8668398477 17 Secondary Contact Mobile Enter 10 digit phone number. (No dashes or extensions) 7208930834 Example: 8668398477 18 Admin Fee Contact Name Admin Fee Contact Name. This person is responsible for Cherise Chin paying the admin fee to TIPS. 19 Admin Fee Contact Email Admin Fee Contact Email cherise.chin@ringcentral.com 20 Admin Fee Contact Phone Enter 10 digit phone number. (No dashes or extensions) 6502930568 Example: 8668398477 21 Purchase Order Contact Name Purchase Order Contact Name. This person is responsible Cherise Chin for receiving Purchase Orders from TIPS. 22 Purchase Order Contact Email Purchase Order Contact Email cherise.chin@ringcentral.com 23 Purchase Order Contact Phone Enter 10 digit phone number. (No dashes or extensions) 6502930568 Example: 8668398477 24 Company Website Company Website (Format - www.company.com) www.ringcentral.com 25 Federal ID Number: Federal ID Number also known as the Employer 94-3322844 Identification Number. (Format - 12-3456789) 26 Primary Address Primary Address 20 Davis Drive 27 Primary Address City Primary Address City Belmont 28 Primary Address State Primary Address State (2 Digit Abbreviation) CA 29 Primary Address Zip Primary Address Zip 94002 180304 - RingCentral Inc. - Page 3 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 30 Search Words: Please list search words to be posted in the TIPS RingCentral, software -as -a -service, database about your company that TIPS website users SaaS, cloud, cloud solution, might search. Words may be product names, communicate, collaborate, manufacturers, or other words associated with the cost-effective, workforce, mobile, category of award. YOU MAY NOT LIST PBX, voice, video, text, SMS, NON -CATEGORY ITEMS. (Limit 500 words) (Format: desktop, web conferencing, contact product, paper, construction, manufacturer name, etc.) center, API, seamless, integration, professional services, (Questions 36 - 37) Statutory citation covering notification implementation, location independence, device independence, scalability, Education Code #44.034. softphone, cost -of -ownership 31 Yes - No Most of our members receive Federal Government grants Yes and they make up a significant portion of their budgets. The members need to know if your company is willing to sell to them when they spend federal budget funds on their 44.034, Notification of Criminal History, Subsection (a), purchase. There are attributes that follow that are provisions from the federal regulations in 2 CFR part 200. Your answers will determine if your award will be person or business entity that enters into a contract with a designated as Federal or Education Department General Administrative Regulations (EDGAR)compliant. Is it your intent to be able to sell to our members regardless of the the district or ESC 8/TIPS if the person or an owner or fund source, whether it be local, state or federal? 32 Yes - No Certification of Residency (Required by the State of No Texas) The vendor's ultimate parent company or majority felony. owner: (A) has its principal place of business in Texas; OR 180304 - RingCentral Inc. - Page 4 of 21 (B) employs at least 500 persons in Texas? 33 Company Residence (City) Vendor's principal place of business is in the city of? Belmont 34 Company Residence (State) Vendor's principal place of business is in the state of? CA 35 Felony Conviction Notice: (Required by the State of Texas) My firm is, as outlined on (No Response Required) PAGE 5 in the Instructions to Bidders document: (Questions 36 - 37) Statutory citation covering notification of criminal history of contractor is found in the Texas Education Code #44.034. Following is an example of a felony conviction notice: State of Texas Legislative Senate Bill No. 1, Section 44.034, Notification of Criminal History, Subsection (a), states "a person or business entity that enters into a contract with a school district or ESC 8/TIPS must give advance notice to the district or ESC 8/TIPS if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Subsection (b) states "a school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." 36 Yes - No A publicly held corporation; therefore, this reporting Yes requirement is not applicable? 180304 - RingCentral Inc. - Page 4 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 37 Yes - No Is owned or operated by individual(s) who has/have been No convicted of a felony? 38 If your firm is owned or operated by the following Please provide details of the conviction. This is not RingCentral Inc. is a publicly held individual(s) who has/have been convicted of a necessarily a disqualifying factor and the details of the corporation, therefore, this reporting felony: conviction determines the eligibility. Providing false or requirement is not applicable. misleading information about the conviction is illegal. 39 Pricing Information: Pricing information section. (Questions 39 - 43) (No Response Required) 40 Discount Offered What is the MINIMUM percentage discount off of any item 5% or service you offer to TIPS Members that is in your regular catalog (as defined in the RFP document), website, store or shelf pricing? This is a ceiling on your pricing and not a floor because, in order to be more competitive in the individual circumstance, you may offer a larger discount depending on the items or services purchased and the quantity at time of sale. Must answer with a number between 0% and 100%. 41 TIPS administration fee By submitting a proposal, I agree that all pricing submitted (No Response Required) to TIPS shall include the participation fee, as designated in the solicitation or as otherwise agreed in writing and shall be remitted to TIPS by the Vendor as agreed in the Vendor agreement. 1 agree that the fee shall not and will not be added by the vendor as a separate line item on a TIPS member invoice, quote, proposal or any other written communications with the TIPS member. 42 Yes - No Vendor agrees to remit to TIPS the required administration Yes fee? TIPS/ESC Region 8 is required by Texas Government Code § 791 to be compensated for its work and thus, failure to agree shall render your response void and it will not be considered. 43 Yes - No Do you offer additional discounts to TIPS members for Yes large order quantities or large scope of work? 44 Start Time Average start time after receipt of customer order is _ 5 working days? 45 Years Experience Company years experience in this category? 15 46 Resellers: Does the vendor have resellers that it will name under this Yes contract? Resellers are defined as other companies that sell your products under an agreement with you, the awarded vendor of TIPS. EXAMPLE: Walmart is a reseller of Samsung Electronics. If Samsung were a TIPS awarded vendor, then Samsung would list Walmart as a reseller. (If applicable, vendor should download the Reseller/Dealers spreadsheet from the Attachments section, fill out the form and submit the document in the "Response Attachments" RESELLERS section. 47 Prices are guaranteed for? Vendor agrees to honor the pricing discount off regular YES catalog (as defined in the RFP document), website, store or shelf pricing for the term of the award? 48 Right of Refusal Does the proposing vendor wish to reserve the right not to Yes perform under the awarded agreement with a TIPS member at vendor's discretion? 180304 - RingCentral Inc. - Page 5 of 21 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B 49 NON -COLLUSIVE BIDDING CERTIFICATE By submission of this bid or proposal, the Bidder certifies (No Response Required) that: 1) This bid or proposal has been independently arrived at without collusion with any other Bidder or with any Competitor; 2) This bid or proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of bids, or proposals for this project, to any other Bidder, Competitor or potential competitor: 3) No attempt has been or will be made to induce any other person, partnership or corporation to submit or not to submit a bid or proposal; 4) The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification, and under the penalties being applicable to the Bidder as well as to the person signing in its behalf. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. 50 Texas HB 89- Texas Government code §2270 Texas 2017 House Bill 89 has been signed into law by the YES compliance governor and as of September 1, 2017 will become law codified as Texas Government Code § 2270 and 808 et seq. The relevant section addressed by this form reads as follows: Texas Government Code Sec. 2270.002. PROVISION REQUIRED IN CONTRACT. A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. I verify by my "YES" response to this attribute that, as a company submitting a proposal to this solicitation, that 1 am authorized to respond for the company and affirm that the company (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the future. I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that TIPS will be notified in writing by email to TIPSQTIPS-USA.com within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall result in a "no award" determination by TIPS and if a contract exists with TIPS, be grounds for immediate contract termination without penalty to TIPS and Education Service Center Region 8. FAILURE TO RESPOND "YES" WILL RESULT IN NO CONSIDERATION OF YOUR PROPOSAL. I swear and affirm that the above is true and correct by a "YES" response. 180304 - RingCentral Inc. - Page 6 of 21 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B 51 CONFLICT OF INTEREST QUESTIONNAIRE - If you have a conflict of interest as described in this form No FORM CIQ or the Local Government Code Chapter 176, cited therein - you are required to complete and file with TIPS, Richard Powell, 4845 US Highway 271 North, Pittsburg, Texas 75686 I affirm under penalty of perjury of the laws of the State of Texas that: (1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. 180304 - RingCentral Inc. - Page 7 of 21 You may find the Blank CIQ form on our website at: Copy and Paste the following link into a new browser or tab: hftps://www.tips-usa.com/assets/documents/docs/CIQ.pdf Do you have any conflicts under this statutory requirement? 52 Filing of Form CIQ If yes (above), have you filed a form CIQ as directed here? 53 Regulatory Standing I certify to TIPS for the proposal attached that my Yes company is in good standing with all governmental agencies Federal or state that regulate any part of our business operations. If not, please explain in the next attribute question. 54 Regulatory Standing Regulatory Standing explanation of no answer on previous question. 55 Antitrust Certification Statements (Tex. By submission of this bid or proposal, the Bidder certifies (No Response Required) Government Code § 2155.005) that: I affirm under penalty of perjury of the laws of the State of Texas that: (1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. 180304 - RingCentral Inc. - Page 7 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 56 Suspension or Debarment Instructions Instructions for Certification: (No Response Required) 1. By agreeing to the Attribute question #56, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participants," "person," 'primary covered transaction," "principal," 'proposal' and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this 180304 - RingCentral Inc. - Page 8 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B transaction originated may pursue available remedies, including suspension and / or debarment. 57 Suspension or Debarment Certification Debarment and Suspension (Executive Orders 12549 and Yes 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the govemmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. By submitting this offer and certifying this section, this bidder: Certifies that no suspension or debarment is in place, which would preclude receiving a federally funded contract as described above. 58 Non -Discrimination Statement and Certification In accordance with Federal civil rights law, all U.S. Yes Departments, including the U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA's TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English. To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD -3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: program.intake@usda.gov. (Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Title 7 CFR Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction 113-1, Civil Rights Compliance and Enforcement – Nutrition Programs and Activities) All U.S. Departments, including the USDA are equal opportunity provider, employer, and lender. Not a negotiable term. Failure to agree will render your 180304 - RingCentral Inc. - Page 9 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B proposal non-responsive and it will not be considered. I certify that in the performance of a contract with TIPS or its members, that our company will conform to the foregoing anti -discrimination statement and comply with the cited and all other applicable laws and regulations. 59 2 CFR PART 200 Contract Provisions Required Federal contract provisions of Federal (No Response Required) Explanation Regulations for Contracts for contracts with ESC Region 8 and TIPS Members: The following provisions are required to be in place and agreed if the procurement is funded in any part with federal funds. The ESC Region 8 and TIPS Members are the subgrantee or Subrecipient by definition. Most of the provisions are located in 2 CFR PART 200 - Appendix 11 to Part 200—Contract Provisions for Non -Federal Entity Contracts Under Federal Awards at 2 CFR PART 200. Others are included within 2 CFR part 200 et al. In addition to other provisions required by the Federal agency or non -Federal entity, all contracts made by the non -Federal entity under the Federal award must contain provisions covering the following, as applicable. 60 2 CFR PART 200 Contracts Contracts for more than the simplified acquisition threshold Yes currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Notice: Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does vendor agree? 61 2 CFR PART 200 Termination Termination for cause and for convenience by the grantee Yes or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? 180304 - RingCentral Inc. - Page 10 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 62 2 CFR PART 200 Clean Air Act Clean Air Act (42 U.S.C. 7401-7671 q.) and the Federal Yes Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671 q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Pursuant to the Clean Air Act, et al above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires that the proposer certify that during the term of an award by the ESC Region 8 and TIPS Members resulting from this procurement process the vendor agrees to comply with all of the above regulations, including all of the terms listed and referenced therein. Does vendor agree? 63 2 CFR PART 200 Byrd Anti -Lobbying Byrd Anti -Lobbying Amendment (31 U.S.C. Yes Amendment 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that during the term and during the life of any contract with ESC Region 8 and TIPS Members resulting from this procurement process the vendor certifies to the terms included or referenced herein. Does vendor agree? 64 2 CFR PART 200 Federal Rule Compliance with all applicable standards, orders, or Yes requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of amounts in excess of $100,000, the vendor will be in compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 GFR part 15). Does vendor certify that it is in compliance with the Clean Air Act? 180304 - RingCentral Inc. - Page 11 of 21 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B 65 2 CFR PART 200 Procurement of Recovered A non -Federal entity that is a state agency or agency of a Yes Materials political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Does vendor certify that it is in compliance with the Solid Waste Disposal Act as described above? 66 Indemnification The ESC Region 8 and TIPS is a Texas Political Yes Subdivision and a local governmental entity; therefore, is prohibited from indemnifying third parties pursuant to the Texas Constitution (Article 3, Section 52) except as specifically provided by law or as ordered by a court of competent jurisdiction. A provision in a contract to indemnify or hold a party harmless is a promise to pay for any expenses the indemnified party incurs, if a specified event occurs, such as breaching the terms of the contract or negligently performing duties under the contract. Article III, Section 49 of the Texas Constitution states that "no debt shall be created by or on behalf of the State ... " The Attorney General has counseled that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW -475 (1982). Contract clauses which require the System or institutions to indemnify must be deleted or qualified with "to the extent permitted by the Constitution and Laws of the State of Texas." Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 180304 - RingCentral Inc. - Page 12 of 21 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B 67 Remedies The parties shall be entitled to exercise any right or Yes, I Agree remedy available to it either at law or in equity, subject to the choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those specifically waived under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request of either party. Any issues not resolved hereunder must be referred to non-binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator's fee and any associated filing fee equally. Mediation shall be held in Camp or Titus County, Texas. Agreements reached in mediation shall be reduced to writing, and will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of Directors, and, if signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these terms? 68 Remedies Explanation of No Answer 69 Choice of Law This agreement and any addenda or other additions and Yes all contracts or awards resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 70 Jurisdiction and Service of Process Any Proceeding arising out of or relating to this Yes procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determined by the parties. 180304 - RingCentral Inc. - Page 13 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 71 Alternative Dispute Resolution Prior to filing of litigation, the parties may select Yes, I Agree non-binding mediation as a method of conflict resolution for issues arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction. The parties agree that if nonbinding mediation is chosen as a resolution process, the parties must agree to the chosen mediator(s) and that all mediation venue shall be at a location in Camp or Titus, County, Texas agreed by the parties. The parties agree to share equally the cost of the mediation process and venue cost. Do you agree to these terms? 72 Alternative Dispute Resolution Explanation of No Answer 73 Infringement(s) The successful vendor will be expected to indemnify and No hold harmless the TIPS and its employees, officers, agents, representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible property rights attributed to or claims based on the Vendor's proposal or Vendor's performance of contracts awarded and approved. Do you agree to these terms? 180304 - RingCentral Inc. - Page 14 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 74 Infringement(s) Explanation of No Answer Indemnification by RingCentral is offered per this provision (extracted from Section 11 of RingCentral's Master Services Agreement furnished with RingCentral's proposal pursuant to the Form of Agreement provision (deviation) in the TIPS Vendor Agreement) i) RingCentral agrees to indemnify, defend, and hold harmless the Customer at RingCentral's expense, from and against any and all third -party claims or causes of action, ("Third Party Claim") alleging that the Services as provided by RingCentral infringe or misappropriate the patent, copyright, trademark or trade secret rights of a third party. Further, RingCentral will indemnify and hold harmless the Customer from all damages, reasonable costs and attorneys' fees finally awarded against the Customer by a court of competent jurisdiction in connection with such Third -Party Claim or agreed to in a written settlement agreement approved in writing by RingCentral. ii) RingCentral will have no indemnification obligations under subsection (i) above if the Third Party Claim arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by RingCentral in writing; (b) modifications to the Services not made by RingCentral; (c) Customer Content; (d) failure to promptly install any updates of any software or firmware or accept or use any modified or replacement items provided by or on behalf of RingCentral, provided free of charge, (e) breach of the Agreement or misuse of the Services, or (f) a Third Party Claim by Customer's Affiliate, successor, or assignee. iii) If such a claim is made or appears possible, Customer agrees to permit RingCentral, at RingCentral's sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non -infringing, or (b) obtain the right for Customer to continue use. If RingCentral determines that neither alternative is commercially reasonable, RingCentral may terminate the Customer's Order and/or this Agreement, in its entirety or with respect to the affected Service, component or part, effective immediately on written notice to Customer in which case Customer will not owe any fees or 180304 - RingCentral Inc. - Page 15 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B charges for any period subsequent to the date of such termination, and will be entitled to receive a refund of any prepaid but unused fees for the terminated Services. RingCentral's obligations under this Sub -Section will be RingCentral's sole and exclusive liability and Customer's sole and exclusive remedies with respect to any actual or alleged intellectual property violations. 75 Acts or Omissions The successful vendor will be expected to indemnify and Yes, I Agree hold harmless the TIPS, its officers, employees, agents, representatives, contractors, assignees and designees from and against any and all liability, actions, claims, demands or suits, and all related costs, attorney's fees and expenses arising out of, or resulting from any acts or omissions of the vendor or its agents, employees, subcontractors, or suppliers in the execution or performance of any agreements ultimately made by TIPS and the vendor. Do you agree to these terms? 76 Acts or Omissions Explanation of No Answer 77 Contract Governance Any contract made or entered into by the TIPS is subject Yes to and is to be governed by Section 271.151 et seq, Tex Loc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. 78 Payment Terms and Funding Out Clause Payment Terms: Yes TIPS or TIPS members shall not be liable for interest or late payment fees on past due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding Out Clause: Vendor agrees to abide by the laws and regulations, including Texas Local Government Code § 271.903, or any statutory or regulatory limitations of the jurisdiction of any TIPS Member which governs contracts entered into by the Vendor and TIPS or a TIPS Member that requires all contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. See statute(s) for specifics or consult your legal counsel. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 180304 - RingCentrai Inc. - Page 16 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 79 Insurance and Fingerprint Requirements Information Insurance If applicable and your staff will be on TIPS member premises for delivery, training or installation etc. and/or with an automobile, you must carry automobile insurance as required by law. You may be asked to provide proof of insurance. Fingerprint It is possible that a vendor may be subject to Chapter 22 of the Texas Education Code. The Texas Education Code, Chapter 22, Section 22.0834. Statutory language may be found at: http://www.statutes.legis.state.tx.usl If the vendor has staff that meet both of these criterion: (1) will have continuing duties related to the contracted services; and (2) has or will have direct contact with students Then you have "covered" employees for purposes of completing the attached form. TIPS recommends all vendors consult their legal counsel for guidance in compliance with this law. If you have questions on how to comply, see below, If you have questions on compliance with this code section, contact the Texas Department of Public Safety Non -Criminal Justice Unit, Access and Dissemination Bureau, FAST -FACT at NCJU®txdps.state.tx.us and you should send an email identifying you as a contractor to a Texas Independent School District or ESC Region 8 and TIPS. Texas DPS phone number is (512) 424-2474. See form in the next attribute to complete entitled: Texas Education Code Chapter 22 Contractor Certification for Contractor Employees (No Response Required) 180304 - RingCentral Inc. - Page 17 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 80 Texas Education Code Chapter 22 Contractor Introduction: Texas Education Code Chapter 22 requires None Certification for Contractor Employees entities that contract with school districts to provide services to obtain criminal history record information regarding covered employees. Contractors must certify to the district that they have complied. Covered employees with disqualifying criminal histories are prohibited from serving at a school district. Definitions: Covered employees: Employees of a contractor or subcontractor who have or will have continuing duties related to the service to be performed at the District and have or will have direct contact with students. The District will be the final arbiter of what constitutes direct contact with students. Disqualifying criminal history: Any conviction or other criminal history information designated by the District, or one of the following offenses, if at the time of the offense, the victim was under 18 or enrolled in a public school: (a) a felony offense under Title 5, Texas Penal Code; (b) an offense for which a defendant is required to register as a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an equivalent offense under federal law or the laws of another state. I certify that: NONE (Section A) of the employees of Contractor and any subcontractors are covered employees, as defined above. If this box is checked, I further certify that Contractor has taken precautions or imposed conditions to ensure that the employees of Contractor and any subcontractor will not become covered employees. Contractor will maintain these precautions or conditions throughout the time the contracted services are provided. OR SOME (Section B) or all of the employees of Contractor and any subcontractor are covered employees. If this box is checked, 1 further certify that: (1) Contractor has obtained all required criminal history record information regarding its covered employees. None of the covered employees has a disqualifying criminal history. (2) If Contractor receives information that a covered employee subsequently has a reported criminal history, Contractor will immediately remove the covered employee from contract duties and notify the District in writing within 3 business days. (3) Upon request, Contractor will provide the District with the name and any other requested information of covered employees so that the District may obtain criminal history record information on the covered employees. (4) If the District objects to the assignment of a covered employee on the basis of the covered employee's criminal history record information, Contractor agrees to discontinue using that covered employee to provide services at the District. Noncompliance or misrepresentation regarding this certification may be grounds for contract termination. 81 Solicitation Deviation/Compliance Does the vendor agree with the General Conditions Yes Standard Terms and Conditions or Item Specifications listed in this proposal invitation? 180304 - RingCentral Inc. - Page 18 of 21 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 82 Solicitation Exceptions/Deviations Explanation 83 Agreement Deviation/Compliance 84 Agreement Exceptions/Deviations Explanation 85 Texas Business and Commerce Code § 272 Requirements as of 9-1-2017 If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Does the vendor agree with the language in the Vendor Agreement? If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. SB 807 prohibits construction contracts to have provisions requiring the contract to be subject to the laws of another state, to be required to litigate the contract in another state, or to require arbitration in another state. A contract with such provisions is voidable. Under this new statute, a "construction contract" includes contracts, subcontracts, or agreements with (among others) architects, engineers, contractors, construction managers, equipment lessors, or materials suppliers. "Construction contracts" are for the design, construction, alteration, renovation, remodeling, or repair of any building or improvement to real property, or for furnishing materials or equipment for the project. The term also includes moving, demolition, or excavation. BY RESPONDING TO THIS SOLICITATION, AND WHEN APPLICABLE, THE PROPOSER AGREES TO COMPLY WITH THE TEXAS BUSINESS AND COMMERCE CODE No (1) Refer to the section titled "Assignments of Agreements". RingCentral proposed continuing the first sentence with: however Vendor may assign the Agreement and all of Vendor's rights and obligations thereunder without the prior approval of TIPS (a) to an affiliate of Vendor; (b) to the Vendor's successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connection with the provision of services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of Vendor's voting control or assets. This Agreement will bind and inure to the benefit of the Parties, and their permitted assigns and successors. (2) Refer to the section titled Form of Agreement: In the "Response Attachments" tab, at subtab 12 "Supplementary" information, please find a specimen of RingCentral, Inc.'s Form of Agreement provided in response to the "Form of Agreement" provision of the TIPS VENDOR AGREEMENT. (No Response Required) 180304 - RingCentral Inc. - Page 19 of 21 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B § 272 WHEN EXECUTING CONTRACTS WITH TIPS MEMBERS THAT ARE TEXAS GOVERNMENT ENTITIES. 180304 - RingCentral Inc. - Page 20 of 21 Docu5ign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Line Items Response Total: $0.00 180304 - RingCentral Inc. - Page 21 of 21 c r -i m v -i Ln w w o m m to * In r -i In 06 to 6 -Z L6 U LA F, m F4 to tzr to tt cu oo rn N r,, oo oo r - a 0 N Z3, FZI F IFN F � o Ln rq Ln r, Ln Ln E > 0 0 y ao CL E > 0 0 tw to aLn ai 0 W E > m 0 4R 'ocn Eai 0 >- E -0 - 0 to C: Lu E Lu E 0a 0 C E E O Q),n 0 L. W=Q)O= m V) o (u 5. ca CL 0 41 u 0 co co z M,, CL -�d " cr tn .5; r r - r m..=MEm V > w fo U2i w 3; X COI I I V, cu aj 0 cu 0 u to co cu 4� C: =3 X T m 0 E .0 +, 20 (v m w E CL =, 0 0 0 m 0 4� Lu U m kA V cu U- v) E 0 E 0 0 Q E E cu W 0 0 0 .2 :3 0 u x w 4-! Qj C 0 D. cL E E 0 a) r_ E bD 0 u 0 u 0 w 0 u E 0 a) c m 72 m 2 D Lu t m o 0 2 -4 Ir oo -qr I? op L9 r� t LD LD Ln rIj LD oo o) m 4 -Ir r4 0 um a) r- rm, E t o m o t 'o < LA t m aj cu o 0 ) oo w LD Ln w co a) m m a) C 9 oo Ln r, x oo o w tn x cu w < cL c o ra u r4 Ln n t= 0 'a o -aXl- z o m oo E r-4 lzr (v r, V w X o a) It oo r, 0 LL < m cL m tka }a)o oa o E a) z 0U In o o :2 E u co D x aj 2- z J z cr '— I DocuSign Envelope ID: 6A3E734D-F21E-482F-l3F3A-49344C334E9B RFP 180304 Telephone and Communications Data Systems and Solutions Certification Regarding Lobbying Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds. Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. RingCentral, Inc. Name of Organization 20 Davis Drive, Belmont, CA 94002 Address, City, State and Zip of Organization Bruce Johnson, Assistant Corporate Secretary Name & Title of Submitting Official Date 04/27/2018 EDocuSlgned by: 94E2- Date 04/27/2018 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B RFP 180304 Telephone and Communications Data Systems and Solutions FELONY CONVICTION NOTICE FOR RESPONSE TO TIPS SOLICITATION Statutory citation covering notification of criminal history of contractor is found in the Texas Education Code #44.034. Following is an example of a felony conviction notice: State of Texas Legislative Senate Bill No. 1, Section 44.034, Notification of Criminal History, Subsection (a), states "a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Subsection (b) states "a school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." THIS NOTICE IS NOT REQUIRED OF A PUBLICLY -HELD CORPORATION :("ornplete only one of the three below: A or B or C. I, the undersigned agent for the firm named below, certify that the information concerning notification of felony convictions has been reviewed by me and the following information furnished is true to the best of my knowledge. Official: Bruce Johnson Print Authorized Company Official's Name A. My firm is a publicly; held corporation; therefore, this reporting requirement is not applicable. Dacu5lgwo-d by: Signature of Authorized Company Official:'L� — OR B. My firm is not owned nor operated by anyone who has been convicted of a felony: Signature of Authorized Company Official: ..: C, My firm is owned or operated by the following individual(s) who has/have been convicted of a felony: Name of Felon(s): Details of Conviction(s): You may attach anther sheet Signature of Authorized Company Official: DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B RFP 180304 Telephone and Communications Data Systems and Solutions CERTIFICATION BY CORPORATE OFFERER IIWOFFERER' 1113 A ........... i .......... THE FOLLOWING CERTIFICATE SHOULD BE EXECUTED AND INCLUDED AS PART OF r 9 WITIff 09-IT—ly I F 00 R 0 A 4"&1-1 a JIM W 01 .11 LTj OFFERER: RingCentral, Inc. (Name of Corporation) 11 Bruce Johnson Corporation certify that I am the Assistant Secretary of the (Name of Assistant Corporate Secretary) named gs OFFERER herein above; that Mitch Tarica (Name of person who completed proposal document) who signed the foregoing proposal on behalf of the corporation offerer is the authorized person that is acting as Senior Vice President Sales (Title/Position of person signing proposal/offer document within the corporation) of the said Corporation; that said proposal/offer was duly signed for and in behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers. CORPORATE SEAL if available vcuSipvrd 6y: co S ""?INIA I RE iGU 04/27/2018 1 MEN 1 DocuSign Envelope ID: 6A3E734D-F21 E-482F-l3F3A-49344C334E9B Federal Re RFP 180304 TWephone and Communiwftft DaW Systems and SoJuWns guirements for Procurement and Contracting with small and minori!j businesses, women's business ente!prises, and labor suEplus area firms. N19DIAIq4tV-�JtRWIRTI 1. Will you he subcontracting any of your work under this award if you are successful? (Check ow) II Oor N W I 2. If yes to #1, do you agree to comply with the following federal requirements? (Ch=k one) E]YES or NOF] 2 CFR §200.321 Contracting with small and minority businesses, women!s business enterprises, and labor surplus area firms. (a) The non -Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women!s business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce ; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. 04/27/2018 Date DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B RFP 180304 Telephone and Communications Data Systems and Solutions Texas Government Code 2270 Verification Form Texas 2017 House Bill 89 has been signed into law by the governor and as of September 1, 2017 will become law codified as Texas Government Code § 2270 and 808 et seq. The relevant section addressed by this form reads as follows: Texas Government Code Sec. 2270.002. PROVISION REQUIRED IN CONTRACT. A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 1, Bruce Johnson RingCentral, Inc. Insert Name of Company engaged by as an authorized representative of ESC Region 8/The Interlocal Purchasing System (TIPS) 4845 Highway 271 North Pittsburg,TX,75686 a contractor/vendor verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above- named Texas governmental entity in the future. 1 further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above-named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity. our company is not listed on and we do not do business with companies that are on the the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https:Hcomptroller.texas.gov/purchasing/docs/foreign- terrorist.pdf I swear and affirm that the above is true and correct. oma: acc:uF� 31glIaLUM of Named Authorized Company Representative 04/27/2018 Date DocuSign Envelope ID: 6A3E734D-F21 E -482F -BF A-49344C334E97' RFP 180304 Telephone and Communications Data Systems and Solutions FAILURE TO PROPERLY COMPLETE THIS FORM AND SUBMIT WITH YOUR RESPONSE MAY RESULT IN A WAIVER OF YOUR RIGHTS UNDER THE LAW TO MAINTAIN CONFIDENTIALITY TREATMENT OF SUBMITTED MATERIALS. CONFIDENTIAL INFORMATION SUBMITTED IN RESPONSE TO COMPETITIVE PROCUREMENT REQUESTS OF EDUCATION SERVICE CENTER REGION 8 AND TIPS IS GOVERNED BY TEXAS GOVERNMENT CODE, CHAPTER 552 If you consider any portion of your proposal to be confidential information and not subject to public disclosure pursuant to Chapter 552 Tex Gov't Code or other law(s), you must make a SM of all claimed confidential materials within your proposal and put this COWLETED form as a cover sheet to said materials then scan, name "CONFIDENT[W and upload with your proposal submission. (You must include the confidential information in the submitted proposal as well, the copy uploaded is to indicate which material in your proposal, if any, you deem confidential in the event the District receives a Public Information Request.) Education Service Center Region 8 and TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law. Pricing of solicited product or service may be deemed as public information under Chapter 552 Tex Gov't Code. The Office of Texas Attorney General shall make the final determination whether the information held by Education Service Center Region 8 and TIPS is confidential and exempt from public disclosure. If you claim that parts of your proposal are confidential, complete the top section below. I claim part of my proposal to be confidential and DO NOT desire: to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. The attached contains material from our proposal that I classify and deem confidential under Texas Govt Code Sec. 552 or other law(s) and I invoke my statutory rights to confidential treatment of the enclosed materials. Name of company claiming confidential status of material Printed Name and Title of authorized company officer claiming confidential status of material Address City State ZIP Phone ATTACHED ARE COPIES OF PAGES OF CONFIDENTIAL MATERIAL FROM OUR PROPOSAL Signature Date O= ------------- ---------------------------------------- if you do not claim any of your proposal to be confidential, complete the section below only. Express Waiver: I desire to expressly waive any claim of confidentiality as to any and all information contained ;RU71n—our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc-) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. Mitch Tarica Senior Vice President Sales Printed Name authorized company officer Title of authorized company officer RingCentral, Inc. 20 Davis Drive, Belmont, CA 94002 650-472-4100 Address City State ZIP Phone Signature____Date 04/27/2018 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B J1 Lwr-J 1. RingCentral Warranty RingCentral will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of the Vendor Agreement. To the extent permitted by Law, RingCentral shall pass through to Customer any and all warranties RingCentral receives in connection with equipment provided to Customer. 2. For RingCentral Furnished Products 2.1. Definitions a. Where used in this Section 2: i. "Customer" means you or any of your subsidiaries purchasing Product from RingCentral. ii. "Contract Date" means the date upon which a Purchase Order is accepted by RingCentral. iii. "Products" means the hardware, software, or any combination thereof, and related documentation, identified in the Website, https://www.ringcentral.com/office/voip- phone.html which are made available for purchase and/or license by Customer pursuant to the Vendor Agreement. Products shall be new, unless Customer requests refurbished Product. RingCentral will fulfil Purchase Orders for refurbished Product to the extent RingCentral has refurbished Product available. iv. "Supplier" means the supplier, licensor, publisher, manufacturer or other third party provider of Products. v. "Website" means the portal hosted by RingCentral through which Products are made available for purchase. b. As used in this terms of Warranty, (i) any reference to a statute shall be construed as a reference to that statute as amended, re-enacted or otherwise modified from time to time, (ii) the term "including" will always be deemed to mean "including, without limitation", (iii) a definition is equally applicable to the singular and plural forms of the RingCentral, Inc. Warranty Statement re: TIPS RFP 180304 Telephone and Communications Data Systems and Solutions DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B feminine, masculine and neuter forms of the term defined, and (iv) any headings in this terms of warranty are for convenience only and shall not affect the interpretation of any terms. 2.2. Product Warranty. a. Customer understands that RingCentral is not the Supplier of the Products. Accordingly, all Products are sold subject to the express warranty terms, if any, specified by the original Supplier of the Products. Any software supplied to Customer pursuant to a Contract is supplied subject to the provisions of the Supplier's licensing terms. RingCentral will pass through to Customer all warranties that RingCentral is expressly authorized by the original Supplier to pass through to Customer. b. RingCentral represents and warrants that title to all Products shall be free from all security interests, liens, and encumbrances at the time of delivery to Customer. The foregoing shall not be construed, and RingCentral does not provide, any warranty against infringement of a third -party intellectual property right. Any warranties, conditions or other terms implied by common law or statute or otherwise in connection with these Conditions (except to title, in the case of Products) are hereby expressly excluded to the fullest extent permitted by law, save for fraudulent misrepresentation. 2.3. Product Warranty Assistance. a. For all returned Products (whether pursuant to a warranty claim or otherwise) RingCentral will, on the Customer's behalf, initiate an RMA request with Supplier. Following an RMA request, RingCentral shall issue an RMA number and issue a shipping label to Customer via electronic exchange (an "RIVIX). b. Customer shall immediately notify RingCentral if any Products supplied to Customer prove to be defective in quality or condition within the Supplier's warranty period (the "Claim"). Upon receipt of notification of such Claim, RingCentral shall notify Customer whether, as a matter of Supplier policy, the Claim must be handled directly with the Supplier or indirectly through RingCentral. In the event the Claim must be handled directly between Customer and Supplier, RingCentral shall provide contact information to enable Customer to contact Supplier. In the event the Claim will be handled by RingCentral, then RingCentral shall provide Customer with a return material RingCentral, Inc. Warranty Statement re: TIPS RFP 180304 Telephone and Communications Data Systems and Solutions DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B authorization ("RMA") for Customer to return the Products to RingCentral, and Customer shall return such Products to RingCentral in accordance with this Warranty statement and RingCentral's then current RMA policy (which shall be made available to Customer upon request). c. No Products may be returned to RingCentral without a valid RMA number displayed on the Products packaging. Any Products returned without a valid RMA number displayed on the Products packaging will be refused or returned. RingCentral shall not be obligated to ship replacement Products to Customer until RingCentral is in receipt of the original Products being returned. Notwithstanding the foregoing, upon receipt of notification of any warranty claim within the first ninety (90) days after receipt of the Product by Customer, RingCentral shall process such warranty claim per Supplier procedures and ensure the shipment of a replacement Product to Customer. Replacement Product may be new or used. After the first ninety (90) days from receipt of the Product by Customer, and unless otherwise directed by RingCentral, the Customer must contact the Supplier directly for any warranty repair or replacement services. d. During the first ninety (90) days after Customer's receipt of the Product, RingCentral is responsible for all shipping fees associated with a warranty claim (including, without limitation, both return of the defective Product and shipment of the replacement Product). Customer shall be responsible for any such shipping costs for warranty claims made after such initial ninety (90) day period. e. Customer agrees that RingCentral's sole liability to Customer regarding any Product defect claims is limited to the administration of such claims with the Supplier, and as set forth herein. After the first ninety (90) days from Customer's receipt of Product, RingCentral's liability to Customer regarding any Product defect claims is limited to and is expressly contingent upon RingCentral's ability to obtain a refund, credit or replacement Products from the Supplier. RingCentral has no obligation to accept a return of Products where the Customer fails to comply with Supplier's policy on Product returns. f. RingCentral shall not be liable or responsible for administering any defect or other claim which arises from normal wear and tear, misuse, negligence, accident, abuse, use not in accordance with Supplier's Product documentation, modification or alteration not RingCentral, Inc. Warranty Statement re: TIPS RFP 180304 Telephone and Communications Data Systems and Solutions DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B authorized by Supplier, or use in conjunction with a third party product. RingCentral reserves the right to determine whether any Products are defective. 2.4. Product Warranty Returns. a. Any Products returned pursuant to an RMA issued by RingCentral must be shipped to RingCentral within seven (7) working days of the date of such RMA. Following an RMA request, RingCentral shall issue an RMA number and issue a shipping label to Customer via electronic exchange. b. Customer irrevocably authorizes RingCentral to carry out any necessary tasks related to the repair or replacement of Products on behalf of Customer under these Conditions. c. Unless RingCentral collects Products using its own carrier, Customer agrees that RingCentral shall not be liable for any loss or damage to Products returned to RingCentral. 3. Disclaimer of Warranties EXCEPT AS SPECIFICALLY SET FORTH IN THE VENDOR AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND RINGCENTRAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. RingCentral, Inc. Warranty Statement re: TIPS RFP 180304 Telephone and Communications Data Systems and Solutions DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B RingCentral Whirh:epape n. k,en f err 1 More Than Just A Cloud -Based Business Phone System Nothing is more important to Business success than communicating professionally and promptly with Customers and colleagues. The way Businesses Communicate and handle incoming calls, and everything from faxes to conference calls, affects public perception of the company. Evolving Businesses can Better serve customers and enhance the way employees work by adopting the most readily available and affordable technology. In today's world, leading edge communication begins and ends with a high-speed Internet -enabled, cloud -based, IP -connected phone service from RingCentral. DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Rin -Central VVhltapaper Today's Business Requirements In today's high-pressure world, a phone system is a lifeline to customers, suppliers and other key contacts. Businesses need an evolved, professional phone system that can be relied upon to not only serve employees located in the office, but the flexibility to accommodate employees who are working both remotely and in other geographic locations. Such a technologically advanced phone system, in turn, needs to allow disparate employees the ability to communicate and work with equal efficiently no matter where they are. As employees change the types of devices they use for communicating and doing business, the phone systern needs to adjust seamlessly. Finally, the phone system also needs to support basic office functionality like faxing, conferencing and other forms ofcommunication toall who use it. Above all, business phone systems need to be reliable. Businesses can't afford to miss ca I Is because of technica I glitches or primitive rOUtingfeatures. With many companies moving away from operating from one, centralized office building, the need is critical for aao|utionthatcanbeaccessib|efromwhereveremp!oyeesarevvorking.VViththeodded convenience of working across not only desktop IP phones, but smartphones, tablets and even PCs, new systems must adapt to the changing face of the modern workforce. Having an entire phone system operating over a standard high-speed Internet connection allows for such arevolutionary innovation. oocu8QnEnvelope ID: 6mE73D-F21 R|ngCentro| VVhibsmmper An Enhanced Phone Systern Today, businesses have a wide range of options to address their phone system needs - everything from the robust, highly technical PBX systems traditionally used by businesses to new, feature -rich cloud -based Solutions that provide an easy-to-use alternative. Until recently, this type of sophisticated communications solution was available only to companies with the necessary financial resources to design and implement their own customized phone system. Today, however, the Internet and cutting-edge technologies are driving down costs, lowering adoption barriers and opening new communication options, allowing businesses of all sizes toafford aworld-class business phone system. For years, businesses had noother choice, but torely ontraditional PBX systems comprised of complex hardware that required ongoing, costly maintenance and repair. This type of legacy equipment was often housed in a single office building and could only serve the ernployees who were working on the premises. Seemingly routine changes made to these systems, like adding lines for new employees, required scheduling and often took weeks to fully implement. In the event of a power outage, the equipment could go down for indefinite amounts of time, leaving businesses with no workaround. Now businesses have a choice. oocu8QnEnvalop ID: 8A3Bn4Dfc1E-4oF-Ba RingCentra| VYhitcpapar The Breakthrough of A New Sdution The breakthrough that's bringing affordable world-class phone and fax service to businesses is the cloud -based, or hosted, phone system. By leading the cloud -based phone system revolution, RingCentral is taking advantage of the power, quality and affordability of cloud computing technology to expand the idea of what a business phone system can do. Having the advantage of a cloud based phone system not only allows a company, and every employee working for it, unmatched flexibility, but also provides for seamless growth and can be easily set up and in fraction of the time it takes to program and install legacy hardware. System administrators can quickly add new users and departments from any device, wherever they're working. With traditional PBX systems, employees had very little control over their own phone and the preference in the capabilities associated with it. Now, each employee can configure their own personalized messages, routing sequences and usage rules and even display their status tocolleagues ifthey choose. DocuSign Envelope ID: BA3E734D-F21E-482F-BF3A-49344C334E9B RingCenra| VVhihmpa9ier Breaking Down A Cloud -Based System Based onarobust virtual PBX and cutting-edge voiceover|nterne1Protoco|(Vo|P) technology, and managed by the service provider, a cloud -based phone system lets any business take advantage of rich business phone systern functionality without the complexity and cost of an on -premise system. A cloud -based business phone system uses the Internet to deliver all the features of an on -premise PBX—minus the costly setup and the bulky hardware. And since the Internet isn't bound to a specific location, a cloud -based PBX easily integrates multiple locations and remote employees. It is the only business phone system that provides affordable, reliable and professional phone system functionality for businesses with one ormore locations, and remote and mobile employees. Not only does a cloud -based business phone system relieve growing companies of the need to own and operate their own on -premise phone system but it also provides unmatched feature, performance and fixed cost benefits. Besides providing local, national and international phone service, it includes an array of powerful call management features that are critical tosustainable business growth. OncuSignEnvelope ID: nAoE7n*Df21 RingCentra| VVhtnpoper ��^ /�^ 4- | ��|yl[7\~���ylL|-��| / / /�J �� / / / �� ' System Vstm Beefi4s Regardless ofthe size ofthe company, the professionalism andqua|itythat comes from having a phone system boasting the latest technology and cutting edge features will heighten the way itisperceived aswell asenhance the efficiency ofeach employee. Using the latest technology will not only improve the capabilities and performance ofthe phone system, saving both time and money, but can boost business effectiveness with features complimented by|P-basedtechnology. 9100 VNIM 000 m � ' Easy to set up for Multiple locations and mobile workers. A toll-free or local number serves as the main business number, and an auto -receptionist routes calls to multiple extensions, which can be assigned to employees in one or multiple locations and to mobi|evvorkers. � No hardware installation or technical expertise required. A hassle -free approach to business communications, RingCentral Office eliminates the burden of a company having tomanage abig switchboard oncompany premises. * No start-up costs. Unlike onsite PBX systems, which require expensive initial investments, RingCentral Office has no activation feesand there's nocharge for hardware nrsoftware. = Low all-inclusive monthly costs. RingCentra|Office beats onsite phone systems in terms ofmonthly costs. * Superior call quality. The award-winning RingCentral cloud -based phone system is designed tosurpass its customers' expectations. w Smartphone apps. RingCentral provides full control to set up and manage the phone system from xmartphones. m Superior customer service. Businesses appreciate 24/7 RingCentral support, available atnoadditional cost tocustomers. 6 ovouaignEnvelope ID: nAaErn10-Fc1 RingCrntra| VVhtcpaper Advanced FeatUres Through a standard high-speed Internet connection, employees access their phone system from anywhere and make one -touch changes using web forms or smartphoneapps. Extensions can be tailored to play announcements; ring to departments or call queues; take voicemail messages; or ring through to employees, wherever they're located. For businesses wanting a national or regional presence, custornizable 800 numbers or local -number exchanges are available to create location -specific company numbers. With Business SMS, exclusive to RingCentral, employees can send and receive texts with individuals or groups using their business phone number while keeping their personal number private. For team meetings, the unlimited conference calling feature allows users to schedule an unlimited arnount of conferences with up to a thousand attendees and works on I P desktop phones, smartphones and PCs. Standard RingCentral capabilities also include auto -receptionist, flexible extension structure, multiple voicemail boxes, smart call routing, business answering rules, extension dialing, call transfers, and elegant integration with smartphones. RingCentra|provides all the telecommunication capabilities that today's businesses demand and promotes easy to configure and intuitive phone system controls. The innovation to develop new features continues making the system user centric by not only enhancing call quality and reliability, but also adding convenience and flexibility tocommon individual and group business tasks. oonuSignEnvelope ID: 0Aoe7a4ofu1 Ring[entra| VVhitepaper Businesses Using AƒfoPdBW8& Fixed Costs Rinj,Centra|Get: With only a high-speed Internet connection required, the RingCentral phone system is One system for multiple locations and employees an out-of-the-box solution, ready to work lightning fast, anytime and anyplace with no upfront investment. With no PBX hardware, it's easy to set up online and manage from Unparalleled ease ofuse ~ asma/tphone' tablet orPC. RingCentra}desktop |Pphones arrive Plug & Ring ready, -noPBX expertise needed so businesses may continue workingwithout delay. For one, low monthly cost, users can Ultimate mobility and enjoy the features and convenience needed without additional usage charges. access from anywhere online toyour smartphone Norisk-ndiablcscrvice l ndW3try-LeadingTechnQlogy with free support 24/7 RingCentral has hundreds of thousands of business customers and has earned top industry Best value with an aU_inc|uoive.low fixed honors, indudingthe P[Magazine Editor'sChoice Award, the Small Business Computing monthly cost Excellence in Technology Award, and the 2010 World Economic Forum Technology Pioneer Award. RingCentral houses its core technology infrastructure and global network in multiple, state -of -the- art data centers to reliably deliver business -class phone and fax functionality over the web. Learn More VWthRing[entra|. customers get alow monthly rate and instant activation with nosetup fees and nocontracts required. For more information about the benefits of Ring[cntra|'sdoud-basrd phone system, contact one ofour Business Associates at: 1-855-774-2S01 orsign upat: MixqCent"ir, (d) 2014 RingCentral, Inc. All Rights Reserved. RingCentral and the RingCentra I logo are trademarks of RingCentral, [tic. Other thlrd party marks and logos displayed on this page are trademarks of such respective third parties. DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B MASTER SERVICES AGREEMENT re: TIPS CONTRACT: 180304 Telephone and Communications Data Systems and Solutions THIS MASTER SERVICES AGREEMENT (together with its Attachments, the "Agreement") is made as of [DATE] ("Effective Date") between RingCentral, Inc., a Delaware corporation with its primary office at 20 Davis Drive, Belmont, CA 94002, ("RingCentral"), and the City of Sanford, an entity organized and existing under the laws of Florida and having its office at 300 N. Park Ave., Sanford, FL 32771-1244 ("Customer" or "TIPS Member Customer"). RingCentral and Customer may be individually referred to as a "Party" or collectively as the "Parties." BACKGROUND A. RingCentral is a provider of cloud -based unified communications and collaboration services, including voice, online meeting, video conferencing, contact center and related services, applications and product integrations. B. RingCentral is a party to TIPS Vendor Agreement 180304 Telephone and Communications Data Systems and Solutions between RingCentral, Inc. and The Interlocal Purchasing System (TIPS) dated 8/10/2018 (the "TIPS Agreement). C. This Agreement is the RingCentral Master Services Agreement and is pursuant to the section of the TIPS Agreement titled Form of Agreement. D. Customer wants to receive certain RingCentral services and products as the Parties may agree in writing from time to time, described more fully in the relevant Attachments. E. This Agreement sets forth the terms and conditions under which RingCentral will provide such services and products to Customer. The Parties agree as follows: 1. Definitions Capitalized terms not defined have the meaning given to them in Exhibit A. 2. Ordering and Term A. Ordering Services Customer may order the Services set forth in the relevant Attachments, attached hereto, by executing an Order Form in the format provided by RingCentral. Customer must submit the Order Form to RingCentral either in writing or electronically via the Administrative Portal. The Order Form will identify the Services requested by Customer together with: (i) the price for each Service; (ii) scheduled Start Date; (iii) and products leased, licensed or sold to Customer, if any. An Order Form will become binding when it is executed by the Customer and accepted by RingCentral. RingCentral may accept an Order Form by commencing performance of the requested Services. The Services will begin on the Start Date, as identified in the applicable Order Form or on the day Services are ordered via the Administrative Portal. Customer may purchase additional Services, software, and equipment via the Administrative Portal or by executing additional Order Forms. MSA USA 20180319 Page 1 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B B. Attachments The following Attachments are incorporated here in and shall be considered part of this Agreement. Additional Attachments may be added by the parties from time to time by written agreement between them: Q Exhibit A— Definitions 21 Service Attachment A— RingCentral Office Q Service Attachment B —Professional Services Agreement © Attachment C— Service Level Agreement for Office Services C. Equipment Customer may purchase or rent equipment from RingCentral for use with the Services. The terms and conditions that govern any such transaction can be found at: (i) Purchase:) t i !�nit ,_Gcrtitral.corr 90 ringcentra1-hardware-teems-conditionsmhtmI (ii) Rental: httpj,Ev� w.rin.cerairil.go.M�l?Zal e, e -rental html D. Term of this Agreement. The Term of this Agreement will commence on the Effective Date and continue until the last Order Form is terminated or expires, unless terminated earlier in accordance with its terms. E. Services Term The Services Term will begin on the Start Date of the initial Order Form and continue for the initial term set forth in the initial Order Form ("Initial Term"). Upon expiration of the Initial Term, any renewal term shall only be valid and enforceable when RingCentral receives written confirmation by purchase order or an executed agreement issued by the Customer no less than forty-five (45) days prior to such expiration for any renewal period (each such occurrence a "Renewal Term"). The term of any recurring Services added to your Account after the initial Order Form is executed will start on the Start Date in the applicable Order Form, will run coterminously with the then -current Term of any preexisting Services unless otherwise extended in the applicable Order Form, and will be invoiced on the same billing cycles as the preexisting Services. 3. Invoicing and Payment A. Prices and Charges. All prices are identified in US dollars on the Administrative Portal or in the applicable Order Form unless otherwise agreed by the Parties. Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases additional Services or equipment. Customer will be liable for all charges resulting from use of the Services on its Account. Unless otherwise agreed between the Parties, recurring charges for the Services begin on the Start Date, and will continue for the Term. Recurring charges (such as charges for Digital Lines, product licenses, minute bundles, and equipment rental fees) will, unless otherwise agreed between the Parties, once incurred, remain in effect for the then -current Term. RingCentral will provide notice of any proposed increase in such charges no later than sixty (60) days before the end of the Initial Term or then -current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term. Administrative Fees that RingCentral is entitled to pass MSA USA 20180319 Page 2 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B on to its customers as a surcharge pursuant to applicable Law may be increased on thirty (30) days' written notice. Outbound calling rates will be applied based on the rate in effect at the time of use. Customer may locate the currently effective rates in the Administrative Portal. B. Invoicing and Payment Invoices will be issued in accordance with the payment terms set forth in the Order Form. Unless otherwise stated in the applicable Order Form, recurring charges are invoiced in advance in the frequency set forth in the Order Form, and usage -based and onetime charges are billed monthly in arrears. Customer shall make payment in full, without deduction or set-off, within thirty (30) days of the invoice date. Any payment not made when due may be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month or (ii) if applicable, the highest rate allowed by Law. In no event may payment be subject to delays due to Customer internal purchase order process. C. Taxes All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided. Taxes, access fees, universal service or other recovery fees, or similar charges will be adjusted on the date in which those increases become effective as mandated by competent authority. If any withholding tax is levied on the payments, then Customer must increase the sums paid to RingCentral so that the amount received by RingCentral after the withholding tax is deducted is the full amount RingCentral would have received if no withholding or deduction had been made. D. Billing Disputes If a Customer reasonably and in good faith disputes any portion of RingCentral's invoice, it must provide written notice to RingCentral within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed. Customer's dispute as to any portion of the invoice will not excuse Customer's obligation to timely pay the undisputed portion of the invoice. Upon resolution, Customer must pay any validly invoiced unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future invoices. Customer will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement. 4. Provision of the Service A. General Terms RingCentral will provide the Services as described in the relevant Service Attachment. RingCentral may enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or security of the Services during the Term without Customer's consent. B. Customer Care Customer must provide all first-tier support to Customer's End Users. RingCentral may require Customer's Helpdesk support personnel to complete a series of training courses on RingCentral's Services.Such training will be provided online by RingCentral at no cost. MSA USA 20180319 Page 3 of 22 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B ii. RingCentral will make second-tier remote support available to Customer's Helpdesk personnel and/or Account Administrators via RingCentral Customer Care call center, which will be available 24/7, to attempt to resolve technical issues with, and answer questions regarding the use of the Services. Onsite and implementation services are not included in the RingCentral Customer Care support. iii. Customer may open a case with RingCentral Customer Care at_ http://success.ringcentral.com/RCContactSupp. Any individual contacting Customer Care on behalf of Customer must be authorized to do so on behalf of the Account, and will be required to follow RingCentral's authentication protocol. C. Professional Services RingCentral offers a broad portfolio of professional services that includes onsite and remote implementation services; extended enterprise services including dedicated proactive network monitoring and premium technical support; and consulting. Any such services are governed by this Agreement, the Professional Services terms, and any applicable Statement of Work (SOW), which may be attached hereto. D. Subcontracting RingCentral may provide any of the Services hereunder through any of its Affiliates or subcontractors, provided that RingCentral will bear the same degree of responsibility for acts and omissions for those subcontractors acting on RingCentral's behalf in the performance of its obligations under this Agreement as it would bear if such acts and omissions were performed by RingCentral directly. 5. Use of the Service A. Service Requirements The Services are dependent upon Customer's maintenance of sufficient Internet access, networks and power as set forth in RingCentral's Technical Sufficiency Criteria, available at hltiLa : + r rw rig l c r r 1. r nr 0 a� po cies techrreical-su icie crit r�,iajitm,l. RingCentral will not be responsible for any deficiencies in the provision of the Services if Customer's network does not meet RingCentral's Technical Sufficiency Criteria. B. Use Policies Customer and its End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies referenced below, which are incorporated into and form part of this Agreement. Customer may not use, or permit the use of the Services, to interfere with the use of RingCentral's service by others or with the operation of the RingCentral Network. Customer may not resell the Services. Customer must ensure that its End Users comply with the Use Policies. Any breach of this Section (Use Policies) will be deemed a material breach of this Agreement. RingCentral may update the Use Policies from time to time, and will provide notice to Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to Customer. MSA USA 20180319 Page 4 of 22 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B Acceptable Use Policy The Services must be used in accordance with RingCentral's Acceptable Use Policy, available at htt�as: ww rrir�g-c-rrtral.com le al aece b ee-iris-D211c ry�ht ill. Notwithstanding anything to the contrary in this Agreement, RingCentral may act immediately and without notice to suspend or limit the Services if RingCentral reasonably suspects fraudulent or illegal activity in the Customer's Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the RingCentral Network provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. RingCentral will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If Customer anticipates legitimate but unusual activity on its Account, Customer should contact RingCentral Support in advance to avoid any Service disruption. ii. Emergency Services RingCentral's policy governing the provision of emergency services accessed via the Services is available at his -J www,ringcenL l_.ccoiELIg al emer Pncy-services.htr-al. iii. Numbering Policies The provision, use, and publication of numbers used in conjunction with the Services are governed by RingCentral's Numbering Policies, available at ht ps:Z/vwww.rin cerctral.coaa2 ieg�r@fperlicies ricam grin - olLic .Irbil. 6. Termination A. Termination for Cause Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by giving written notice to the other Party if the other Party: i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) upon the commencement by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors. Customer may terminate the Services on thirty (30) days' written notice if RingCentral notifies Customer of a modification that has a material adverse effect on Customer's use of the Services that the Parties cooperating in good faith are unable to materially mitigate to Customer's reasonable satisfaction within ninety (90) days of such modification. B. Effect of Termination a) If Customer terminates the Services, a portion of the Services, or this Agreement in its entirety due to RingCentral's material breach under Section 6(A)(i) (Termination for Cause), Customer will not be liable for any fees or charges for terminated Services for any period subsequent to the effective date of such termination (except those arising from continued usage before the Services are disconnected), and RingCentral will provide Customer a pro -rata refund of any prepaid and unused fees or charges paid by Customer for terminated Services. MSA USA 20180319 Page 5 of 22 DocuSign Envelope ID: 6A3E734D-F21 E-48217-13173A-49344C334E913 b) If this Agreement or any Services are terminated for any reason other than as a result of a material breach by RingCentral or as set forth in Section 14(D) (Force Majeure) or Section 14(1) (Regulatory and Legal Changes) the Customer must, to the extent permitted by applicable Law and without limiting any other right or remedy of RingCentral, pay within thirty (30) days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then -current Term plus related Taxes and fees. 7. intellectual Property A. Limited License 1. Subject to, and conditional upon Customer's compliance with, the terms of this Agreement, RingCentral grants to Customer and its End User, a limited, personal, revocable, non-exclusive, non -transferable (other than as permitted under this Agreement), non-sublicensable license to use any software provided or made available by RingCentral to the Customer as part of the Services ("Software") to the extent reasonably required to use the Services as permitted by this Agreement, only for the duration that Customer is entitled to use the Services and subject to the Customer being current on its payment obligations. 2. Customer will not, and will not allow its End Users, to: a) Sublicense, resell, distribute or assign its right under the license granted under this Agreement to any other person or entity; b) modify, adapt or create derivative works of the Software or any associated documentation; c) reverse engineer, decompile, decrypt, disassemble or otherwise attemptto derive the source code for the Software; d) use the Software for infringement analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer isauthorized to use; e) create any competing Software or Services; or f) remove any copyrightor other proprietary or confidential notices on any Software or Services. B. IP Rights RingCentral's Rights Except as expressly provided in this Agreement, the limited license granted to Customer under Section 7(A) (Limited License) does not convey any ownership or other rights or licenses, express or implied, in the Services, any related materials, or in any Intellectual Property and no IP Rights or other rights or licenses are granted, transferred, or assigned to Customer, any End User, or any other party by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved and retained by RingCentral and its licensors. The Software and Services may comprise or incorporate services, software, technology or products developed or provided by third parties, including open source software or code. Customer acknowledges that misuse of RingCentral Services may violate third -party IP rights. ii. Customer Rights MSA USA 20180319 Page 6 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B As between RingCentral and Customer, Customer retains title to all IP Rights that are owned by the Customer or its suppliers. To the extent reasonably required or desirable for the provision of the Services, Customer grants to RingCentral a limited, personal, non-exclusive, royalty -free, license to use Customer's IP Rights in the same. Customer must provide (and is solely responsible for providing) all required notices and obtaining all licenses, consents, authorizations or other approvals related to the use, reproduction, transmission, or receipt of any Customer Content that includes personal or Confidential Information or incorporates any third -party IP rights. C. Use of Marks Neither Party may use or display the other Party's trademarks, service mark or logos in any manner without such Party's prior written consent. 8. Confidentiality A. Restrictions on Use or Disclosures by Either Party During the Term of this Agreement and for at least one (1) year thereafter, the Receiving Party shall hold the Disclosing Party's Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information. Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to it in order to perform or exercise such Party's rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Each Party may disclose the other Party's Confidential Information in any legal proceeding or to a governmental entity as required by Law. These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such information; after it has become generally available to the public without breach of this Agreement by the Receiving Party; which at the time of disclosure was already known to the Receiving Party, without restriction as evidenced by documentation in such Party's possession; or which the Disclosing Party confirms in writing is free of such restrictions. Upon termination of this Agreement, the Receiving Party will promptly delete, destroy or, at the Disclosing Party's request, return to the Disclosing Party, all Disclosing Party's Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with certification of compliance with this subsection. 9. Data Protection A. Data Privacy RingCentral respects Customer's privacy and will only use the information provided by Customer to RingCentral or collected in the provision of the Services in accordance with the Privacy Notice, which can be found at http://www.ringcentral.com/legal/privacy-notice.htmi. RingCentral may MSA USA 20180319 Page 7 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-l3F3A-49344C334E96 update the Privacy Notice from time to time, and will provide notice of such update to Customer at the email address on file with the Account. Such updates will be effective thirty (30) days after such notice to Customer. B. Data Security RingCentral will take commercially reasonable precautions, including, without limitation, technical (e.g., firewalls and data encryption), administrative and physical measures, to help safeguard Customer's Account, Account Data, and Customer Content against unauthorized use, disclosure, or modification. Customer must protect all End Points using industry -standard security measures. Customer is solely responsible to keep all user identifications and passwords secure. Customer must monitor use of the Services for possible unlawful or fraudulent use. Customer must notify RingCentral immediately if Customer becomes aware or has reason to believe that the Services are being used fraudulently or without authorization by any End User or third party. Failure to notify RingCentral may result in the suspension or termination of the Services and additional charges to Customer resulting from such use. RingCentral will not be liable for any charges resulting from unauthorized use of Customer's Account. C. Software Changes RingCentral may from time to time push software updates and patches directly to Customer's device(s) for installation and Customer will not prevent RingCentral from doing so. Customer must implement promptly all fixes, updates, upgrades and replacements of software and third - party software that may be provided by RingCentral. RingCentral will not be liable for inoperability of the Services or any other Services failures due to failure of Customer to timely implement the required changes. 10. Limitation of liability A. Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (2) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW. B. Direct Damages. EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PREVIOUS SIX (6) MONTHS. LIMITATIONS UNDER THIS SECTION 10(B) (DIRECT DAMAGES) WILL NOT APPLY TO: 1) CUSTOMER PAYMENT OBLIGATIONS; 11) EITHER PARTY'S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY'S IP RIGHTS; 111) EITHER PARTY'S LIABILITY MSA USA 20180319 Page 8 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR CRIMINAL MISCONDUCT; OR IV) CUSTOMER'S LIABILITY RESULTING FROM USE OF THE SERVICES IN BREACH OF THE ACCEPTABLE USE POLICY OR EMERGENCY SERVICES POLICY, (V) A PARTY'S LIABILITY ARISING FROM DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR ANY OTHER LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW. C. Survival. The limitations of liability contained in this Section 10 (Limitation of Liability) will survive termination or expiration of this Agreement and apply in any and all circumstances (except as expressly set forth above), including without limitation in the event of any failure of the essential purpose of any limited warranty or available remedy provided herein. 11. Indemnification A. Indemnification by RingCentral i) RingCentral agrees to indemnify, defend, and hold harmless the Customer at RingCentral's expense, from and against any and all third -party claims or causes of action, ("Third Party Claim") alleging that the Services as provided by RingCentral infringe or misappropriate the patent, copyright, trademark or trade secret rights of a third party. Further, RingCentral will indemnify and hold harmless the Customer from all damages, reasonable costs and attorneys' fees finally awarded against the Customer by a court of competent jurisdiction in connection with such Third -Party Claim or agreed to in a written settlement agreement approved in writing by RingCentral. ii) RingCentral will have no indemnification obligations under subsection (i) above if the Third Party Claim arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by RingCentral in writing; (b) modifications to the Services not made by RingCentral; (c) Customer Content; (d) failure to promptly install any updates of any software or firmware or accept or use any modified or replacement items provided by or on behalf of RingCentral, provided free of charge, (e) breach of the Agreement or misuse of the Services, or (f) a Third Party Claim by Customer's Affiliate, successor, or assignee. iii) If such a claim is made or appears possible, Customer agrees to permit RingCentral, at RingCentral's sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non -infringing, or (b) obtain the right for Customer to continue use. If RingCentral determines that neither alternative is commercially reasonable, RingCentral may terminate this Agreement, in its entirety or with respect to the affected Service, component or part, effective immediately on written notice to Customer in which case Customer will not owe any fees or charges for any period subsequent to the date of such termination, and will be entitled to receive a refund of any prepaid but unused fees for the terminated Services. RingCentral's obligations under this Sub -Section will be RingCentral's sole and exclusive liability and Customer's sole and exclusive remedies with respect to any actual or alleged intellectual property violations. B. Indemnification by Customer To the extent permitted by the laws and the Constitution of the jurisdiction of the TIPS Member Customer, Customer agrees to indemnify, defend RingCentral and its Affiliates at Customer's expense, from and against any and all Third Party Claims, arising out of or in connection with: i) material violation of applicable Law by the Customer or its End Users in connection with the use of the Services; ii) use of the Services in a manner not authorized by MSA USA 20180319 Page 9 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B this Agreement; iii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided by or on behalf of RingCentral, or iv) claims relating to Customer Content. Further, to the extent permitted by the laws and the Constitution of the jurisdiction of the TIPS Member Customer, Customer will indemnify and hold harmless RingCentral against all damages, costs, and attorneys' fees finally awarded against RingCentral by a court of competent jurisdiction in connection with such Third -Party Claim, or agreed to in a written settlement agreement approved in writing by the Customer. C. Defense and Indemnification Procedures Any Party seeking defense or indemnification (the "Indemnified Party") must provide the Party from which it seeks such indemnification or defense (the "Indemnifying Party") with the following: (a) prompt written notice of the Third -Party Claim, (b) sole control over the defense and settlement of the Third -Party Claim, and (c) reasonable information, cooperation, and assistance in connection with the defense and settlement of the Third -Party Claim. The Indemnified Party's failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section (Indemnification), except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party will have the right to participate at its own expense in the defense of such Third -Party Claim, including any related settlement negotiations. No such claim may be settled or compromised by the Indemnifying Party without the Indemnified Party's express written consent (which such consent may not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third -Party Claim. 12. Warranties A. RingCentral Warranty RingCentral will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of this Agreement. To the extent permitted by Law, RingCentral shall pass through to Customer any and all warranties RingCentral receives in connection with equipment provided to Customer. B. Customer Warranty Customer's and its End Users' use of the Services must at all times comply with all applicable Laws and this Agreement. C. Disclaimer of Warranties EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND RINGCENTRAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. MSA USA 20180319 Page 10 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 13. Dispute Resolution A. Good Faith Attempt to Settle Disputes In the event of any dispute or claim arising out of or relating to the Agreement (a "Dispute"), each Party will appoint a duly authorized representative which will confer before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute. B. Venue In the event that the Parties are unable to resolve a Dispute, any related action, lawsuit, or proceeding must be brought in and adjudicated exclusively by state or federal courts located in the state of Florida, United States of America. Each Party hereby consents to and agrees to submit to the exclusive venue and personal jurisdiction of such courts with respect to any such actions or lawsuits and irrevocably waives any right that it might have to assert that either forum is not convenient or that any such courts lack jurisdiction. C. Equitable Relief Any breach of either Party's IP Rights will cause that Party irreparable harm for which monetary damages will be inadequate and such Party may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement, in additional to any other relief to which such Party may be entitled under applicable Law. D. Limitations Except for actions for nonpayment or liability arising from Section 10 (Indemnification), no claim, suit, action or proceeding relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued. 14. Miscellaneous A. Relationship of the Parties RingCentral and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between RingCentral and Customer. B. Assignment Neither Party may assign the Agreement or any portion thereof without the other Party's prior written consent (which such consent may not be unreasonably withheld or delayed), however either Party may assign the Agreement and all of that Party's rights and obligations thereunder without consent (a) to an Affiliate; (b) to the Party's successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connection with the provision of Services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of a Party's voting control or assets. This Agreement will bind and inure to the benefit of the Parties, and their permitted assigns and successors. C. Notices Except where otherwise expressly stated in the Agreement, all notices or other communications must be in English and are deemed to have been fully given when made in writing and delivered MSA USA 20180319 Page 11 of 22 DocuSign Envelope ID: 6A3E734D-F21E482F-BF3A-49344C334E9B in person, upon delivered email, confirmed facsimile, or five days after deposit with an reputable overnight courier service, and addressed as follows: To RingCentral at RingCentral, Inc., Legal Dept., 20 Davis Drive, Belmont, CA 94002 USA, with a copy to leaal@rinRcentral.com. To Customer at the address stated in the Order Form. The addresses to which notices may be given by either Party may be changed upon written notice given to the other Party pursuant to this Section or by Customer in the Administrative Portal. D. Force Majeure Excluding either Party's payment obligations under the Agreement, neither Party will be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party's reasonable control, including without limitation any act of God; national emergency; third -party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labor disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party. E. Third -Party Beneficiaries RingCentral and Customer agree that there will be no third -party beneficiaries to this Agreement. F. Headings, Interpretation The headings, section titles, and captions used in the Agreement are for convenience of reference only and will have no legal effect. All defined terms include related grammatical forms, and, whenever the context may require, the singular form of nouns and pronouns include the plural, and vice versa. The Parties agree that this Agreement will be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore should not be construed against a Party or Parties on the grounds that the Party or Parties drafted or was more responsible for drafting the provision(s). G. Governing Law The Agreement is governed by the Laws of the State of Florida, excluding its choice of Law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Customer's use of the products or Services. H. Anti -Bribery Each Party represents that in the execution of this Agreement and in the performance of its obligations under this Agreement it has complied and will comply with all applicable anti -bribery Laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar applicable Laws. Export Control Any services, products, software, and technical information (including, but not limited to, services and training) provided pursuant to the Agreement may be subject to U.S. export Laws and regulations. Customer will not use distribute, transfer, or transmit the services, products, MSA USA 20180319 Page 12 of 22 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B software, or technical information (even if incorporated into other products) except in compliance with U.S. and other applicable export regulations. J. Regulatory and Legal Changes In the event of any change in Law, regulation or industry change that would prohibit or otherwise materially interfere with RingCentral's ability to provide Services under this Agreement, RingCentral may terminate the affected Services or this Agreement or otherwise modify the terms thereof. K. Entire Agreement The Agreement, together with any exhibits, Order Forms, and Attachments, each of which is expressly incorporated into this Agreement with this reference, constitutes the entire agreement between the Parties and supersedes and replaces any and all prior or contemporaneous understandings, proposals, representations, marketing materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject. L. Order of Precedence In the event of any conflict between the documents comprising this Agreement, precedence will be given to the documents in the following descending order: (i) the applicable Order Form; (ii) the main body of this Agreement; (iii) Use Policies and Privacy Notice incorporated by reference in this Agreement; (iv) the applicable Service Attachment; and (v) and any other document expressly referred to in this Agreement which governs the Services. M. Amendments Except as otherwise provided, this Agreement may only be modified by a written amendment executed by authorized representatives of both Parties. In no event will handwritten changes to any terms or conditions, including in the applicable Order Form, be effective. N. Severability and Waiver In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision(s) will be stricken and the remainder of this Agreement will remain legal, valid and binding. The failure by either Party to exercise or enforce any right conferred by this Agreement will not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement of any such or other right on any later occasion. Except as otherwise expressly stated in this Agreement, all rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at Law, or in equity. O. Publicity Subject to Customer's prior written approval, which may not be unreasonably withheld or denied, in each instance, and notwithstanding anything to the contrary in this Agreement, RingCentral may identify Customer as a customer (including use of any Customer logo or trademark) and may refer to this Agreement during its earnings calls and in connection with its business deals, press releases, and marketing and/or promotional materials. P. Execution Each Party represents and warrants that: (a) it possesses the legal right and capacity to enter into the Agreement and to perform all of its obligations thereunder; (b) the individual signing the Agreement and (each executable part thereof) on that Party's behalf has full power and MSA USA 20180319 Page 13 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B authority to execute and deliver the same; and (c) the Agreement will be a binding obligation of that Party. Q. Counterparts This Agreement may be executed electronically and in separate counterparts each of which when taken together will constitute one in the same original. R. Survival The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement or an Order Form will survive expiration or termination of this Agreement or the Order Form, including without limitation payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions and miscellaneous. MSA USA 20180319 Page 14 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B EXHIBIT A DEFINITIONS Definitions. Capitalized terms used in this Agreement but otherwise not defined have the following meaning: 1. "Account" means the numbered account established with RingCentral and associated with Customer and the Services provided to Customer under this Agreement. For billing and convenience purposes, multiple services, Digital Lines, or End Users may be included in a single billing account, and/or a single Customer may have multiple billing accounts encompassing different geographic locations, business units, or other designations as requested by Customer and accepted by RingCentral. 2. "Account Administrator" means the person(s) who have been granted authority by Customer to set up, amend, or otherwise control settings and/or make additional purchases for the Account via the Administrative Portal. Account Administrators may have varying levels of Account rights, skills, or permissions. 3. "Account Data" means: any business contact information provided with the Account; RingCentral-generated logs of calling or other metadata developed or collected in the provision of the Services; configuration data; and records of Digital Lines and any Services purchased under this Agreement. 4. "Administrative Fees" means any administrative recovery fees, 911 cost recovery fees and the like separately charged by RingCentral to Customer. S. "Administrative Portal" means the online administrative portal through which Account Administrators control settings and/or make additional purchases for the Account. 6. "Affiliate(s)" means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, and "control' means beneficial ownership of greater than fifty percent (50%) of an entity's then -outstanding voting securities or ownership interests. 7. "Attachment (s)" means documents appended to the contract containing additional terms for products and Services. Attachments are part of this Agreement. 8. "Confidential Information" means any information disclosed by or on behalf of the Disclosing Party) to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure. 9. "Customer Content" means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, shared files, conferences or other communications transmitted or stored through the Services. 10. "Digital Line" means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits an End User generally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account. 11. "Disclosing Party" means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed by such Party's agents, including but not limited to, its Affiliates, officers, directors, employees and attorneys. 12. "Dispute" has the meaning set forth in Section 13(A) (Good Faith Attempt to Settle Disputes). MSA USA 20180319 Page 15 of 22 DocuSign Envelope ID: 6A3E734D-F21 E-48217-13HA-49344C334E96 13. "End Point" means an application or device through which any End -User might access and/or use any of the Services, including without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations. 14. "End User" means an individual user to whom Customer makes the Services available, and may be a natural person, and may include but is not limited to Customer's employees, consultants, clients, external users, invitees, contractors and agents. 15. "Helpdesk" means first-tier support provided to End Users by Customer. 16. "Indemnifying Party" and "Indemnified Party" have the meanings set forth in Section 11(C) (Defense and Indemnification Procedures). 17. "Initial Term" has the meaning set forth in Section 2(E) (Services Term). 18. "Intellectual Property Rights" or "IP Rights" means all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and "moral" rights; (c) the protection of trade and industrial secrets and Confidential Information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) a person's name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations -in -part, renewals, reissuances and extensions of the foregoing (as applicable). 19. "Law" means any law, statute, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrative order or ruling of any governing Federal, State, local or non -U.S. governmental body with jurisdiction over the Services. 20. "Order Form(s)" means a request for Service describing the type and quantity of Services purchased under this Agreement, prepared by RingCentral and executed by Customer. 21. "Receiving Party" means the Party or its agents, including, but not limited to its Affiliates, officers, directors, employees and attorneys receiving Confidential Information. 22. "Renewal Term" has the meaning set forth in Section 2(E) (Services Term). 23. "RingCentral Customer Care" means RingCentral's Customer support operations, available at httos: success.entra9, q!II/i Cont ctSu 24. "RingCentral Network" means the network and supporting facilities between and among the RingCentral points of presence ("PoP(s)"), up to and including the interconnection point between the RingCentral's network and facilities, and the public Internet, private IP networks, and the Public Switched Telephone Network (PSTN). The RingCentral Network does not include the public Internet, a Customer's own private network, or the PSTN. 25. "Service(s)" means all services provided under this Agreement, and set forth in one or more Order Form(s). 26. "Start Date" means the date so identified in the relevant Order Form or the date on which Customer orders Services via the Administrative Portal. 27. "Taxes" means any and all federal, state, local, municipal, foreign and other taxes and fees charged or collected from Customers, including but not limited to any Universal Service Fund, TRS and 911 taxes and fees. 28. "Term" means the Initial Term plus any Renewal Terms. MSA USA 20180319 Page 16 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 29. "Third Party Claim" has the meaning set forth in Section 11(A) (Indemnification by RingCentral). 30. "Use Policy" refers to any of the policies identified in Section 5(B) (Use Policies). MSA USA 20180319 Page 17 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B ATTACHMENT A Service Attachment — RingCentral Office Services This Service Attachment is a part of the Master Services Agreement (the "Agreement") that includes the terms and conditions agreed by the Parties under which RingCentral will provide the RingCentral Office Services to Customer. 1. Service Overview RingCentral Office is a cloud -based unified communications service that includes enterprise - class voice, fax, text, call handling, mobile apps, and BYOD capability that integrates with a growing list of applications. RingCentral Office includes Voice Services, including extension -to -extension calling and the ability to make and receive calls to and from the public switched telephone network (PSTN) RingCentral Meetings, a video and audio conferencing service, including screen sharing Collaboration Tools, including One -to -One and Team Chat, File Sharing, task management, SMS/Texting (where available) and other innovative tools RingCentral Office Services may be accessed from a variety of user End Points, including IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations. 2. Office Purchase Plans A. Tiers of Service RingCentral Office is made available in several pricing tiers, which are described more fully at 1t� Pz../Lm,riLmentral.corn(of�'ic�if tolansanci iLlLiF htMI. RingCentral offers unlimited monthly plans for some of its products and services, RingCentral Services are intended for regular business use. "Unlimited" use does not permit any use otherwise prohibited by the Acceptable Use Policy, available at hits: www.r__, i cecentral.corri ie a9 acce~)t�iale-us�Lolic html, including trunking, access stimulation, reselling of the Services, etc. B. Minute and Calling Credit Bundles Minute Bundles, e.g., Toll Free Minute Bundles, can be purchased in incremental buckets of minute in addition to any number of minutes included with the purchased tier. Inbound Toll Free minutes are deducted from included minutes, purchased Minute Bundles, or charged as overage at the rates currently in effect. International Calling Credit Bundles can be purchased in addition to any base amount included with the purchased tier. International External Calls are charged against Calling Credits on the Account per destination rates, or as overage once Calling Credits are exceeded. Currently effective rates are available at Iitt. www.rirtgggatr,3lwco su ortf international-rates.html. MSA USA 20180319 Page 18 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Extension -to -Extension Calls within the Customer account never incur any usage fee and are unlimited, except to the extent that such calls are forwarded to another number that is not on the Customer account. Additional Calling Credits may be purchased through the Auto -Purchase feature, which can be selected for automatic purchase in various increments on the Administrative Portal. Auto - Purchase is triggered when the combined usage of all End Users on an Account exceeds the total Calling Credits or when End Users make calls with additional fees (e.g., 411). Minute Bundles and Calling Credit Bundles expire at the end of month and cannot roll over to the following month. Auto -Purchased Calling Credits expire twelve (12) months from date of purchase. Bundles may not be sold, transferred, assigned, or applied to any other customer. 3. N11 and other Calling Operator Assisted Calling, 311, 511 and other N11 Calling. RingCentral does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls). The Services may not support 211, 311, 411, 511 and/or N11 calling in one or more service areas. Additional charges may apply for these calls. 4. Directory Listing Service RingCentral offers directory listing (the "Directory Listing Service"). If Customer subscribes to the Directory Listing Service, RingCentral will share certain Customer Contact Data with third parties as reasonably necessary to include in the phone directory ("Listing Information"). This information may include, but is not limited to, Customer's company name, address, and phone numbers. Customer authorizes RingCentral to use and disclose the Listing Information for the purpose of publishing in, and making publicly available through, third -party directory listing services, to be selected by RingCentral or third -party service providers in their sole discretion. Customer acknowledges that by subscribing to the Directory Listing Service, Customer's Listing Information may enter the public domain and that RingCentral cannot control third parties' use of such information obtained through the Directory Listing Service. Opt Out. Customer may opt out of the Directory Listing Service at any time, however RingCentral is not obligated to have Customer's Listing Information removed from third -party directory assistance listing services that have already received Customer's information. No Liability. RingCentral will have no responsibility or liability for any cost, damages, liabilities, or inconvenience caused by calls made to Customer's telephone number; materials sent to Customer, inaccuracies, errors or omissions with Listing Information; or any other use of such information. RingCentral will not be liable to Customer for any use by third parties of Customer's Listing Information obtained through the Directory Listing Service, including without limitation the use of such information after Customer has opted out of the Directory ListingService. MSA USA 20180319 Page 19 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B S. RingCentral Global Office RingCentral Global Office provides a single communications system to companies that have offices around the world, offering localized service in countries for which Global Office is available. Additional information related to Global Office Services is available at i,t j yv w� y rin central corn fle awl policies o6 al-office-cotLn ries.l°titml. This section sets forth additional terms and conditions concerning RingCentral's Global Office for customers that subscribe to it. A. Emergency Service Limitations for Global Office RingCentral provides access to Emergency Calling Services in many, but not all, countries in which RingCentral Global Office is available, allowing End Users in most countries to access Emergency Services (911 in the United States and Canada, 999/112 in the United Kingdom and throughout the European Union, and any other applicable Emergency Services number). Emergency Services may only be accessed within the country in which the Digital Line is assigned, e.g., an End User with a Digital Line assigned in Ireland may dial Emergency Services only within Ireland. Access to Emergency Calling Services in RingCentral Global Office countries, where available, is subject to the Emergency Services Policy, available at httas: � !v+v�r riati„gc N�trlrmcc�m [e�al/-ryefpeD-services.htmi. Customer must make available and will maintain at all times traditional landline and/or mobile network telephone services that will enable End Users to call the applicable Emergency Services number. Customer may not use the RingCentral Services in environments requiring fail-safe performance or in which the failure of the RingCentral Services could lead directly to death, personal injury, or severe physical or environmental damage. B. Global Office Provided Only in Connection with Home Country Service. RingCentral provides Global Office Service only in connection with Services purchased in the Home Country. RingCentral may immediately suspend orterminate Customer's Global Office Services if Customer terminates its Digital Lines in the Home Country. All invoicing for the Global Office Services will be done in the Home Country on the Customer's Account, together with other Services purchased under this Agreement, using the Home Country's currency. Customer must at all times provide a billing address located in the Home Country. RingCentral will provide all documentation, licenses, and services in connection with the Global Office Service in English; additional language support may be provided at RingCentral's sole discretion. C. Relationships with Local Providers. In connection with the provision of RingCentral Global Office Services, RingCentral relies on local providers to supply certain regulated communication services; for example (i) for the provision of local telephone numbers within local jurisdictions; (ii) to enable you to place local calls within local jurisdictions; and (iii) to enable You to receive calls from non-RingCentral numbers on Customer's Global Office telephone number(s), by connecting with the local public switched telephone network. Customer hereby appoints RingCentral as Customer's agent with power of attorney (and such appointment is coupled with an interest and is irrevocable during the Term) to conclude and enter into agreements with such local providers on Customer's behalf to secure such services. MSA USA 20180319 Page 20 of 22 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B RingCentral's locally licensed affiliates provide all telecommunications services offered to Customer within the countries in which such affiliates are licensed. RingCentral, Inc., is responsible for all contracting, billing, and customer care related to those services. 6. Definitions Definitions. Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service Attachment, the following terms have the meanings set forth below: 31. "Digital Line" means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits the End User generally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account. 32. "End Point" means an application or device through which any End -User might access and/or use any of the Services, including without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations. 33. "Extension -to -Extension Calls" means calls made and received between End Points on the Customer Account with RingCentral, regardless of whether the calls are domestic or international. 34. "External Calls" means calls made to or received from external numbers on the PSTN that are not on the Customer Account with RingCentral. 35. "Home Country" means the United States or the country that is otherwise designated as Customer's primary or home country in the Order Form. MSA USA 20180319 Page 21 of 22 DocuSign Envelope ID: 6A3E734D-F21 E-48217-13FM-49344C334E96 Attachment B SERVICE ATTACHMENT– RINGCENTRAL PROFESSIONAL SERVICES AGREEMENT This Service Attachment is a part of the Master Services Agreement (the "Agreement") that includes the terms and conditions agreed by the Parties under which RingCentral will provide the RingCentral Professional Services to Customer. In the event of any conflict between the provisions of the Agreement and the provisions of this Professional Services Agreement (the "PS Agreement"), such provisions of this PS Agreement will prevail. 1. Service Overview RingCentral shall provide the implementation, installation, consulting, configuration services and other professional services ("Professional Services") as described and agreed upon in writing between the Parties pursuant to a statement of work ("Statement of Work" or "SOW"). The Professional Services may include the creation and delivery of customized software, documentation or other work product ("Deliverables"). 2. Project Phases The Professional Services may be delivered in one or more phases. The SOW will specify the milestone, objectives, Deliverables, Sites, fees and other components that are included in the scope of each phase ("Project Phase"). The Professional Services may also be provided on a time and material basis ("T&M Services") paid by the hour based on the then current T&M Services hourly rate offered by RingCentral, and calculated on the bases of RingCentral service records. Customer agrees that the delivery, installation, testing, acceptance and payment for the Professional Services rendered under any one Project Phase is not dependent on the delivery, installation, testing, acceptance and payment for the Professional Services under any other Project Phase. Each Project Phase will be billed upon Acceptance, and payment for each Project Phase is due in full within the applicable payment period agreed between the parties and is non-refundable. 3. Customer Sites and Site Visits In the event the Parties agree that the Professional Services must be performed at one or more Customer facility(ies) ("Site(s)"), the Site(s) will be separately identified in the applicable SOW. Each visit to a separate Customer Site will be considered a separate "Site Visit". When so stipulated in the SOW, each Site may constitute a Project Phase. Customer has the following obligations with respect to all Site Visits: a. Customer will maintain and ensure safe working conditions at each Site and shall promptly inform the RingCentral project manager of any known hazardous conditions at any Site prior to any visit by RingCentral Personnel. b. Customer shall ensure that all Site hardware and network environment meets or exceed the requirements set forth in the Statement of Work and in "RingCentral VoIP Network Requirements and Recommendations" which can found at: h�:tP_sL,.uccgsL rt_ r cL n_ LaLccqm�F rtl.c9es ( Kr-oe l—e-dyµ a rticle 9233 Attachment — PS Agreement 20180315 Page 1 of 4 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B C. Customer shall provide RingCentral with all reasonable information, cooperation, and assistance that RingCentral requests in connection with performing the Services, including without limitation providing RingCentral with access to Customer's systems and networks and related system and network administrators. Any failure on the part of Customer to provide the cooperation requested by RingCentral, or to provide the information or hardware and software environment required, may result in the need for a Change Order to contemplate additional fees and extended timelines to accommodate Customer's failure to do so. d. Customer shall ensure that at least ten (10) business days prior to a Site Visit or as otherwise agreed in the applicable SOW, the Customer Project Manager shall provide to the RingCentral Project Manager the following information for the Site to be visited: L a fully completed Site Survey Data form which can be accessed and completed at http://www.guickbase.com (Customer will be given a username and password for access to the site upon execution of the applicableSOW); i the first and last name, extension number, and email address for delivery of message notification emails of each User for which the Services are to be implemented at the Site and any other information that RingCentral requests to configure the digital lines that are part of such Services to be implemented (this information needs to be in the form of a Microsoft Excel file suitable for use with the Plan Service's bulk configuration utility); F. written or illustrated diagrams of Customer's current and proposed dial plans and data and call flows; and iv information related to configurations, equipment, and deployment requirements for the Site, as requested by RingCentral. 4. Late Site Visit Change. The Parties acknowledge and agree that Customer's cancellation or change of the dates of a Site Visit at any time during the ten (10) business days immediately prior to the date that the Site Visit is scheduled to take place (a "Late Site Visit Change") will cause RingCentral to incur in expenses and losses (including without limitation RingCentral's costs in rescheduling the Site Visit and/or loss of opportunity for other business during the period during which such Site Visit was to take place). Accordingly, Customer agrees that for each Late Site Visit Change, Customer shall incur (at the time of cancellation or change) and be liable for, as liquidated damages, an amount equal to eight (8) hours of RingCentral T&M Services at RingCentral's then -current T&M Services hourly rate (as set forth in the applicable SOW), as well as any Service Expenses (set at $2,500 per trip) that have already been expended by RingCentral. The Parties acknowledge and agree that this amount is a fair, reasonable, and appropriate pre -estimate of the losses that RingCentral will incur as a result of any single Late Site Visit Change. S. Professional Services Acceptance Each SOW will identify the specific criteria required forthe completion of each Project Phase ("Completion Criteria"). Unless otherwise agreed between the parties in the SOW, upon RingCentral's completion of the Professional Services for each Project Phase, RingCentral will review the Completion Criteria with Customer and will present to the Customer the Professional Services Project Completion Signoff Form ("PCF") forthat Project Phase. Notwithstanding anything to the contrary in this PS Agreement or any SOW, RingCentral's obligations under any Project Phase are deemed accepted and the Professional Services Attachment — PS Agreement 20180315 Page 2 of 4 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B under such Project Phase shall be considered completed in full and billable upon any of the following ("Acceptance"): a. Customer executes the PCF. b. If RingCentral presents Customer with the PCF and the Customer fails to execute the PCF within three (3) days, unless the Customer provides to RingCentral, within those three (3) days, with a detailed description of the items that are outstanding or that are materially non- conforming with the Completion Criteria applicable to the specific Project Phase. If RingCentral timely receives a rejection notice, then RingCentral will complete or re- perform any portion of the non -conforming Professional Services, and re -submit the PCF for the Project Phase to the Customer for Acceptance as described above. If RingCentral timely receives from the Customer a second rejection notice, and RingCentral, in its reasonable discretion determines that the Professional Services for the Project Phase were properly completed in accordance with the Completion Criteria, the Project Phase will be deemed to have been Accepted. C. Production Use: Unless otherwise agreed in writing between the parties, production use will constitute Acceptance for all purposes of this PS Agreement. d. In the event of termination of the applicable SOW as set forth below. e. T&M Services. Acceptance for T&M Services is deemed accepted upon performance. 6. Payment a. The SOW will set forth the fees that the Customer will pay to RingCentral for each Project Phase, and the rates for T&M Services. Customer will compensate RingCentral fees and expenses for the Services as set forth in the applicable SOW. Customer acknowledges and agrees that all fees and charges shall be due and payable without any deduction, withholding, or offset of any kind, including without limitation for any levy ortax. b. Invoicing and Payment of Professional Services fees. Except to the extent otherwise provided in an SOW, all amounts due under this PS Agreement for Professional Services other than T&M Services, shall be invoiced upon Acceptance of each Project Phase. T&M Services will be invoiced Monthly in arrears. The payment term for each invoice is set forth in the Agreement. c. Service Expenses. In addition to the fees and expenses set forth in the applicable SOW, Customer agrees to reimburse RingCentral for its fixed travel, meal, and lodging expenses incurred in connection with any Site Visit ("Service Expenses"). Travel, meal, and lodging expenses shall be invoiced upon Acceptance of each Project phase, alongside all other amounts due under this PS Agreement, on a per-trip/per resource basis, at a fixed rate of $2,500 per trip. RingCentral shall, after Customer request, provide information verifying the deployment of on-site resources, but all invoices regarding Service Expenses shall only reference the fixed cost mentioned above, as applicable. d. Additional Fees. Customer agrees to incur and be liable for any additional fees or other amounts provided for in this PS Agreement or the applicable SOW. These Additional fees may include, but are not limited to the following: L For any additional Site Visit(s) not included in the SOW, the Customer agrees to pay on a T&M Services basis, with a minimum fee equal to eight (8) hours of RingCentral per day at RingCentral's then -current T&M Services hourly rate. i Customer agrees to pay a reschedule fee of five hundred dollars ($500.00) for any Site Visit that must be rescheduled without at least ten (10) business days' notice to RingCentral. Attachment — PS Agreement 20180315 Page 3 of 4 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B e. Full Statement of Conditions for Customer Payment Obligations. In no event shall Customer's incurring of or obligation to pay any amount under this PS Agreement be contingent on or tied in any way to the occurrence of any event not specifically identified in this PS Agreement, as such a condition with respect to such amounts. 7. Changes to SOWS Changes to any applicable SOW shall be made only in a mutually executed written change order between RingCentral and Customer (a "Change Order"), outlining the requested change and the effect of such change on the Services, including without limitation the fees and the timeline as determined by RingCentral in its reasonable discretion. RingCentral shall have no obligation to commence work in connection with any Change Order until the Change Order is agreed upon by both Parties in writing. RingCentral has no obligation to provide any Professional Services outside the scope of an SOW. 8. Term and Termination a. Term. This PS Agreement shall remain in effect for as long as the Agreement is in effect, unless terminated in accordance with this Section. b. Termination. Either Party may terminate this PS Agreement, in whole or in part, with thirty (30) days' advance written notice to the other Party. Unless otherwise specified in the termination notice, the termination of one SOW or Project Phase shall not necessarily result in the termination of, or otherwise affect, any other SOW or Project Phase. c Effect of Termination. In the event that this PS Agreement, a SOW, or a Project Phase is terminated, in whole or in part, for any reason other than for RingCentral's material breach of this PS Agreement, Customer shall be obligated to pay RingCentral for: L any Professional Services and T&M Services that have been rendered up until the effective date of the termination; n all applicable Service Expenses incurred; and FL (50%) of the fees for any other Professional Services not yet performed, due under the Project Phase(s) being cancelled. d. Post -Termination Notice Wrap -Up. Upon receiving or providing notice of termination of this PS Agreement, RingCentral shall be relieved of and excused from any obligation to continue to perform Services or to perform under any then -current SOWs or Project Phase, as the case may be, but shall have the right to elect in its sole discretion to continue to perform such Services in the period prior to the applicable SOW's or Project Phase, as the case may be, termination. e. Obligations Upon Termination. Upon termination of this PS Agreement, Customer will promptly destroy or, at RingCentral's request, return to RingCentral, all RingCentral Confidential Information in their possession, including deleting or rendering unusable all electronic files and data that contain RingCentral Confidential Information, and will provide RingCentral with certification of compliance with this subsection. Attachment — PS Agreement 20180315 Page 4 of 4 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B ATTACHMENT C SERVICE LEVEL AGREEMENT FOR OFFICE SERVICES This Service Level Agreement for Office Services (the "Office SLA") is a part of the Master Services Agreement (the "Agreement") that includes the Service Availability levels RingCentral commits to deliver on the RingCentral Network for Voice Services, solely for Office Services. 1. Overview RingCentral will maintain the Quality of Service for Voice Services at the performance levels as defined below: Service Availability 99.999% (Monthly Calculation) Maximum Service Credit 30% of MRC (Monthly) Quality of Voice Service 3.8 MOS Score (Monthly Calculation) 2. Minimum Eligibility Customer is entitled to the benefits of this Office SLA only to the extent that Customer maintains a minimum of fifty (50) Digital Lines under the Office Service Attachment with a minimum twelve (12) month Initial Term and twelve (12) month Renewal Term. This Office SLA shall not apply to any period of time where Customer does not meet the foregoing requirements. 3. Service Delivery Commitments a. Calculation of Service Availability. Service Availability = [ 1 — ((number of minutes of Down Time x number of impacted users) / (total number users x total number of minutes in a calendar month)) x 100] Availability shall be rounded to nearest thousandth of a percent in determining the applicable credit. Service Credits for Down Time will not exceed 30% MRC. Attachment — SLAOF 20180315 Page 1 of 4 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B b. Calculation of Service Credits. Customer is entitled to Service Credits according to the following table: >_ 99.999 >_ 99.500 and < 99.999% a 99.000 and < 99.5000% _' 95.000 and < 99.000% < 95.000% 0% MRC 51 MRC 10% MRC 20% MRC 30% MRC c. Qualifying for Service Credits. Service Credits for Down Time will accrue only to the extent: L Down Time exceeds 1 minute; ii Customer reports the occurrence of Down Timeto RingCentral Customer Service by opening a Support Case within twenty-four (24) hours of the beginning of the applicable Down Time period and in accordance with RingCentral's published customer service procedures; irL Customer submits a written request for Service Credits to RingCentral Customer Service within ten (10) business days of the date the Support Case was opened by Customer, including a short explanation of the credit claimed and the number of the corresponding Support Case; iv. RingCentral confirms that the Down Time was the resultof an outage or fault on the RingCentral Network; and v. Customer is not in material breach of the Agreement, including its payments obligations. d. Finality of Decisions. Credits may be issued in RingCentral's sole reasonable discretion, and will expire at the expiration or termination of the Agreement. 4. Quality of Service Commitments a. Quality of Service Targets. RingCentral will maintain an average MOS score of 3.8 over each calendar month for Customer Sites in theTerritory, except to the extent that Customer endpoints connect via public WiFi, a low bandwidth mobile data connection (3G or lower), or Customer uses of narrowband codecs such asG.729. b. Quality of Service Report: Customer may request a Quality of Service Report for the preceding calendar month by submitting a Support Case. RingCentral will endeavor to provide the Quality of Service Report within five (5) business days. c. Diagnostic Investigation: If the Quality of Service Report shows a failure to meet the target 3.8 average MOS as calculated underthis Section, RingCentral will use industry - Attachment —SLAOF 20180315 Page 2 of DocuSign Envelope ID: 6A3E734D-F21 E-482F-l3F3A-49344C334E9l3 standard diagnostic techniques to investigate the cause of the failure. Customer shall cooperate with RingCentral in this investigation fully and in good faith. d. Diagnostic Remediation. Based on its investigation, RingCentral will provide a reasonable determination of the root cause(s) of any failure for the quality of service to meet the target MOS of 3.8. RingCentral will resolve any root cause(s) on the RingCentral Network; Customer shall timely implement settings or other resolution advised by RingCentral to improve the quality of service. S. Chronic Service Failures a) Service Availability: Customer may terminate the Agreement without penalty, and will receive a pro -rata refund of all prepaid, unused fees in the following circumstances if RingCentral fails to meet a Service Availability of at least 99.9% on the RingCentral Network for Voice Services during any three (3) calendar Months in any continuous 6 -Month period, and customer has timely reported Down Time as set forth herein. b) Quality of Service: Customer may terminate the affected Customers Sites under its Agreement without penalty, and will receive a pro -rata refund of all prepaid, unused fees in the following circumstances if RingCentral fails to meet the Minimum MOS, as measured in duly requested Quality of Service Reports, for the affected Customer Sites within four (4) months of the date of Customer's initial Support Case requesting a Quality of Service Report, except that such right inures only to the extent that Customer has complied fully and in good faith with the cooperation requirements and timely implemented all suggestions from RingCentral, in RingCentral's sole reasonable judgment. c) To exercise its termination right under this Office SIA, Customer must deliver written notice of termination to RingCentral no later than ten (10) business days after its right to right to terminate under this Section accrues. 6. Sole Remedy The remedies available pursuant to this SIA (i.e. the issuance of credits and termination for chronic service failure) shall be Customer's sole remedy for any failure to meet committed services levels under this SLA. For the avoidance of doubt, this clause does not bar or otherwise limit the remedies Customer may otherwise have for RingCentral's breach of the Agreement, subject to the limitations therein. 7. Definitions Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service Level Agreement, the following terms have the meanings set forth below: "Down Time" is an unscheduled period during which the Voice Services for RingCentral Office on the RingCentral Network are interrupted and not usable, except that Down Time does not include unavailability or interruptions due to (1) acts or omissions of Customer; (2) an event of a Force Majeure; or (3) Customer's breach of the Agreement. Down Time begins to accrue after one (1) minute of unavailability, per incident. "MOS" means the Mean Opinion Score, determined according to the ITU -T E -model, as approved in June 2015, rounding to the nearest tenth of a percent. MOS provides a prediction of the expected voice quality, as perceived by a typical telephone user, for an Attachment — SLAOF 20180315 Page 3 of 4 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E96 0 0 end-to-end (i.e. mouth -to -ear) telephone connection under conversational conditions. MOS is measured by RingCentral using network parameters between the Customer endpoint, e.g., the IP Phone or Softphone, and the RingCentral Network, and will accurately reflect quality of the call to the caller using the Voice Services. "MRCYneans the monthly recurring subscription charges (excluding taxes, administrative or government mandated fees, metered billings, etc.) owed by Customer to RingCentral for Office Services for the relevant month. If customer is billed other than on a monthly basis, MRC refers to the pro -rata portion of the recurring subscription charges for the relevant calendar month. MRC does not include one-time charges such as phone equipment costs, set-up fees, and similar amounts, nor does it include any charges or fees for services other than Office Services. "Quality of Service Report" means a technical report provided by RingCentral, detailing MOS and related technical information. "RingCentral Networld" means the network and supporting facilities between and among the RingCentral points of presence ("PoP(s)"), up to and including the interconnection point between the RingCentral's network and facilities, and the public Internet, private IP networks, and the PSTN. The RingCentral Network does not include the public Internet, a Customer's own private network, or the Public Switched Telephone Network(PSTN). "Service Availabilitll' is the time for which Voice Services for RingCentral Office are available on the RingCentral Network, expressed as a percentage of the total time in the relevant calendar month, and calculated as set forth below. "Service CreditsYneans the amount that RingCentral will credit a Customer's account pursuant to this Office SLA. "Site" means a physical location in the Territory at which Customer deploys and regularly uses at least five (5) RingCentral Digital Lines. A Digital Line used outside such physical location for a majority of days in the relevant calendar month, such as home offices, virtual offices, or other remote use, will not be included in the line count forthis purpose. "Support Case" means an inquiry or incident reported by the Customer, through its helpdesk, to RingCentral's Customer Care department, by placing a telephone call as outlined at http://success.ringcentral.com/RCContactSupp. "Territo means those countries in which Customers subscribes to RingCentral Office or Global Office Services. "Voice Services" means the audio portion of the Plan Services, across endpoints, including the Softphone, and IP desk phone. Attachment — SLAOF 20180315 Page 4 of 4 000uGignEnvelope ID: eA3E7o4Dfz DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B RingCentral, Inc./The Interlocal Purchasing System (TIPS) Piggyback Contract (PBA 19/20-21) (Telephone and Communications Data Systems and Solutions) Exhibit "B" ["Initial Order Form — Office Services"] [Continued on next page] DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B This Initial Order Form is a binding agreement between RingCentral, Inc. ("RingCentral") and City of Sanford, ("Customer" or "You") (together the "Parties"), for the purchase of the Services, licenses, and products listed herein. This Initial Order Form is subject to the terms and conditions specified in the applicable Agreement between the Parties. Capitalized terms not defined herein shall have the same meanings as set forth in the applicable Agreement between the Parties. Service Provider Service Provider RingCentral, Inc. Address 20 Davis Drive City, State & Zip Code Belmont, CA 94002 Country USA Customer Customer City of Sanford Address 300 N Park Ave City, State & Zip Code Sanford, FL 32771 Country United States Billing Contact Person Billing Contact Phone Billing Contact E-mail Address Service Commitment Period Start Date June 30th, 2020 Initial Term 48 Months Renewal Term 48 Months 1/4 Document Ref: REPYT-OELGM-6KNKH-2GFUK Page 1 of 4 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9l3 gy, VA"Fit iwgr V111 I Payment Schedule I Monthly Payment Schedule I RingCentral Office Services Summary of All Services Digitall-ine Unlimited Standard Monthly 305 $9.50 $2,897.50 $0.00 e911 Service Fee Monthly 305 $1.00 $305.00 $0.00 Compliance and Administrative Cost Monthly 305 $3.50 $1,067.50 $0.00 Recovery Fee Live Reports License Monthly 10 $20.00 $200.00 $0.00 Yealink T48S Gigabit Color Touchscreen One - 275 $175.00 $0.00 $48,125.00 Business Phone Time RingCentral for Desktop One - 30 $0.00 $0.00 $0.00 Time I New Service Amount $4,470.00 $48,125.00 Total Initial Amount $52,595-00 1 *Amounts are exclusive of applicable Taxes and Fees. 2/4 Document Ref. REPYT-OELGM-6KNKH-2GFUK Page 2 of 4 DocuSign Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B 11 fr// All PIN i y,1111111/1 MAT ff Special Terms and Notes: • Payment for the initial invoice shall be made within 120 days of the date of such invoice. • Payment for subsequent invoices shall be made within 30 days of the date of such invoice. • Per quoted services, the credit in the amount of $22,350.00 will cover service charges through November 2020, therefore leaving the first invoice to be due in December 2020, with all subsequent invoices to be due on a NET 30 term from the date indicated on the invoice. • The initial invoice for the quoted equipment in the amount of $48,125.00 shall be due on a NET 120 Term (due no later than November 2020) with no penalty for early payment. Any subsequent equipment purchased after the original order shall be due on a NET 30 Term. Cost Center Billing: For customers with cost center billing, it is the customer's responsibility to provide cost center allocation information to RingCentral at least 10 days prior to the issuance of the invoice. After the information is received, it will be reflected on future invoices, but will not be adjusted retroactively on past invoices. If purchasing additional services through the administrative portal, it is the customer's responsibility to assign cost centers at the time of purchase; otherwise, those services will not be allocated by cost center on the next invoice. Please note that cost center allocation is not available for certain items, such as minute bundles and credit memos. For additional questions, please contact the RingCentral invoice billing team at i Ima[QaW ILI bgRdna(.,-n-nJr-aWQ - 3/4 Document Ref: REPYT-OELGM-6KNKH-2GFUK Page 3 of 4 DocuSign Envelope ID: 6A3E734D-F21 E-482F-BF3A-49344C334E9B "A IIIb PJ',ir�lln� � �Yu/d�YP i �" Credit: Customer will be entitled to receive a one-time credit in the amount of $22,350.00. This credit will be applied against charges for recurring Services, (and any taxes and fees associated with those Services), included in future invoices issued by RingCentral to Customer until the total amount of the credit is used. The Customer will be responsible to pay for any additional services and products, including without limitation, additional lines and extensions, one-time services, usage base fees and bundles, IP devices, and their associated taxes and fees. This credit is non -transferable and non-refundable, and the entire amount is void if the Agreement is terminated within the first 30 days; after that, any unused amount will expire immediately upon termination of your Agreement. IN WITNESS WHEREOF, the Parties have executed this Initial Order Form above through their duly authorized representatives. Customer City of Sanford By: Name: Bob Keegan Title: IT Manager Date: 06/16/2020 RingCentral, Inc. By:, Name: Carson Hostetter Title: SVP, Field Sales Date: COLI Document Ref; REPYT-OELGM-6KNKH-2GFUK Page 4 of 4 Envelope ID: 6A3E734D-F21E-482F-BF3A-49344C334E9B Signature Certificate Document Ref.- REPYT-OELGM-6KNKH-2GFUK Document signed by: Document completed by all parties on: 17 Jun 2020 03:00:06 UTC Page 1 of I Signed with PandalDoc.com PandaDoc is the document platform that boosts your company's revenue by accelerating the way it transacts. RingCentral, Inc./The Interlocal Purchasing System (TIPS) Piggyback Contract (PBA 19/20- 21) (Telephone and Communications Data Systems and Solutions) Exhibit "A" ["original government contract"] MASTER SERVICES AGREEMENT re: TIPS CONTRACT: 180304 Telephone and Communications Data Systems and Solutions THIS MASTER SERVICES AGREEMENT (together with its Attachments, the "Agreement") is made as of [DATE] ("Effective Date") between RingCentral, Inc., a Delaware corporation with its primary office at 20 Davis Drive, Belmont, CA 94002, ("RingCentral"), and the City of Sanford, an entity organized and existing under the laws of Florida and having its office at 300 N. Park Ave., Sanford, FL 32771-1244 ("Customer" or "TIPS Member Customer"). RingCentral and Customer may be individually referred to as a "Party" or collectively as the "Parties." BACKGROUND A. RingCentral is a provider of cloud -based unified communications and collaboration services, including voice, online meeting, video conferencing, contact center and related services, applications and product integrations. B. RingCentral is a party to TIPS Vendor Agreement 180304 Telephone and Communications Data Systems and Solutions between RingCentral, Inc. and The Interlocal Purchasing System (TIPS) dated 8/10/2018 (the "TIPS Agreement). C. This Agreement is the RingCentral Master Services Agreement and is pursuant to the section of the TIPS Agreement titled Form of Agreement. D. Customer wants to receive certain RingCentral services and products as the Parties may agree in writing from time to time, described more fully in the relevant Attachments. E. This Agreement sets forth the terms and conditions under which RingCentral will provide such services and products to Customer. The Parties agree as follows: 1. Definitions Capitalized terms not defined have the meaning given to them in Exhibit A. 2. Ordering and Term A. Ordering Services Customer may order the Services set forth in the relevant Attachments, attached hereto, by executing an Order Form in the format provided by RingCentral. Customer must submit the Order Form to RingCentral either in writing or electronically via the Administrative Portal. The Order Form will identify the Services requested by Customer together with: (i) the price for each Service; (ii) scheduled Start Date; (iii) and products leased, licensed or sold to Customer, if any. An Order Form will become binding when it is executed by the Customer and accepted by RingCentral. RingCentral may accept an Order Form by commencing performance of the MSA USA 20180319 Page 1 of 22 requested Services. The Services will begin on the Start Date, as identified in the applicable Order Form or on the day Services are ordered via the Administrative Portal. Customer may purchase additional Services, software, and equipment via the Administrative Portal or by executing additional Order Forms. B. Attachments The following Attachments are incorporated here in and shall be considered part of this Agreement. Additional Attachments may be added by the parties from time to time by written agreement between them: Q Exhibit A— Definitions P Service Attachment A— RingCentral Office 0 Service Attachment 13— Professional Services Agreement Q Attachment C— Service Level Agreement for Office Services C. Equipment Customer may purchase or rent equipment from RingCentral for use with the Services. The terms and conditions that govern any such transaction can be found at: (i) Purchase: htt : Jwvavv.rinerotralLLgEnZie al(ringc:entral-hardy as°e-tey-ms-conditions.htmI (ii) Rental: h�!Z.mwAi-ringcentCdj.&2Ln1qg ij ease-rgntaLhtml D. Term of this Agreement. The Term of this Agreement will commence on the Effective Date and continue until the last Order Form is terminated or expires, unless terminated earlier in accordance with its terms. E. Services Term The Services Term will begin on the Start Date of the initial Order Form and continue for the initial term set forth in the initial Order Form ("Initial Term"). Upon expiration of the Initial Term, any renewal term shall only be valid and enforceable when RingCentral receives written confirmation by purchase order or an executed agreement issued by the Customer no less than forty-five (45) days prior to such expiration for any renewal period (each such occurrence a "Renewal Term"). The term of any recurring Services added to your Account after the initial Order Form is executed will start on the Start Date in the applicable Order Form, will run coterminously with the then -current Term of any preexisting Services unless otherwise extended in the applicable Order Form, and will be invoiced on the same billing cycles as the preexisting Services. 3. Invoicing and Payment A. Prices and Charges. All prices are identified in US dollars on the Administrative Portal or in the applicable Order Form unless otherwise agreed by the Parties. Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases additional Services or equipment. Customer will be liable for all charges resulting from use of the Services on its Account. Unless otherwise agreed between the Parties, recurring charges for the Services begin on the Start Date, and will continue for the Term. Recurring charges (such as charges for Digital Lines, product licenses, minute bundles, and equipment rental fees) will, unless otherwise agreed between the Parties, once incurred, remain in effect for the then -current Term. RingCentral will provide notice of any proposed increase in such charges no later than sixty (60) days before the MSA USA 20180319 Page 2 of 22 end of the Initial Term or then -current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term. Administrative Fees that RingCentral is entitled to pass MSA USA 20180319 Page 3 of 22 on to its customers as a surcharge pursuant to applicable Law may be increased on thirty (30) days' written notice. Outbound calling rates will be applied based on the rate in effect at the time of use. Customer may locate the currently effective rates in the Administrative Portal. B. Invoicing and Payment Invoices will be issued in accordance with the payment terms set forth in the Order Form. Unless otherwise stated in the applicable Order Form, recurring charges are invoiced in advance in the frequency set forth in the Order Form, and usage -based and onetime charges are billed monthly in arrears. Customer shall make payment in full, without deduction or set-off, within thirty (30) days of the invoice date. Any payment not made when due may be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month or (ii) if applicable, the highest rate allowed by Law. In no event may payment be subject to delays due to Customer internal purchase order process. C. Taxes All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided. Taxes, access fees, universal service or other recovery fees, or similar charges will be adjusted on the date in which those increases become effective as mandated by competent authority. If any withholding tax is levied on the payments, then Customer must increase the sums paid to RingCentral so that the amount received by RingCentral after the withholding tax is deducted is the full amount RingCentral would have received if no withholding or deduction had been made. D. Billing Disputes If a Customer reasonably and in good faith disputes any portion of RingCentral's invoice, it must provide written notice to RingCentral within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed. Customer's dispute as to any portion of the invoice will not excuse Customer's obligation to timely pay the undisputed portion of the invoice. Upon resolution, Customer must pay any validly invoiced unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future invoices. Customer will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement. 4. Provision of the Service A. General Terms RingCentral will provide the Services as described in the relevant Service Attachment. RingCentral may enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or security of the Services during the Term without Customer's consent. B. Customer Care Customer must provide all first-tier support to Customer's End Users. RingCentral may require Customer's Helpdesk support personnel to complete a series of training courses on RingCentral's Services.Such training will be provided online by RingCentral at no cost. MSA USA 20180319 Page 4 of 22 RingCentral will make second-tier remote support available to Customer's Helpdesk personnel and/or Account Administrators via RingCentral Customer Care call center, which will be available 24/7, to attempt to resolve technical issues with, and answer questions regarding the use of the Services. Onsite and implementation services are not included in the RingCentral Customer Care support. iii. Customer may open a case with RingCentral Customer Care at_ http://success.ringcentral.com/RCContactSupp. Any individual contacting Customer Care on behalf of Customer must be authorized to do so on behalf of the Account, and will be required to follow RingCentral's authentication protocol. C. Professional Services RingCentral offers a broad portfolio of professional services that includes onsite and remote implementation services; extended enterprise services including dedicated proactive network monitoring and premium technical support; and consulting. Any such services are governed by this Agreement, the Professional Services terms, and any applicable Statement of Work (SOW), which may be attached hereto. D. Subcontracting RingCentral may provide any of the Services hereunder through any of its Affiliates or subcontractors, provided that RingCentral will bear the same degree of responsibility for acts and omissions for those subcontractors acting on RingCentral's behalf in the performance of its obligations under this Agreement as it would bear if such acts and omissions were performed by RingCentral directly. 5. Use of the Service A. Service Requirements The Services are dependent upon Customer's maintenance of sufficient Internet access, networks and power as set forth in RingCentral's Technical Sufficiency Criteria, available at jo s:,./�dvv�w.ringc:gntral.com Iel olicies technicalµsufficieLacr�-crated .htmi.RingCentralwill not be responsible for any deficiencies in the provision of the Services if Customer's network does not meet RingCentral's Technical Sufficiency Criteria. B. Use Policies Customer and its End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies referenced below, which are incorporated into and form part of this Agreement. Customer may not use, or permit the use of the Services, to interfere with the use of RingCentral's service by others or with the operation of the RingCentral Network. Customer may not resell the Services. Customer must ensure that its End Users comply with the Use Policies. Any breach of this Section (Use Policies) will be deemed a material breach of this Agreement. RingCentral may update the Use Policies from time to time, and will provide notice to Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to Customer. MSA USA 20180319 Page 5 of 22 Acceptable Use Policy The Services must be used in accordance with RingCentral's Acceptable Use Policy, available at LLt aj vtVw rid �:ntral.corn le- ycc fable-ase-p@ucy.h rr71. Notwithstanding anything to the contrary in this Agreement, RingCentral may act immediately and without notice to suspend or limit the Services if RingCentral reasonably suspects fraudulent or illegal activity in the Customer's Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the RingCentral Network provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. RingCentral will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If Customer anticipates legitimate but unusual activity on its Account, Customer should contact RingCentral Support in advance to avoid any Service disruption. ii. Emergency Services RingCentral's policy governing the provision of emergency services accessed via the Services is available at ht. /L W �._rin r trgl.coa n le=al m rggnM� i�vices.html. iii. Numbering Policies The provision, use, and publication of numbers used in conjunction with the Services are governed by RingCentral's Numbering Policies, available at https�%fa �ynLw..rm� g entraE ctsm Ge l�ia ies ntamberir�_- ollc .html. 6. Termination A. Termination for Cause Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by giving written notice to the other Party if the other Party: i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) upon the commencement by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors. Customer may terminate the Services on thirty (30) days' written notice if RingCentral notifies Customer of a modification that has a material adverse effect on Customer's use of the Services that the Parties cooperating in good faith are unable to materially mitigate to Customer's reasonable satisfaction within ninety (90) days of such modification. B. Effect of Termination a) If Customer terminates the Services, a portion of the Services, or this Agreement in its entirety due to RingCentral's material breach under Section 6(A)(i) (Termination for Cause), Customer will not be liable for any fees or charges for terminated Services for any period subsequent to the effective date of such termination (except those arising from continued usage before the Services are disconnected), and RingCentral will provide Customer a pro -rata refund of any prepaid and unused fees or charges paid by Customer for terminated Services. MSA USA 20180319 Page 6 of 22 b) If this Agreement or any Services are terminated for any reason other than as a result of a material breach by RingCentral or as set forth in Section 14(D) (Force Majeure) or Section 14(1) (Regulatory and Legal Changes) the Customer must, to the extent permitted by applicable Law and without limiting any other right or remedy of RingCentral, pay within thirty (30) days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then -current Term plus related Taxes and fees. 7. Intellectual Property A. Limited License 1. Subject to, and conditional upon Customer's compliance with, the terms of this Agreement, RingCentral grants to Customer and its End User, a limited, personal, revocable, non-exclusive, non -transferable (other than as permitted under this Agreement), non-sublicensable license to use any software provided or made available by RingCentral to the Customer as part of the Services ("Software") to the extent reasonably required to use the Services as permitted by this Agreement, only for the duration that Customer is entitled to use the Services and subject to the Customer being current on its payment obligations. 2. Customer will not, and will not allow its End Users, to: a) Sublicense, resell, distribute or assign its right under the license granted under this Agreement to any other person or entity; b) modify, adapt or create derivative works of the Software or any associated documentation; c) reverse engineer, decompile, decrypt, disassemble or otherwise attemptto derive the source code for the Software; d) use the Software for infringement analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer isauthorized to use; e) create any competing Software or Services; or f) remove any copyrightor other proprietary or confidential notices on any Software or Services. B. IP Rights i. RingCentral's Rights Except as expressly provided in this Agreement, the limited license granted to Customer under Section 7(A) (Limited License) does not convey any ownership or other rights or licenses, express or implied, in the Services, any related materials, or in any Intellectual Property and no IP Rights or other rights or licenses are granted, transferred, or assigned to Customer, any End User, or any other party by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved and retained by RingCentral and its licensors. The Software and Services may comprise or incorporate services, software, technology or products developed or provided by third parties, including open source software or code. Customer acknowledges that misuse of RingCentral Services may violate third -party IP rights. ii. Customer Rights MSA USA 20180319 Page 7 of 22 As between RingCentral and Customer, Customer retains title to all IP Rights that are owned by the Customer or its suppliers. To the extent reasonably required or desirable for the provision of the Services, Customer grants to RingCentral a limited, personal, non-exclusive, royalty -free, license to use Customer's IP Rights in the same. Customer must provide (and is solely responsible for providing) all required notices and obtaining all licenses, consents, authorizations or other approvals related to the use, reproduction, transmission, or receipt of any Customer Content that includes personal or Confidential Information or incorporates any third -party IP rights. C. Use of Marks Neither Party may use or display the other Party's trademarks, service mark or logos in any manner without such Party's prior written consent. 8. Confidentiality A. Restrictions on Use or Disclosures by Either Party During the Term of this Agreement and for at least one (1) year thereafter, the Receiving Party shall hold the Disclosing Party's Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information. Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to it in order to perform or exercise such Party's rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Each Party may disclose the other Party's Confidential Information in any legal proceeding or to a governmental entity as required by Law. These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such information; after it has become generally available to the public without breach of this Agreement by the Receiving Party; which at the time of disclosure was already known to the Receiving Party, without restriction as evidenced by documentation in such Party's possession; or which the Disclosing Party confirms in writing is free of such restrictions. Upon termination of this Agreement, the Receiving Party will promptly delete, destroy or, at the Disclosing Party's request, return to the Disclosing Party, all Disclosing Party's Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with certification of compliance with this subsection. 9. Data Protection A. Data Privacy RingCentral respects Customer's privacy and will only use the information provided by Customer to RingCentral or collected in the provision of the Services in accordance with the Privacy Notice, which can be found at http:Hwww.ringcentral.com/legal/privacy-notice.html. RingCentral may MSA USA 20180319 Page 8 of 22 update the Privacy Notice from time to time, and will provide notice of such update to Customer at the email address on file with the Account. Such updates will be effective thirty (30) days after such notice to Customer. B. Data Security RingCentral will take commercially reasonable precautions, including, without limitation, technical (e.g., firewalls and data encryption), administrative and physical measures, to help safeguard Customer's Account, Account Data, and Customer Content against unauthorized use, disclosure, or modification. Customer must protect all End Points using industry -standard security measures. Customer is solely responsible to keep all user identifications and passwords secure. Customer must monitor use of the Services for possible unlawful or fraudulent use. Customer must notify RingCentral immediately if Customer becomes aware or has reason to believe that the Services are being used fraudulently or without authorization by any End User or third party. Failure to notify RingCentral may result in the suspension or termination of the Services and additional charges to Customer resulting from such use. RingCentral will not be liable for any charges resulting from unauthorized use of Customer's Account. C. Software Changes RingCentral may from time to time push software updates and patches directly to Customer's device(s) for installation and Customer will not prevent RingCentral from doing so. Customer must implement promptly all fixes, updates, upgrades and replacements of software and third - party software that may be provided by RingCentral. RingCentral will not be liable for inoperability of the Services or any other Services failures due to failure of Customer to timely implement the required changes. 10. Limitation of Liability A. Excluded Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (2) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW. B. Direct Damages. EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PREVIOUS SIX (6) MONTHS. LIMITATIONS UNDER THIS SECTION 10(B) (DIRECT DAMAGES) WILL NOT APPLY TO: I) CUSTOMER PAYMENT OBLIGATIONS; II) EITHER PARTY'S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY'S IP RIGHTS; 111) EITHER PARTY'S LIABILITY MSA USA 20180319 Page 9 of 22 RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR CRIMINAL MISCONDUCT; OR IV) CUSTOMER'S LIABILITY RESULTING FROM USE OF THE SERVICES IN BREACH OF THE ACCEPTABLE USE POLICY OR EMERGENCY SERVICES POLICY, (V) A PARTY'S LIABILITY ARISING FROM DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR ANY OTHER LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW. C. Survival. The limitations of liability contained in this Section 10 (Limitation of Liability) will survive termination or expiration of this Agreement and apply in any and all circumstances (except as expressly set forth above), including without limitation in the event of any failure of the essential purpose of any limited warranty or available remedy provided herein. 11. Indemnification A. Indemnification by RingCentral I) RingCentral agrees to indemnify, defend, and hold harmless the Customer at RingCentral's expense, from and against any and all third -party claims or causes of action, ("Third Party Claim") alleging that the Services as provided by RingCentral infringe or misappropriate the patent, copyright, trademark or trade secret rights of a third party. Further, RingCentral will indemnify and hold harmless the Customer from all damages, reasonable costs and attorneys' fees finally awarded against the Customer by a court of competent jurisdiction in connection with such Third -Party Claim or agreed to in a written settlement agreement approved in writing by RingCentral. ii) RingCentral will have no indemnification obligations under subsection (i) above if the Third Party Claim arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by RingCentral in writing; (b) modifications to the Services not made by RingCentral; (c) Customer Content; (d) failure to promptly install any updates of any software or firmware or accept or use any modified or replacement items provided by or on behalf of RingCentral, provided free of charge, (e) breach of the Agreement or misuse of the Services, or (f) a Third Party Claim by Customer's Affiliate, successor, or assignee. iii) If such a claim is made or appears possible, Customer agrees to permit RingCentral, at RingCentral's sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non -infringing, or (b) obtain the right for Customerto continue use. If RingCentral determines that neither alternative is commercially reasonable, RingCentral may terminate this Agreement, in its entirety or with respect to the affected Service, component or part, effective immediately on written notice to Customer in which case Customer will not owe any fees or charges for any period subsequent to the date of such termination, and will be entitled to receive a refund of any prepaid but unused fees for the terminated Services. RingCentral's obligations under this Sub -Section will be RingCentral's sole and exclusive liability and Customer's sole and exclusive remedies with respect to any actual or alleged intellectual property violations. B. Indemnification by Customer To the extent permitted by the laws and the Constitution of the jurisdiction of the TIPS Member Customer, Customer agrees to indemnify, defend RingCentral and its Affiliates at Customer's expense, from and against any and all Third Party Claims, arising out of or in connection with: i) material violation of applicable Law by the Customer or its End Users in connection with the use of the Services; ii) use of the Services in a manner not authorized by MSA USA 20180319 Page 10 of 22 this Agreement; iii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided by or on behalf of RingCentral, or iv) claims relating to Customer Content. Further, to the extent permitted by the laws and the Constitution of the jurisdiction of the TIPS Member Customer, Customer will indemnify and hold harmless RingCentral against all damages, costs, and attorneys' fees finally awarded against RingCentral by a court of competent jurisdiction in connection with such Third -Party Claim, or agreed to in a written settlement agreement approved in writing by the Customer. C. Defense and Indemnification Procedures Any Party seeking defense or indemnification (the "Indemnified Party") must provide the Party from which it seeks such indemnification or defense (the "Indemnifying Party") with the following: (a) prompt written notice of the Third -Party Claim, (b) sole control over the defense and settlement of the Third -Party Claim, and (c) reasonable information, cooperation, and assistance in connection with the defense and settlement of the Third -Party Claim. The Indemnified Party's failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section (Indemnification), except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party will have the right to participate at its own expense in the defense of such Third -Party Claim, including any related settlement negotiations. No such claim may be settled or compromised by the Indemnifying Party without the Indemnified Party's express written consent (which such consent may not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such Third -Party Claim. 12. Warranties A. RingCentral Warranty RingCentral will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of this Agreement. To the extent permitted by Law, RingCentral shall pass through to Customer any and all warranties RingCentral receives in connection with equipment provided to Customer. B. Customer Warranty Customer's and its End Users' use of the Services must at all times comply with all applicable Laws and this Agreement. C. Disclaimer of Warranties EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND RINGCENTRAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. MSA USA 20180319 Page 11 of 22 13. Dispute Resolution A. Good Faith Attempt to Settle Disputes In the event of any dispute or claim arising out of or relating to the Agreement (a "Dispute"), each Party will appoint a duly authorized representative which will confer before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute. B. Venue In the event that the Parties are unable to resolve a Dispute, any related action, lawsuit, or proceeding must be brought in and adjudicated exclusively by state or federal courts located in the state of Florida, United States of America. Each Party hereby consents to and agrees to submit to the exclusive venue and personal jurisdiction of such courts with respect to any such actions or lawsuits and irrevocably waives any right that it might have to assert that either forum is not convenient or that any such courts lack jurisdiction. C. Equitable Relief Any breach of either Party's IP Rights will cause that Party irreparable harm for which monetary damages will be inadequate and such Party may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement, in additional to any other relief to which such Party may be entitled under applicable Law. D. Limitations Except for actions for nonpayment or liability arising from Section 10 (Indemnification), no claim, suit, action or proceeding relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued. 14. Miscellaneous A. Relationship of the Parties RingCentral and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between RingCentral and Customer. B. Assignment Neither Party may assign the Agreement or any portion thereof without the other Party's prior written consent (which such consent may not be unreasonably withheld or delayed), however either Party may assign the Agreement and all of that Party's rights and obligations thereunder without consent (a) to an Affiliate; (b) to the Party's successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connection with the provision of Services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of a Party's voting control or assets. This Agreement will bind and inure to the benefit of the Parties, and their permitted assigns and successors. C. Notices Except where otherwise expressly stated in the Agreement, all notices or other communications must be in English and are deemed to have been fully given when made in writing and delivered MSA USA 20180319 Page 12 of 22 in person, upon delivered email, confirmed facsimile, or five days after deposit with an reputable overnight courier service, and addressed as follows: To RingCentral at RingCentral, Inc., Legal Dept., 20 Davis Drive, Belmont, CA 94002 USA, with a copy to ig al ringcentral.corn. To Customer at the address stated in the Order Form. The addresses to which notices may be given by either Party may be changed upon written notice given to the other Party pursuant to this Section or by Customer in the Administrative Portal. D. Force Majeure Excluding either Party's payment obligations under the Agreement, neither Party will be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party's reasonable control, including without limitation any act of God; national emergency; third -party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labor disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party. E. Third -Party Beneficiaries RingCentral and Customer agree that there will be no third -party beneficiaries to this Agreement. Headings, Interpretation The headings, section titles, and captions used in the Agreement are for convenience of reference only and will have no legal effect. All defined terms include related grammatical forms, and, whenever the context may require, the singularform of nouns and pronouns include the plural, and vice versa. The Parties agree that this Agreement will be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore should not be construed against a Party or Parties on the grounds that the Party or Parties drafted or was more responsible for drafting the provision(s). G. Governing Law The Agreement is governed by the Laws of the State of Florida, excluding its choice of Law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Customer's use of the products or Services. H. Anti -Bribery Each Party represents that in the execution of this Agreement and in the performance of its obligations under this Agreement it has complied and will comply with all applicable anti -bribery Laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar applicable Laws. Export Control Any services, products, software, and technical information (including, but not limited to, services and training) provided pursuant to the Agreement may be subject to U.S. export Laws and regulations. Customer will not use distribute, transfer, or transmit the services, products, MSA USA 20180319 Page 13 of 22 software, or technical information (even if incorporated into other products) except in compliance with U.S. and other applicable export regulations. J. Regulatory and Legal Changes In the event of any change in Law, regulation or industry change that would prohibit or otherwise materially interfere with RingCentral's ability to provide Services under this Agreement, RingCentral may terminate the affected Services or this Agreement or otherwise modify the terms thereof. K. Entire Agreement The Agreement, together with any exhibits, Order Forms, and Attachments, each of which is expressly incorporated into this Agreement with this reference, constitutes the entire agreement between the Parties and supersedes and replaces any and all prior or contemporaneous understandings, proposals, representations, marketing materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject. L Order of Precedence In the event of any conflict between the documents comprising this Agreement, precedence will be given to the documents in the following descending order: (i) the applicable Order Form; (ii) the main body of this Agreement; (iii) Use Policies and Privacy Notice incorporated by reference in this Agreement; (iv) the applicable Service Attachment; and (v) and any other document expressly referred to in this Agreement which governs the Services. M. Amendments Except as otherwise provided, this Agreement may only be modified by a written amendment executed by authorized representatives of both Parties. In no event will handwritten changes to any terms or conditions, including in the applicable Order Form, be effective. N. Severability and Waiver In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision(s) will be stricken and the remainder of this Agreement will remain legal, valid and binding. The failure by either Party to exercise or enforce any right conferred by this Agreement will not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement of any such or other right on any later occasion. Except as otherwise expressly stated in this Agreement, all rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at Law, or in equity. O. Publicity Subject to Customer's prior written approval, which may not be unreasonably withheld or denied, in each instance, and notwithstanding anything to the contrary in this Agreement, RingCentral may identify Customer as a customer (including use of any Customer logo or trademark) and may refer to this Agreement during its earnings calls and in connection with its business deals, press releases, and marketing and/or promotional materials. P. Execution Each Party represents and warrants that: (a) it possesses the legal right and capacity to enter into the Agreement and to perform all of its obligations thereunder; (b) the individual signing the Agreement and (each executable part thereof) on that Party's behalf has full power and MSA USA 20180319 Page 14 of 22 authority to execute and deliver the same; and (c) the Agreement will be a binding obligation of that Party. Q. Counterparts This Agreement may be executed electronically and in separate counterparts each of which when taken together will constitute one in the same original. R. Survival The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement or an Order Form will survive expiration or termination of this Agreement or the Order Form, including without limitation payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions and miscellaneous. MSA USA 20180319 Page 15 of 22 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders. General Liability $1,000,000 each Occurrence/ Aggregate Products/Completed Operations $1,000,000 Automobile Liability $300,000 Including owned, hired, & non -owned Workers' Compensation Statutory limits Employers' Liability - if you employ others than owners and provide services or on- site delivery or work, not just goods $1,000,000 Umbrella Liability $1,000,000 When the contractor or its subcontractors are liable for any damages or claims, the contractors' policy must be primary over any other valid and collectible insurance carried by the District. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Contractor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable. "Claims made" policies will not be accepted. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, cancelled, non -renewed or reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver.10192017.rp Page 11 of 13 DocuSign Envelope ID: 17lA1A61-E3EC-4882-8173-78444D7A6B12 It is the intent of TIPS to award to reliable, high performance vendors to supply products and services to government and educational agencies. It is the experience of TIPS that the following procedures provide TIPS, the Vendor, and the participating agency the necessary support to facilitate a mutually beneficial relationship. The specific procedures will be negotiated with the successful vendor. • Agreements: All vendor Purchase Orders and/or Agreements/Contracts must be emailed to TIPS at tipspo@tips-usa.com. Should an agency send an order direct to vendor, it is the vendor's responsibility to forward the order to TIPS at the email above within 24 business hours and confirm its receipt with TIPS. • Promotion of Agreement: It is agreed that Vendor will encourage all eligible entities to purchase from the TIPS Program. Encouraging entities to purchase directly from the Vendor and not through TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Daily Order Confirmation: All Agreement purchase orders will be approved daily by TIPS and sent to vendor. The vendor must confirm receipt of orders to the TIPS Member (customer) within 24 business hours. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, then updated pricing must be posted by 15t of each month. • Back Ordered Products: If product is not expected to ship within 3 business days, customer is to be notified within 24 hours and appropriate action taken based on customer request. Page 13 of 13 will be the TIPS Vendor Agreement Signature Page TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver. 10 192017.rp Page 12 of 13 DocuSign Envelope ID: 171 Al A61 -E3EC-4882-8173-78444WA6131 2 TIPS Vendor Agreement Signature Form RFP 180304 Telephone and Communications Data Systems and Solutions Company Name RingCentral Inc. Address 20 Davis Drive City Belmonth StatecA Zip 94002 Phone 720-439-2457 Fax 720-439-2457 Email of Authorized Representative Name of Authorized Representative mitch.tarica@ringcentral.com Mitch Tarica Title SVP Sales DocuSignedby: Signature of Authorized Representative EAta 'tV(A -IA738457A272441... Date 8/10/2018 TIPS Authorized Representative Name Meredith Barton Title Vice -President of Operations TIPS Authorized Representative Signature Z&U.Cki. Approved by ESC Region 8 Date 8/10/18 Page 13 of 13 The Interlocal Purchasing System (TIPS Cooperative) Supplier Res ponse Bid Information Bid Creator Rick Powell General Contact Counsel/Procurement Department Compliance Officer Email rick.povveU@tipo-uoa.com Phone (903)575-2689x Fax (76O)25O-111D Bid Number 180304 Title Telephone and Communications Data Systems and Solutions Bid Type RFP Issue Date 3M/201808:03AK8(CT) Close Date 4/30/2018 03:08:00PK8(CT) Company RingCentral Inc. Address 20 Davis Drive Contact Information Address Region VIII Education Service Center 4D45UGHighway 271 North Pittsburg, TX7GG8G Contact KriatieCoUinm. Contracts Compliance Specialist Department Building Floor/Room Telephone +1(866)839-8477x Fax +1(868)839-8472x Email bido@Upm-uaa.uom Ship Address Contact Deportment Building Floor/Room Telephone SupplierFax Email By submitting your response, you certify that you are authorized to represent and bind your company. Signature Mitch Tarica Supplier Notes Bid Notes Bid Activities Bid Messages Email mitch.tarica@ringcentral.com 180304-RingCentna Inc. ' Page 1of21 Belmont, CA 94002 Contact Troy Parish Department Building Floor/Room Telephone (76O)25O-111D Fax Email tnoy.parish@hnQuentnoicom Submitted 4/30/201811:42:18AK8(CT) Total $0.00 Contact Information Address Region VIII Education Service Center 4D45UGHighway 271 North Pittsburg, TX7GG8G Contact KriatieCoUinm. Contracts Compliance Specialist Department Building Floor/Room Telephone +1(866)839-8477x Fax +1(868)839-8472x Email bido@Upm-uaa.uom Ship Address Contact Deportment Building Floor/Room Telephone SupplierFax Email By submitting your response, you certify that you are authorized to represent and bind your company. Signature Mitch Tarica Supplier Notes Bid Notes Bid Activities Bid Messages Email mitch.tarica@ringcentral.com 180304-RingCentna Inc. ' Page 1of21 Bid Attributes Please review the following and respond where necessary # Name Note Response 1 Yes - No Disadvantaged/Minority/Women Business Enterprise - No D/MJVVBE (Required by some participating governmental entities) Vendor certifies that their firm is a D/MMfBE? Vendor must upload proof of certification to the "Response Attachments" D/M/ BE CERTIFICATES section. 2 Yes - No Historically Underutilized Business - HUB (Required by Yes some participating governmental entities) Vendor certifies that their firm is a HUB as defined by the State of Texas at https://comptroller.texas.gov/purchasing/vendor/hub/ or in a HUBZone as defined by the US Small Business Administration at https://www.sba.gov/officesrneadquarters/ohp Proof of one or both may be submitted. Vendor must upload proof of certification to the "Response Attachments" HUB CERTIFICATES section. 3 Yes - No The Vendor can provide services and/or products to all 50 Yes US States? 4 States Served: If answer is NO to question #3, please list which states can be served. (Example: AR, OK, TX) 5 Company and/or Product Description: This information will appear on the TIPS website in the About RingCentral company profile section, if awarded a TIPS contract. (Limit 750 characters.) RingCentral, Inc. (NYSE:RNG) is a leading provider of global enterprise cloud communications and collaboration solutions. More flexible and cost-effective than legacy on -premises systems, RingCentral - empowers today's mobile and distributed workforce o to communicate, o collaborate, and o connect from anywhere, on any device. - RingCentral unifies o voice, o video, o team messaging and collaboration, o conferencing, 0 online meetings, and o integrated contact center solutions. - RingCentral's open platform o integrates with leading business apps, and o enables customers to easily customize business workflows. 6 Primary Contact Name Primary Contact Name James Delp 180304 - RingCentral Inc. - Page 2 of 21 7 Primary Contact Title Primary Contact Title Account Executive, Public Sector - Major Accounts 8 Primary Contact Email Primary Contact Email james.delp@ringcentral.com 9 Primary Contact Phone Enter 10 digit phone number. (No dashes or extensions) 7204392457 Example: 8668398477 10 Primary Contact Fax Enter 10 digit phone number. (No dashes or extensions) 7204392457 Example: 8668398477 11 Primary Contact Mobile Enter 10 digit phone number. (No dashes or extensions) 7204392457 Example: 8668398477 12 Secondary Contact Name Secondary Contact Name Eric Bailey 13 Secondary Contact Title Secondary Contact Title Senior Account Executive 14 Secondary Contact Email Secondary Contact Email eric.bailey@ringcentral.com 15 Secondary Contact Phone Enter 10 digit phone number. (No dashes or extensions) 7208930834 Example: 8668398477 16 Secondary Contact Fax Enter 10 digit phone number. (No dashes or extensions) 7208930834 Example: 8668398477 17 Secondary Contact Mobile Enter 10 digit phone number. (No dashes or extensions) 7208930834 Example: 8668398477 18 Admin Fee Contact Name Admin Fee Contact Name. This person is responsible for Cherise Chin paying the admin fee to TIPS. 19 Admin Fee Contact Email Admin Fee Contact Email cherise.chin@ringcentral.com 20 Admin Fee Contact Phone Enter 10 digit phone number. (No dashes or extensions) 6502930568 Example: 8668398477 21 Purchase Order Contact Name Purchase Order Contact Name. This person is responsible Cherise Chin for receiving Purchase Orders from TIPS. 22 Purchase Order Contact Email Purchase Order Contact Email cherise.chin@dngcentral.com 23 Purchase Order Contact Phone Enter 10 digit phone number. (No dashes or extensions) 6502930568 Example: 8668398477 24 Company Website Company Website (Format -www.company.com) www.ringeentral.com 25 Federal ID Number: Federal ID Number also known as the Employer 94-3322844 Identification Number. (Format - 12-3456789) 26 Primary Address Primary Address 20 Davis Drive 27 Primary Address City Primary Address City Belmont 28 Primary Address State Primary Address State (2 Digit Abbreviation) CA 29 Primary Address Zip Primary Address Zip 94002 180304 - RingCentral Inc. - Page 3 of 21 30 Search Words: Please list search words to be posted in the TIPS RingCentral, software-as-a-service, database about your company that TIPS website users SaaS, cloud, cloud solution, might search. Words may be product names, communicate, collaborate, manufacturers, or other words associated with the cost-effective, workforce, mobile, category of award. YOU MAY NOT LIST PBX, voice, video, text, SMS, NON-CATEGORY ITEMS. (Limit 500 words) (Format: desktop, web conferencing, contact product, paper, construction, manufacturer name, etc.) center, API, seamless, integration, professional services, implementation, location independence, device independence, scalability, softphone, cost-of-ownership 31 Yes - No Most of our members receive Federal Government grants Yes and they make up a significant portion of their budgets. The members need to know if your company is willing to sell to them when they spend federal budget funds on their purchase. There are attributes that follow that are provisions from the federal regulations in 2 CFR part 200. Your answers will determine if your award will be designated as Federal or Education Department General Administrative Regulations (EDGAR)compliant. Is it your intent to be able to sell to our members regardless of the fund source, whether it be local, state or federal? 32 Yes - No Certification of Residency (Required by the State of No Texas) The vendor's ultimate parent company or majority owner: (A) has its principal place of business in Texas; OR (B) employs at least 500 persons in Texas? 33 Company Residence (City) Vendor's principal place of business is in the city of? Belmont 34 Company Residence (State) Vendor's principal place of business is in the state of? CA 35 Felony Conviction Notice: (Required by the State of Texas) My firm is, as outlined on (No Response Required) PAGE 5 in the Instructions to Bidders document: (Questions 36 - 37) Statutory citation covering notification of criminal history of contractor is found in the Texas Education Code #44.034. Following is an example of a felony conviction notice: State of Texas Legislative Senate Bill No. 1, Section 44.034, Notification of Criminal History, Subsection (a), states "a person or business entity that enters into a contract with a school district or ESC 8/TIPS must give advance notice to the district or ESC 8/TIPS if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Subsection (b) states "a school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." 36 Yes - No A publicly held corporation; therefore, this reporting Yes requirement is not applicable? 180304 - RingCentral Inc. - Page 4 of 21 37 Yes - No Is owned or operated by individual(s) who hasihave been No convicted of a felony? 38 If your firm is owned or operated by the following Please provide details of the conviction. This is not RingCentral Inc. is a publicly held individual(s) who has/have been convicted of a necessarily a disqualifying factor and the details of the corporation, therefore, this reporting felony: conviction determines the eligibility. Providing false or requirement is not applicable. misleading information about the conviction is illegal. 39 Pricing Information: Pricing information section. (Questions 39 - 43) (No Response Required) 40 Discount Offered What is the MINIMUM percentage discount off of any item 5% or service you offer to TIPS Members that is in your regular catalog (as defined in the RFP document), website, store or shelf pricing? This is a ceiling on your pricing and not a floor because, in order to be more competitive in the individual circumstance, you may offer a larger discount depending on the items or services purchased and the quantity at time of sale. Must answer with a number between 0% and 100%. 41 TIPS administration fee By submitting a proposal, I agree that all pricing submitted (No Response Required) to TIPS shall include the participation fee, as designated in the solicitation or as otherwise agreed in writing and shall be remitted to TIPS by the Vendor as agreed in the Vendor agreement. I agree that the fee shall not and will not be added by the vendor as a separate line item on a TIPS member invoice, quote, proposal or any other written communications with the TIPS member. 42 Yes - No Vendor agrees to remit to TIPS the required administration Yes fee? TIPS/ESC Region 8 is required by Texas Government Code § 791 to be compensated for its work and thus, failure to agree shall render your response void and it will not be considered. 43 Yes - No Do you offer additional discounts to TIPS members for Yes large order quantities or large scope of work? 44 Start Time Average start time after receipt of customer order is _ 5 working days? 45 Years Experience Company years experience in this category? 15 46 Resellers: Does the vendor have resellers that it will name under this Yes contract? Resellers are defined as other companies that sell your products under an agreement with you, the awarded vendor of TIPS. EXAMPLE: Walmart is a reseller of Samsung Electronics. If Samsung were a TIPS awarded vendor, then Samsung would list Walmart as a reseller. (If applicable, vendor should download the Reseller/Dealers spreadsheet from the Attachments section, fill out the form and submit the document in the "Response Attachments" RESELLERS section. 47 Prices are guaranteed for? Vendor agrees to honor the pricing discount off regular YES catalog (as defined in the RFP document), website, store or shelf pricing for the term of the award? 48 Right of Refusal Does the proposing vendor wish to reserve the right not to Yes perform under the awarded agreement with a TIPS member at vendor's discretion? 180304 - RingCentral Inc. - Page 5 of 21 49 NON -COLLUSIVE BIDDING CERTIFICATE By submission of this bid or proposal, the Bidder certifies (No Response Required) that: 1) This bid or proposal has been independently arrived at without collusion with any other Bidder or with any Competitor; 2) This bid or proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of bids, or proposals for this project, to any other Bidder, Competitor or potential competitor: 3) No attempt has been or will be made to induce any other person, partnership or corporation to submit or not to submit a bid or proposal; 4) The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification, and under the penalties being applicable to the Bidder as well as to the person signing in its behalf. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. 50 Texas HB 89- Texas Government code §2270 Texas 2017 House Bill 89 has been signed into law by the YES compliance governor and as of September 1, 2017 will become law codified as Texas Government Code § 2270 and 808 et seq. The relevant section addressed by this form reads as follows: Texas Government Code Sec. 2270.002. PROVISION REQUIRED IN CONTRACT. A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. I verify by my "YES" response to this attribute that, as a company submitting a proposal to this solicitation, that 1 am authorized to respond for the company and affirm that the company (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the future. I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that TIPS will be notified in writing by email to TIPS@TIPS-USA.com within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall result in a "no award" determination by TIPS and if a contract exists with TIPS, be grounds for immediate contract termination without penalty to TIPS and Education Service Center Region 8. FAILURE TO RESPOND "YES" WILL RESULT IN NO CONSIDERATION OF YOUR PROPOSAL. I swear and affirm that the above is true and correct by a "YES" response. 180304 - RingCentral Inc. - Page 6 of 21 51 CONFLICT OF INTEREST QUESTIONNAIRE - If you have a conflict of interest as described in this form No FORM CIQ or the Local Government Code Chapter 176, cited therein - you are required to complete and file with TIPS, Richard Powell, 4845 US Highway 271 North, Pittsburg, Texas 75686 I affirm under penalty of perjury of the laws of the State of Texas that: (1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. 180304 - RingCentral Inc. - Page 7 of 21 You may find the Blank CIQ form on our website at: Copy and Paste the following link into a new browser or tab: https://www.tips-usa.com/assets/documents/docs/CIQ.pdf Do you have any conflicts under this statutory requirement? 52 Filing of Form CIQ If yes (above), have you filed a form CIQ as directed here? 53 Regulatory Standing I certify to TIPS for the proposal attached that my Yes company is in good standing with all governmental agencies Federal or state that regulate any part of our business operations. If not, please explain in the next attribute question. 54 Regulatory Standing Regulatory Standing explanation of no answer on previous question. 55 Antitrust Certification Statements (Tex. By submission of this bid or proposal, the Bidder certifies (No Response Required) Government Code § 2155.005) that: I affirm under penalty of perjury of the laws of the State of Texas that: (1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. 180304 - RingCentral Inc. - Page 7 of 21 56 Suspension or Debarment Instructions Instructions for Certification: (No Response Required) 1. By agreeing to the Attribute question #56, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and ! or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participants," "person," "primary covered transaction," "principal," "proposal' and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this 180304 - RingCentral Inc. - Page 8 of 21 transaction originated may pursue available remedies, including suspension and / or debarment. 57 Suspension or Debarment Certification Debarment and Suspension (Executive Orders 12549 and Yes 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. By submitting this offer and certifying this section, this bidder: Certifies that no suspension or debarment is in place, which would preclude receiving a federally funded contract as described above. 58 Non -Discrimination Statement and Certification In accordance with Federal civil rights law, all U.S. Yes Departments, including the U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA's TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English. To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD -3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: program.intake@usda.gov. (Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Title 7 CFR Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction 113-1, Civil Rights Compliance and Enforcement – Nutrition Programs and Activities) All U.S. Departments, including the USDA are equal opportunity provider, employer, and lender. Not a negotiable term. Failure to agree will render your 180304 - RingCentral Inc. - Page 9 of 21 proposal non-responsive and it will not be considered. I certify that in the performance of a contract with TIPS or its members, that our company will conform to the foregoing anti -discrimination statement and comply with the cited and all other applicable laws and regulations. 59 2 CFR PART 200 Contract Provisions Required Federal contract provisions of Federal (No Response Required) Explanation Regulations for Contracts for contracts with ESC Region 8 and TIPS Members: The following provisions are required to be in place and agreed if the procurement is funded in any part with federal funds. The ESC Region 8 and TIPS Members are the subgrantee or Subrecipient by definition. Most of the provisions are located in 2 CFR PART 200 - Appendix 11 to Part 200—Contract Provisions for Non -Federal Entity Contracts Under Federal Awards at 2 CFR PART 200. Others are included within 2 CFR part 200 et al. In addition to other provisions required by the Federal agency or non -Federal entity, all contracts made by the non -Federal entity under the Federal award must contain provisions covering the following, as applicable. 60 2 CFR PART 200 Contracts Contracts for more than the simplified acquisition threshold Yes currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Notice: Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does vendor agree? 61 2 CFR PART 200 Termination Termination for cause and for convenience by the grantee Yes or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? 180304 - RingCentral Inc. - Page 10 of 21 62 2 CFR PART 200 Clean Air Act Clean Air Act (42 U.S.C. 7401-7671 q.) and the Federal Yes Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Pursuant to the Clean Air Act, et al above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires that the proposer certify that during the term of an award by the ESC Region 8 and TIPS Members resulting from this procurement process the vendor agrees to comply with all of the above regulations, including all of the terms listed and referenced therein. Does vendor agree? 63 2 CFR PART 200 Byrd Anti -Lobbying Byrd Anti -Lobbying Amendment (31 U.S.C. Yes Amendment 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that during the term and during the life of any contract with ESC Region 8 and TIPS Members resulting from this procurement process the vendor certifies to the terms included or referenced herein. Does vendor agree? 64 2 CFR PART 200 Federal Rule Compliance with all applicable standards, orders, or Yes requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of amounts in excess of $100,000, the vendor will be in compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Does vendor certify that it is in compliance with the Clean Air Act? 180304 - RingCentral Inc. - Page 11 of 21 65 2 CFR PART 200 Procurement of Recovered A non -Federal entity that is a state agency or agency of a Yes Materials political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Does vendor certify that it is in compliance with the Solid Waste Disposal Act as described above? 66 Indemnification The ESC Region 8 and TIPS is a Texas Political Yes Subdivision and a local governmental entity; therefore, is prohibited from indemnifying third parties pursuant to the Texas Constitution (Article 3, Section 52) except as specifically provided by law or as ordered by a court of competent jurisdiction. A provision in a contract to indemnify or hold a party harmless is a promise to pay for any expenses the indemnified party incurs, if a specified event occurs, such as breaching the terms of the contract or negligently performing duties under the contract. Article III, Section 49 of the Texas Constitution states that "no debt shall be created by or on behalf of the State ... " The Attorney General has counseled that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW -475 (1982). Contract clauses which require the System or institutions to indemnify must be deleted or qualified with "to the extent permitted by the Constitution and Laws of the State of Texas." Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 180304 - RingCentral Inc. - Page 12 of 21 67 Remedies The parties shall be entitled to exercise any right or Yes, I Agree remedy available to it either at law or in equity, subject to the choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those specifically waived under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request of either party. Any issues not resolved hereunder must be referred to non-binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator's fee and any associated filing fee equally. Mediation shall be held in Camp or Titus County, Texas. Agreements reached in mediation shall be reduced to writing, and will be subject to the approval by the District's Board of Directors, signed by the Partes if approved by the Board of Directors,.and, if signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these terms? 68 Remedies Explanation of No Answer 69 Choice of Law This agreement and any addenda or other additions and Yes all contracts or awards resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 70 Jurisdiction and Service of Process Any Proceeding arising out of or relating to this Yes procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shalt be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue clauses in contracts with TIPS members may be determined by the parties. 180304 - RingCentral Inc. - Page 13 of 21 Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 71 Alternative Dispute Resolution Prior to filing of litigation, the parties may select Yes, I Agree non-binding mediation as a method of conflict resolution for issues arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction. The parties agree that if nonbinding mediation is chosen as a resolution process, the parties must agree to the chosen mediator(s) and that all mediation venue shall be at a location in Camp or Titus, County, Texas agreed by the parties. The parties agree to share equally the cost of the mediation process and venue cost. Do you agree to these terms? 72 Alternative Dispute Resolution Explanation of No Answer 73 Infringement(s) The successful vendor will be expected to indemnify and No hold harmless the TIPS and its employees, officers, agents, representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible property rights attributed to or claims based on the Vendor's proposal or Vendor's performance of contracts awarded and approved. Do you agree to these terms? 180304 - RingCentral Inc. - Page 14 of 21 74 Infringement(s) Explanation of No Answer Indemnification by RingCentral is offered per this provision (extracted from Section 11 of RingCentral's Master Services Agreement furnished with RingCentral's proposal pursuant to the Form of Agreement provision (deviation) in the TIPS Vendor Agreement) I) RingCentral agrees to indemnify, defend, and hold harmless the Customer at RingCentral's expense, from and against any and all third -party claims or causes of action, ("Third Party Claim") alleging that the Services as provided by RingCentral infringe or misappropriate the patent, copyright, trademark or trade secret rights of a third party. Further, RingCentral will indemnify and hold harmless the Customer from all damages, reasonable costs and attorneys' fees finally awarded against the Customer by a court of competent jurisdiction in connection with such Third -Party Claim or agreed to in a written settlement agreement approved in writing by RingCentral. ii) RingCentral will have no indemnification obligations under subsection (i) above if the Third Party Claim arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by RingCentral in writing; (b) modifications to the Services not made by RingCentral; (c) Customer Content; (d) failure to promptly install any updates of any software or firmware or accept or use any modified or replacement items provided by or on behalf of RingCentral, provided free of charge, (e) breach of the Agreement or misuse of the Services, or (f) a Third Party Claim by Customer's Affiliate, successor, or assignee. iii) If such a claim is made or appears possible, Customer agrees to permit RingCentral, at RingCentral's sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non -infringing, or (b) obtain the right for Customer to continue use. If RingCentral determines that neither alternative is commercially reasonable, RingCentral may terminate the Customer's Order and/or this Agreement, in its entirety or with respect to the affected Service, component or part, effective immediately on written notice to Customer in which case Customer will not owe any fees or 180304 - RingCentral Inc. - Page 15 of 21 charges for any period subsequent to the date of such termination, and will be entitled to receive a refund of any prepaid but unused fees for the terminated Services. RingCentral's obligations under this Sub -Section will be RingCentral's sole and exclusive liability and Customer's sole and exclusive remedies with respect to any actual or alleged intellectual property violations. 75 Acts or Omissions The successful vendor will be expected to indemnify and Yes, I Agree hold harmless the TIPS, its officers, employees, agents, representatives, contractors, assignees and designees from and against any and all liability, actions, claims, demands or suits, and all related costs, attorney's fees and expenses arising out of, or resulting from any acts or omissions of the vendor or its agents, employees, subcontractors, or suppliers in the execution or performance of any agreements ultimately made by TIPS and the vendor. Do you agree to these terms? 76 Acts or Omissions Explanation of No Answer 77 Contract Governance Any contract made or entered into by the TIPS is subject Yes to and is to be governed by Section 271.151 et seq, Tex Loc Govt Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. 78 Payment Terms and Funding Out Clause Payment Terms: Yes TIPS or TIPS members shall not be liable for interest or late payment fees on past due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding Out Clause: Vendor agrees to abide by the laws and regulations, including Texas Local Government Code § 271.903, or any statutory or regulatory limitations of the jurisdiction of any TIPS Member which governs contracts entered into by the Vendor and TIPS or a TIPS Member that requires all contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. See statute(s) for specifics or consult your legal counsel. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 180304 - RingCentral Inc. - Page 16 of 21 79 Insurance and Fingerprint Requirements Information Insurance If applicable and your staff will be on TIPS member premises for delivery, training or installation etc. and/or with an automobile, you must carry automobile insurance as required by law. You may be asked to provide proof of insurance. Fingerprint It is possible that a vendor may be subject to Chapter 22 of the Texas Education Code. The Texas Education Code, Chapter 22, Section 22.0834. Statutory language may be found at: http://www.statutes.legis.state.tx.us/ If the vendor has staff that meet both of these criterion: (1) will have continuing duties related to the contracted services; and (2) has or will have direct contact with students Then you have "covered" employees for purposes of completing the attached form. TIPS recommends all vendors consult their legal counsel for guidance in compliance with this law. If you have questions on how to comply, see below. If you have questions on compliance with this code section, contact the Texas Department of Public Safety Non -Criminal Justice Unit, Access and Dissemination Bureau, FAST -FACT at NCJU@txdps.state.tx.us and you should send an email identifying you as a contractor to a Texas Independent School District or ESC Region 8 and TIPS. Texas DPS phone number is (512) 424-2474. See form in the next attribute to complete entitled: Texas Education Code Chapter 22 Contractor Certification for Contractor Employees (No Response Required) 180304 - RingCentral Inc. - Page 17 of 21 80 Texas Education Code Chapter 22 Contractor Introduction: Texas Education Code Chapter 22 requires None Certification for Contractor Employees entities that contract with school districts to provide services to obtain criminal history record information regarding covered employees. Contractors must certify to the district that they have complied. Covered employees with disqualifying criminal histories are prohibited from serving at a school district. Definitions: Covered employees: Employees of a contractor or subcontractor who have or will have continuing duties related to the service to be performed at the District and have or will have direct contact with students. The District will be the final arbiter of what constitutes direct contact with students. Disqualifying criminal history: Any conviction or other criminal history information designated by the District, or one of the following offenses, if at the time of the offense, the victim was under 18 or enrolled in a public school: (a) a felony offense under Title 5, Texas Penal Code; (b) an offense for which a defendant is required to register as a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an equivalent offense under federal law or the laws of another state. I certify that: NONE (Section A) of the employees of Contractor and any subcontractors are covered employees, as defined above. If this box is checked, I further certify that Contractor has taken precautions or imposed conditions to ensure that the employees of Contractor and any subcontractor will not become covered employees. Contractor will maintain these precautions or conditions throughout the time the contracted services are provided. OR SOME (Section B) or all of the employees of Contractor and any subcontractor are covered employees. If this box is checked, I further certify that: (1) Contractor has obtained all required criminal history record information regarding its covered employees. None of the covered employees has a disqualifying criminal history. (2) If Contractor receives information that a covered employee subsequently has a reported criminal history, Contractor will immediately remove the covered employee from contract duties and notify the District in writing within 3 business days. (3) Upon request, Contractor will provide the District with the name and any other requested information of covered employees so that the District may obtain criminal history record information on the covered employees. (4) If the District objects to the assignment of a covered employee on the basis of the covered employee's criminal history record information, Contractor agrees to discontinue using that covered employee to provide services at the District. Noncompliance or misrepresentation regarding this certification may be grounds for contract termination. 81 Solicitation Deviation/Compliance Does the vendor agree with the General Conditions Yes Standard Terms and Conditions or Item Specifications listed in this proposal invitation? 180304 - RingCentral Inc. - Page 18 of 21 82 Solicitation Exceptions/Deviations Explanation 83 Agreement Deviation/Compliance 84 Agreement Exceptions/Deviations Explanation 85 Texas Business and Commerce Code § 272 Requirements as of 9-1-2017 If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. Does the vendor agree with the language in the Vendor Agreement? If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. SB 807 prohibits construction contracts to have provisions requiring the contract to be subject to the laws of another state, to be required to litigate the contract in another state, or to require arbitration in another state. A contract with such provisions is voidable. Under this new statute, a "construction contract" includes contracts, subcontracts, or agreements with (among others) architects, engineers, contractors, construction managers, equipment lessors, or materials suppliers. "Construction contracts" are for the design, construction, alteration, renovation, remodeling, or repair of any building or improvement to real property, or for furnishing materials or equipment for the project. The term also includes moving, demolition, or excavation. BY RESPONDING TO THIS SOLICITATION, AND WHEN APPLICABLE, THE PROPOSER AGREES TO COMPLY WITH THE TEXAS BUSINESS AND COMMERCE CODE No (1) Refer to the section titled "Assignments of Agreements". RingCentral proposed continuing the first sentence with: however Vendor may assign the Agreement and all of Vendor's rights and obligations thereunder without the prior approval of TIPS (a) to an affiliate of Vendor; (b) to the Vendor's successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connection with the provision of services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of Vendor's voting control or assets. This Agreement will bind and inure to the benefit of the Parties, and their permitted assigns and successors. (2) Refer to the section titled Form of Agreement: In the "Response Attachments" tab, at subtab 12 "Supplementary" information, please find a specimen of RingCentral, Inc.'s Form of Agreement provided in response to the "Form of Agreement" provision of the TIPS VENDOR AGREEMENT. (No Response Required) 180304 - RingCentral Inc. - Page 19 of 21 § 272 WHEN EXECUTING CONTRACTS WITH TIPS MEMBERS THAT ARE TEXAS GOVERNMENT ENTITIES. 180304 - RingCentral Inc. - Page 20 of 21 Line Items Response Total: $0.00 180304 - RingCentral Inc. - Page 21 of 21 c Z 00 > UJ m cr- q0 00 M -C uj o0 0 LL w -C c—q m r -q Ln w kD 0 6 ui im d' Ln ui Ln 0 c0 LA 6 4-1 k6 L1 LA E P" CL cq Ln zr 0 I -It CU -C 4-1 0 U z 0 Z 0 rq o Ln ri Ln r, Ln Ln d' F, w 00 c51 cu C: cu 4- Q) u c W (U CU 4- >O C: o,- 75 W *4 75 -a cn < 0 cu E CO W tw ::- > Ln _0 cu 0 ui U .5 W 0 Z L -C m LU Ln > LnLoE LU 0 00 dt q0 00 M O o0 c—q m r -q Ln w kD 0 6 m im d' Ln t -i Ln c0 LA 6 Lb k6 L1 LA P" m cq Ln zr Ln I -It 0 rq o Ln ri Ln r, Ln Ln d' F, w 00 c51 N E >O 0 tw CL E > 0 0 u to to Qi 0 E > 0- u L. 0 w -:� w @) >� AN - = LjE u E @) " @j E @j @ 0 E Ln 0 to Ln E 0 Er 00 ca LU E Lu E In -0 4� 0 E E W3 " vQ, M 0 a0 ca CL �: M Ln ", 0 s- U 0 4, ucc o Z -Y. C7 kn r 0 m E m V LuH Y , Cal tn V) c 0 m 0 u LI- tw o'6 41 4>�- X C: 0 = *r, WOE.TcumcL u m Z E E 0 =3 0 z u >� 4� 4- omo"3:Cw ,.- 41 U, - G V) - Tl b L . LWI: I V) W 'CS 0 CL d W CL N � E O E O E E h9 C O O O O X u O - 0 N u o 3 x � m Q =3 3 3 3 v g a a a a E O u O u vi w g v C OX O L O 0 - v E 3 c @J o v C L10 N — V E v ui @j @)a Y V OA vO + C Y O E N .Q o CD N CL iC) lD P IH QO Ir 00N V1 lD l0 In N u t - w eo Q1 01 h m fi a 1.1 N N Ql Q1 E v o 9 - O L u ¢ `n c u c C J d OV N OC 6Y n O 1? 1-1 o0 W to a N ID m tD coo rn m C V Ol 1� ul "6 G N N O1 cn N a) O O O Ln co N N 00 tOD N O F- O H N C � O N XN O O w u > p c Q a t2 c o m LO u N L ^n rn v h O 0 ^ a O O o^o X al M f0 V 0 W Y 7 m 41 -4 1 (n Q In d }r C a E u° ao c v a " `o w Q) 3 N °E z `a v V) c u v E X 5 m X v a Q Z Z DocuSign Envelope ID: 2ED242E2-9D15-4E72-85C8-82B67FFDBDAF RFP 180304 Telephone and Communications Data Systems and Solutions Certification Regarding Lobbying Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds. Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Fonn-LLL, "disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. RingCentral, Inc. Name of Organization 20 Davis Drive, Belmont, CA 94002 Address, City, State and Zip of Organization Bruce Johnson, Assistant Corporate Secretary Name & Title of Submitting Official r— Ootu,SSigned by, Y.--�— SEA40018EF7951Y 4E2... Date 04/27/2018 DocuSign Envelope ID: 2ED242E2-9D15-4E72-85C8-82B67FFDBDAF RFP 180304 Telephone and Communications Data Systems and Solutions FELONY CONVICTION NOTICE FOR RESPONSE TO TIPS SOLICITATION Statutory citation covering notification of criminal history of contractor is found in the Texas Education Code #44.034. Following is an example of a felony conviction notice: State of Texas Legislative Senate Bill No. 1, Section 44.034, Notification of Criminal History, Subsection (a), states "a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Subsection (b) states "a school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." THIS NOTICE IS NOT REQUIRED OF A PUBLICLY -HELD CORPORATION Complete only one of the three below:A or'B or C. I, the undersigned agent for the firm named below, certify that the information concerning notification of felony convictions has been reviewed by me and the following information furnished is true to the best of my knowledge. Official: Bruce Johnson Print Authorized Company Official's Name A� My firm is a publiclyheld corporation; therefore, this reporting requirement is not applicable. $ti 0...S' d Signature of Authorized Company Official: B. My firm is not owned nor operated by anyone who has been convicted of a felony: Signature of Authorized Company Official: C" My firm is owned or operated by the following individual(s) who has/have been convicted of a felony: Name of Felon(s): Details of Conviction(s): You may attach anther sheet Signature of Authorized Company Official: DocuSign Envelope ID: 2ED242E2-9D15-4E72-85C8-82B67FFDBDAF RFP 180304 Telephone and Communications Data Systems and Solutions CERTIFICATION BY CORPORATE OFFERER IF Mui"1,fF R °ER I 6p Oi?1 0,R � 101', THE FOLLOWING CERTIFICATE SHOULD BE EXECUTED AND INCLUDED AS PART OF PROPOSAL FORM/PROPOSAL FORM. OFFERER: RingCentral, Inc. (Name of Corporation) 1, Bruce Johnson certify that I am the Assistant Secretary of the Corporation (Name of Assistant Corporate Secretary) named its OFFERER herein above; that Mitch Tarica (Name of person who completed proposal document) who signed the foregoing proposal on behalf of the corporation offerer is the authorized person that is acting as Senior Vice President Sales (Title/Position of person signing proposal/offer document within the corporation) of the said Corporation; that said proposal/offer was duly signed for and in behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers. CORPORATE SEAL if available b, aFFTY1" SiUNA I URE 04/27/2018 DATE RFP 180304 Telephone and Communications Data Systerns and Solutions Federal Requirements for Procurement and Contracting with small and minori!j businesses, women's business enterprises, and labor surglus area firms. The Education Service Center Region 8 and TIPS Members anticipate possibly using federal funds for procurement under this potential award and is required to obtain the following compliance assurance. 1. Will you be subcontracting any of your work under this award if you are Successful? (check one) MMES or NO I I Yj 2. If yes to #1, do you agree to comply with the following federal requirements? (check one) Li I—17Xit ES or NO 2 CFR §200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. (a) The non -Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and wornen!s business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. RingCentral, Inc. Print name of authorized representative Mitch Tarica, Signature of authorized representative A Ak 04/27/2018 Date - DocuSign Envelope ID: 2ED242E2-9D154E72-85C8-82B67FFDBDAF RFP 180304 Telephone and Communications Data Systems and Solutions Texas Government Code 2270 Verification Form Texas 2017 House Bill 89 has been signed into law by the governor and as of September 1, 2017 will become law codified as Texas Government Code § 2270 and 808 et seq. The relevant section addressed by this form reads as follows: Texas Government Code Sec. 2270.002. PROVISION REQUIRED IN CONTRACT. A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. I, Bruce Johnson RingCentral, Inc. Insert Name of Company engaged by as an authorized representative of ESC Region 8/The Interlocal Purchasing System (TIPS) 4845 Highway 271 North Pittsburg,TX,75686 a contractor/vendor verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above- named Texas governmental entity in the future. I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above-named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity. FEW our company is not listed on and we do not do business with companies that are on the the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https:Hcomptroller.texas.gov/purchasing/docs/foreign- terrorist.pdf I swear and affirm that the above is true and correct. Olg a u c"of Named Authorized Company Representative 04/27/2018 Date RFP 180304 Telephone and Communications Data Systems and Solutions U g u Implijol ZA WE J. 13:10100-1 WK93 2:1 11116FLIV I RU" tj ALIF11 161:941:3ZI I :I V411A [61MAVAINLI fit I Him Mgiekyj q 1140:111 GOVERNMENT CODE, CHAPTER 552 If you consider any portion of your proposal to be confidential information and not subject to public disclosure pursuant to Chapter 552 Tex Govt Code or other law(s), you must make a My of all claimed confidential materials within your proposal and put this COMPLETED form as a cover sheet to said materials then scan, name "CONFEDENTIAV and upload with your proposal submission. (You must include the confidential information in the submitted proposal as well, the copy uploaded is to indicate which material in your proposal, if any, you deem confidential in the event the District receives a Public Information Request.) Education Service Center Region 8 and TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law. Pricing of solicited product or service may be deemed as public information under Chapter 552 Tex Gov't Code. The Office of Texas Attorney General shall make the final determination whether the information held by Education Service Center Region 8 and TIPS is confidential and exempt from public disclosure. If you claim that parts of your proposal are confidential, complete the top section below. I claim part of my proposal to be confidential and DONOT desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc. by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. The attached contains material from our proposal that I classify and deem confidential under Texas Gov't Code Sec. 552 or other law(s) and I invoke my statutory rights to confidential treatment of the enclosed materials. Name of company claiming confidential status of material Printed Name and Title of authorized company officer claiming confidential status of material M Signature State ZIP Phone Date OR---------------------- --------------------------------- if you do not claim any of your proposal to be confidential, complete the section below only. Express Waiver: I desire to expressly waive any claim of confidentiality as to any and all information contained 7t—hirn- our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. Mitch Tarica Senior Vice President Sales Printed Name authorized company officer Title of authorized company officer RingCentral, Inc. 20 Davis Drive, Belmont, CA 94002 650-4724100 AddressCi-, ty State ZIP Phone Signature Date 04/27/2018 RingCentral, Inc. Warranties 1. RingCentral Warranty RingCentral will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of the Vendor Agreement. To the extent permitted by Law, RingCentral shall pass through to Customer any and all warranties RingCentral receives in connection with equipment provided to Customer. 2. For RingCentral Furnished Products 2.1. Definitions a. Where used in this Section 2: i. "Customer" means you or any of your subsidiaries purchasing Product from RingCentral. ii. "Contract Date" means the date upon which a Purchase Order is accepted by RingCentral. iii. "Products" means the hardware, software, or any combination thereof, and related documentation, identified in the Website, https://www.ringcentral.com/office/voip- phone.htm] which are made available for purchase and/or license by Customer pursuant to the Vendor Agreement. Products shall be new, unless Customer requests refurbished Product. RingCentral will fulfil Purchase Orders for refurbished Product to the extent RingCentral has refurbished Product available. iv. "Supplier" means the supplier, licensor, publisher, manufacturer or other third party provider of Products. v. "Website" means the portal hosted by RingCentral through which Products are made available for purchase. b. As used in this terms of Warranty, (i) any reference to a statute shall be construed as a reference to that statute as amended, re-enacted or otherwise modified from time to time, (ii) the term "including" will always be deemed to mean "including, without limitation", (iii) a definition is equally applicable to the singular and plural forms of the RingCentral, Inc. Warranty Statement re: TIPS RFP 180304 Telephone and Communications Data Systems and Solutions feminine, masculine and neuter forms of the term defined, and (iv) any headings in this terms of warranty are for convenience only and shall not affect the interpretation of any terms. 2.2. Product Warranty. a. Customer understands that RingCentral is not the Supplier of the Products. Accordingly, all Products are sold subject to the express warranty terms, if any, specified by the original Supplier of the Products. Any software supplied to Customer pursuant to a Contract is supplied subject to the provisions of the Supplier's licensing terms. RingCentral will pass through to Customer all warranties that RingCentral is expressly authorized by the original Supplier to pass through to Customer. b. RingCentral represents and warrants that title to all Products shall be free from all security interests, liens, and encumbrances at the time of delivery to Customer. The foregoing shall not be construed, and RingCentral does not provide, any warranty against infringement of a third -party intellectual property right. Any warranties, conditions or other terms implied by common law or statute or otherwise in connection with these Conditions (except to title, in the case of Products) are hereby expressly excluded to the fullest extent permitted by law, save for fraudulent misrepresentation. 2.3. Product Warranty Assistance. a. For all returned Products (whether pursuant to a warranty claim or otherwise) RingCentral will, on the Customer's behalf, initiate an RMA request with Supplier. Following an RMA request, RingCentral shall issue an RMA number and issue a shipping label to Customer via electronic exchange (an "RMA"). b. Customer shall immediately notify RingCentral if any Products supplied to Customer prove to be defective in quality or condition within the Supplier's warranty period (the "Claim"). Upon receipt of notification of such Claim, RingCentral shall notify Customer whether, as a matter of Supplier policy, the Claim must be handled directly with the Supplier or indirectly through RingCentral. In the event the Claim must be handled directly between Customer and Supplier, RingCentral shall provide contact information to enable Customer to contact Supplier. In the event the Claim will be handled by RingCentral, then RingCentral shall provide Customer with a return material RingCentral, Inc. Warranty Statement re: TIPS RFP 180304 Telephone and Communications Data Systems and Solutions authorization ("RMA") for Customer to return the Products to RingCentral, and Customer shall return such Products to RingCentral in accordance with this Warranty statement and RingCentral's then current RMA policy (which shall be made available to Customer upon request). c. No Products may be returned to RingCentral without a valid RMA number displayed on the Products packaging. Any Products returned without a valid RMA number displayed on the Products packaging will be refused or returned. RingCentral shall not be obligated to ship replacement Products to Customer until RingCentral is in receipt of the original Products being returned. Notwithstanding the foregoing, upon receipt of notification of any warranty claim within the first ninety (90) days after receipt of the Product by Customer, RingCentral shall process such warranty claim per Supplier procedures and ensure the shipment of a replacement Product to Customer. Replacement Product may be new or used. After the first ninety (90) days from receipt of the Product by Customer, and unless otherwise directed by RingCentral, the Customer must contact the Supplier directly for any warranty repair or replacement services. d. During the first ninety (90) days after Customer's receipt of the Product, RingCentral is responsible for all shipping fees associated with a warranty claim (including, without limitation, both return of the defective Product and shipment of the replacement Product). Customer shall be responsible for any such shipping costs for warranty claims made after such initial ninety (90) day period. e. Customer agrees that RingCentral's sole liability to Customer regarding any Product defect claims is limited to the administration of such claims with the Supplier, and as set forth herein. After the first ninety (90) days from Customer's receipt of Product, RingCentral's liability to Customer regarding any Product defect claims is limited to and is expressly contingent upon RingCentral's ability to obtain a refund, credit or replacement Products from the Supplier. RingCentral has no obligation to accept a return of Products where the Customer fails to comply with Supplier's policy on Product returns. f. RingCentral shall not be liable or responsible for administering any defect or other claim which arises from normal wear and tear, misuse, negligence, accident, abuse, use not in accordance with Supplier's Product documentation, modification or alteration not RingCentral, Inc. Warranty Statement re: TIPS RFP 180304 Telephone and Communications Data Systems and Solutions authorized by Supplier, or use in conjunction with a third party product. RingCentral reserves the right to determine whether any Products are defective. 2.4. Product Warranty Returns. a. Any Products returned pursuant to an RMA issued by RingCentral must be shipped to RingCentral within seven (7) working days of the date of such RMA. Following an RMA request, RingCentral shall issue an RMA number and issue a shipping label to Customer via electronic exchange. b. Customer irrevocably authorizes RingCentral to carry out any necessary tasks related to the repair or replacement of Products on behalf of Customer under these Conditions. c. Unless RingCentral collects Products using its own carrier, Customer agrees that RingCentral shall not be liable for any loss or damage to Products returned to RingCentral. 3. Disclaimer of Warranties EXCEPT AS SPECIFICALLY SET FORTH IN THE VENDOR AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND RINGCENTRAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT RINGCENTRAL CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. RingCentral, Inc. Warranty Statement re: TIPS RFP 180304 Telephone and Communications Data Systems and Solutions RingCentral Whitepaper More Than Just A Cloud-Based Business Phone System Nothing is more important to business success than communicating professionally ,sand promptly with customers and colleagues. The way businesses Col-ramunicate and handle incoming calls, and everything from faxes to conference Calls, affects public perception of the company. Evolving businesses can better serve customers and enhance the way employees work by adopting the most readily available and affordable technology. In -today's world, leading edge commUnication begins and ends with a high-speed Internet -enabled, cloud -based, IP -connected phone service from RingCentral. KinSCcnira| Wibepaper In today's high-pressure world, a phone system is a lifeline to customers, suppliers and other key contacts. Businesses need an evolved, professional phone system that can be relied upon to not only serve employees located in the office, but the flexibility to accommodate employees who are working both remotely and in other geographic locations. Such a technologically advanced phone system, in turn, needs to a] low disparate employees the ability to communicate and work with equal efficiently nomatter where they are. Asemployees change the types ofdevices they use for communicating and doing business, the phone system needs to adjust seamlessly. Finally, the phone system also needs to support basic office functionality like faxing, conferencing and other forms ofcommunication tuall who use it. Above all, business phone systems need tobereliable. Businesses can't afford to miss calls because of technical glitches or primitive routing features. With many companies moving away from operating from one, centralized office building, the need is critical for a solution that can be accessible from wherever employees are working. With the added convenience of working across not only desktop I P phones, but smartphones, tablets and even PCs, new systems must adapt to the changing face of the modern workforce. Having an entire phone system operating over a standard high-speed Internet connection allows for such arevolutionary innovation. Rin. -Central VNIMtepaper An Enhanced Phone System Today, businesses have a wide range of options to address their phone systemneeds- everythingfromthembust, highly technical PBX systems traditionally used by businesses to new, feature -rich cloud -based solutions that provide an easy-to-use alternative. Until recently, this type of sophisticated communications solution was available only to companies with the necessary financial resources to design and implement their own customized phone system. Today, however, the Internet and cutting-edge technologies are driving down costs, lowering adoption barriers and opening new communication options, allowing businesses of all sizes toafford aworld-class business phone system. For years, businesses had noother choice, but torely ontraditional PBX systems comprised of complex hardware that required ongoing, costly maintenance and repair. This type of legacy equipment was often housed in a single office building and could only serve the employees who were working on the premises. Seemingly routine changes made to these systems, like adding lines for new employees, required scheduling and often took weeks to fully implement. In the event of a power outage, the equipment could go down for indefinite amounts of time, leaving businesses with no workaround. Now businesses have a choice. RingCenm| VVhbepaper The Breakthrough of A New Solution The breakthrough that's bringing affordable world-class phone and fax service to businesses is the cloud -based, or hosted, phone system. By leading the cloud -based phone system revolution, RingCentral is taking advantage of the power, quality and affordability of cloud computing technology to expand the idea of what a business phone system can do. Having the advantage of a cloud based phone system not only allows a company, and every employee working for it, unmatched flexibility, but also provides for seamless growth and can be easily set up and in f raction of the time it takes to program and install legacy hardware. Systemadministrators can quickly add new users and departments from any device, wherever they're working. With traditional PBX systems, employees had very little control over their own phone and the preference in the capabilities associated with it. Now, each employee can configure their own personalized messages, routing sequences and usage rules and even display their status tocolleagues ifthey choose. RingCcno| VVhtopaper Breaking Down A Cloud -Based Systern Based on a robust virtual PBX and cutting-edge voice over Internet Protoco I (Vol P) technology, and managed by the service provider, a cloud -based phone system lets any business take advantage of rich business phone systern functionality without the complexity and cost of an on -premise system. A cloud -based business phone system uses the I nternet to deliver all the features of an on -premise PBX—minus the costly setup and the bulky hardware. And since the Internet isn't bound to a specific location, a cloud -based PBX easily integrates multiple locations and remote employees. It is the only business phone system that provides affordable, reliable and professional phone system functionality for businesses with one ormore locations, and remote and mobile employees. Not only does acloud-based business phone system relieve growing companies of the need to own and operate their own on -premise phone system but it also provides unmatched feature, performance and fixed cost benefits. Besides providing local, national and international phone service, it includes an array of powerful call management features that are critical tosustainable business growth. Ring[cntra| Whitepaper [�` �� � | ��|yl[7\~���[lLy-��| // /�� �~/ / / ��. System Vsm Deefits Regardless of the size ofthe company, the professionalism and quality that comes from having aphone system boasting the latest technology and cutting edge features will heighten the —~ way itisperceived aswe] |asenhance the efficiency ofeach employee. � Using the latest technology will not ` only improve the capabilities and performance ofthe phone system, saving both time and money, but can boost business effectiveness with features complimented by|P-besedtechnology. � ` Easyto set upfor multiple locations and mobile workers. Atoll -free or local number serves as the main business number, and an auto -receptionist routes calls to multiple extensions, which call be assigned to employees in one or multiple locations and to mobile workers. m Nohardware installation mtechnical expertise required. Ahassle-f reeapproach to business communications, RingCentral Office eliminates the burden of a company having tomanage abig switchboard oncompany premises. * No start-up Costs. Unlike onsite PBX systems, which require expensive initial investments, RingCentral Office has no activation fees, and there's no charge for hardware orsoftware. * Low all-inclusive monthly costs. RingCentral Office beats onsite phone systems in terms ofmonthly costs. * Superior call quality. The award-winning RingCentral CIOLid-based phone system is designed tosurpass its customers'expectations. " Smartphone apps. RingCentral provides full control to set up and manage the phone system from smartphones. w Superior customer service. Businesses appreciate 24/7 RingCentral support, available atnoadditional cost tocustomers. 0 RingCentra|\Nhitepaper Advanced Features Through a standard high-speed Internet connection, employees access their phone system from anywhere and make one -touch changes using web forms or smartphone apps. Extensions can be tailored to play announcements; ring to departments or call queues; take voicemail messages; or ring through to employees, wherever they're located. For businesses wanting a national or regional presence, custornizable 800 numbers or local -number exchanges are available to create location -specific company numbers. With Business SMS, exclusive to RingCentral, employees can send and receive texts with individuals or groups using their business phone number while keeping their personal number private. For team meetings, the unlimited conference calling feature allows users to schedule an unlimited amount of conferences with up to a thousand attendees and works on|Pdesktop phones, smartphonesand PCs. Standard RingCentral capabilities also include auto -receptionist, flexible extension structure, multiple voicemail boxes, smart call routing, business answering rules, extension dialing, call transfers, and elegant integration with smartphones. RingCentral provides all the telecommunication capabilities that today's businesses demand and promotes easy to configure and intuitive phone system controls. The innovation to develop new features continues making the system user centric by not only enhancing call quality and reliability, but also adding convenience and flexibility to common individual and group business tasks. Ring[cntra| V8dtLpaper Buslinessesising One system for multiple locations and employees Unparalleled ease ofuse -nnPBX expertise needed Ultimate mobility and access hnmanywherc online toYour sma,tvhone Affordable Sx Fixed Costs With only a high-speed Internet connection required, the RingCentral phone system is anout-o[-the-box*o|ution.readytowork|ightningfast.anytimeandanyp|acevithno upfront investment. With no PBX hardware, it's easy to set up online and manage from asmurtphone.tablet orPC. RingCentra|desktop |Pphones arrive Plug & Ring ready, so businesses may continue working without delay. For one, low monthly cost, users can enjoy the features and convenience needed without additional usage charges. Norisk-ndbNescmice MOStry-Leading Technology with free support 24/7 Best value with an RingCentral has hundreds of thousands of business customers and has earned top industry aU_indusivc.|mmfixed honors, including the PC Magazine Editor's Choice Award, the Small Business Computing monthly cost Excellence in Technology Award, and the 2010 World Economic Forum Technology Pioneer Award. RingCentral houses its core technology infrastructure and global network in multiple, state -of -the- art data centers to reliably deliver business -class phone and fax functionality over the web. Le,-vn More With RingCento|, customers get alow monthly rate and instant activation with nosetup fees and no contracts required. For more information about the benefits of RingCcntm|'sc|oud-basrd phone system, contact one ofour Business Associates at: 1-855'774'2501 orsign upat: 020 4 RingCentral, Inc. All Rights Reserved. RingCentral and the RingCentral logo are trademarks of RingCentral, Inc. Rkwgc rrm, irp, 'al/,P'�, I Other third party marks and logos displayed on this page are trademarks of such respective third parties. EXHIBIT A DEFINITIONS Definitions. Capitalized terms used in this Agreement but otherwise not defined have the following meaning: 1. "Account" means the numbered account established with RingCentral and associated with Customer and the Services provided to Customer under this Agreement. For billing and convenience purposes, multiple services, Digital Lines, or End Users may be included in a single billing account, and/or a single Customer may have multiple billing accounts encompassing different geographic locations, business units, or other designations as requested by Customer and accepted by RingCentral. 2. "Account Administrator" means the person(s) who have been granted authority by Customer to set up, amend, or otherwise control settings and/or make additional purchases for the Account via the Administrative Portal. Account Administrators may have varying levels of Account rights, skills, or permissions. 3. "Account Data" means: any business contact information provided with the Account; RingCentral-generated logs of calling or other metadata developed or collected in the provision of the Services; configuration data; and records of Digital Lines and any Services purchased under this Agreement. 4. "Administrative Fees" means any administrative recovery fees, 911 cost recovery fees and the like separately charged by RingCentral to Customer. 5. "Administrative Portal" means the online administrative portal through which Account Administrators control settings and/or make additional purchases for the Account. 6. "Affiliate(s)" means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, and "control" means beneficial ownership of greater than fifty percent (50%) of an entity's then -outstanding voting securities or ownership interests. 7. "Attachment (s)" means documents appended to the contract containing additional terms for products and Services. Attachments are part of this Agreement. 8. "Confidential Information" means any information disclosed by or on behalf of the Disclosing Party) to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure. 9. "Customer Content" means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, shared files, conferences or other communications transmitted or stored through the Services. 10. "Digital Line" means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits an End Usergenerally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account. 11. "Disclosing Party" means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed by such Party's agents, including but not limited to, its Affiliates, officers, directors, employees and attorneys. 12. "Dispute" has the meaning set forth in Section 13(A) (Good Faith Attempt to Settle Disputes). MSA USA 20150319 Page 16 of 22 13. "End Point" means an application or device through which any End -User might access and/or use any of the Services, including without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations. 14. "End User" means an individual user to whom Customer makes the Services available, and may be a natural person, and may include but is not limited to Customer's employees, consultants, clients, external users, invitees, contractors and agents. 15. "Helpdesk" means first-tier support provided to End Users by Customer. 16. "Indemnifying Party" and "Indemnified Party" have the meanings set forth in Section 11(C) (Defense and Indemnification Procedures). 17. "Initial Term" has the meaning set forth in Section 2(E) (Services Term). 18. "Intellectual Property Rights" or" IP Rights" means all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and "moral" rights; (c) the protection of trade and industrial secrets and Confidential Information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) a person's name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations -in -part, renewals, reissuances and extensions of the foregoing (as applicable). 19. "Law" means any law, statute, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrative order or ruling of any governing Federal, State, local or non -U.S. governmental body with jurisdiction over the Services. 20. "Order Form(s)" means a request for Service describing the type and quantity of Services purchased under this Agreement, prepared by RingCentral and executed by Customer. 21. "Receiving Party" means the Party or its agents, including, but not limited to its Affiliates, officers, directors, employees and attorneys receiving Confidential Information. 22. "Renewal Term" has the meaning set forth in Section 2(E) (Services Term). 23. "RingCentral Customer Care" means RingCentral's Customer support operations, available at htt /success.rin-central.com RCon j2EL . 24. "RingCentral Network" means the network and supporting facilities between and among the RingCentral points of presence ("PoP(s)"), up to and including the interconnection point between the RingCentral's network and facilities, and the public Internet, private IP networks, and the Public Switched Telephone Network (PSTN). The RingCentral Network does not include the public Internet, a Customer's own private network, or the PSTN. 25. "Service(s)" means all services provided under this Agreement, and set forth in one or more Order Form(s). 26. "Start Date" means the date so identified in the relevant Order Form or the date on which Customer orders Services via the Administrative Portal. 27. "Taxes" means any and all federal, state, local, municipal, foreign and other taxes and fees charged or collected from Customers, including but not limited to any Universal Service Fund, TRS and 911 taxes and fees. 28. "Term" means the Initial Term plus any Renewal Terms. MSA USA 20180319 Page 17 of 22 29. "Third Party Claim" has the meaning set forth in Section 11(A) (Indemnification by RingCentral). 30. "Use Policy" refers to any of the policies identified in Section 5(B) (Use Policies). MSA USA 20180319 Page 18 of 22 ATTACHMENT A Service Attachment— RingCentral Office Services This Service Attachment is a park of the Master Services Agreement (the "Agreement") that includes the terms and conditions agreed by the Parties under which RingCentral will provide the RingCentral Office Services to Customer. 1. Service Overview RingCentral Office is a cloud -based unified communications service that includes enterprise - class voice, fax, text, call handling, mobile apps, and BYOD capability that integrates with a growing list of applications. RingCentral Office includes Voice Services, including extension -to -extension calling and the ability to make and receive calls to and from the public switched telephone network (PSTN) RingCentral Meetings, a video and audio conferencing service, including screen sharing Collaboration Tools, including One -to -One and Team Chat, File Sharing, task management, SMS/Texting (where available) and other innovative tools RingCentral Office Services may be accessed from a variety of user End Points, including IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations. 2. Office Purchase Plans A. Tiers of Service RingCentral Office is made available in several pricing tiers, which are described more fully at l~rtt / rinngcentr�aLcalla/off ic / ariswj( ion.. hknil. RingCentral offers unlimited monthly plans for some of its products and services, RingCentral Services are intended for regular business use. "Unlimited" use does not permit any use otherwise prohibited by the Acceptable Use Policy, available at i�kt s.�wv%war`s_rogc �atr l cc�rnfiiZA�_ g pjable-ease-�cy.hj¢n1 including trunking, access stimulation, reselling of the Services, etc. B. Minute and Calling Credit Bundles Minute Bundles, e.g., Toll Free Minute Bundles, can be purchased in incremental buckets of minute in addition to any number of minutes included with the purchased tier. Inbound Toll Free minutes are deducted from included minutes, purchased Minute Bundles, or charged as overage at the rates currently in effect. International Calling Credit Bundles can be purchased in addition to any base amount included with the purchased tier. International External Calls are charged against Calling Credits on the Account per destination rates, or as overage once Calling Credits are exceeded. Currently effective rates are available at ht svvwvcirl.com su ori/pntr rttio�ial-rtesM�it_rr�l. MSA USA 20180319 Page 19 of 22 Extension -to -Extension Calls within the Customer account never incur any usage fee and are unlimited, except to the extent that such calls are forwarded to another number that is not on the Customer account. Additional Calling Credits may be purchased through the Auto -Purchase feature, which can be selected for automatic purchase in various increments on the Administrative Portal. Auto - Purchase is triggered when the combined usage of all End Users on an Account exceeds the total Calling Credits or when End Users make calls with additional fees (e.g., 411). Minute Bundles and Calling Credit Bundles expire at the end of month and cannot roll over to the following month. Auto -Purchased Calling Credits expire twelve (12) months from date of purchase. Bundles may not be sold, transferred, assigned, or applied to any other customer. 3. N11 and other Calling Operator Assisted Calling, 311, 511 and other N11 Calling. RingCentral does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls). The Services may not support 211, 311, 411, 511 and/or N11 calling in one or more service areas. Additional charges may apply for these calls. 4. Directory Listing Service RingCentral offers directory listing (the "Directory Listing Service"). If Customer subscribes to the Directory Listing Service, RingCentral will share certain Customer Contact Data with third parties as reasonably necessary to include in the phone directory ("Listing Information"). This information may include, but is not limited to, Customer's company name, address, and phone numbers. Customer authorizes RingCentral to use and disclose the Listing Information for the purpose of publishing in, and making publicly available through, third -party directory listing services, to be selected by RingCentral or third -party service providers in their sole discretion. Customer acknowledges that by subscribing to the Directory Listing Service, Customer's Listing Information may enter the public domain and that RingCentral cannot control third parties' use of such information obtained through the Directory Listing Service. Opt Out. Customer may opt out of the Directory Listing Service at any time, however RingCentral is not obligated to have Customer's Listing Information removed from third -party directory assistance listing services that have already received Customer's information. No Liability. RingCentral will have no responsibility or liability for any cost, damages, liabilities, or inconvenience caused by calls made to Customer's telephone number; materials sent to Customer, inaccuracies, errors or omissions with Listing Information; or any other use of such information. RingCentral will not be liable to Customer for any use by third parties of Customer's Listing Information obtained through the Directory Listing Service, including without limitation the use of such information after Customer has opted out of the Directory ListingService. MSA USA 20180319 Page 20 of 22 S. RingCentral Global Office RingCentral Global Office provides a single communications system to companies that have offices around the world, offering localized service in countries for which Global Office is available. Additional information related to Global Office Services is available at 111.t Zl]r rev�r.r r�tr 4 cczm d al �icip �ioball-office countries.htni1. This section sets forth additional terms and conditions concerning RingCentral's Global Office for customers that subscribe to it. A. Emergency Service Limitations for Global Office RingCentral provides access to Emergency Calling Services in many, but not all, countries in which RingCentral Global Office is available, allowing End Users in most countries to access Emergency Services (911 in the United States and Canada, 999/112 in the United Kingdom and throughout the European Union, and any other applicable Emergency Services number). Emergency Services may only be accessed within the country in which the Digital Line is assigned, e.g., an End User with a Digital Line assigned in Ireland may dial Emergency Services only within Ireland. Access to Emergency Calling Services in RingCentral Global Office countries, where available, is subject to the Emergency Services Policy, available at It?s�irrv�.rinpe�trlcr�rlegne�grscerv�ces9mtnal. Customer must make available and will maintain at all times traditional landline and/or mobile network telephone services that will enable End Users to call the applicable Emergency Services number. Customer may not use the RingCentral Services in environments requiring fail-safe performance or in which the failure of the RingCentral Services could lead directly to death, personal injury, or severe physical or environmental damage. B. Global Office Provided Only in Connection with Home Country Service. RingCentral provides Global Office Service only in connection with Services purchased in the Home Country. RingCentral may immediately suspend or terminate Customer's Global Office Services if Customer terminates its Digital Lines in the Home Country. All invoicing forthe Global Office Services will be done in the Home Country on the Customer's Account, together with other Services purchased under this Agreement, using the Home Country's currency. Customer must at all times provide a billing address located in the Home Country. RingCentral will provide all documentation, licenses, and services in connection with the Global Office Service in English; additional language support may be provided at RingCentral's sole discretion. C. Relationships with Local Providers. In connection with the provision of RingCentral Global Office Services, RingCentral relies on local providers to supply certain regulated communication services; for example (i) for the provision of local telephone numbers within local jurisdictions; (ii) to enable you to place local calls within local jurisdictions; and (iii) to enable You to receive calls from non-RingCentral numbers on Customer's Global Office telephone number(s), by connecting with the local public switched telephone network. Customer hereby appoints RingCentral as Customer's agent with power of attorney (and such appointment is coupled with an interest and is irrevocable during the Term) to conclude and enter into agreements with such local providers on Customer's behalf to secure such services. MSA USA 20180319 Page 21 of 22 RingCentral's locally licensed affiliates provide all telecommunications services offered to Customer within the countries in which such affiliates are licensed. RingCentral, Inc., is responsible for all contracting, billing, and customer care related to those services. 6. Definitions Definitions. Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service Attachment, the following terms have the meanings set forth below: 31. "Digital Line" means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits the End User generally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account. 32. "End Point" means an application or device through which any End -User might access and/or use any of the Services, including without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations. 33. "Extension -to -Extension Calls" means calls made and received between End Points on the Customer Account with RingCentral, regardless of whether the calls are domestic or international. 34. "External Calls" means calls made to or received from external numbers on the PSTN that are not on the Customer Account with RingCentral. 35. "Home Country" means the United States or the country that is otherwise designated as Customer's primary or home country in the Order Form. MSA USA 20180319 Page 22 of 22 Attachment B SERVICE ATTACHMENT – RINGCENTRAL PROFESSIONAL SERVICES AGREEMENT This Service Attachment is a part of the Master Services Agreement (the "Agreement") that includes the terms and conditions agreed by the Parties under which RingCentral will provide the RingCentral Professional Services to Customer. In the event of any conflict between the provisions of the Agreement and the provisions of this Professional Services Agreement (the "PS Agreement"), such provisions of this PS Agreement will prevail. 1. Service Overview RingCentral shall provide the implementation, installation, consulting, configuration services and other professional services ("Professional Services") as described and agreed upon in writing between the Parties pursuant to a statement of work ("Statement of Work" or "SOW"). The Professional Services may include the creation and delivery of customized software, documentation or other work product ("Deliverables"). 2. Project Phases The Professional Services may be delivered in one or more phases. The SOW will specify the milestone, objectives, Deliverables, Sites, fees and other components that are included in the scope of each phase ("Project Phase"). The Professional Services may also be provided on a time and material basis ("T&M Services") paid by the hour based on the then current T&M Services hourly rate offered by RingCentral, and calculated on the bases of RingCentral service records. Customer agrees that the delivery, installation, testing, acceptance and payment for the Professional Services rendered under any one Project Phase is not dependent on the delivery, installation, testing, acceptance and payment for the Professional Services under any other Project Phase. Each Project Phase will be billed upon Acceptance, and payment for each Project Phase is due in full within the applicable payment period agreed between the parties and is non-refundable. 3. Customer Sites and Site Visits In the event the Parties agree that the Professional Services must be performed at one or more Customer facility(ies) ("Site(s)"), the Site(s) will be separately identified in the applicable SOW. Each visit to a separate Customer Site will be considered a separate "Site Visit". When so stipulated in the SOW, each Site may constitute a Project Phase. Customer has the following obligations with respect to all Site Visits: a. Customer will maintain and ensure safe working conditions at each Site and shall promptly inform the RingCentral project manager of any known hazardous conditions at any Site prior to any visit by RingCentral Personnel. b. Customer shall ensure that all Site hardware and network environment meets or exceed the requirements set forth in the Statement of Work and in "RingCentral VoIP Network Requirements and Recommendations" which can found at: i1ttP.';.' success.ringcentral.com articles RC I<< (Lowle l&e—A— :icle/9233 Attachment — PS Agreement 20180315 Page 1 of 4 C. Customer shall provide RingCentral with all reasonable information, cooperation, and assistance that RingCentral requests in connection with performing the Services, including without limitation providing RingCentral with access to Customer's systems and networks and related system and network administrators. Any failure on the part of Customer to provide the cooperation requested by RingCentral, or to provide the information or hardware and software environment required, may result in the need for a Change Order to contemplate additional fees and extended timelines to accommodate Customer's failure to do so. d. Customer shall ensure that at least ten (10) business days prior to a Site Visit or as otherwise agreed in the applicable SOW, the Customer Project Manager shall provide to the RingCentral Project Manager the following information for the Site to be visited: L a fully completed Site Survey Data form which can be accessed and completed at http://www.tguickbase.com (Customer will be given a username and password for access to the site upon execution of the applicableSOW); i the first and last name, extension number, and email address for delivery of message notification emails of each User for which the Services are to be implemented at the Site and any other information that RingCentral requests to configure the digital lines that are part of such Services to be implemented (this information needs to be in the form of a Microsoft Excel file suitable for use with the Plan Service's bulk configuration utility); FL written or illustrated diagrams of Customer's current and proposed dial plans and data and call flows; and iv. information related to configurations, equipment, and deployment requirements for the Site, as requested by RingCentral. 4. Late Site Visit Change. The Parties acknowledge and agree that Customer's cancellation or change of the dates of a Site Visit at any time during the ten (10) business days immediately prior to the date that the Site Visit is scheduled to take place (a "Late Site Visit Change") will cause RingCentral to incur in expenses and losses (including without limitation RingCentral's costs in rescheduling the Site Visit and/or loss of opportunity for other business during the period during which such Site Visit was to take place). Accordingly, Customer agrees that for each Late Site Visit Change, Customer shall incur (at the time of cancellation or change) and be liable for, as liquidated damages, an amount equal to eight (8) hours of RingCentral T&M Services at RingCentral's then -current T&M Services hourly rate (as set forth in the applicable SOW), as well as any Service Expenses (set at $2,500 per trip) that have already been expended by RingCentral. The Parties acknowledge and agree that this amount is a fair, reasonable, and appropriate pre -estimate of the losses that RingCentral will incur as a result of any single Late Site Visit Change. 5. Professional Services Acceptance Each SOW will identify the specific criteria required forthe completion of each Project Phase ("Completion Criteria"). Unless otherwise agreed between the parties in the SOW, upon RingCentral's completion of the Professional Services for each Project Phase, RingCentral will review the Completion Criteria with Customer and will present to the Customer the Professional Services Project Completion Signoff Form ("PCF") forthat Project Phase. Notwithstanding anything to the contrary in this PS Agreement or any SOW, RingCentral's obligations under any Project Phase are deemed accepted and the Professional Services Attachment — PS Agreement 20180315 Page 2 of 4 under such Project Phase shall be considered completed in full and billable upon any of the following ("Acceptance"): a. Customer executes the PCF. b. If RingCentral presents Customer with the PCF and the Customer fails to execute the PCF within three (3) days, unless the Customer provides to RingCentral, within those three (3) days, with a detailed description of the items that are outstanding or that are materially non- conforming with the Completion Criteria applicable to the specific Project Phase. If RingCentral timely receives a rejection notice, then RingCentral will complete or re- perform any portion of the non -conforming Professional Services, and re -submit the PCF for the Project Phase to the Customer for Acceptance as described above. If RingCentral timely receives from the Customer a second rejection notice, and RingCentral, in its reasonable discretion determines that the Professional Services for the Project Phase were properly completed in accordance with the Completion Criteria, the Project Phase will be deemed to have been Accepted. c. Production Use: Unless otherwise agreed in writing between the parties, production use will constitute Acceptance for all purposes of this PS Agreement. d. In the event of termination of the applicable SOW as set forth below. e. T&M Services. Acceptance for T&M Services is deemed accepted upon performance. 6. Payment a. The SOW will set forth the fees that the Customer will pay to RingCentral for each Project Phase, and the rates for T&M Services. Customer will compensate RingCentral fees and expenses for the Services as set forth in the applicable SOW. Customer acknowledges and agrees that all fees and charges shall be due and payable without any deduction, withholding, or offset of any kind, including without limitation for any levy ortax. b. Invoicing and Payment of Professional Services fees. Except to the extent otherwise provided in an SOW, all amounts due under this PS Agreement for Professional Services other than T&M Services, shall be invoiced upon Acceptance of each Project Phase. T&M Services will be invoiced Monthly in arrears. The payment term for each invoice is set forth in the Agreement. c. Service Expenses. In addition to the fees and expenses set forth in the applicable SOW, Customer agrees to reimburse RingCentral for its fixed travel, meal, and lodging expenses incurred in connection with any Site Visit ("Service Expenses"). Travel, meal, and lodging expenses shall be invoiced upon Acceptance of each Project phase, alongside all other amounts due under this PS Agreement, on a per-trip/per resource basis, at a fixed rate of $2,500 per trip. RingCentral shall, after Customer request, provide information verifying the deployment of on-site resources, but all invoices regarding Service Expenses shall only reference the fixed cost mentioned above, as applicable. d. Additional Fees. Customer agrees to incur and be liable for any additional fees or other amounts provided for in this PS Agreement or the applicable SOW. These Additional fees may include, but are not limited to the following: L For any additional Site Visit(s) not included in the SOW, the Customer agrees to pay on a T&M Services basis, with a minimum fee equal to eight (8) hours of RingCentral per day at RingCentral's then -current T&M Services hourly rate. i Customer agrees to pay a reschedule fee of five hundred dollars ($500.00) for any Site Visit that must be rescheduled without at least ten (10) business days' notice to RingCentral. Attachment — PS Agreement 20180315 Page 3 of 4 e. Full Statement of Conditions for Customer Payment Obligations. In no event shall Customer's incurring of or obligation to pay any amount under this PS Agreement be contingent on or tied in any way to the occurrence of any event not specifically identified in this PS Agreement, as such a condition with respect to such amounts. 7. Changes to SOWS Changes to any applicable SOW shall be made only in a mutually executed written change order between RingCentral and Customer (a "Change Order"), outlining the requested change and the effect of such change on the Services, including without limitation the fees and the timeline as determined by RingCentral in its reasonable discretion. RingCentral shall have no obligation to commence work in connection with any Change Order until the Change Order is agreed upon by both Parties in writing. RingCentral has no obligation to provide any Professional Services outside the scope of an SOW. & Term and Termination a. Term. This PS Agreement shall remain in effect for as long as the Agreement is in effect, unless terminated in accordance with this Section. b. Termination. Either Party may terminate this PS Agreement, in whole or in part, with thirty (30) days' advance written notice to the other Party. Unless otherwise specified in the termination notice, the termination of one SOW or Project Phase shall not necessarily result in the termination of, or otherwise affect, any other SOW or Project Phase. c. Effect of Termination. in the event that this PS Agreement, a SOW, or a Project Phase is terminated, in whole or in part, for any reason other than for RingCentral's material breach of this PS Agreement, Customer shall be obligated to pay RingCentral for: L any Professional Services and T&M Services that have been rendered up until the effective date of the termination; i all applicable Service Expenses incurred; and FL (50%) of the fees for any other Professional Services not yet performed, due under the Project Phase(s) being cancelled. d. Post -Termination Notice Wrap -Up. Upon receiving or providing notice of termination of this PS Agreement, RingCentral shall be relieved of and excused from any obligation to continue to perform Services or to perform under any then -current SOWS or Project Phase, as the case may be, but shall have the right to elect in its sole discretion to continue to perform such Services in the period prior to the applicable SOW's or Project Phase, as the case may be, termination. e. Obligations Upon Termination. Upon termination of this PS Agreement, Customer will promptly destroy or, at RingCentral's request, return to RingCentral, all RingCentral Confidential Information in their possession, including deleting or rendering unusable all electronic files and data that contain RingCentral Confidential Information, and will provide RingCentral with certification of compliance with this subsection. Attachment — PS Agreement 20180315 Page 4 of 4 ATTACHMENT C SERVICE LEVEL AGREEMENT FOR OFFICE SERVICES This Service Level Agreement for Office Services (the "Office SLA") is a part of the Master Services Agreement (the "Agreement") that includes the Service Availability levels RingCentral commits to deliver on the RingCentral Network for Voice Services, solely for Office Services. 1. Overview RingCentral will maintain the Quality of Service for Voice Services at the performance levels as defined below: Service Availability 99.999% (Monthly Calculation) Maximum Service Credit 30% of MRC (Monthly) Quality of Voice Service 3.8 MOS Score (Monthly Calculation) 2. Minimum Eligibility Customer is entitled to the benefits of this Office SLA only to the extent that Customer maintains a minimum of fifty (50) Digital Lines under the Office Service Attachment with a minimum twelve (12) month Initial Term and twelve (12) month Renewal Term. This Office SLA shall not apply to any period of time where Customer does not meet the foregoing requirements. 3. Service Delivery Commitments a. Calculation of Service Availability. Service Availability = [ 1 — ((number of minutes of Down Time x number of impacted users) J (total number users x total number of minutes in a calendar month)) x 100] Availability shall be rounded to nearest thousandth of a percent in determining the applicable credit. Service Credits for Down Time will not exceed 30% MRC. Attachment— SLAOF 20180315 Page 1 of 4 b. Calculation of Service Credits. Customer is entitled to Service Credits according to the following table: z 99.999 > 99.500 and < 99.999% >_ 99.000 and < 99.5000% > 95.000 and < 99.000° < 95.000% 0% MRC .......... 5% MRC 10% MRC 20% MRC 30% MRC - c. Qualifying for Service Credits. Service Credits for Down Time will accrue only to the extent: i. Down Time exceeds 1 minute; ii. Customer reports the occurrence of Down Timeto RingCentral Customer Service by opening a Support Case within twenty-four (24) hours of the beginning of the applicable Down Time period and in accordance with RingCentral's published customer service procedures; iit Customer submits a written request for Service Credits to RingCentral Customer Service within ten (10) business days of the date the Support Case was opened by Customer, including a short explanation of the credit claimed and the number of the corresponding Support Case; iv. RingCentral confirms that the Down Time was the resultof an outage or fault on the RingCentral Network; and v. Customer is not in material breach of the Agreement, including its payments obligations. d. Finality of Decisions. Credits may be issued in RingCentral's sole reasonable discretion, and will expire at the expiration or termination of the Agreement. 4. Quality of Service Commitments a. Quality of Service Targets. RingCentral will maintain an average MOS score of 3.8 over each calendar month for Customer Sites in theTerritory, except to the extent that Customer endpoints connect via public WiFi, a low bandwidth mobile data connection (3G or lower), or Customer uses of narrowband codecs such asG.729. b. Quality of Service Report: Customer may request a Quality of Service Report for the preceding calendar month by submitting a Support Case. RingCentral will endeavor to provide the Quality of Service Report within five (5) business days. c. Diagnostic Investigation: If the Quality of Service Report shows a failure to meet the target 3.8 average MOS as calculated under this Section, RingCentral will use industry - Attachment — SLAOF 20180315 Page 2 of 4 standard diagnostic techniques to investigate the cause of the failure. Customer shall cooperate with RingCentral in this investigation fully and in good faith. d. Diagnostic Remediation. Based on its investigation, RingCentral will provide a reasonable determination of the root cause(s) of any failure for the quality of service to meet the target MOS of 3.8. RingCentral will resolve any root cause(s) on the RingCentral Network; Customer shall timely implement settings or other resolution advised by RingCentral to improve the quality of service. S. Chronic Service Failures a) Service Availability: Customer may terminate the Agreement without penalty, and will receive a pro -rata refund of all prepaid, unused fees in the following circumstances if RingCentral fails to meet a Service Availability of at least 99.9% on the RingCentral Network for Voice Services during any three (3) calendar Months in any continuous 6 -Month period, and customer has timely reported Down Time as set forth herein. b) Quality of Service: Customer may terminate the affected Customers Sites under its Agreement without penalty, and will receive a pro -rata refund of all prepaid, unused fees in the following circumstances if RingCentral fails to meet the Minimum MOS, as measured in duly requested Quality of Service Reports, for the affected Customer Sites within four (4) months of the date of Customer's initial Support Case requesting a Quality of Service Report, except that such right inures only to the extent that Customer has complied fully and in good faith with the cooperation requirements and timely implemented all suggestions from RingCentral, in RingCentral's sole reasonable judgment. c) To exercise its termination right under this Office SLA, Customer must deliver written notice of termination to RingCentral no later than ten (10) business days after its right to right to terminate under this Section accrues. 6. Sole Remedy The remedies available pursuant to this SLA (i.e. the issuance of credits and termination for chronic service failure) shall be Customer's sole remedy for any failure to meet committed services levels under this SLA. For the avoidance of doubt, this clause does not bar or otherwise limit the remedies Customer may otherwise have for RingCentral's breach of the Agreement, subject to the limitations therein. 7. Definitions Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service Level Agreement, the following terms have the meanings set forth below: "Down Time" is an unscheduled period during which the Voice Services for RingCentral Office on the RingCentral Network are interrupted and not usable, except that Down Time does not include unavailability or interruptions due to (1) acts or omissions of Customer; (2) an event of a Force Majeure; or (3) Customer's breach of the Agreement. Down Time begins to accrue after one (1) minute of unavailability, per incident. "MOS" means the Mean Opinion Score, determined according to the ITU -T E -model, as approved in June 2015, rounding to the nearest tenth of a percent. MOS provides a prediction of the expected voice quality, as perceived by a typical telephone user, for an Attachment— SLAOF 20180315 Page 3 of 4 0 0 k end-to-end (i.e. mouth -to -ear) telephone connection under conversational conditions. MOS is measured by RingCentral using network parameters between the Customer endpoint, e.g., the IP Phone or Softphone, and the RingCentral Network, and will accurately reflect quality of the call to the caller using the Voice Services. "MRCYneans the monthly recurring subscription charges (excluding taxes, administrative or government mandated fees, metered billings, etc.) owed by Customer to RingCentral for Office Services for the relevant month. If customer is billed other than on a monthly basis, MRC refers to the pro -rata portion of the recurring subscription charges for the relevant calendar month. MRC does not include one-time charges such as phone equipment costs, set-up fees, and similar amounts, nor does it include any charges or fees for services other than Office Services. "Quality of Service Report" means a technical report provided by RingCentral, detailing MOS and related technical information. "RingCentral Network" means the network and supporting facilities between and among the RingCentral points of presence ("PoP(s)"), up to and including the interconnection point between the RingCentral's network and facilities, and the public Internet, private IP networks, and the PSTN. The RingCentral Network does not include the public Internet, a Customer's own private network, or the Public Switched Telephone Network (PSTN). "Service Availability/' is the time for which Voice Services for RingCentral Office are available on the RingCentral Network, expressed as a percentage of the total time in the relevant calendar month, and calculated as set forth below. "Service CreditsYneans the amount that RingCentral will credit a Customer's account pursuant to this Office SLA. "Site" means a physical location in the Territory at which Customer deploys and regularly uses at least five (5) RingCentral Digital Lines. A Digital Line used outside such physical location for a majority of days in the relevant calendar month, such as home offices, virtual offices, or other remote use, will not be included in the line count forthis purpose. "Support Case" means an inquiry or incident reported by the Customer, through its helpdesk, to RingCentral's Customer Care department, by placing a telephone call as outlined at http://success.ringcentral.com/RCContactSupp. "Territor means those countries in which Customers subscribes to RingCentral Office or Global Office Services. "Voice Services" means the audio portion of the Plan Services, across endpoints, including the Softphone, and IP desk phone. Attachment— SLAOF 20180315 Page 4 of 4 [This page intentionally blank] DocuSign Envelope ID: 171 Al A61 -E3EC-4882-8173-78444D7A6B1 2 Between RingCentral, Inc. and THE INTERLOCAL PURCHASING SYSTEM (TIPS) For RFP 180304 Telephone and Communications Data Systems and Solutions General Information The Vendor Agreement ("Agreement") made and entered into by and between The Interlocal Purchasing System (hereinafter referred to as "TIPS" respectfully) a government cooperative purchasing program authorized by the Region 8 Education Service Center, having its principal place of business at 4845 US Hwy 271 North, Pittsburg, Texas 75686. This Agreement consists of the provisions set forth below, including provisions of all Attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any Attachment, the provisions set forth shall control. The vendor Agreement shall include and incorporate by reference this Agreement, the terms and conditions, special terms and conditions, any agreed upon amendments, as well as all of the sections of the solicitation as posted, including any addenda and the awarded vendor's proposal. Once signed, if an awarded vendor's proposal varies or is unclear in any way from the TIPS Agreement, TIPS, at its sole discretion, will decide which provision will prevail. Other documents to be included are the awarded vendor's proposals, task orders, purchase orders and any adjustments which have been issued. If deviations are submitted to TIPS by the proposing vendor as provided by and within the solicitation process, this Agreement may be amended to incorporate any agreed deviations. The following pages will constitute the Agreement between the successful vendors(s) and TIPS. Bidders shall state, in a separate writing, and include with their proposal response, any required exceptions or deviations from these terms, conditions, and specifications. If agreed to by TIPS, they will be incorporated into the final Agreement. A Purchase Order, Agreement or Contract is the TIPS Member's approval providing the authority to proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed to between the vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business goals are some of the addendums possible. TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver. 10 192017.rp Page 1 of 13 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 Freight All quotes to members shall provide a line item for cost for freight or shipping regardless if there is a charge or not. If no charge for freight or shipping, indicate by stating "No Charge" or "$0" or other similar indication. Otherwise, all shipping, freight or delivery changes shall be passed through to the TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing. Vendor shall be legally permitted to sell, or an authorized dealer, distributor or manufacturer for all products offered for sale to TIPS Members. All equipment proposed shall be new unless clearly stated in writing. Customer Support The Vendor shall provide timely and accurate customer support to TIPS Members. Vendors shall respond to such requests within one (1) working day after receipt of the request. Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase. (Unless training is a line item sold or packaged and must be purchased with product.) Agreements All Agreements and agreements between Vendors and TIPS Members shall strictly adhere to the statutes that are set forth in the Uniform Commercial Code as most recently revised. Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by authorized agents of the participating government entities. Davis Bacon Act requirements will be met when Federal Funds are used for construction and/or repair of buildings. Tax exempt status A taxable item sold, leased, rented to, stored, used, or consumed by any of the following governmental entities is exempted from the taxes imposed by this chapter:(1) the United States; (2) an unincorporated instrumentality of the United States; (3) a corporation that is an agency or instrumentality of the United States and is wholly owned by the United States or by another corporation wholly owned by the United States;(4) the State of Texas; (5) a Texas county, city, special district, or other political subdivision; or (6) a state, or a governmental unit of a state that borders Texas, but only to the extent that the other state or governmental unit exempts or does not impose a tax on similar sales of items to this state or a political subdivision of this state. Texas Tax Code § 151.309. Most TIPS Members are tax exempt and the related laws of the jurisdiction of the TIPS Member shall apply. TIPS VENDOR AGREEMENT — RP Modified for Rin -Central 06212018 Ver. 10 192017.rp Page 2 of 13 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 Assignments of Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment can only be made to the awarded Vendor or vendor assigned company except that, RingCentral may assign the Agreement and all of Vendor's rights and obligations thereunder without the prior approval of TIPS (a) to an affiliate of Vendor; (b) to the Vendor's successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connection with the provision of services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of Vendor's voting control or assets. This Agreement will bind and inure to the benefit of the Parties, and their permitted assigns and successors. Disclosures 1. Vendor affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement. 2. Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with Members in the TIPS program. 3. The vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Renewal of Agreements The Agreement with TIPS is for three (3) years with an option for renewal for an additional one (1) consecutive year. Total term of Agreement can be up to the number of years provided in the solicitation, if sales are reported through the Agreement and both parties agree. The scheduled Agreement termination date shall be the last date of the month of the last month of the agreement's legal effect. Example: If the agreement is scheduled far to end on May 23, the anniversary date of the award, it would actually be extended to May 31 in the last month of the last year the contract is active. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement, may incorporate an automatic renewal clause with which the TIPS Member must comply. All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order or executed Agreement issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to TIPS VENDOR AGREEMENT — RP Modified for RingCentra106212018 Ver. 10 192017.rp Page 3 of 13 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable. Shipments The Vendor shall ship ordered products within a commercially reasonable time after the receipt of the order. If a product cannot be shipped within that time, the Vendor shall notify TIPS and the requesting entity as to why the product has not shipped and shall provide an estimated shipping date, if applicable. TIPS or the requesting entity may cancel the order if estimated shipping time is not acceptable. Invoices The awarded vendor shall submit invoices or payment requests to the TIPS Member participating entity clearly stating "Per TIPS Agreement # xxxxxxx. Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying designation as provided in the order by the TIPS Member. If applicable, the shipment tracking number or pertinent information for verification of TIPS Member receipt shall be made available upon request. The Vendor or vendor assigned dealer shall not invoice for partial shipments unless agreed to in writing in advance by TIPS and the TIPS Member. Payments The TIPS Member will make payments directly to the Vendor or vendor assigned dealer at net 30 days after receiving invoice or in compliance with applicable statute, whichever is the lessor time or as otherwise provided by an agreement of the parties. Pricing The Vendor agrees to provide pricing to TIPS and its participating governmental entities that is at least equal to the lowest pricing available to like cooperative purchasing customers and the pricing shall remain so throughout the duration of the Agreement. Price increases will be honored according to the terms of the solicitation. However, the Vendor shall honor previous prices for thirty (30) days after written notification to TIPS of an increase. All pricing submitted to TIPS shall include the participation fee, as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice presented to customer. Failure to render the participation fee to TIPS shall constitute a breach of this agreement and shall be grounds for termination of this agreement and any other agreement held with TIPS. Participation Fees Vendor or vendor assigned dealer Agreements to pay the participation fee for all Agreement sales to TIPS on a monthly scheduled report. Vendor must login to the TIPS database and use TIPS VENDOR AGREEMENT — RP Modified for Rin -Central 06212018 V er.10192017.rp Page 4 of 13 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 the "Submission Report" section to report sales. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement. Failure to pay the participation fee will result in termination of Agreement. Please contact TIPS at tips@tips-usa.com or call (866) 839-8477 if you have questions about paying fees. Indemnity The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney's fees, arising out of, or resulting from, Vendor's work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. i) RingCentral agrees to indemnify, defend, and hold harmless the Customer at RingCentral's expense, from and against any and all third -party claims or causes of action, ("Third Party Claim") alleging that the Services as provided by RingCentral infringe or misappropriate the patent, copyright, trademark or trade secret rights of a third party. Further, RingCentral will indemnify and hold harmless the Customer from all damages, reasonable costs and attorneys' fees finally awarded against the Customer by a court of competent jurisdiction in connection with such Third -Party Claim or agreed to in a written settlement agreement approved in writing by RingCentral. ii) RingCentral will have no indemnification obligations under subsection (i) above if the Third Party Claim arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by RingCentral in writing; (b) modifications to the Services not made by RingCentral; (c) Customer Content; (d) failure to promptly install any updates of any software or firmware or accept or use any modified or replacement items provided by or on behalf of RingCentral, provided free of charge, (e) breach of the Agreement or misuse of the Services, or (f) a Third Party Claim by Customer's Affiliate, successor, or assignee. iii) If such a claim is made or appears possible, Customer agrees to permit RingCentral, at RingCentral's sole discretion, to (a) modify or replace the Services, or component or part thereof, to make it non -infringing, or (b) obtain the right for Customer to continue use. If RingCentral determines that neither alternative is commercially reasonable, RingCentral may terminate the Customer's Order and/or this Agreement, in its entirety or with respect to the affected Service, component or part, effective immediately on written notice to Customer in which case Customer will not owe any fees or charges for any period subsequent to the date of such termination, and will be entitled to receive a refund of any prepaid but unused fees for the terminated Services. RingCentral's obligations under this Sub -Section will be RingCentral's sole and exclusive liability and Customer's sole and exclusive remedies with respect to any actual or alleged intellectual property violations. Per Texas Education Code §44.032(f), reasonable Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation. TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver.10192017.rp Page 5 of 13 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 Multiple Vendor Awards TIPS reserves the right to award multiple vendor Agreements for categories when deemed in the best interest of the TIPS Membership. Bidders scoring the solicitation's specified minimum score or above will be considered for an award. Categories are established at the discretion of TIPS. State of Texas Franchise Tax By signature hereon, the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code. Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a purchase order or contract modification occurs, TIPS is to be notified within 48 hours of receipt of order. Termination for Convenience TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty -day written notice. Termination for convenience is required under Federal Regulations 2 CFR part 200. All purchase orders presented to the Vendor by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. The awarded vendor may terminate the agreement with ninety (90) days written notice to TIPS 4845 US Hwy North, Pittsburg, Texas 75686. TIPS Member Purchasing Procedures Purchase orders or their equal are issued by participating TIPS Member to the awarded vendor indicating on the PO "Agreement Number". Order is emailed to TIPS at tipspo@tips-usa.com. • Awarded vendor delivers goods/services directly to the participating member. • Awarded vendor invoices the participating TIPS Member directly. • Awarded vendor receives payment directly from the participating member. • Awarded vendor reports sales monthly to TIPS (unless prior arrangements have been made with TIPS to report monthly). Form of Agreement If a vendor submitting an Proposal requires TIPS and/or TIPS Member to sign an additional agreement, a copy of the proposed agreement must be included with the proposal. TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver.10192017.rp Page 6 of 13 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 In response to submitted supplemental Vendor Agreement documents, TIPS will review proposed vendor Agreement documents. Supplemental Vendor's Agreement documents shall not become part of TIPS's Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it. Licenses Awarded vendor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded vendor. Awarded vendor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Agreement. TIPS reserves the right to stop work and/or cancel Agreement of any awarded vendor whose license(s) expire, lapse, are suspended or terminated. Novation If awarded vendor sells or transfers all assets or the entire portion of the assets used to perform this Agreement, a successor in interest must guarantee to perform all obligations under this Agreement. TIPS reserves the right to accept or reject any new party. A simple change of name agreement will not change the Agreement obligations of awarded vendor. Site Requirements (when applicable to service or job) Cleanup: Awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Awarded vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. Registered sex offender restrictions: For work to be performed at schools, awarded vendor agrees that no employee of a sub -contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present. Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member's discretion. Awarded vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety measures: Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver. 10 1 92017.rp Page 7 of 13 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 Smoking Persons working under Agreement shall adhere to local smoking policies. Smoking will only be permitted in posted areas or off premises. Marketing Awarded vendor agrees to allow TIPS to use their name and logo within website, marketing materials and advertisement. Any use of TIPS name and logo or any form of publicity, inclusive of press release, regarding this Agreement by awarded vendor must have prior approval from TIPS. Supplemental agreements The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter into a separate supplemental agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement or contract developed as a result of this Agreement is exclusively between the participating entity and awarded vendor. TIPS, its agents, TIPS Members and employees shall not be made party to any claim for breach of such agreement. Survival Clause All applicable software license agreements, warranties or service agreements that were entered into between Vendor and Customer under the terms and conditions of the Agreement shall survive the expiration or termination of the Agreement. All Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement, shall survive expiration or termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. Legal obligations It is the responding vendor's responsibility to be aware of and comply with all local, state and federal laws governing the sale of products/services identified in this Solicitation and any awarded Agreement thereof. Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Due to transparency statutes and public accountability requirements of TIPS and TIPS Members', the awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by TIPS Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the right to audit the accounting of TIPS related purchases for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct random audits of Awarded Vendor's pricing that is offered to TIPS Members. Notwithstanding TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver. 10 1 92017.rp Page 8 of 13 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement, TIPS shall have the ability to conduct the audit internally or may engage a third -party auditing firm to investigate any possible non -complying conduct. In the event of an audit, the requested materials shall be reasonably provided in the format and at the location designated by Region 8 ESC or TIPS. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and fully particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member and Awarded vendor. It is permitted for the TIPS Member to provide a general Page 8 of 12 scope, but the awarded vendor should provide a written scope of work to the TIPS Member as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a Purchase Order and/or an Agreement or Contract and/or an Agreement with the estimate referenced as an attachment along with required bond and any other special provisions agreed to for the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the Purchase Order and/or an Agreement or Contract and shall take precedence over those in the base TIPS Vendor Agreement. Project Delivery Carder Procedures The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership document, may make a request of the awarded vendor under this Agreement when the TIPS Member has services that need to be undertaken. Notification may occur via phone, the web, email, fax, or in person. Upon notification of a pending request, the awarded vendor shall make contact with the TIPS Member as soon as possible, but must make contact with the TIPS Member within two working days. Scheduling of Projects Scheduling of projects (if applicable) will be accomplished when the TIPS Member issues a purchase order or other document that will serve as "the notice to proceed". The period for the delivery order will include the mobilization, materials purchase, installation and delivery, design, weather, and site cleanup and inspection. No additional claims may be made for delays as a result of these items. When the tasks have been completed the awarded vendor shall TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver.10192017.rp Page 9 of 13 DocuSign Envelope ID: 171A1A61-E3EC-4882-8173-78444D7A6B12 notify the client and have the TIPS Member inspect the work for acceptance under the scope and terms in the P0. The TIPS Member will issue in writing any corrective actions that are required. Upon completion of these items, the TIPS Member will issue a completion notice and final payment will be issued. Support Requirements If there is a dispute between the awarded vendor and TIPS Member, TIPS or its representatives will assist in conflict resolution or third party (mandatory mediation), if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded vendors TIPS project files, documentation and correspondence. Incorporation of Solicitation The TIPS Solicitation, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, the Vendor's response to same and all associated documents and forms made part of the solicitation process, including any addenda, that resulted in the execution of this agreement are hereby incorporated by reference into this agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. NEW STATUTORY REQUIREMENT EFFETIVE SEPTEMBER 1, 2017. Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https:Hcomptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within 1 business day of the change by a letter on your letterhead from an authorized representative of the Vendor stating the non- compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 4845 Highway 271 North Pittsburg,TX,75686. And by an email sent to bids@tips-usa.com TIPS VENDOR AGREEMENT — RP Modified for RingCentral 06212018 Ver.10192017.rp Page 10 of 13 RingCentral, Inc./The Interlocal Purchasing System (TIPS) Piggyback Contract (PBA 19/20-21) (Telephone and Communications Data Systems and Solutions) Exhibit "B" ["Initial Order Form — Office Services"] [Continued on next page] This Initial Order Form is a binding agreement between RingCentral, Inc. ("RingCentral") and City of Sanford, ("Customer" or "You") (together the "Parties"), for the purchase of the Services, licenses, and products listed herein. This Initial Order Form is subject to the terms and conditions specified in the applicable Agreement between the Parties. Capitalized terms not defined herein shall have the same meanings as set forth in the applicable Agreement between the Parties. Service Provider Service Provider RingCentral, Inc. Address 20 Davis Drive City, State & Zip Code Belmont, CA 94002 Country USA Customer Customer City of Sanford Address 300 N Park Ave City, State & Zip Code Sanford, FL 32771 Country United States Billing Contact Person Billing Contact Phone Billing Contact E-mail Address Service Commitment Period Start Date June 30th, 2020 Initial Term 48 Months Renewal Term 48 Months 1/4 Document Ref: REPYT-OELGM-6KNKH-2GFUK Page 1 of 4 RbhgCenJ1F,1,',v11, 11" Payment Schedule I Monthly Payment Schedule RingCentral Office Services Summary of All Servic es DigitalLine Unlimited Standard Monthly 305 $9.50 $2,897.50 $0.00 e911 Service Fee Monthly 305 $1.00 $305.00 $0.00 Compliance and Administrative Cost Monthly 305 $3.50 $1,067.50 $0.00 Recovery Fee Live Reports License Monthly 10 $20.00 $200.00 $0.00 Yealink T48S Gigabit Color Touchscreen One - 275 $175.00 $0.00 $48,125.00 Business Phone Time RingCentral for Desktop One -Time 30 $0.00 $0.00 $0.00 1 1 1 New Service Amount $4,470.00 $48,125.00 Total Initial Amount $52,695.00 *Amounts are exclusive of applicable Taxes and Fees. 2/4 Document Ref., REPYT-OELGM-6KNKH-2GFUK Page 2 of 4 Special Terms and Notes: • Payment for the initial invoice shall be made within 120 days of the date of such invoice. • Payment for subsequent invoices shall be made within 30 days of the date of such invoice. • Per quoted services, the credit in the amount of $22,350.00 will cover service charges through November 2020, therefore leaving the first invoice to be due in December 2020, with all subsequent invoices to be due on a NET 30 term from the date indicated on the invoice. • The initial invoice for the quoted equipment in the amount of $48,125.00 shall be due on a NET 120 Term (due no later than November 2020) with no penalty for early payment. Any subsequent equipment purchased after the original order shall be due on a NET 30 Term. Cost Center Billing: For customers with cost center billing, it is the customer's responsibility to provide cost center allocation information to RingCentral at least 10 days prior to the issuance of the invoice. After the information is received, it will be reflected on future invoices, but will not be adjusted retroactively on past invoices. If purchasing additional services through the administrative portal, it is the customer's responsibility to assign cost centers at the time of purchase; otherwise, those services will not be allocated by cost center on the next invoice. Please note that cost center allocation is not available for certain items, such as minute bundles and credit memos. For additional questions, please contact the RingCentral invoice billing team at noydQ-;k iPlin . C ?ri n r l.cam. 3/4 Document Ref: REPYT-OELGM-6KNKH-2GFUK Page 3 of 4 Credit: Customer will be entitled to receive a one-time credit in the amount of $22,350.00. This credit will be applied against charges for recurring Services, (and any taxes and fees associated with those Services), included in future invoices issued by RingCentral to Customer until the total amount of the credit is used. The Customer will be responsible to pay for any additional services and products, including without limitation, additional lines and extensions, one-time services, usage base fees and bundles, IP devices, and their associated taxes and fees. This credit is non -transferable and non-refundable, and the entire amount is void if the Agreement is terminated within the first 30 days; after that, any unused amount will expire immediately upon termination of your Agreement. IN WITNESS WHEREOF, the Parties have executed this Initial Order Form above through their duly authorized representatives. City of Sanford By: Name: Bob Keegan Title: IT Manaqer Date: 06/16/2020 RingCentral, Inc. By: Name: Carson Hostetter Title: SVP, Field Sales Date: 4/4 Document Ref: REPYT-OELGM-6KNKH-2GFUK Page 4 of 4 Document Ref.: REPYT-OELGM-6KNKH-2GFUK Document signed by: Bob Keegan Verified E-mail: bob.keegan@sanfordfl.gov Document completed by all parties on: 17 Jun 2020 03:00:06 UTC Page I of 1 Signed with PandaDoc.corn PandaDoc is the document platform that boosts your company's revenue by accelerating the way it transacts