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2015/12/14 Intelesys One, Inc. FY18 Phone System
CITY OF MENIFEE PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and effective this 11 day of December, 2015 ("Effective Date") by and between the CITY OF MENIFEE, a California municipal corporation, ("City") and Intelesys One Inc., a California S Corporation. ("Consultant"). City and Consultant may sometimes herein be referred to individually as a"Party" and collectively as the "Parties." SECTION 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Services,attached hereto as Exhibit A and incorporated herein by this reference (the "Services"). Consultant will perform subsequent task orders as requested by the Contract Administrator (as defined below), in accordance with the Scope of Services. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on December 14, 2015 and shall end on December 14, 2018 unless the term of this Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect City's right to terminate this Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant represents and warrants that Consultant is a provider of first class work and services and Consultant is experienced in performing the Services contemplated herein and, in light of such status and experience, Consultant shall perform the Services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City,reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of the Services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 1.5 Authorization to Perform Services. Consultant is not authorized to perform any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2671/031858-0001 76305502 a12/14/15 SECTION 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Forty-Eight Thousand Nine hundred and twenty-three DOLLARS ($ 48,922.57) notwithstanding any contrary indications that may be contained in Consultant's proposal, for the Services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for the Services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; b. The beginning and ending dates of the billing period; C. A "Task Summary" containing the original contract amount, the amount of prior billings, the total due this period, the balance available under this Agreement, and the percentage of completion; d. At City's option, for each item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person performing the Services, the hours spent by each person, a brief description of the Services, and each reimbursable expense; e. The total number of hours of work performed under this Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing the Services hereunder necessary to complete the Services described in Exhibit A; f. Receipts for expenses to be reimbursed; g. The Consultant Representative's signature. Invoices shall be submitted to: City of Menifee Attn: Accounts Payable 29714 Haun Road Menifee, CA 92586 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for the Services satisfactorily performed, and for authorized reimbursable costs 2671/031858-0001 7630550.2 a12/11/15 -2- incurred. City shall have thirty(30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Pa. >nt. City shall pay the last ten percent (10%) of the total amount due pursuant to this Agreement within sixty(60) days after completion of the Services and submittal to City of a final invoice, if all of the Services required have been satisfactorily performed. 2.4 Total Pa. nnt. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entirety of the Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior to the submission of such an invoice. 2.5 Hourly. Fees for the Services performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of this Agreement. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.8 Payment upon Termination. In the event that City or Consultant terminates this Agreement pursuant to Section 8, City shall compensate Consultant for all outstanding costs and reimbursable expenses incurred for Services satisfactorily completed and for reimbursable expenses as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs and reimbursable expenses incurred to that date. SECTION 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. SECTION 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains 2671/031858-0001 7630550.2 a 12/11/15 -3- insurance that meets the requirements of this section and which is satisfactory, in all respects, to City. Consultant shall maintain the insurance policies required by this section throughout the teen of this Agreement. The cost of such insurance shall be included in Consultant's compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover inter-insured suits between City and other Insureds. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant pursuant to the provisions of the California Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against City and its officers, officials, employees, and authorized volunteers for loss arising from the Services performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability Insurance or an Automobile Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Services to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from the Services contemplated under this Agreement, including the use of hired, owned, and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage. 2671/031858-0001 7630550.2 a12/11/15 -4- 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing the Services pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be approved by City. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be no later than the commencement of the Services. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after the expiration or tennination of this Agreement or completion of the Services, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the Effective Date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after the expiration or termination of this Agreement or the completion of the Services. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the Services under this Agreement. City shall have the right to exercise, at Consultant's sole cost and expense, any extended reporting provisions of the policy, if Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to City prior to the commencement of the Services under this Agreement. 2671/031858-0001 7630550.2 a12/11/15 -5- 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this Section is to be placed with insurers with a Bests' rating of no less than A:VII and admitted in California. 4.4.2 Verification of coverage. Prior to beginning the Services under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: Menifee VOIP. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of Consultant. 4.4.3 Notice of Reduction in or Cancellation of Coverage. Consultant shall provide written notice to City within ten (10) working days if. (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased. 4.4.4 Additional insured; primary insurance. City and its officers, employees, agents, and authorized volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of the Services perfonned by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant in the course of providing the Services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to City as an additional insured must apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by City. Additional insured status shall continue for one (1) year after the expiration or termination of this Agreement or completion of the Services. A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to City and its officers, officials, employees, and volunteers, and that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss under the coverage. 4.4.5 Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the Services. During the tern of this Agreement, only upon the prior express written authorization of the Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured 2671/031858-0001 7630550.2 a12/11/15 -6- retention levels with a requirement that Consultant procure a bond guaranteeing pa}nnent of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Variation. The Contract Administrator may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies at law or equity City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof, and/or C. Terminate this Agreement. SECTION 5. INDEMNIFICATION. 5.1 Indemnification for Professional Liability. Where the law establishes a professional standard of care for performance of the Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, officials, volunteers, and agents from and against any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a defense for City, the legal costs of counsel retained by City) and any judgment (collectively, "Claims") to the extent same are caused in whole or in part by any negligent or wrongful act, error, or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. 5.2 Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by City), and hold harmless City, and any and 2671/031858-0001 7630550.2 a]2/11/15 -7- all of its officers, employees, officials, volunteers, and agents from and against any and all Claims, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant. 5.3 Limitation of Indemnification. The provisions of this Section 5 do not apply to claims occurring as a result of City's sole or active negligence. The provisions of this Section 5 shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, officials, employees, and agents acting in an official capacity. SECTION 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of the Services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes the Services rendered pursuant to this Agreement. The personnel perfonning the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents is in any manner officers, officials, employees, or agents of City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. SECTION 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall comply with all applicable local, state, and federal laws and regulations applicable to the performance of the work hereunder. Consultant shall not hire or employ any person to perform work within City or allow any person to perform the Services required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Any and all work subject to prevailing wages, as detennined by the Director of Industrial Relations of the State of California, will be the minimum paid to all laborers, including Consultant's employee and subcontractors. It is understood that it is the responsibility of 2671/031858-0001 7630550.2 a12/11/15 'g' Consultant to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with such requirement shall be maintained in a safe and secure location at all times, and readily available at City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any party perfoming the Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by Consultant or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works (as defined by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Consultant acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Consultant shall require the same of all subcontractors. 7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. SECTION 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. 8.2 Termination by Consultant. Consultant may cancel this Agreement upon 30 days' written notice to City. 8.3 Consequences of Termination. In the event of termination, Consultant shall be entitled to compensation for the Services performed up to the date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or City in connection with this Agreement. 2671/031858-0001 7630550.2 al2/11/15 -9- 8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection I.I. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.5 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.6 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal perfonnance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in Consultant's proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant shall notify City immediately. 8.7 Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the expiration or termination of this Agreement. 8.8 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the following: a. Immediately terminate this Agreement; b. Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; C. Retain a different consultant to complete the Services described in Exhibit A; and/or d. Charge Consultant the difference between the cost to complete the Services described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the Services. SECTION 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other forin that Consultant 2671/031858-0001 7630550.2 a12/11/15 -10- prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of City. Consultant hereby agrees to deliver those documents to City upon the expiration or termination of this Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use. Any use of such documents for other projects by City shall be without liability to Consultant. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law. 9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents and Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents and Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 9.3 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for the Services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. 9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. SECTION 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If either Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees and expenses including costs, in 2671/031858-0001 7630550.2 a 12/1 1/15 -11- addition to any other relief to which that Party may be entitled; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Applicable Law; Venue. The internal laws of the State of California shall govern the interpretation and enforcement of this Agreement. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in Riverside County. 10.3 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. 10.4 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other tern of this Agreement. 10.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.7 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Kevin Sewell ("Consultant's Representative"). The Consultant's Representative shall have full authority to represent and act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 10.8 City Contract Administration. This Agreement shall be administered by a City employee, Derek Williamson ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. The Contract Administrator shall have the power to act on behalf of City for all purposes under this Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction or orders from any person other than the Contract Administrator or his designee. 10.9 Notices. Any written notice to Consultant shall be sent to: Intelesys One Inc. 3155-B East Sedona Ct Ontario, CA 91764 Attn: Kevin Sewell 2671/031858-0001 7630550.2 a12/11/15 -1 2- Any written notice to City shall be sent to the Contract Administrator at: City of Menifee 29714 Haun Road Menifee, CA 92586 Attn: Derek Williamson with a copy to: City Clerk City of Menifee 29714 Haun Road Menifee, CA 92586 10.10 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.11 Rights and Remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 10.12 Integration.tion. This Agreement, including the scope of services attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.14 Execution of Contract. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. 2671/031858-0001 7630550.2 a12/11/15 -13- 10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that in the performance of this Agreement there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10.16 No Third Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.17 Nonliability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 10.18 No Undue Influence. Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City shall receive compensation, directly or indirectly, from Consultant, or from any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. 10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one(1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Services to be performed under this Agreement. [Signatures on Following Page] 2671/031858-0001 7630550.2 a 12/11/15 -14- IN WITNESS WHEREOF, the Parties hereto have executed and entered into this Agreement as of the Effective Date. CITr.*IFEE CONS LTANT Robert inson, City Manager Kevin Se , VP Sa es Attest Sa ah Manwa 'ng, 6ty Clerk Arro Betts, COO 2671/031858-0001 7630550.2 a 12/11/15 -1 S- EXHIBIT A SCOPE OF SERVICES EXHIBIT A 2671/031858-0001 7630550.2 a12/11/15 PAGE I of I Scope of Work - Intelesys Communications For Telephone System Installation Exhibit A - Scope of Services This document outlines the complete scope of work included in the contract for the installation of the business telephone system. Both parties understand the purpose of this document is to outline specifically the work contracted for and the responsibilities of Intelesys Communications to the customer. Any work added or changed will be billable to the customer. General Installation 76 Total stations to connect to existing functional wiring 0 Total stations that will be given new wiring 76 Total end users to be trained 8 Total training classes to be conducted 5 Trainer hours on site after conversion 2 # of days classes span 1 Total seats to be given in Admin webex training 3 # of maximum attendees on a conference call 0 # of additional Patch cord included (Phones come with one) Voice Mail Installation 10 Auto Attendant greetings to be pre recorded Network installation 2 # Seats to have unified messaging installed by Intelesys 0 # Seats to have fax server installed by Intelesys Add on product installation 1 Existing music on hold to be connected 1 Overhead paging system to be connected 0 # Existing analog device to be connected Additional considerations Any changes will be billed seperately Project assumes all cabling is Cat5 or better If IntelesysOne needs to run cable, it will be billed seperately If IntelesysONe is contracted to provide swicthes, they will be billed seperately Customer Signature Date C2�� lnS 1 Lb)Ayo-SdrJ Printed Name rF MPtJP{-6--t:-K- Items that may result in charge (not a complete list) Additional cabling --Moving of phone jacks ---'Repair of any equipment or cabling not meeting industry standard ,---Outdated add-ons that are not compatible with new equipment (i.e. paging amp) --.--Program changes requested by customer not originally specified (5 free are given) Additional training requested by customer Any network troubleshooting for IP installations proven to be a network issue Initials —91J Any items not specified above will be considered outside the contract and will be billable. The customer also acknowledges that additional work may not be able to be completed at the time of install in order to preserve the flow of the conversion. Any specific requirements should be noted on this document to avoid any confusion between the contracted parties. u-stomer Signature Date b CIZEV /AJ 1 LW iq"►�/lSzlnl Printed Name /—W1&I &-eYL Intelesys o tee Exhibit A - Scope of Services System Installation - Training Specifications To transition your company and users over to your new phone system Intelesys Communications proposes the following training schedule: End user Classes Class Size - 8-12 students Class Duration - 60 to 90 minutes Class location - Customer site Instruction Type - Instructor led participation Class Goal This class is focused on end user training of the phone system, voice mail, and call manager. At the end of the class, users should be able to answer, transfer, and manage calls via their desktop and their phone. Basic feature review will also be covered in the class. Certain classes may schedule a break out session after the main class is over to cover advanced management features and operator operation Total classes allocated 8 Number of days onsite training spans 2 Administration Classes Class Size - 1-4 students Class Duration - 2 to 4 hours Class location - Via the Internet Instruction Type - Instructor led participation Class Goal This class is designed to give administrators the overview of programming and maintaining the ShoreTel phone system. At the end of the class students should be able to add users to the system, change user profiles, and view diagnostics of the phone system operation Total classes allocated 1 Ongoing training A full set of end user videos will be supplied to the customer for future use. These videos contain a comprehensive overview of the system, as well as shorter feature specific videos for review Additional; administration classes may be signed up for at a cost of$450 for the first student and $150 for each additional student per session x 2- •l1 customer signature Date \ Telephone System Proposal Intelesyss I City of Menifee Exhibit A - Scope of Services 1 IShoreTel Small Business Edition Package ShoreTel IP system package supports a maximum of 3 locations/ 50 users [Package includes with the following ShoreGear solid state switch ST100DA Packa a includes the following number of web servers fors stem operation 0 Package includes the following number of site licenses Packa a includes the following number of Application dialers 0 Package includes the following number of Wed Dialers 0 Packa a includes the following number of Essentials licenses 50 Packa a includes the following number of Courtesy licenses 0 Packa a includes the following number of Standard licenses 0 Package includes the following number of Advanced licenses 0 Packa a includes the followingnumber of SIP Trunk licenses 24 ,L____ Packa a includes the following number of Operator Communicator licenses 0 2 ShoreGear 50A Appliance 1 U half-width. Max Capacities: 50 IP Phones, 4 Analog Exts, 8 SIP Trunk, 4 LS Trks Each switch is remotely survivable and redundant. 0 ShoreGear 100A Appliance 1 U half-width. Max Capacities: 100 IP Phones, 6 Analog Exts, 14 SIP Trunk, 8 LS Trks. Each switch is remotely survivable and redundant. 0 ShoreGear 100DA Appliance 1 U half-width. Max Capacities: 100 IP Phones, 6 Analog Exts, 38 SIP Trunk, 2 LS Trks, 1 Dig. Trunk (T1 or E1)Each switch is remotely survivable and redundant. 0 ShoreGear 1D Appliance 1U half-width. Max Capacities: 30 SIP Trunk, 1 Dig. Trunk (T1 or E1). Each switch is remotely survivable and redundant. ShoreGear 2D Appliance 1U half-width. Max Capacities: 60 SIP Trunk, 2 Dig. Trunks (T1 or E1). Each switch is Miremotely survivable and redundant. 0 ShoreGear 24A Appliance 1 U full-width. Max Capacities: 24 Analog Exts. No IP Phone or trunk support. Each switch is remotely survivable and redundant. 0 ShoreGear 48A Appliance 1 U full-width. Max Capacities: 48 Analog Exts. No IP Phone or trunk support. Each switch is remotely survivable and redundant. �0�Mobility Router FFpr--ovidcesfully integrated mobile solution for inbound and outbound call management 0 jApplications server Provides for 254 ports of voicemail, and administration web page fro the phone system. Customer may choose to provide their own server with the minimum specs of 512 Mb Ram, 1 Gb Drive, P3 800Mhz processor or better. Cost includes setup ore ear -100 Web/Audio witc u ko maxbox, 30 Webmax per 0 box, 500 IM incl) Provides for conference bridging for audio and web stackable to a max of 5 units =Rack Mount Kit 1/2 U Switches Provides shelf to mount 2 ShoreTel 1 2 U Switches Presented by Intelesys Communications Services Inc. (800) 477-8578 Telephone System Proposal Intelesy-S City of Menifee Exhibit A - Scope of Services [ElCourtesy License Extension Only with no Connect client capability le phony License Ext+Mbx with no Connect client capability. 711includes Essentails UC License Includes Ext+Mbx, Connect desktop client with IM, collaboration, softphone and video.Also Web and App dialer 0 Standard UC License 1: Ext+Mbx, Connect desktop and mobility client with IM, collaboration, softphone and video. Also includes Web and App Dialer, Remote Phone and CRM client integration. 0 Advanced License Ext+Mbx, Connect desktop and mobility client with IM, collaboration, softphone and video. Also includes Web and App Dialer, Remote Phone, CRM client integration and Operator. Agent Communicator Provides for ACD queue and call center agent viewing for call center function �]Provides Agent Supervisor Communicator for Management of ACD queues and call center agents for call center function Additional Site Licenses Provides for stand alone site within the single image database E�1 Distributed Voice Services Provides for voicemail server ability at stand alone sites within the single image database �0 DVM Server Provides server for distributed function E!I SIP Trunk Licenses(used for SIP Dial Tone) Provides for integration of SIP telephone services SIP Extension Licenses (used for SIP devices) Provides for integration of SIP devices and/or analog converted SIP extensions SA100 Conference Bridge 10 Users Audio License Allows for 10 simultaneous audio users on the SA-100 audio/web coneferenSL2ppliance SA100 Conference Bridge 10 User Web ports IL__JIAllows for 10 simultaneous web users on the SA-100 audio/web coneference appliance �I ** Some features may require additional equipment Telephone Sets lntJesys. "r�7 Exhibit A - Scope of Services uanti 1te;n 2 Line full featured handset with full duplex Bose style speaker phone and display. Equipped with 6 hard keys and 2 interactive soft keys. May be used in conjunction with the call manager 0 0 ShoreTel IP 480 Phone Black 8 Line full featured handset with full duplex Bose style speaker phone and large display. Equipped with 6 hard keys and 5 interactive soft keys. May be used in conjunction with the call manager 74 ShoreTel IP 480 Gigabit Phone Black 8 Line full featured handset with full duplex Bose style speaker phone delivering Gigabit speed to desktop. Equipped with 6 hard keys and 5 interactive soft keys. May be used in conjunction with the call manager 0 ShoreTel IP 485 Gigabit Phone Black 8 Line full featured handset with full duplex Bose style speaker phone and large color display delivering Gigabit speed to desktop. Equipped with 6 hard keys and 5 interactive soft keys. May be used in conjunction with the call manager E:1 ShoreTel 24 Button Console 124 button console for appearance of 24 extensions. May be stacked 2 ShoreTel IP 655 Touchscreen Phone Provides 12-line appearances, a large backlit touch color display and haptic (vibrational) feedback. Advanced microphone technology delivers superb speakerphone capability for offices and small and midsize conference rooms when used with the optional extension microphone accessories. ShoreTel IP 655 Phone satellite mics (2) Provides for extended microphones to increase length of coverage from base 0 ShoreTel IP Phone 930D Kit The mobile IP 930D delivers a feature set of a 3 line telephone in a cordless phone, including three line appearances, four function keys, three soft keys, and a 2.5 mm headset 'ack. Includes handset and charger and base Additional 930D Phone and Charger The mobile IP 930D delivers a feature set of a 3 line telephone in a cordless phone, including three line appearances, four function keys, three soft keys, and a 2.5 mm headset 'ack. Includes handset and charger El 930D Base Repeater Extends 930D coverage beyond Base reach. Will approximately double footprint El Additional 930D Base Each base supports 4 handsets, roaming and up to 300 feet footprint 0 Analog Cordless Phone Provides for mobile integrated communication averaging 100 to 300 feet in range. Note ranges may vary by location 0 Engenius Analog Cordless Phones Provides for mobile integrated communication averaging 1/4 to 1/2 mile in range. Note ranges may vary by location El ShoreTel POE Brick Provides local power for ShoreTel telephone operation Services Intelesyv—s7 Exhibit A - Scope of Services Quantity Item V ears of Hardware /Software support (Phones year 1 only) rovides for full replacement of any defective part for the first year of usage 1 Installation Provides for full system design, programming, and training of end users and system administrators E:] Installation Hardware Misc hardware for product installtion 1 Advertisement on Hold Provides a digital player and 4 minute custom studio recording for customer's on hold. Client can choose music background and a custom script will be developed by media producer and client e j U Exhibit A - Scope of Services Quantity Item Customer to supply POE Switches at all sites Intele s�yv_s Rnancial Analysis Exhibit A - Scope of Services C0ty o enifee Warranty Period Parts - Covers replacement hardware cost of any system part in years 3 Labor- Covers labor and travel cost of any system failure in years 3 E ui ment Total 11 $ 44 676.00 Promotions WSCA Pricing Discount 11 $ 12 400.85 Labor 9 010.00 Hardware Software Support Months 3 Years no hones 10% Disc. $ 4,698.00 Tax 2,582.01 IShipping 357.41 Trade-In $ - Total Cost $ 48,922.57 *** For more information call Intelesys at (800) 477-8578 Pricing includes the following Installation Administrator Training End User Training Training Materials Hardware & Software Support 3 Year Warranty (excluding phones for years 2 and 3) On-line Account Access 3 years of FREE software upgrades Installation coordination with your phone company Assigned Project Manager Annual Bill Analysis Support Plan Includes Knowledge Base —Tech Support/On Site Support Education — Recommendations from our Engineers Advanced Exchange c6 c c6 't N c6 00 c6 M III -6s Ln ti Lo ti Lo .y Ln LO -6s ff? ss b4 6% Q N N h N ,N+ N N 4" 3 d m +-j U C.) a a a w m L.., t0 ai Ll) U Oti U L., W d w O w 00 CJ N d O N p d' R LD t0 A: cd � 8 m � W a 0 a a C0 � a i o o p 1-4O °\o °\o r ' b ai oo > v '-4 C13 CO (o W/ oo N p 0.1 ✓7 Q .r-1 d q cu (� C O O C�� O O Ocq M O w O� p �„ 10 tZ Cl) d� d LO LO t0 L ih � 'i �1 W M co r M co M ~ M y tf3 64 fR fR 64 fR y 6s {�} Cd f4 U C m w Cl) w ON w co t` cd t` °� �" N �" Lo M ri M rT > I-� CD a M M 0� O CO d O c9 cM c0 C• O d' is E w 14 w co co >. a? - ? , N M Q i >4 N >+ N N N N N N N Nff3 fA O IN CD Optional System Features ** Not in current price quote Cost 1 Battery Back-up $1,395.00 Allows all telephones and voice mail to be operational for one hour in the event of a power outage 1 Applications Server $2,995.00 Provides for 254 ports of voicemail, and administration web page for the phone system. Customer may choose to provide their own server with the minimum specs of 512 Mb Ram, 1 Gb Drive, P3 800Mhz processor or better 1 IP420 10/100 Phone 1 $189.00 2 Line full featured handset with full duplex Bose style speaker phone and display. Equipped with 6 hard keys and 2 interactive soft keys. May be used in conjunction with the call manager 1 IP 480 10/100 phone $299.00 8 Line full featured handset with full duplex Bose style speaker phone and large display. Equipped with 6 hard keys and 5 interactive soft keys. May be used in conjunction with the call manager 1 IP 480 G 10/100/100 phone 1 $369.00 8 Line full featured handset with full duplex Bose style speaker phone delivering Gigabit speed to desktop. Equipped with 6 hard keys and 5 interactive soft keys. May be used in conjunction with the call manager 1 IP 485G Color Gigabit Phone $429.00 8 Line full featured handset with full duplex Bose style speaker phone and large color display delivering Gigabit speed to desktop. Equipped with 6 hard keys and 5 interactive soft keys. May be used in conjunction with the call mana er F_T7 IP 655 touch screen phonewith large Display $749.0011 Provides 12-line appearances, a large backlit touch color display and haptic (vibrational) feedback. Advanced microphone technology delivers superb speakerphone capability for offices and small and midsize conference rooms when used with the optional extension microphone ,[----Il accessories. Pair of Sattelite Mics for IP655 Phone $195.00 Provides for extended microphones to increase length of coverage from base 1 IP930 Starter Kit $599.00 The mobile IP 930D delivers a feature set of a 3 line telephone in a cordless phone, including three line appearances, four function keys, three soft keys, and a 2.5 mm headset jack. Includes handset and charger and base AditonallP 930 phone and charger $259.00 The mobile IP 930D delivers a feature set of a 3 line telephone in a cordless phone, including three line appearances, four function keys, three soft keys, and a 2.5 mm headset jack. Includes handset and charger. Up to 4 phones can connect with one base with individual extensions 930 D Base Repeater $249.00 Extends 930D coverage beyond Base reach. Will approximately double footprint Telephone System Proposal City of Menifee Exhibit A - Scope of Services Attachment A Ouantity Item 1 ShoreTel SBE Switch Bundle 1 ShoreTel SBE Software Bundle 2 ShoreGear 50A Appliance 0 ShoreGear 100A Appliance 0 ShoreGear 100DA Appliance 0 ShoreGear 1D Appliance 0 ShoreGear 2D Appliance 0 ShoreGear 48A Appliance 0 ShoreGear SA-100 Web/Audio Switch (50 Audio max/box,30 Web max per box, 500 IM incl) 1 Applications Server 0 Additional Site Licenses 0 Distributed Voice Services 0 DVM Server 0 ShoreTel IP 420 Phone Black 0 Quick Reference User Guides IP 420 0 ShoreTel IP 480 Phone Black 74 ShoreTel IP 480 Gigabit Phone Black 3 Quick Reference User Guides IP 480 series 0 ShoreTel IP 485 Gigabit Phone Black 0 Quick Reference User Guides IP 485 2 ShoreTel IP 655 Touchscreen Phone 1 Quick Reference User Guides IP 655 0 ShoreTel 24 Button Console 0 ShoreTel IP 655 Phone satellite miss(2) 0 ShoreTel IP Phone 930D Kit 0 Additional 930D Phone and Charger 0 930D Base Repeater 0 Additional 930D Base 0 ShoreTel POE Brick 2 Courtesy License 2 Quick Reference User Guides Voice Mail 0 Telephony License 26 Essentails UC License 0 Standard UC License 0 Advanced License 0 Agent Communicator 0 Agent Supervisor Communicator 0 SA100 Conference Bridge 10 Users Audio License 0 SA100 Conference Bridge 10 User Web ports 0 SIP Trunk Licenses(used for SIP Dial Tone) 2 Rack Mount Kit 1/2 U Switches 0 SIP Extension Licenses(used for SIP devices) 0 Cordless Headsets 0 Standard Headsets 0 Analog Cordless Phone 0 Engenius Analog Cordless Phones 1 Advertisement on Hold 0 Misc 1 0 Misc 2 0 Misc 3 1 Installation Hardware Cusstomer Signature Date �I)aey- ( W5-0--I Printed Name 's 01 n a n*I n TIM, With Phones Without Phones Phones covered by 1st Year manufacturer 1st year Included in Porposal 2nd Year $5,060.00 $1,740.00 3rd year $5,060.00 $1,740.00 4th Year $5,060.00 $1,740.00 5th Year $5,060.00 $1,740.00 Discounts aivailable whenpurched in 3 and 5 year bundles 3 Year bundle= 10% Discount 5 Year Bundleincludes 15% Discunt ***See Fundamnetal Maintenanceprogram to see whats included with Support Intelesy7r 7e,� .. ShoreTel' Fundamental Maintenance Program Having invested in a ShoreTel IP phone system,you understand the value of a high performance solution. Ensure that your ShoreTel continues to provide an excellent return on your investment by properly maintaining and updating your equipment. Leading Benefits: MAINTAINING YOUR ENTIRE INVESTMENT • No-cost software upgrades for your ShoreTel server Unlike traditional PBX phone systems of the past,a and firmware upgrades for voice large part of what makes VolP solutions like the switches and phones. ShoreTel able to survive the test of time is the fact that they are largely software driven. Because of •Access to the broad knowledge this,the functionality and capabilities you currently - Base of IntelesysOne to handle have with your ShoreTel phone system will be far Issues that affect your ShoreTel surpassed by the new improvements and across your entire network additions that you'll see on the your same system several years from now.These updates not only •Administrator and end-user education provide additional functionality,but maintain ensure tat you and your organization compatibility with the ever-changing nature of your network.Just as your computers require get the most out of your ShoreTel constant software updates to ensure their longevity and compatibility,so too does your ShoreTel solution. IP phone system.It is therefore imperative that the software and firmware driving your phone system remains current with the latest releases from ShoreTel. •Advanced exchange of equipment With the ShoreTel Fundamental Maintenance Program from IntelesysOne, drastically reduces the time it takes to you can rest assured that your system will receive the latest updates and major upgrades from replace covered phones and voice ShoreTel as they become available.You will limit the possibility of being faced with switches in the event of a failure. incompatibility challenges and your ShoreTel IP phone system will be just as effective and impressive years from now as it was the day you made your initial investment into it. TECHNICAL SUPPORT ADVANCED HARDWRE REPLACEMENT IntelesysOne support engineers are ready to With IntelesysOne behind your organization, you answer the most complex technical questions will benefit from the convenience of Advanced you may have concerning your ShoreTel system. Hardware Replacement.Should a covered Our skilled engineers are available to make sure component fail,we'll have a replacement on its y that your ShoreTel not only works on your way to you immediately.Voice switches will be network, but in your network, interacting with a delivered to your office via next business day multitude of other devices you rely on. shipping to ensure that you receive the equipment you need as quickly as possible, without an unnecessary waiting. ADMINISTRATOR&END-USER EDUCATION Live web-based training sessions make it easy for your staff and system users to learn how to use the many features in your ShoreTel IP phone " - system.Three seats in out System Administrator '— course and sixteen seats our End User Training _ course are included in your Fundamental i Maintenance Program. -� is CUSTOMER SUPPORT WEB PORTAL � A private login to our customer support portal R allows you to create and manage your own ® service requests whenever assistance i . q stance s needed sh, T�,2 Intelesy'S-2;r7e,4� ShoreTel Fundamental Maintenance Program What's Included? OntelesysOne Suoroor� SerAces Jnciudle: support en&eers are *24/7/365 Support ready to heOp. *5 Free basic Support Calls-Calls do not rollover You may contact *Review of software upgrades and product updates us by: *Software upgrades via FTP site Phone: Business *Replacement of failed hardware due to normal wear and tear— onsite delivery, parts and labor included Hours 8:OOam to *Replacement of failed phones due to normal wear and tear- 5:00pm(M-F) Dial Overnight Delivery, parts and labor included 909-972-0400 *Access to online portal and a *One onsite end-user training session representative *Annual training session for administration will assist you. *Monthly Back-up of system database *Remote Emergency Response time of 15 minutes After Hours Dial *Onsite Emergency Response Time of 2 hours 909-972-0400 *Yearly Holiday Schedule Review Press Option 3 *Review of network services and cost analysis Email: Discounted Items support@inteles *10% Network Monitoring ysonexom *10% Project Management *10%Application Development and integration *25% System moves and changes (Cabling and onsite work not included) 5` rdk- AC�® DATE(MM/DD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 12/14/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Athena Stark NAME: Lake Insurance Agency AICNNo Ext: (714)263-3600 FAX No:(714)838-7568 653 South B Street, Suite 200 E-MAIL DDRESS:athena@lakeins.com A Lic #0747473 INSURERS AFFORDING COVERAGE NAIC# Tustin CA 92780 INSURERAOh-io Security Insurance Company 24082 INSURED INSURER B American Fire and Casualty Company 24066 ICS Intelesys, Inc. DBA: Intelesys Communications, INSURERC: 3155-B East Sedona Ct INSURER D: INSURER E: Ontario CA 91764 INSURERF: COVERAGES CERTIFICATE NUMBER:15-16 GLBA REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE IRE L SUER POLICY NUMBER MM/DDY/YYYY EFF MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 1,000,000 A CLAIMS-MADE ❑X OCCUR DAMAGE TO RENTED 500,000 PREMISES Ea occurrence 5 X BKS56541336 5/28/2015 5/28/2016 MED EXP(Any one person) 5 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT PRO ❑LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 5 1,000,000 B I ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED BAA56541336 7/1/2015 7/1/2016 BODILY INJURY(Per accident) S AUTOS AUTOS NON-OWNED PROPERTYDAMAGE HIRED AUTOS X AUTOS Per accident S S500 Comp.Ded X $500 Coll.Ded Medical payments $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE S DED I I RETENTIONS S WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Menifee VOIP; City of Menifee as Additional Insured under General Liability as required by written contract with Named Insured. CERTIFICATE HOLDER CANCELLATION ksewell@intelesysone.com SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Menifee VOIP THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Menifee ACCORDANCE WITH THE POLICY PROVISIONS. 29714 Haun Rd Menifee, CA 92586 AUTHORIZED REPRESENTATIVE J Holmes, ARM/MAVALD ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025 19014011 Policy #BKS56541336 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY -ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 3 ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I-Coverage A-Bodily Injury And Property Damage Liability, s Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and $ (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY-ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A- Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I -Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 2. Paragraph 6. under Section III -Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract'. E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I -Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments -Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II -Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, " hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or s (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. s With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV -Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I-Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; s b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a " contract with that person or organization and included in the "products-completed operations hazard" provided: 1.. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and s 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV -Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior 'occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior 'occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV -Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an 'occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II -Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V -Definitions, Definition 3. is replaced by the following: 3. 'Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 ACO® DATE(MM/DD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 12/14/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Warner Pacific Insurance PHONE FAX A/C No xt: A/C No): 32110 Agoura Rd E'MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# Westlake Village CA 91361 INSURER AEID to ers Preferred Insurance 10346 INSURED INSURER B ICS INTELESYS INC, DBA: INTELESYSONE INSURERC: 3155-B E. SEDONA COURT INSURER D: INSURER E: ONTARIO CA 91764 INSURER F: COVERAGES CERTIFICATE NUMBER:CL15101404927 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMIDD MMIDD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO ❑LOC JECT PRODUCTS-COMP/OP AGG S OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S Ea accident ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident S UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE S DED I I RETENTIONS S WORKERS COMPENSATION % PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? NIA A (Mandatory in NH) y SMC002348011 10/22/2015 10/22/2016 E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) TEN DAY NOTICE OF CANCELLATION FOR NONPAYMENT. PLEASE REFER TO THE WAIVER OF SUBROGATION. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Menifee VOIP THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Menifee ACCORDANCE WITH THE POLICY PROVISIONS. 29714 Haun Rd. Menifee, CA 92586 AUTHORIZEDRF-RESENTATNE ©1988-2014 AC RD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS0251201401)