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HomeMy WebLinkAboutPR 20007: REPLACEMENT OF TELEPHONE SYSTEM AND SUPPORTING NETWORKING 4 City of . . ort rthr � --- Texas www.PortArthurTx.gov Date: December 19, 2017 To: The Honorable Mayor and City Council Through: Harvey Robinson, Interim City Manager From: Fay Young, Information Technology Director RE: PR 20007 - Replacement of Telephone System and Supporting Networking Equipment Introduction: The intent of this Agenda Item is to seek the City Council's approval of PR 20007 and to move forward with the replacement of the telephone system and supporting network infrastructure as stated in the five-year IT Strategic Plan, adopted via Resolution 17-121. This Agenda item seeks Council's approval to enter into an agreement with DYSIS Solutions, Inc. for the purchase of a hybrid Cisco Unified Communications system and supporting Cisco network infrastructure. Background: On May 9, 2017,the City Council adopted the five-year Information Technology Plan. Within the plan is the replacement of the City's 13 year old telephone system with a modern communications system. The plan estimated that the cost over five years, to replace the telephone system would be $460,000 for year one and $60,000 per year for years two thru five. The 5-year plan also included the development of a Core Infrastructure Device Replacement Program. The program would allow for the replacement of 1/4th of the City's network infrastructure hardware every year. The plan stated that the estimated cost would be $313,000/year for five years. Sciens Consulting,was engaged to assist with the development of an RFP for the replacement of the telephone system and supporting network infrastructure. Sciens also assisted with the evaluation of the proposals. RFP T17-039 opened for responses on April 5, 2017 and the Pre- Bid Conference Call was held on April 13, 2017. Proposal Submission Deadline for responses "Remember,we are here to serve the Citizens of Port Arthur" P.O. Box 1089 * Port Arthur, Texas 77641-1089 * 409.983.8101 * FAX 409.982.6743 was May 31, 2017. Proposals were received from seven vendors. The following criteria was used to evaluate the initial proposals: Proposal Weighting Qualifications 10.00% Functional Requirements 15.00% Infrastructure 15.00% Service &Maintenance 5.00% Acceptance Testing 5.00% Implementation 10.00% Contractual 5.00% Pricing 20.00% As part of the RFP, vendors were required to answer a large number of questions within each criteria. A document detailing the strengths and weaknesses of each proposal is included with this document. The Summary ranking of the initial proposals was: Ranking Vendor 1 DISYS 2 Forerunner 3 CSD 4 PCS 5 ATT 6 Datavox 7 Synetra After the initial ranking, Best and Final Offer(BAFO)proposals were requested from the two highest ranked vendors, DISYS Solutions, Inc. and Forerunner. Based on the contents of the BAFO and multiple conversations with the vendors, the following rankings were established: Overall Weighting/Vendor DYSIS Forerunner Maximum Proposals 58.40% 48.47% 65% Pricing 7.65% 10.00% 10% Details of the evaluation of the BAFO proposals are included. After several months of discussion concerning the proposed telephone systems, services, equipment and network infrastructure design, Information Technology recommends that the City Council accept DYSIS Solutions, Inc's five-year proposal for the replacement of the telephone system and supporting network infrastructure. DYSIS Solutions, Inc. proposes an Integrated Hybrid Voice over Internet Protocol (VoIP) System that consists of on premise equipment at City Hall (including Annex) and the main Police building(service for Police, Fire, Municipal Court), and a hosted solution for other City locations to include: Electrical, Health, Transit, Civic Center, Library, Parks and Recreation, "Remember,we are here to serve the Citizens of Port Arthur" P.O. Box 1089 * Port Arthur, Texas 77641-1089 * 409.983.8101 * FAX 409.982.6743 Public Works, Water Service Center, Water Warehouse, Water Treatment, Garage. DYSIS Solutions, Inc. also proposes Cisco networking equipment(i.e. routers, switches) for the supporting network infrastructure. The proposal includes hardware, warranties,hosted voice services and managed services for a period of five years. Budget Impact: Funds for the plan will need to be budgeted on an annual basis for five years. The City has the option of paying DISYS Solutions, Inc. directly for five years or with a capital lease through Cisco Systems Capital. If the City purchases directly through DYSIS the payments would be as follows: Year 1 (start-up): $741,580.88 Year 2 $120,540.38 Year 3 $120,540.38 Year 4 $120,540.38 Year 5 $120,540.38 Five Year Total $1,223,742.40 If the City chooses the lease option at a rate of zero percent interest, the payments would be: Year 1 (start-up) $244,748.48 Year 2 $244,748.48 Year 3 $244,748.48 Year 4 $244,748.48 Year 5 $244,748.48 Five Year Total $1,223,742.40 Year one funds for this project is budgeted in Capital Projects/Equipment account 307-1601-591.92-00 Recommendation: It is recommended that City Council approves for purchase the five-year proposal presented by DYSIS Solutions, Inc. The proposal is for an Integrated Hybrid Voice over Internet Protocol (VoIP) System and supporting network infrastructure. "Remember,we are here to serve the Citizens of Port Arthur" P.O. Box 1089 * Port Arthur, Texas 77641-1089 * 409.983.8101 * FAX 409.982.6743 City of or[ rthu�� Texas Finance Department www.PortArthurTx.gov INTEROFFICE MEMORAN D U M Date: 12/13/2017 To: The Honorable Mayor and City Council Through: Harvey Robinson, Interim City Manager From: Andrew A. Vasquez, Finance Director RE: Information Technology Financing Introduction: The intent of this Agenda Item is to seek the City Council's approval for the City Manager to execute a financing agreement with Cisco Systems Capital to finance $1,223,742.43. Background: The Information Technology Director has negotiated the purchase of a portion of the five year plan for technology upgrade. Cisco Systems was selected to provide the equipment and maintenance of the system. Cisco Systems Capital, a branch of Cisco Systems,has offered to spread the purchase price into five annual payments of$244,748.49. The City has stipulated that this lending agreement cannot be a"Bank Qualified"type of financing, and the lender has made modifications to the loan documents. Budget Impact: Although the overall cost is the same, a total of$496,833 of cash will be preserved in the first year,by spreading the cost equally over five years. Recommendation: It is recommended that City Council consider the preservation of cash in the first year and approve the City Manager to execute a financing agreement with Cisco Systems Capital. 12/12/2017 5:30:27 PM Page 1 Compound Period: Annual Nominal Annual Rate: 0.000 CASH FLOW DATA Event Date Amount Number Period End Date 1 Loan 01/15/2018 1,223,742.43 1 2 Payment 02/15/2018 244,748.49 5 Annual 02/15/2022 AMORTIZATION SCHEDULE - Normal Amortization Date Payment Interest Principal Balance Loan 01/15/2018 1,223,742.43 1 02/15/2018 244,748.49 0.00 244,748.49 978,993.94 2 02/15/2019 244,748.49 0.00 244,748.49 734,245.45 3 02/15/2020 244,748.49 0.00 244,748.49 489,496.96 4 02/15/2021 244,748.49 0.00 244,748.49 244,748.47 5 02/15/2022 244,748.49 0.02 244,748.47 0.00 Grand Totals 1,223,742.45 0.02 1,223,742.43 Last interest amount increased by 0.02 due to rounding. IT Financeing Options Exhibit A A Non-interest Equipment Lease Purchase Agreement as proposed Date Payment Interest Principal Balance 1/15/2018 1,223,742 1 2/15/2018 244,748 - 244,748 978,994 2 2/15/2019 244,748 - 244,748 734,245 3 2/15/2020 244,748 - 244,748 489,497 4 2/15/2021 244,748 - 244,748 244,748 5 2/15/2022 244,748 - 244,748 (0) B Cash Purchase of System 1 2018 741,581 741,581 2 2018 120,540 862,121 3 2018 120,540 982,662 4 2018 120,540 1,103,202 5 2018 120,540 1,223,742 1,223,742 C Finance with Interest at 2% 1/15/2018 1,223,742 1 2/15/2018 259,627 24,475 235,152 988,590 2 2/15/2019 259,627 19,772 239,855 748,735 3 2/15/2020 259,627 14,975 244,652 504,083 4 2/15/2021 259,627 10,082 249,545 254,537 5 2/15/2022 259,627 5,091 254,536 1 74,394 Cash Flow Per Year 1 2 3 4 5 Total A 244,748 244,748 244,748 244,748 244,748 1,223,740 B 741,581 120,540 120,540 120,540 120,540 1,223,741 C 259,627 259,627 259,627 259,627 259,627 1,298,135 Accumulative Cash Flow Per Year 1 2 3 4 5 A 244,748 489,496 734,244 978,992 1,223,740 B 741,581 862,121 982,661 1,103,201 1,223,741 C 259,627 519,254 778,881 1,038,508 1,298,135 P.R. NO. 20007 FY 12/19/2017 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH DYSIS SOLUTIONS, INC. OF ASHBURN, VIRGINIA, FOR THE PURCHASE OF AN INTEGRATED HYBRID VOICE OVER INTERNET PROTOCOL (VOIP) SYSTEM AND SUPPORTING NETWORK INFRASTRUCTURE AND SERVICES IN THE TOTAL AMOUNT OF $1,223,742.40, AND A FIVE YEAR MASTER LEASE AGREEMENT WITH CISCO SYSTEMS CAPITAL CORPORATION IN THE ANNUAL AMOUNT OF $244,749.49; FUNDING AVAILABLE IN CAPITAL PROJECTS/EQUIPMENT ACCOUNT NO. 307-1601-591.92-00 WHEREAS, City Council adopted the Five-Year City-Wide Information Technology Strategic Plan via Resolution 17-121; and WHEREAS, the five year plan provides for the replacement of the City's thirteen (13) year old telephone system and the replacement of network infrastructure equipment; and WHEREAS, in response to Request for Proposal (RFP) T17-039, seven vendors submitted proposals for an Integrated VoIP system and supporting network infrastructure, with said responses evaluated by Sciens, LLC; and WHEREAS, DYSIS Solutions, Inc. of Ashburn, Virginia, was the highest ranked proposal (see the evaluation results of the RFP T17-039 are attached as "Exhibit A"); and WHEREAS, DYSIS Solutions, Inc. has presented an Integrated Hybrid Voice over Internet Protocol (VoIP) system, managed services and supporting network infrastructure solution that meets the requirements of the City's needs; and WHEREAS, the five-year Hardware and Services Agreement, Managed Services Provider Service Contract and Statement of Work are attached as "Exhibit B"; and WHEREAS, Cisco Systems Capital Corporation a branch of Cisco Systems, has offered to spread the purchase price into five annual payments of $244,748.49; and WHEREAS, although the overall cost is the same, a total of $496,833 cash will be preserved in the first year, by spreading the cost equally over five years, and therefore, the IT Technology Manager and the Finance Director have recommended that the City Council consider the lease option through Cisco Systems Capital Corporation, in substantially the same form as attached hereto as Exhibit "C". NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That, the City Council hereby authorizes the City Manager to execute a contract between the City of Port Arthur and DYSIS Solutions, Inc. for the purchase of an Integrated Voice over Internet Protocol system and supporting network infrastructure and services in substantially the same form as attached hereto as Exhibit „B„ Section 3. That, the City Council hereby authorizes the City Manager to execute a five (5) year Master Lease Agreement between the City of Port Arthur and Cisco Systems Capital Corporation in the annual amount of $244,748, in substantially the same form as attached hereto as Exhibit "C". Section 4. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council, READ, ADOPTED AND APPROVED this the day of December, A.D. 2017 at a regular meeting of the City of Port Arthur, Texas by the following vote: AYES Mayor: Councilmembers: NOES: Derrick Ford Freeman, Mayor ATTEST: Sherri Bellard, City Secretary APPROVEDASAS TO FORM: J IA/ Val Tizenb CityAttorney APPROVED FOR ADMINISTRATION: Harvey Robinson Interim City Manager *1-4144 116. Clifton Williams, CPPB Purchasing Manager Fay Young Information Technology Director APPROVEDO VAILABILITY OF FUNDS: tt Andrew squez,kw of Finance Exhibit "A" City of Port Arthur Integrated VoIP Systems and Services Best and Final Offer Evaluation Version Date:31 July 2017 O Copyr pht 2017 by Sawn LLC.A0 nyhb reurved. Page 1 m sciens PROPOSAL EVALUATION&SUMMARY Rea"king Vendor Results Notes General Conclusions 1 DISYS 66.05'/o Strength: Understands the RFP requirements and did the best conveying their hybnd solution for the City.Clear and concise on each requirement.Every section of the proposal was very strong and meets the Cities needs. Weakness: One of the most expensive solutions proposed due to hardware being Chico throughout Ordy 15%of business is Vo1P implementation,but other 85%is network routing and switching.Cisco support througout. Propose!Notes: Very strong proposal with excellent support.Well organized and written.Makes reference to every requirement in the RFP and dearly details how they meet the requirement.Excellent charts and visual representation of the network requirements. 2 Forerunner 58.47% Strength: Hardware proposed is NEC IP phones and PBX's.They understand the requirements of the RFP and are willing to implement a hybrid solution. They are very experienced in implementing VOIP systems. Weakness: Implemention process is vague and does not provide much detail.Remote maintenance with regional resources. Proposal Notes: Overall initial proposal was average with some spelling mistakes and references to other cities.Most questions were answered with a brief description. DISYS Fe,e,vnne, r .r - Cri<rnp.104" Paget I'SC1e'11s Summary of Scoring Proposal Detailed Weighting DISYS Forerunner Maximum DISYS Forerunner (Qualifications 6.30% 7.80% 10.0% Functional Requirements 13.29% 12.95% 15.0% I System 2.14% 2.02% 2.14% 4 4 Features 1.72% 2.05% 2.14% 3 4 Stations 2.14% 1.95% 2.14% 4 4 Attendant 1.20% 1.99% 2.14% 2 4 Messaging 1.80% 1.88% 2.14% 3 3 Management 2.14% 0.92% 2.14% 4 Call Accounting 2.14% 2.14% I 2.14% 4 4 Infrastructure 14.75% 10.75% 15.0% I Service& 5.00% 2.81% 5.0% Maintenance [Acceptance Testing 5.00% 3.38% 5.0% I [Implementation 9.06% 5.78% 10.0% I Contractual 5.00% 5.00% 5.0% (Total 58.40% 48.47% 65.0% I Note: Above ratings are based upon vendor Initial RFP responses. Adjustments will be done to the specifications as the process proceds through demonstrations and any price and specifications clarifications after the©est and Final Offer. Overall Weighting DISYS Forerunner Maximum Proposals 58.40% 48.47% 65.00% Pricing 7.65% 10.00% 10.00% Demo 0.00% 0.00% 20.00% References/Site Evaluation 0.00% 0.00% 5.00% (Final Total 66.05% 58.47% I 100.00% I Page 3 " sciens Evaluation Details Pro.osal Pricin. Demo References Total Weighted Rating Weighted Rating Weighted Rating Weighted Weighted Score Score Score Score Score DISYS 58.40% 2.29 7.65% 0.00 0.00% 0 0.00% 66.05% Forerunner I 48.47% jj 3.00 10.00% 0.00 j 0.00% 0 r 0.00% 58.47% INSTRUCTIONS:This spreadsheet is used to refine the Ratings based upon References,Demonstrations,and Site Visits. Only the Demonstrations and Site Visits columns are completed on this page;other information is automatically updated. Proposal Weighting Section Points Qualifications 10.00% Functional Requirements 15.00% Infrastructure 15.00% Service&Maintenance 5.00% Acceptance Testing 5.00% Implementation 10.00% Contractual 5.00% Total 65.00% Proposal 65.00% Pricing 10.00% Demo 20,00% References 5.00% Page 4 City of Port Arthur Integrated VoIP Systems and Services Proposal Evaluation Version Date:16 June 2017 o Coprgm 2017 by scenz LLC.Al nghts reserved. Page 1 sciens PROPOSAL EVALUATION&SUMMARY Ranking Vendor Results Notes General Conclusions 1 DISYS 64.30% Strength: Understands the RFP requirements and did the best corveyng thei•hybrid solution for the City.Clear and concise on each requirement.Every section of the proposal was very strong and meets the Cites needs.DISYS scored the highest in multiple sections which lead to the highest proposal score of 58.40%. Weakness: One of the most expensive solutions proposed due to hardware being Cisco throughout.Only 15%of business is Vole implementation,but other 85%is network routing and switching. Proposal Notes: Very strong proposal with excellent support.Well organized and written.Makes reference to every single requirement in the RFP and clealry details how grey meet the requirement.By tar the best Millen proposal.Excellent charts end visual representation of the network requirements. 2 Forerunner 57.56% Strength: Hardware proposed is NEC IP phones and PBX's.They understand the requirements of the RFP and are willing to implement a hybrid solution. They are very experienced in implementing VolP systems. Weakness: No routers proposed in the solution.Overall phone specs were below average compared to other vendors.Implemention process a vague and does not provide much detail. Proposal Notes: Overall average proposal with some spelling mistakes and references to other cities.Most questions were answered with a bred description. but no network diagram was provided. 3 CSD 55.56% Strength: One of the lowest cost options and understands the Cities needs for a hybrid solution.100%of business is VolP integration and have some larger clients in Texas. Weakness 100%hosted solution riding over existed WAN and LAN.No local solution proposed.No routers or SIP trunking solutions proposed.Chinese brand hardware is proposed for handsets.Scored lowest in acceptance testing and maintanence requirements.Not sure if the Cloud Connection Manager PBX system has any DR measures. Proposal Notes: Good proposal,with well thought-out PA specific plans included.Most questions were answered in detail and vendor understands the hybrid arcitecture environment.The attached supporting documents are strong end add value to the proposal. 4 PCS 50.64% Strength: Experienced in VolP Implementation and many Texas clients. Weakness: Highest priced solution.Scored minimal points on servcie end maintence,accpelance testing,end implementation due to lack of supporting explanation and implementation plan.PCS is also proposing Chinese brand hardware,but their prices are considerably higher than competing vendors in this RFP. Proposal Notes: Overall weak proposal with no description or detailed diagrams provided.The main reason for the high score is the functional specs where 98% and there were no contract exceptions. Demo Notes Site Eva!Notes 5 ATT 49.39% Strength: PA is already a longstanding client with ATT.They are the most equiped to accurately quote and provide 3rd party solutions on areas they cannot implement Hardware proposed is industry best,Mild handsets and Cisco switching.They shave the most experience of any company and the best qualifications. Weakness: 100%hosted solution riding over existed WAN and LAN.No local solution proposed.Scored 0%in contractual section because they won't agree to any of the Citys conditions at this point.Also functional requirements scored low because ATT did not understand what some of the specs were asking.Most requirements in the RFP were answered with some exception and stating the contract phase of the process will discuss. Proposal Notes: Overall good proposal,but is lacking detail in many key areas:mairaanence and acceptance testing requirement.Supplimental information is informative,but does not add much value to the requirements of the RFP.Took the narative and broke it down is address most point..The main mason for the low score is contract and functional requirements not compliant. 6 Datavox 49.16% Strength: Proposing ShoreTel hardware and Aruba switches,18 years in VolP business with several clients in Texas.Company HQ is In Houston,Texas. Weakness DalaVox is not providng any new WAN circuits or routers.Hardware reuirements scored very low.No detail on infrastructure,acceptance testing or implementation. Proposal Notes: Poorly written proposal with little or no details.Most of the requirements were checked off as compliant,but no explanation on how it was to be carried out is provided.One of the weakest proposal.the only reason they scored relatively high is because the functional specs were 98% compliant. 7 Synetra 17.77% Strength: None Weakness: Proposal response forms not filled out. Proposal Notes: Very weak propsal.Clearly not a lot of effort put in as the proposal response forms were not filled out and there is no diagrams Of explanation of implementation procedures. Page 2 m sciens n 00 I 2000 0 W 0)2. .0 SOOO:C 60.00% AT Prnposar.,t..,r.. CS0 nnns.v.u.� . ...,.,.�.,.M,.OISYS Propasl t,'10 III rmcruaner PCS aymals, Sir: SYnetra WOOD.,it.iyx .'. a-..�.. Page3 I1 5 .11,115 Summary of Scoring Proposal Detailed Weighting ATT CSD Datavox DISYS Forerunne PCS Synetra Maximum ATT COD Dalavox DISYS Forerunne PCS .Qualifications 8.25`/ 7.00% 5.857. 6.30% 7.80% 7.44% 0.00% 10.0% Functional Requirements 7.27% 11.39% 13.91% 13.29% 12.95% 14.97% 11.03% 15.0% ae- 1.89% 1.89% 2.14% 2.14% 2.02% 2.14% 1.64% 2.14% .. 3 3 4 4 4 ry4 len..:. 0.28% 1.65% 2.05% 1.72% 2.05% 2.11% 1.97% 2.14% 3 4 3 4 4 Sams 0.78% 1.95% 2.14% 2.14% 1.95% 2.14% 2.14% 2.14% 4 4 4 4 4 Mandan 0.50% 1.54% 1.84% 120% 1.99% 2.14% 1.79% 2.14% 2 3 ;;;„,...2::- 4 4 Messagng 0.75% 1.47% 1.80% 1.80% 1.88% 2.14% 1.95% 2.14% 33 3 4 Aranagwree 0.92% 0.92% 2.14% 2.14% 0.92% 2.14% 1.53% 2.14% 4 4 IIIIIIIIIII 4 CO Amu* 2.14% 1.96% 1.79% 2.14% 2.14% 2.14% 0.00% 2.14% 3 4 4 4 I Irdrastruclure 11.75% 10.25% 6.88% 14.75% 10.75% 7.63% 0.50% 15.0% I Services 3.44% 2.50% 2.50% 5.00% 3.13% 2.50% 0.00% 5.0% Maintenance 'Acceptance Testing 2.75% 4.00% 2.50% 5.00% 3.38% 2.50% 0.00% 5.01'. I hnplementation 5.94% 6.56% 5.00% 9.06% 5.78% 5.47% 0.63% 10.0% I [Contractual 0.00% 4.81% 4.79% 5.00% 5.00% 5.00% 0.00% 5.0% Notal - _- - --- _ 39.39% 46.51% 41.43% 58.40% 48.78% 45.50% 12.16% [ 65.0% I Note:Above ratings are based upon vendor Initial RFP responses.Adjustments wilt be done to the specifications as the process proceds through demonstrations and any price and specifications clarifications after the Best and Final Offer. Overall Weighting ATT CSD Dalavox DISYS Forerunne PCS Synetra Maximum Proposals 39.39% 46.511/ 41.43% 58.40% 48.78% 45.50% 12.16% 65.00% Pric n9 10.00% 9.04% 7.74% 5.90% 8.79% 5.14% 5.62% 10.00% Demo 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 20.00% References/Site Evaluation 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 5.00% [Final Total 49.39% 55.56% 49.16% 64.30% 57.56% 50.64% 17.77% 100.00%1 Paye t "sciens Evaluation Details Proposal Pricing Demo References Total Weighted Rating Weighted Rating Weighted Rating Weighted Weighted Score Score Score Score Score ATT 39.39% 3.00 10.00% 0.00 0.00% 0 0.00% 49.39% CSD 46.51% 2.71 9.04% 0.00 0.00% 0 0.00% 55.56% Datavox 41.43% 2.32 7.74% 0.00 0.00% 0 0.00% 49.16% DISYS 58.40% 1.77 5.90% 0.00 0.00% 0 0.00% 64.30% Forerunner 48.78% 2.64 8.79% 0.00 0.00% 0 0.00% 57.56% PCS 45.50% 1.54 5.14% 0.00 0.00% 0 0.00% 50.64% Synetra 12.16% 1.68 5.62% 0.00 0.00% 0 0.00% 17.77% INSTRUCTIONS:This spreadsheet is used to refine the Ratings based upon References,Demonstrations,and Site Visits. Only the Demonstrations and Site Visits columns are completed on this page;other information is automatically updated. Proposal Weighting Section Points Qualifications 10.00% Functional Requirements 15.00% Infrastructure 15.00% Service&Maintenance 5.00% Acceptance Testing 5.00% Implementation 10.00% Contractual 5.00% Total 65.00% Proposal 65.00% Pricing 10.00% Demo 20.00% References 5.00% Page 5 Exhibit "B" 4, 4,7J!, r,hu7i•ruet�~ City of Port Arthur Integrated VoIP System and Services ii/iii ...... Ds ' ..■■.■ m,'.r r DISYS Solutions Inc. DISYS Solutions, Inc. Managed Services Provider Service Contract Vinu Luthra contracts@disyssolutions.coin .... D I i..... ',,/ , DISYS Solutions Inc. 1) Term of Agreement This Agreement, including Appendices A and B, between City of Port Arthur , herein referred to as Client, and DISYS Solutions, Inc. hereinafter referred to as Service Provider, is effective upon the"go-live" date of the first site, and shall remain in force for a term of Five (5) years, and be reviewed annually to address any necessary adjustments or modifications. Should adjustments or modifications be required and addendum to the services agreement will be issued and fees adjusted accordingly. This Agreement may be terminated by the Client upon ninety (90) days written notice (Additional fees may be incurred with early termination) if the Service Provider: a) Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice. b) Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty(30) days of receipt of such written notice. c) Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement. d) This Agreement may be terminated by the Service Provider upon ninety (90) days written notice to the Client. e) If either party terminates this Agreement,Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider the actual costs of rendering such assistance. f) If the Client terminates the service agreement early without cause any waived fees at the inception of the service agreement will require repayment. 2) Fees and Payment Schedule Fees will be$ 4,000.00 per month,typically invoiced to Client on a Monthly basis, and will become due and payable on the first day of each month (Under leasing agreements terms all services are pre-paid for the duration of the contract period). Refer to Appendix B for services covered by the monthly fee under the terms of this Agreement. It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects, and will be quoted and billed as separate, individual Services. Standard hourly rates for such services are $200.00/hr for a Senior Engineer and $150/hr for a Junior Engineer. Maximum number of service tickets allowed are 20 per month. Any further tickets will incur a charge of$200.00 per ticket. 3) Taxes It is understood that any Federal,State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use. 4) Coverage Services will be provided to the Client by Service Provider based on the following schedule and conditions; All services qualifying under these conditions,as well as Services that fall outside this scope will fall under the provisions of Appendix B. Hardware costs of any kind are not covered under the terms of this Agreement. Page 1 of 3 'r DISYS Solutions Inc. a) Support and Escalation Service Provider will respond to Client's Trouble Tickets under the provisions of Appendix A—Service Level Agreement, and with best effort after hours or on holidays. Trouble Tickets must be opened by Client's designated I.T. Contact Person(s), by email to our Help Desk, or by phone if email is unavailable. Each call will be assigned a Trouble Ticket number for tracking. Our escalation process is detailed in Appendix A. b) Limitation of Liability In no event shall Service Provider be held liable for indirect, special, incidental or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs. 5) Additional Maintenance Services a) Hardware/System Support Service Provider shall provide support of all hardware and systems specified in Appendix B, provided that all Hardware is covered under a currently active Manufacturer Support Contract (example, SmartNet Total Care); or replaceable parts be readily available,and all Software be Genuine,Currently Licensed and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should 3rd Party Vendors (unless those as specified in Appendix B)support charges be required in order to resolve any issues,these will be passed on to the Client after first receiving the Client's authorization to incur them. b) Monitoring Services Service Provider will provide ongoing monitoring and managed services of all devices as indicated in Appendix B. Service Provider shall at a minimum provide reports as agreed upon as defined in Appendix A, as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the condition in a timely manner through remote means in compliance with Appendix A. 6) Excluded Services Service rendered under this Agreement does not include: a) Parts,equipment or software not covered by vendor/manufacturer warranty or support. b) The cost of any parts, equipment, or shipping charges of any kind. c) The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind. d) The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind unless as specified in Appendix B. e) The cost to bring Client's environment up to minimum standards required for Services. f) Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors. g) Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider, including alterations, software installations or modifications of equipment made by Client's employees or anyone other than Service Provider. h) Maintenance of Applications software packages,whether acquired from Service Provider or any other source unless as specified in Appendix B. i) Programming (modification of software code) and program (software) maintenance unless as specified in Appendix B. j) Training Services of any kind. Page 2 of 3 ::..■: DSI DISYS Solutions Inc. 7) Confidentiality Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services, and will protect against unauthorized use. 8) Miscellaneous This Agreement shall be governed by the laws of the Commonwealth of Virginia. It constitutes the entire Agreement between Client and Service Provider for monitoring/maintenance/service of all equipment listed in "Appendix B." Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client. Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God. Acceptance of Service Agreement This Service Agreement covers only those services and equipment listed in "Appendix B." The addition of equipment/services not listed in "Appendix B" at the signing of this Agreement, if acceptable to both Service Provider and Client, shall result in an adjustment to the Client's monthly charges and executed through an addendum. IN WITNESS WHEREOF,the parties hereto have caused this Service Agreement to be signed by their duly authorized representatives as of the date set forth below. CLIENT DISYS SOLUTIONS, INC. By: By: Signature Signature Vinu Luthra Name Name Chief Operating Officer Title Title Date Date Page 3 of 3 n ''"" DSI ,,, r' DISVS Solutions Inc. Appendix A — Service Level Agreement IUD I SYS Solutions,Inc. Service Level Agreement Technology Products,Services,Solutions and Related Products and Services '''',716/0400/0101001 . \O\ •10, 0. �. .\\;k., /DIOIOo1o7O10l0100 01010101010��1p��ti10������\`;. 0 i 00010 0,\0 �o 00 01° X01000101 1 00100101 0 0101 1°°1 01°1 ) cOr 0 010001010101000 O \, ),\0A 0A°000 1d11 P10100101010101000° Q010101 0 00101010,1000100000010C'1��� J 01010101� 01 O 1 10 Q1 a1 I00100010101C)010 \ 0\001001000.10‘01100,40 \ 10 40111 110101010°_° 001 Page 1 of 9 t. ...... DSI '•, ,;••/ r�1/I r DISYS Solutions Inc. This document outlines the Service Level Agreement(SLA)between DISYS Solutions Inc. (DSI)and The City of Port Arthur ("Customer")for the delivery and support of Technology Products, Services, Solutions and Related Products and Services. The purpose of this agreement is threefold: 1. To clearly represent the capabilities of the service. 2. To establish a shared set of expectations regarding the operation and support of the service. 3. To provide a framework for bidirectional communication regarding overall satisfaction with the service. 1 SERVICE DESCRIPTION This is a Service Level Agreement(SLA)between and The City of Port Arthur ,hereafter referred as the"City" and DISYS Solutions,Inc.,(DSI),hereinafter referred to as DSI,and describes the agreed requirements and specification by the Customer in connection with DSI services. The purpose of this Service Level Agreement(SLA)is to identify the basic services,and any agreed upon optional services,to be provided by DSI regarding infrastructure support,project delivery and project support This SLA covers the period from the day the contract agreement between DSI and The City of Port Arthur is signed until the day it expires and will be reviewed and revised at the end of this period.It will remain in effect until a new agreement is signed. 2 SCOPE OF THE AGREEMENT The scope of this agreement includes the Technology Products, Services,Solutions and Related Products and Services operated and maintained by DSI to deliver the complete service. 2.1 LEGAL REQUIREMENTS This service must comply with the following legal/compliance regulations: ❑NONE ❑ FERPA ❑ SOX ❑ Other ❑HIPPA 2.2 AVAILABILITY Availability is the percentage of time the service is operational and ready for use.Some services can be designed for high availability by increasing the reliability,scalability,and fault tolerance of the individual components.Because high availability always comes at a cost in both money and additional complexity,organizations must make careful tradeoffs. At times, services may be partially available, meaning that some customers are working and others are not. Or, it could be that some features are working while others are not.Adjusting for partial availability gives a more accurate reflection of how well the service is performing but is more complex to calculate. 2.3 SERVICE HOURS In addition to regular maintenance,there are other time periods when a service may not be required. For instance, some non-critical services may only need to be up and running during office hours. Selecting service hours has implications for engineers and customer support personnel.Excluding maintenance,this service is available: O Monday-Friday,8:00am-5:00pm,excluding holidays ❑ 24x7x365 ❑ Other: Page 2 of 9 D s c::::: I 142k elk; p! 111.11111111. DISYS Solutions Inc. 2.4 MAINTENANCE WINDOWS All services require regularly scheduled maintenance windows in order to: 1. Keep system components up-to-date and secure by applying recommended patches and updates. 2. Keep applications and infrastructure current and up to vendor supported patch levels. DSI makes every effort to minimize the impact of maintenance on the availability of the service. However,you should know that the service may be unavailable during a portion or the entire maintenance window. The standard maintenance window occurs once per month and begins at <time> pm on <day> and extends until <time> on <day>. Not every service undergoes maintenance every month. Specific service outage timeframes are listed on the Change Management calendar. Mission critical services may be designed to remain operational during maintenance periods although this arrangement typically incurs additional cost. DSI can provide quotes for this premium service as requested. At times, a mission critical service or infrastructure component may require an exception to the standard maintenance schedule.The maintenance agreement for this service is: O Standard DSI monthly maintenance window O Quarterly maintenance ❑ Other: 2.5 SERVICE CHANGES There may be times when you request new capabilities or other changes that are intended to improve the service. All service changes(except for emergency situations)must be scheduled through the DSI Change Management process. Emergency changes are those required to restore the service to normal operations, such as dealing with an outage. These are executed as quickly as possible, without the need for a Change Review Board approval. 2.6 AVAILABILITY TARGET As a Tier 0 service,the target availability of Network is 99.99%. 2.7 SERVICE LEVEL REPORTING DSI will gather the information on regular intervals and will consolidate the results into reports that are shared with the customer on a regular basis. Service Level Reporting is important to provide regular open communications with the customer, identify areas of improvement, agree upon any corrective plans, and generally review and align the service with the customer and business requirements. There reporting cycle for this service is as follows: 0 Monthly ❑Quarterly ❑ Annual Other: ❑ Page 3 of 9 ii■■ii Ds' DISYS Solutions Inc. 2.8 SERVICE PERFORMANCE REVIEW This document will be reviewed and amended based upon mutual agreement on an annual basis. This review will include updates to service level targets, effective dates, costs, and other specific items as required. The Business Relationship Manager is responsible for providing a service performance review with the customer. 2.9 SERVICE/SUPPORT REQUESTS The customer may request service or report a non-critical incident by directly entering their request by calling the DSI Service Desk at 571-707-3770 or via email at DSI.NOC@disyssolutions.com.The customer may also view and check on the status of their request at this location.Customers should call the Service Desk for any critical incidents. The Service Desk is staged to respond quickly to customer request and escalate to the appropriate team to restore to normal service as quickly as possible. All service requests are addressed during normal business hours (Monday-Friday, 8:00am - 5:00pm, excluding holidays) DSI will be providing an on-site support technician for the initial six(6)month period of this contract. 2.10 CONTACT POINTS AND ESCALATION The primary contact points for the service are listed in the table below. These contacts will be notified by the DSI Service Desk as depicted in the Escalation Procedure when responding to service outages or other critical service impacts. 3 SERVICE MATRIX All incidents should be reported to Systems Support at 571-707-3770 or DSI.NOC@disyssolutions.com to ensure proper recording and tracking.All incidents that exceed the response time will be escalated to the escalation contacts list.DSI commits to the following service performance targets: Page 4 of 9 ::..:: DSI r '▪I 1/ ■ DISYS Solutions Inc. Severity Level Description Response lime to Resolution/ Status begin working issue 'Mitigation Updates Severity 1 Incidents or Critical trouble calls are those The on-call response time for a 24 hours Every 2 hours Critical trouble calls are reported by critical trouble call during During Department hours of operation as severely affecting the _hours of operation is four(4)hour operations of the or less.Meanwhile engineering resource will be deployed for on-site such as: resolution if required.Time required by DSI's engineering resource to 1. The VoIP Telephony system reach on-site is 4 hours or less. down. 2. Total system failure. During 3. Other problem at the discretion of _hours of operation,the remote services and diagnostics should commence within fifteen(15) minutes following notification to the service provider of a malfunction by _department or by way of remote monitoring.Provided DSI's engineering resource is allocated a VPN connection within that time frame. Severity 2 Incidents or Same as above but during The on-call response time for a 24 hours Every 8 hours Critical trouble calls Department non-hours of critical trouble call during During Department non- operation hours of operation _hours of operation is four(4)hour or less. Escalate using During escalation contact list in _hours of operation,the remote section 5.0 services and diagnostics should commence within fifteen(15) minutes following notification to the service provider of a malfunction by _department or by way of remote monitoring.Provided DSI's engineering resource is allocated a VPN connection within that time frame. Severity 3 Emergencies are considered Within 2 hours from time reported, 48 hours Every 24 hours system problems in which 25% an engineering resource will be Incidents or more of the stations or trunks allocated for on-call support. are out of service. Severity 4 A department or individual's Within 8 hours from time reported, 48 hours Every 24 hours ability to perform a job function an engineering resource will be Incidents may be impacted or allocated for on-call support. inconvenienced,but can continue business as normal operations. (Example:A users IP Phone is unable to access Corporate Directory) Page 5 of 9 ;..;; D S tglit 1O DISYS Solutions Inc. 4 CUSTOMER RESPONSIBILITIES • Report problems using the problem reporting procedures detailed in this SLA,including a clear description of the problem. • Provide input on the quality and timeliness of service using appropriate methods and communications (SLA review,monthly status and summary comments,satisfaction surveys,lessons learned,issue escalations,etc.). • Communicate when software testing/Network infrastructure Testing/and/or maintenance is causing problems that interface with standard business functions. • Keeping DSI aware of major changes in their business that impacts technology(e.g.new hardware or software, major equipment moves.etc.). • Provide VPN information to the allocated engineering resource. 5 SUPPORT AND ESCALATION CONTACT LIST Please use the following contacts for Operational Support or an Escalation of support issue. Please refer to section 3.0 if service performance guarantees are not followed. Level Contact Person Role Contact E-mail Address Number 1st System Support 8:OOAM-5:00PM M-F, 1-888-286- DSI.NOC@disyssoIutions.com except U/M Holidays 3896 2 ` TBD Engineer/Architect 571-707-36XX xxx@disyssolutions.com 3 TBD Project Manager 571-707-36XX xxx@disyssolutions.com 41 TBD Team Lead Sales 571-707-36XX xxx@disyssolutions.corn 5'' Director of Technical 571-707-3617 Britton Al my britton.almy@disyssolutions.com Services 6'' Sr.VP of Sales& 571-707-3654 Alan Bechara Marketing a la n.bech a ra @ d isyssolutions.com For all maintenance options, DSI provides access to its technical support and repair center 24 hours a day, seven days a week via a telephone number 571-707-3770. Through this number, DSI provides Cisco certified Network Engineers 24 hours a day,seven days a week.During outside normal working hours,this telephone forwards the call to the Duty Network Engineer.If the Duty Network Engineer does not pick up the phone with in 4 rings,the call is forwarded to the Duty Supervisor. 6 ESCALATION PROCEDURE The escalation process is managed by the DSI Service Desk. The customer may also escalate as needed by contacting the Service Desk or Service Owner as listed in the DSI contacts to provide the necessary visibility and management attention to critical issues. The following details and describes our Support Tier levels: Page 6 of 9 ■11 ( ■•.\•■ II DSI , //r DISYS Solutions Inc. Support Tiler Doscription Tier 1.Support All support incidents begin in Tier 1,where the initial trouble ticket is created,the issue is identified and clearly documented,and basic hardware/software troubleshooting is initiated. Tier 2 Support All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier 2,where more complex support on hardware/software issues can be provided by more experienced Engineers. Tier 3 Support Support Incidents that cannot be resolved by Tier 2 Support are escalated to Tier 3,where support is provided by the most qualified and experienced Engineers who have the ability to collaborate with 3'2 Party(Vendor)Support Engineers to resolve the most complex issues. Service Request Escalation Procedure 1. Support Request is received. May be initiated by DSI NOC personnel or by the City 2.Trouble Ticket is created 3.Issue is Identified and documented 4.Issue is qualified to determine if it can be resolved through Tier 1 Support If issue can be resolved through Tier 1 Support: 5.Level 1 Resolution—issue is worked to successful resolution 6. Quality Control—Issue is verified to be resolved to Client's satisfaction 7.Trouble Ticket is closed,after complete problem resolution details have been updated If issue cannot be resolved through Tier 1 Support: 6.Issue is escalated to Tier 2 Support 7.Issue is qualified to determine if it can be resolved by Tier 2 Support If issue can be resolved through Tier 2 Support: 8.Level 2 Resolution—issue is worked to successful resolution 9. Quality Control—Issue is verified to be resolved to Client's satisfaction 10.Trouble Ticket is closed, after complete problem resolution details have been updated If issue cannot be resolved through Tier 2 Support: 9.Issue is escalated to Tier 3 Support 10.Issue is qualified to determine if it can be resolved through Tier 3 Support If issue can be resolved through Tier 3 Support: 11.Level 3 Resolution—issue is worked to successful resolution 12. Quality Control—Issue is verified to be resolved to Client's satisfaction 13.Trouble Ticket is closed,after complete problem resolution details have been updated If issue cannot be resolved through Tier 3 Support: 12.Issue is escalated to Onsite Support 13.Issue is qualified to determine if it can be resolved through Onsite Support Page 7 of 9 ....... ,._, 06_ ...... DSI —"IMO.-; DISVS Solutions Inc. If Issue can be resolved through Onslte Support: 14. Onsite Resolution—issue is worked to successful resolution 15. Quality Control Issue is verified to be resolved to Client's satisfaction 16.Trouble Ticket is closed, after complete problem resolution details have been If issue cannot be resolved through Onsite Support: 17.I.T.Manager Decision Point—request is updated with complete details of all activity performed The following flow diagram depicts the workflow for a service incident following the standard guidelines for resolution according to service tier and priority. The service Desk monitors incidents for timelines and milestones and may escalate the priority of any incident as warranted. rb>rr ' aHere I Om",or Olerner. rsweed NAM. UMW ----la b Leets Teo .--� to Lew;Tame TecN10In !follow,- I • • Levet Or Itool Tom) l•... -PONTedrow, f TKMOwn Tartar)", Abenpe b MMrpb b �: wawa*b Th.---. Ware *War% —a- Seam Redeem V * i LAN JAM.V Armor Omeri WOW Rote" Wave renew 1 1,41r101~4 r Wm:~ 4 hobMwOwrw Recce nam ,..-, _Seeeateen f et�pme Mew leb/dnti Oeeeo e ab V ♦ 9 Roam,RecordOstebeee 11 MOWCbeeOJ Wares* -------a WaledI a Page 8 of 9 ::...: Dsi :WWI Ms '/ DISVS Solutions Inc. 7 SIGNATURES The follow checklist must be completed before the SLA is forwarded for approval. Title&Name Date Name, Title,DISYS Solutions,Inc. Title&Name Date Name, Title, City of Port Arthur Page 9 of 9 ::...: DSI fir'/rr DISYS Solutions Inc. Appendix B — Supported Equipment DSI Managed Services: a. Managed Services for VoIP Infrastructure $ 3,360.00 b. Managed Services for Switch/Data Infrastructure $ 640.00 MRC $4000.00 Total for Year 1 $48,000.00 Page 1 of 1 City of - 4 ®� ,,`` J iiinrt rtltu -- /�•rrn City of Port Arthur Integrated VoIP System and Services go/iii ,..... D s 1 ..•,... •..••• DISYS Solutions Inc. DISYS Solutions, Inc. Statement of Work ii..aililf i 11111* Vaijanath Sonvane Vaija nath.Sonvane@DISYSSolutions.com atb r' I DISYS Solutions Inc. Document Information Version Status Release Number Date Reason for Version 1.15 1-Dec-17 Release updated to reflect Pricing updates V.11 Presenter Information Prepared by: DISYS Solutions, Inc. Name: Vaijanath Sonvane Title: Sr. Network (UC & Collaboration) Engineer Address: 44670 Cape Court,Suite 100,Ashburn,VA 20147 Telephone: (571) 707-3640 Email: Vaijanath.Sonvane@DISYSSolutions.com Page 1 of 52 "11" DSI `'/• DISYS Solutions Inc. Table of Content DOCUMENT INFORMATION 1 VERSION STATUS 1 PRESENTER INFORMATION 1 OVERVIEW 4 1 EXHIBIT 1— PROJECT SCOPE AND RESPONSIBILITIES OF THE PARTIES 5 1.1 PROJECT SCOPE 5 1.1.1 DEFINITIONS 5 1.2 SCOPE OF SERVICES 5 1.3 PROJECT PHASES 12 1.3.1 PLANNING, PREPARATION AND DESIGN (PHASE-I) 12 1.3.2 INFRASTRUCTURE DEPLOYMENT(PHASE-II) 15 1.3.3 SITE DEPLOYMENTS(PHASE-III) 18 1.3.4 DOCUMENTATION (PHASE-IV) 19 1.3.5 TRAINING AND KNOWLEDGE TRANSFER(PHASE-V) 19 1.4 SUPPORT ESCALATION 20 1.4.1 IMPLEMENTATION ISSUES 20 1.4.2 OPERATIONS AND MAINTENANCE(O&M) ISSUES 21 1.5 PROJECT SCHEDULE 22 1.6 RESPONSIBILITIES OF THE PARTIES 27 1.6.1 DSI RESPONSIBILITIES 27 1.6.2 CUSTOMER RESPONSIBILITIES 27 2 EXHIBIT 2 -STANDARD SOW TERMS 30 2.1 SERVICES 30 2.2 CANCELLATION AND RESCHEDULING 30 2.3 COMPLETION 30 2.4 GENERAL PROJECT ASSUMPTIONS 31 2.5 CHANGE MANAGEMENT PROCEDURES 31 2.6 PAYMENT MILESTONE 32 3 APPENDIX A— BILL OF MATERIALS 34 4 APPENDIX B—PROJECT ACCEPTANCE CERTIFICATE 46 5 APPENDIX C-SATISFACTION SURVEY 47 6 APPENDIX D—PROJECT CHANGE ORDER 49 7 APPENDIX E—CLARIFICATIONS 50 Page 2 of 52 44k, —"111111111- DISYS Solutions Inc This Statement of Work("SOW") is made and entered into between DISYS Solutions, Inc. (henceforth addressed as DSI) and the City of Port Arthur(henceforth addressed as City). This SOW is governed by, incorporated into, and made part of the Agreement ("Agreement") between DSI and the City.This SOW defines the services and deliverables that DSI shall provide to the City under the terms of the Agreement. The terms of this SOW are limited to the scope of this SOW and shall not be applicable to any other SOWs, which may be executed and attached to the Agreement. This SOW consists of this signature page and the following Exhibits which are incorporated in this SOW by this reference: Exhibit 1—Project Scope and Responsibilities of the Parties Exhibit 2—Standard SOW Terms IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this SOW to be duly executed. City of Port Arthur DISYS Solutions, Inc. By: By: Name: Name: Title: Title: Date: Date: Page 3 of 52 ;.... DSI ,' , DISYS Solutions Inc. Overview DSI is pleased to present this Statement of Work (SOW) to provide professional services to the City of Port Arthur. This SOW defines the scope of work to be accomplished by DSI. The tasks to be performed by DSI are defined and an Estimated Schedule is provided. The responsibilities of DSI and the City are contained herein as well. The SOW includes the following sections: • Scope of Services • Project Phases • Support Escalation • Project Schedule • Responsibilities of the Parties • Standard SOW Terms • Bill of Materials • Project Acceptance Certificate • Satisfaction Survey • Project Change Order form Page 4 of 52 :;...; DSI -%•••- DISYS Solutions Inc. 1 Exhibit 1 — Project Scope and Responsibilities of the Parties 1.1 Project Scope 1.1.1 Definitions Standard Definitions specific to the Services provided herein are as follows: • Unified Communications(UC):The architecture for Unified Communication or the DSI provided equipment consisting of the Cisco Unified Communication Licenses, Cisco Analog Voice Gateways, and IP Phones. • Installation and Configuration: Installation and Configuration of the UC equipment and licenses which allows the UC equipment to operate in the Customer's network. • Customer Site(s)or Site(s):The physical site(s)designated by the Customer(other than DSI sites)where the Services may be performed. • Project Start Date:The Project Start Date to be agreed upon between DSI and the Customer upon receipt of signed Sales Agreement. • Deliverable: All documentation, whether in hard copy or electronic form, such as analyses, reports, manuals,test results, or any other item other than Product provided by one party to the other pursuant to the terms of this SOW. • Implementation: The activities specified in this SOW such as project management, design review, configuring,staging, installation, and testing performed by DSI. • Installation:The physical activity required to place a Product into a Customer Site. • Milestone:A specific goal, objective,or event pertaining to Services described under the terms of this SOW. • Network:A connection of Products and other equipment and devices that communicate with each other. • Normal Business Hours: The hours of Monday through Friday 8:00am to 5:00pm local time, excluding any DSI observed holidays.A list of DSI observed holidays will be provided upon request. • Product(s): DSI hardware and/or software in connection with which Services are being provided herein. • Project Plan:A plan documenting all aspects of the Services. • Professional Services or Services:The services provided by DSI to the Customer under this SOW. • Site Survey: An assessment by DSI of the readiness of the Customer Site for the Implementation of the Product as further defined below. • Staging:The assembly and software loading of Product prior to Installation at Customer Site. 1.2 Scope of Services During the term of a contract awarded pursuant to this RFP #T17-039, DSI will provide the following services: DISYS Solutions, Inc. (DSI)will provide turnkey installation and integration of a Hybrid VoIP System and Services for the City of Port Arthur for Single On-Premise and Cloud (Hosted) based Cisco Unified Communication & Collaboration System which unifies voice, video, data, and mobile applications. Cisco Collaboration Solutions support the full range of voice, video, and data communications, including the latest advances in mobile communications and social media. The Cisco Collaboration Solutions also provide an extensive set of Page 5 of 52 , :::::; D S I 1/ DISYS Solutions Inc. applications and services that can be deployed either on premises or in the Cloud. The Hybrid Solution combines the benefits of both the On-Premise and Cloud VoIP solutions to create a blended architecture. The Cisco Unified Communication (UC) & Collaboration Solution comprises an array of products to build a complete end-to-end collaboration solution for virtually any size or type of enterprise.Cisco UC&Collaboration Solution consists of the following main elements: Solution Components Brief Description Cisco Business Edition Cisco BE6000M is a Medium Density Rack Mount Server to install Cisco Unified 6000M Servers Communications and Collaboration Applications. The Cisco UC & Collaboration (BE6000M or BE6K) applications will be installed on BE6000M Servers. The proposed solution includes total 4 On-Premise Cisco Business Edition 6000M Servers. VMware vSphere is a virtualization hypervisor used to install Cisco UC & VMware vSphere Collaboration Applications. The Cisco UC & Collaboration System is fully supported on VMware Virtualized Environment. The proposed solution includes total 4 licenses for VMware vSphere Standard edition. VMware vCenter Server provides centralized management of virtualized hosts VMware vCenter and virtual machines from a single console.The proposed solution includes single license for VMware vCenter Standard edition. Cisco Unified Workspace License (CUWL) Standard Edition licenses provides the most popular bundles of Cisco Collaboration applications and services in a cost- effective, simple package. The Standard Edition includes license for Call Control, Voice Messaging, Cisco Jabber, Unified Client, Mobility, Cisco Instant Messaging Cisco CUWL Licensing & Presence, and Cisco Expressway. The proposed solution includes total 430 Cisco CUWL Standard licenses for Call Control, Voice Messaging, Cisco Jabber, Unified Client, Mobility, Cisco Instant Messaging & Presence, and Cisco Expressway. Cisco Unified At the heart of the Cisco UC Solution is the Cisco Unified CM. It provides endpoint Communication registration, call processing, and media resource management. The proposed Manager(Cisco solution includes total 430 licenses for Cisco Unified CM. DSI will work with the Unified CM or UCM or CUCM) City to confirm the final license count. Cisco UCxn provides Unified Messaging and Voicemail Services. With the integrated messaging platform, you can securely deliver unified messaging for Cisco Unity Connection voicemail and email. The proposed solution includes total 430 licenses for Cisco (Cisco UCxn or CUC) Unity Connection. Additional 70 licenses are proposed to meet the add-on voicemail requirements. Cisco Unified IM and Cisco Unified IMPS provides native standards-based,enterprise IM,and network- Presence(Cisco based presence as part of Cisco Unified Communications. IM and Presence Unified IMPS or IMPS Service are secure, scalable, easy-to-manage, and rich in features. Cisco IM & or CUPS) Presence application is included at no cost to the customer. Cisco Expressway Cisco Expressway is an advanced collaboration gateway that helps make (EXPWY) collaboration as simple, secure, and effective outside the organization as it is inside.This allows you to equip your video-enabled teleworkers and mobile Cisco Page 6 of 52 111111 D S.1111.111111: I -1111111 DISYS Solutions Inc. Jabber users with access to their full collaboration workloads without requiring a VPN. Cisco Expressway application is included at no cost to the customer. Cisco Unified Attendant Console Advanced gives corporate operators and Cisco Unified receptionists the tools they need to professionally handle incoming calls with Attendant Console (CUAC) ease. The proposed solution includes total 5 licenses for Cisco Unified Attendant Console operators. Cisco ER is an emergency communication system that helps you respond to a Cisco Emergency crisis quickly and efficiently. Cisco ER solution sends emergency calls to the Responder(Cisco ER or appropriate public safety answering point (PSAP) for the caller's location, CER) allowing the PSAP to identify the caller's location and return the call if necessary. The proposed solution includes total 430 licenses for Cisco Emergency Responder. Singlewire InformaCast is a notification software solution that transforms devices Cisco Paging Server on any network into a powerful system for IP paging and emergency IT alerting. (Singlewire It integrates easily with Cisco phones overhead speakers,strobes, panic buttons, InformaCast) and more to increase the speed,reach, and success rate of emergency alerts.The proposed solution includes total 500 licenses for Cisco Paging Server. Cisco Prime Collaboration Assurance and Analytics is a monitoring and data Cisco Prime analytics tool that provides complete service assurance. The Assurance feature Collaboration detects hardware failures and performance degradation, and immediately Assurance and notifies the system administrator via email. The Analytics feature analyzes and Analytics(Cisco PCAA) reports on asset usage, call traffic, service quality experience, and capacity of shared resources such as TDM/SIP trunks and gateway DSP. The proposed solution includes total 430 licenses for Cisco PCAA. Cisco Prime Infrastructure helps to simplify and automate management tasks while taking advantage of the intelligence of your Cisco networks. It assists in consolidating management of products and reducing the number of tools Cisco Prime required to manage the network. Managing your network using Cisco Prime Infrastructure Infrastructure gives you greater visibility and control,with faster deployment and troubleshooting. DSI has included Prime Infrastructure for all the data switches included in this solution. Cisco Prime Cisco PCD assists in the management of unified communications applications. It Collaboration allows you to perform tasks such as migration of older software versions to new Deployment(Cisco virtual machines, fresh installs, and upgrades of existing applications. Cisco PCD PCD) application is included at no cost to the customer. Cisco 4351 ISR Routers are proposed for City Hall & Police Department and Cisco 4321 ISR Router is proposed for Public Works location to provide MPLS Cisco 4351 and 4321 connectivity to the Service Provider. The ISR Routers will also provide PSTN ISR Routers(MPLS& connectivity over SIP Trunk lines. The new UC System will be integrated with SIP) existing PBX Systems using ISDN PRI lines on ISR Routers. The proposed solution includes total 100 SIP Sessions on each Cisco 4351 ISR Router and 25 SIP Sessions on Cisco 4321 ISR Router Cisco 4321 ISR Routers are proposed for Civic Center, Public Works, Utility, Fire Cisco 4321 ISR Routers Station, Garage, Library, Parks & Recreation, and Water Purification to provide (MPLS&SRST) MPLS connectivity to the Service Provider. The ISR Routers will also provide Survivable Remote Site Telephony (SRST)functionality. Page 7 of 52 DISYS Solutions Inc. Cisco Unified SRST enables routers to provide basic call-handling support for Cisco Unified IP Phones when they lose connection to remote primary, secondary, and tertiary CUCM servers or when the WAN connection is down. The Cisco Unified SRST feature provides call processing at the branch offices for Cisco Unified IP Phones if they lose their connection to the remote primary, secondary, or tertiary Unified CM or if the WAN connection is down. Under normal operations, the remote office will connect to the central site via an IP WAN, which carries voice traffic, and call signaling. The IP phones at the remote office exchange call signaling information with the Unified CM cluster at the central site and place their calls across the IP WAN. If the WAN link to the remote office fails, or if some other event causes loss of connectivity to the Unified CM cluster, the remote office IP phones re-register with the remote office router in SRST mode.The remote office router,using SRST, queries the IP phones for their configuration and uses this information to build its own configuration automatically.The remote office IP phones can then make and receive calls either within the remote office network or through the PSTN. The phone displays the message "Unified CM fallback mode," and some advanced Unified CM features are unavailable and are grayed out on the phone display. Cisco UC Phone 8851 is proposed to meet Medium, Large and Executive phone Cisco UC Phone 8851 requirements. The proposed solution includes total 430 Cisco UC Phone 8851 Models. Cisco IP Phone 8800 Cisco Key Expansion Modules are proposed to support more programmable Key Expansion Module buttons for Cisco UC Phone 8851. The proposed solution includes total 15 Cisco (KEM) IP Phone 8800 Key Expansion Modules. Cisco Jabber platform allows all users to access presence, IM,voice,video,voice Cisco Jabber messaging, desktop sharing, and video conferencing from any device. Cisco Jabber client is included at no cost to the customer. Cisco Catalyst 3650 Switches are proposed to replace existing end of life and end Cisco Catalyst 3650 of support network switches at different City facilities. The proposed solution Switches includes total 41 PoE+Cisco Catalyst 3650 Switches:28 Switches are 48-Ports and 13 Switches are 24-Ports. ISI Infortel Select(Call Infortel Select is a Call Accounting and Reporting systems that captures Call Detail Accounting System) Records (CDR) from telephone systems to report on telecom usage, telecom costs and employee activity.The proposed solution includes total 500 Licenses. Key Functional Requirements Industry Standard Architecture An open standards-based solution, able to support a converged network. The Cisco Unified Communications system is the first unified communications system built to take full advantage of robust, end-to-end network-based services and an architectural approach. It uses open standards such as Extensible Markup Language (XML), Voice Extensible Markup Language (VoiceXML), SIP/SIMPLE (Session Initiation Protocol/SIP for Instant Messaging and Presence Leveraging Extensions), Page 8 of 52 "0 rum, DISYS Solutions Inc. HTTP, and Simple Object Access Protocol (SOAP) to virtualize voice, video, presence, and mobility services within the network The Cisco Unified Communication open architecture supports all relevant industry-standard protocols, codecs, and interfaces. It currently allows for the widest compatibility with existing environments, while featuring state-of-the-art innovations that add significant value. Fully Supported Cloud A solution that offers a Contractor-based,fully supported cloud platform that ingrates with the local-based PBX system. Cisco Unified Communications System is available in a choice of deployment models: public cloud, private cloud, on-premises, remote, or hybrid and it can be integrated with local-based PBX system. In the event of an internet failure,the Call Control and Voicemail Servers at Police Department (PD) are not dependent on the Internet connection. The IP Phones will function even though the Internet connection is down. The proposed Unified Communication Solution in its entirety acts as Single System, but if Call Control and Voicemail Server's at PD loses connection with other servers, it will work independently until other servers are alive. PoE Switching Ability to support power over Ethernet instruments The proposed Cisco Unified IP Phones are compatible with both IEEE 802.3af and 802.3at switch blades and supports both Cisco Discovery Protocol and Link Layer Discovery Protocol-Power over Ethernet(LLDP-PoE). Fully Integrated A solution that seamlessly integrates all components including call processing and voicemail Cisco Unified Communications is an integrated, world-class set of communications products and services that uniquely addresses the needs of any-sized businesses. It transparently integrates voice, video, data, security, and mobility into a single, smart, and affordable communications solution. Cisco Unified Communications works with your existing business applications and infrastructure to create more effective, more mobile, and highly secure system. Cost Reduction A solution that reduces operational costs and delivers state of the art features. By consolidating voice, video, and data networks onto a single IP network, organizations have reduced the cost of communications, taken advantage of underused network capacity, and laid a foundation for unified communications. Deploying Cisco unified communications across the business enhanced communications and collaboration.These capabilities are helping organizations shorten decision cycles, accelerate business, and boost productivity by speeding secure access to information and by making it possible for everyone to collaborate everywhere. Cisco Unified communications also provides a communications system that can change and grow at a moment's notice. More than 70 percent of Fortune 500 companies now use Cisco Unified Communications to build competitive advantage. In fact, many of Cisco's more than 50,000 unified Page 9 of 52 -111111111111.-.1111 DSI DISVS Solutions Inc. communications customers are now using unified communications capabilities into business processes in order to streamline those processes and, in some cases, to change the way they do business. Customers that adopt unified communications save cost in the form of: • Lower monthly bills: Instead of paying separate bills for voice and Internet access, customers can use a single IP service provider for both, qualifying for more favorable rates. • Lower operational costs:The IT department can manage one centralized unified communications system that serves the entire organization instead of separate PBX systems in each location. To manage the system, the proposed solution includes built in Web Administration tools that centrally manage the system from any location. The solution also includes Cisco Prime Collaboration tools to monitor and provide analytic reports. • Less expensive office moves: Employees or entire departments that move to a new location can simply reconnect their Cisco IP phones in the new location, saving service provider fees of$75 to$200 for each move, add, or change. • Cost savings and flexibility through server virtualization and integration into your network environment. Feature Rich A solution that delivers the same traditional features and applications of TDM networks (thereby ensuring no loss of features and functionality). Cisco Unified Communication solution delivers the same traditional features and applications of TDM networks. Cisco Unified Communications environment provides an enterprise-class solution with the full suite of unified communications services, including which includes IP telephony, unified messaging, customer contact, Web and video conferencing, and presence technology. PSTN to IP/SIP Compatibility A solution that enables IP and SIP telephone calls and features to be passed across an IP network and be able to support various IETF interconnection protocols as well as PSTN interconnection using ISDN PRI,T-1 and analog trunks. The Cisco Unified Communication open architecture supports all relevant industry-standard protocols, codecs,and interfaces. It supports the open standard SIP, ISDN PRI,T-1 Analog Trunks. Analog Trunking Capability Ability to terminate analog trunks for use by police department and city-wide fax machines. The Cisco Unified Communication open architecture supports all relevant industry-standard protocols, codecs, and interfaces. It can either support analog trunks using Cisco VG300 Series Analog Gateways or via ISR FXS modules.To support analog FAX (analog trunks) lines,the proposed solution uses network interface modules on Cisco ISR Routers. Every ISR provided in the BOM include the FXS modules that can support a maximum of two (2)fax lines. Disaster Resilient A disaster resilient solution that utilizes AT&T SmartRing technology implemented by the City to achieve voice network redundancy,automatic failover, and local survivability for all three campuses. Page 10 of 52 — sz% ;....; DSI DISVS Solutions Inc. The proposed Cisco UC solution can utilize AT&T SmartRing technology to achieve voice network redundancy, automatic failover, and local survivability for all three campuses. DSI will work with City's IT team to fulfil the disaster resiliency requirement. DSI understands that the City will be moving to EPL for the physical WAN layer. The EPL lines from AT&T will terminate on DSI proposed Cisco ISR Routers. The ISR Routers with routing functionality will provide connectivity to other sites using EPL connections. Ease of Management A solution that facilitates Management and Administration The IT department can manage one centralized unified communications system that serves the entire organization. The proposed solution includes built in Web Administration tools to centrally manage the system from any location as long as the administrator has access to City's network via wired, wireless, VPN or any other type of connection. The solution also includes Cisco Prime Collaboration tools to monitor and provide analytic reports. Secure A solution that optimizes system performance and reduces the probability of toll fraud, restricted calls, and illegal system, and network access All the mechanisms that are used to protect the LAN can also be used to protect the Cisco UC Solution. Cisco UC Solution also supports encryption, certificate-based authentication, integrated security agents and specially adapted features for UC Proxy on Cisco ASA Firewalls. Furthermore, the Cisco UC applications are operated on a hardened Linux OS, which increases the safety. External Call Transfer Restrictions feature allows you to configure gateways, trunks, and route patterns as OnNet (internal) or OffNet (external) devices at the system level. By setting the devices as OffNet, you can restrict the transferring of an external call to an external device and thus help prevent toll fraud. Voice Messaging Capable of supporting 500 station users. The proposed Cisco Unity Connection (Voice Messaging) solution includes total 500 voicemail user licenses and overall the solution can scale up to 1,000 voicemail users. The City can purchase additional voicemail user licenses to scale beyond 500 users. Page 11 of 52 04§ D S r,'/r' DISVS Solutions Inc. 1.3 Project Phases DSI will complete a series of project phases in order to design and implement the proposed integrated VoIP Systems and Services solution. These project phases may be performed in parallel without necessarily completing the previous phase before the next begins.The statement of work includes following project phases: • Planning, Preparation and Design • Infrastructure Deployment • Site Deployments • Documentation • Training and Knowledge Transfer Please refer to the detailed project plan under Section 1.5. The details and components of each phase will be outlined in the following sections. 1.3.1 Planning, Preparation and Design (Phase-I) The Planning and Preparation phase is essential to ensure a smooth project implementation. The Planning and Preparation phase will consist of several tasks, including Discovery, Data Collection, Dial Plan Design, System Design, etc. Based on the information provided in the RFP, the following network diagram outlines the high-level system architecture of the proposed Unified Communication Solution. The Solution Summary on page 14 provides the breakdown of hardware quantities per site. Page 12 of 52 N Lf) O ; c.,tora .1 a41 r a .... \■■/ i1ZL 1 7■// \ g_ m, Illi' i F iI a 7` 4 � ! LI .r. 1� lu S i 3 { — i $ = C0 &3- -- '---1-- E i z E21 �g • c 7 � y F _ a s r. r _� Q E z y E I O �_ C 0 .5 a • t I: ' v :4: a q a i ti 1 MDID 1 Z _ / l'. 1111N EF S 8 i, ' I l'il .a 0i E Y 1. 11r; .z. 3 c, 7-: - c 1 c EIJ 1 tiJàhi rij s a) J 0 _ 1 N a ..,n . N N .. n ,�.., f N1- a In 1 { 1 I O 1� 14 n 2 WI n N-: • • 1 ! • .I. C Ch a i I N ao ti f6 o I a_ A "r. N ^ , N n ¢ N O C ^ • o { 2 mama. 1 Mann ' M■■111 2 NM N i W n O 0 1 0 IRMO/ x I I I .... I .... ar � 4 b C ..i. -±N4. .1 - - M N -rl .. O S i 1 a ' 1'3 N ..` f w M b r... N n .w . ..7 1v v n S a ,.1 » . 4 N n -. A • • 0 ii gQ I ?$ . f ti 111 { w I .1 0 pN • vC .�'.1 ; — . r r 4 . _ ppp1 a t >' I ✓s a , F o 6 1 .-. e 15 ti 1 I 4. F O . a` • • A. 0 . tri i l 7,„ j I 8 O O 87. iCC i w O 14 c E E S g E •(�; N 6. 2 ,-, f = G n u n A :! ! ! Ib1jC ..1 N P L .1 ^ ^ .n-1 w N W O�.•9 ti 4 3 3 � _LIl�Inl�l�'.'_I .1 1 g 0 N 1.0111 ::: DSI DISYS Solutions Inc. DISYS Solutions, Inc. Tasks • Perform interviews with the City and its Department staff as needed to determine the system feature requirements. • Provide data collection spreadsheets to gather the information necessary for system deployment. • Conduct interviews to determine the needs for the Auto Attendant. • Perform Dial Plan and Network Design activities to meet the needs of the entire system. • Perform a full inventory of all hardware and software as it is delivered. • Finalize devices naming conventions. • Finalize VLAN and IP addressing schema. • Assessment of scalability and redundancy. • Develop, deliver and discuss low level design document. • Present the design with physical and logical topology. City Tasks • Attend and participate in the design interviews. • Provide information about existing Auto Attendant. • Complete the data collection spreadsheets as required by DSI. Deliverable Items • Low Level Design document that outlines the dial plan and network configuration. This document will detail the name and address scheme for all network devices and servers, as well as the dial plan information for internal and external calling. This will also contain design with physical and logical topology. • Documentation for Auto Attendant features will also be produced. 1.3.2 Infrastructure Deployment (Phase-II) The Infrastructure Deployment phase involves installing and configuring the central components of the Unified Communications solution. Each of the applications and systems to be deployed is outlined above in Section 1.2 —Scope of Services. 1.3.2.1 Hardware Verification and Inventory DSI will order the core infrastructure devices. Upon receipt of the devices, DSI will verify the devices against the order and build the inventory. In case of any damage to the received product, DSI will inform to the City and work with vendor for the replacement. 1.3.2.2 Cisco Unified Computing System The Cisco Unified Computing System (UCS) hardware platform will be used to run the voice server environment. A total four (4) Cisco BE6000M hardware hosts will be deployed on-premise to provide application redundancy and scalability. In this design,the system applications will be distributed across the Page 15 of 52 200111. ;....; DSI DISYS Solutions Inc. multiple physical servers. Even though these applications reside on different physical servers, they act as Single System. If the Primary Application in the System goes down then Backup Application takes over the system functionality. 1.3.2.3 VMware vSphere (ESXi) The UCS hardware platform will be the Cisco Business Edition 6000M Servers which are licensed with VMware vSphere 6 Standard licenses for the applications being installed.VMware vSphere(ESXi) 6.0 will be used to virtualize the installation of the individual voice applications.The remote host proposed is the Cisco UCS C220M4 Rack Mount Server with VMware vSphere 6 Standard licenses. 1.3.2.4 Cisco Unified Communications Manager Cisco Unified Communications Manager(CUCM) provides the call control and central configuration of many of the phone system components.CUCM will be deployed in a redundant configuration with multiple servers across On-Premise and cloud data centers. 1.3.2.5 Cisco Unity Connection Cisco Unity Connection (CXN) provides the voice mail and auto attendant features to the phone system as well as voice enabled directories. CXN will be deployed in redundant configuration across On-Premise and cloud data centers. 1.3.2.6 Cisco Instant Messaging and Presence The Cisco Instant Messaging and Presence (IM&P) provides the server component for the Jabber desktop and mobile software. It allows for instant messaging internally(or externally with the appropriate federation configuration and components) as well as presence information to tell when users are available, on the phone or busy. IM&P will be deployed in redundant configuration across On-Premise and cloud data centers. 1.3.2.7 Cisco Expressway Cisco Expressway is an advanced collaboration gateway that helps make collaboration as simple, secure, and effective outside the organization as it is inside.This allows you to equip your video-enabled teleworkers and mobile Cisco Jabber users with access to their full collaboration workloads without requiring a VPN. Cisco Expressway applications will be deployed in redundant configuration across On-Premise and cloud data centers. 1.3.2.8 Cisco Unified Attendant Console Cisco Unified Attendant Console Advanced gives corporate operators and receptionists the tools they need to professionally handle incoming calls with ease. Cisco Unified Attendant Console will be deployed in redundant configuration across On-Premise and cloud data centers. 1.3.2.9 Cisco Emergency Responder Cisco Emergency Responder(CER)provides enhanced 9-1-1 functionality. CER will be deployed in redundant configuration across On-Premise and cloud data centers. Page 16 of 52 ::...; DSI ■�■� ,'�• DISYS Solutions Inc. The CER Applications allows instruments to gain access to 911 calls. When someone in your telephone network places an emergency call, Cisco ER automatically sends email notification to onsite security personnel and routes the 911 call to the local public safety answering point (PSAP) operator. Using the extension that Cisco ER provides, onsite security personnel can look up the location of the caller through the Cisco ER User web interface. Once you know the location of the caller, you can go to the site of the emergency, send help, or otherwise complete your company's emergency response policy requirements. Cisco ER also maintains a record of emergency calls your system receives so that you can access this information later. The detailed functionality with call flows is provided in the RFP response. The City will need to provide separate ELIN (DID) Numbers to take advantage of CER functionality. The City or Police Department needs to update the ALI database in Service Provider 911 Center. 1.3.2.10 Cisco Paging Server Singlewire InformaCast is a notification software solution that transforms devices on any network into a powerful system for IP paging and emergency IT alerting. It integrates easily with Cisco phones overhead speakers, strobes, panic buttons, and more to increase the speed, reach, and success rate of emergency alerts. Cisco Paging Server will be deployed at City Hall Data Center. 1.3.2.11 Cisco Prime Collaboration Cisco Prime Collaboration (PC)provides efficient, integrated assurance management of applications and the underlying transport infrastructure. This includes real-time monitoring and troubleshooting of Cisco TelePresence solutions and the entire Cisco Unified Communications system, including Cisco Unified Communications Manager,Cisco Unity Connection and SIP Trunk Gateways.The prime collaboration will be installed at one of the data center as it doesn't support application high availability. 1.3.2.12 Cisco Prime Infrastructure Cisco Prime Infrastructure helps to simplify and automate management tasks while taking advantage of the intelligence of your Cisco networks. It assists in consolidating management of products and reducing the number of tools required to manage the network. Managing your network using Cisco Prime Infrastructure gives you greater visibility and control,with faster deployment and troubleshooting. DSI has included Prime Infrastructure for all the data switches included in this solution. 1.3.2.13 Core Voice Gateways The core voice gateways consist of one Cisco 4321 and two 4351 Integrated Service Routers; at locations previously specified in the high-level drawing. 1.3.2.14 Integration with Existing PBX System The new UC System will be integrated with existing PBX Systems using ISDN PRI lines on ISR Routers during installation phase to ensure 911 connectivity. Customer must provide ISDN PRI connection to terminate on proposed Cisco ISR Router. Also, City can use PRI lines for PSTN as a disaster recovery for SIP Trunk Lines. Page 17 of 52 . GA, DSI -111111110.- DISYS Solutions Inc. The proposed solution includes ISR Routers with PRI ports. No additional hardware or software licenses needed. DSI Tasks • Install the Cisco UCS hosts at the appropriate facilities. • Install VMware vSphere ESXi on each UCS host. • Install CUCM application in a redundant configuration o Configure central dial plan elements o Integrate with Active Directory. The AD integration will provide centralized authentication for Administrators. It will also provide centralized phone directory. o Integrate with existing Nortel System is required for the phased migration. This is temporary until all sites are migrated to new system. • Install CXN application in a redundant configuration o Integrate with CUCM o Integrate with Active Directory o Integrate with Microsoft Exchange for Unified Messaging • Install IM&P application in a redundant configuration o Integrate with CUCM for presence and CTI o Integrate with Active Directory • Perform verification and testing to make sure that everything is correct and working properly. City Tasks • Provide rack space for all hardware to be installed • Provide adequate power for all hardware to be installed • Provide network addressing for all hardware to be installed • Provide VMware vCenter for management (if available) • Provide DSI with access to vCenter(if available) • Ensuring compatibility of any City workstations with desktop software • Deploying desktop software to City workstations Deliverable Items Installation of all the system components mentioned above with their full functionality. 1.3.3 Site Deployments (Phase-Ill) During the Site Deployment phase,the rollout of all phones for the designated sites will be performed.This will involve the configuration and deployment of phones, cutover support and post cutover support. DSI Tasks • Install and Configure MPLS Routers Page 18 of 52 ::...; DSI �V r.I... -r1/rr DISVSSolutions Inc. • Install and Configure Network Switches • Configure and Rollout phones and users • Be available for cutover/ post cutover support • DSI will implement Public Works, Library, Water Utilities, Civic Center at temporary facilities. DSI will support the relocation of the provided equipment from the temporary facilities to the permanent sites when they become available, provided they are ready during the term of this contract. City Tasks • Provide Rack Space for MPLS Routers and Network Switches • Provide UPS Power and Network Internal (LAN) Connectivity for MPLS Routers and Network Switches • Provide networking support in consultation with DSI Engineers • Notify DSI of any issues arising from each site Deliverable Items • Install and Configure MPLS Routers • Install and Configure Network Switches • Installation and configuration of all Phones at City designated sites 1.3.4 Documentation (Phase-IV) The documentation phase is to allow for the creation of the detailed design documents for the Unified Communications solution as it is deployed. DSI Tasks • Produce the documentation listed in the Deliverable Items for this phase City Tasks • Review documentation as it is received and provide feedback on any changes if any that need to be made Deliverable Items • Detailed Design Document that covers all system components including hardware and software including the naming, addressing and credential information. • Network diagram of the system as deployed. • End-user training materials and handouts. 1.3.5 Training and Knowledge Transfer (Phase-V) The training and knowledge transfer phase addresses the training needs of both the Administrative and End- user audiences. DSI will provide 1 session (40 hours of up to 5 individuals) of Administrative training towards Page 19 of 52 ty,A :;..M\ ;: D S I '/ DISYS Solutions Inc. the completion of the project and 18 sessions(1-hour classes with maximum size of 10 individuals)of Cisco End- user training during the project implementation. DSI Tasks • Provide End-user training sessions- 1 Hour each session up to 18 sessions with 10 participants each. • Conduct Administrative workshop (40 Hours) that covers all system components (Administration training for moves, additions and changes for VM, Cisco Configuration, and network monitoring). This will also serve as an opportunity to review and evaluate the system documentation that will have been produced by this point in the project. • DSI will provide training material for the trainers in hard copy and soft copy. City Tasks • Identify administrators that will participate in the administrator session. • Provide a space for all training sessions. • Schedule and attend the administrative workshop. Deliverable Items • Training Material. 1.4 Support Escalation 1.4.1 Implementation Issues All issues,directly related to the implementation of this project,are the responsibility of,and should be directed to, the DSI Project Team. These issues include anything within the scope of the signed Professional Services Scope of Work. Please note that the responsibility for maintenance of the installed components of the new network transitions to an O&M status upon The City signing the Project Completion Certificate. Problem Resolution During implementation or per applicable SLA, DSI will be responsible for ensuring implementation related issues are resolved to the satisfaction of the City. For contact information pertaining to the DSI Contact, please direct all inquiries to the following individuals: Project Manager(PMP): Santhosh Vengattery Office: (571) 707-3644 Email: Santhosh.Vengattery@DISYSSolutions.com Sales Team Leader (TX): Himmat Rathore Office: (571) 707-3611 Email: Himmat.Rathore@DISYSSolutions.com Project Lead Engineer: Vaijanath Sonvane Office: (571) 707-3640 Email: Vaijanath.Sonvane@DISYSSolutions.com Page 20 of 52 ::...; DSI Vv r ■��r DISYS Solutions Inc. Director of Technical Services: Britton Almy Office: (571)707-3626 Email: Britton.Almy@DISYSSolutions.com 1.4.2 Operations and Maintenance (O&M) Issues Once the system has been acceptance by the City, Warranty and Maintenance issues (software and hardware) are addressed by the City directly with Cisco unless the DSI Managed Services are provided. DSI proposed solution provides Managed Services for VoIP and Data Infrastructure including monitoring switches, routers and end-points (if selected within scope). By linking to the City's network management systems, DSI accesses real- time 24x7x365 performance metrics of the City's VolP network infrastructure. DSI continuously monitors the status of the network's health through our Network Operations Center (NOC) located at our headquarters in Ashburn,VA, conducting diagnostics, providing statistics, and addressing issues through to resolution based on the SLAB and processes in place developed by the City and DSI. DSI will respond to issues and events, and will provide the initial troubleshooting within agreed upon SLA metrics. DSI will escalate to tier 2 or higher with qualified technical support for resolution and dispatch to the City's facilities, as necessary, per our SLA. DSI will also coordinate, escalate and manages resolution of issues as needed through Cisco's Technical Assistance Center(TAC) services. Typically, if the City has a network issue, the City of Port Arthur's technical staff's (City authorized employees) first call will be to DSI's technical staff at 571-707-3770 or they can send an email at DSI.NOC@disyssolutions.com. DSI uses an online system which automatically escalates calls to ensure prompt service.This system opens a service ticket for each call that is received.Online ticketing and dispatch is provided via SolarWinds Web Help Desk (WHD) Software. Web Help Desk automates ticketing management activities, including ticket creation, assignment, and escalation. It can be configured with multiple tiers and groups and create ticket assignment workflows. A Web-based dashboard will allow end-users to submit service requests easily, and offers self-service options. DSI project staff will assist the City with obtaining assistance with resolving issues, such as assigning an advisor to work with the City and the Cisco TAC, contact numbers, etc. The main resource for help with resolving these issues is Cisco TAC. The TAC is a technical support service available to our customers, partners, and resellers. There are two types of Cisco technical assistance, both of which are available only to customers, partners, and resellers who hold a valid Cisco service contract:the Cisco TAC Web Site and the Cisco TAC Escalation Center. The Cisco TAC Web Site addresses the majority of Priority Level 3 and 4 problems via the Internet and the Cisco TAC Escalation Center primarily addresses Priority Level 1 and 2 problems. 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O_' G C N tx C Q' u 5 C O .Y C C j z. # § 2 g. 1 ;—EIV u cLIV? t Ate' $ a V. t ‹ g _ c w a c c c a c t s N a c c 4 c rn U u E a _ waw a L w a w v, a 0 2 w a w a t a w a w y a E t zi s z Z c� a8t�) oa` W t F t ....-11-l-i• ••-�Fi••tt •F•Ft•F••- 4.F411.•F•111. IF t y,^- ��pp aapp L in l^-1 Cm) CM) e O f Q V V Y V O v 11)) V) U) VM) ' N h N h h UD cD m tMD ) m fD t^O !O @ S 6 a3 ■::rr DISYS Solutions Inc. 1.6 Responsibilities of the Parties 1.6.1 DSI Responsibilities • Provide a Project Manager, PMP Certified, who will act as single point of contact for all issues relating to the Implementation Services. Such person shall be identified and shall be available during Normal and Outside Business Hours. • Designate a backup contact when the DSI Project Manager is not available. • Lead Project Design meeting for completion of Detailed Design Workbook. • Develop a Project Plan. • Deliver the Site Survey Reports, Site Readiness Recommendations, Design Review Recommendations, UC Product Configurations, and Project Escalation Procedures. • Participate in regularly scheduled meetings with the City to discuss the status of the Implementation. • Review logical/physical schematics received from the City. • Review all pertinent City's site information received from Customer. • Ensure DSI employees and any subcontractors conform to the City's reasonable workplace policies,conditions, and safety regulations that are consistent with DSI obligations herein and that are provided to DSI in writing prior to commencement of the Services; provided, however, that DSI personnel or subcontractors shall not be required to sign individual agreements with Customer or waive any personal rights. • Provide Customer satisfaction surveys to Customer. 1.6.2 Customer Responsibilities Customer is responsible for providing and/or performing the following(as applicable to this project): • Designate a single point of contact to whom all DSI communications may be addressed and who has authority to act on all aspects of the Services. Such primary contact shall be identified and shall be available during Normal Business Hours. • Designate a backup when the Customer contact is not available who has the authority to act on all aspects of the Services in the absence of the primary contact. • Supply the workplace policies, conditions, and environment in effect at the Customer Site. • Customer will be required to provide a method for backing up the Unified Communication applications. • Ensured all sites are ready for equipment delivery.Customer is responsible for providing adequate and secure on-site storage for all product, equipment deliveries, staging and installation. • Ensure that any and all conditioned power (appropriate power rails and circuit breakers have been tested in the racks and cabinets where required), rack space, cable management, grounding points, air conditioning, carrier circuit installation, or other preparation work required to complete this SOW, has been completed prior to the implementation team's arrival. DSI will provide technical specifications of environmental requirements prior to contract execution. • Provide the specified/required floor/rack space, power and network connectivity for a single timely installation of the new hardware configuration. • If not included as part of this project, Customer has implemented a back-up power and backup data strategy that insures the availability of mission critical data and voice equipment, and applications. Page 27 of 52 DISYS Solutions Inc. • Customer has identified and has access to the main communications area in the occupied building. Customer ensures that all carrier circuits that are intended to connect has been fully tested, extended, identified/labeled, and subsequently proven to be suitable to carry voice and data network traffic. • If not included as part of this project,Customer has procured additional required software, hardware,network wiring, patch cords,uplink cables and/or additional network equipment in a timeframe that allows work to be completed and to meet project milestones. • The customer has assigned implementation technicians who are deemed capable and competent to follow the implementation plan with due care and skill, and authorized to signoff and approve the required parts of the implementation. • Unless specifically addressed in the SOW,the customer is expected to have all copper and fiber runs identified (clearly labeled with an accompanying structured cabling map/diagram). Improperly labeled (or no labels) on runs may require a Tone/Test and Tag Project Change Request and may delay the project. • Schedule and facilitate 'down-time'for systems and applications during certain periods during the project. • Provide appropriate work areas for DSI consultants when they are on-site. This includes a quiet work area, telephone access, printer access, Internet access, and fax access. • Provide all necessary security access to the locations where the work is to be delivered, as well as the passwords, equipment, etc. required to successfully complete this project. • Customer ensures that the work environment is free of hazardous materials and free from asbestos.Customer is responsible for supplying DSI with any information concerning safety issues and/or hazardous material for disclosure to all DSI and third-party employees working on the project. • Provide all the necessary support agreements for the software that is needed for the environment. • With reference to data migration from Nortel to Cisco,the City shall have performed all required configuration and voicemail backups prior to work being performed by DSI technical specialist(s), unless otherwise agreed to via a Project Change Request. • If remote access is required,then Customer will allow VPN connectivity. If VPN connectivity is not permitted, then a Project Change Request may be required. • Customer acknowledges that during the performance of services, Customer may be asked to download software as part of such services. In downloading such software, Customer affirms that it has received the software from DSI for use in its internal systems only and will use the software internally according to the instructions set forth by DSI. • Customer is responsible for obtaining all permits, licenses, and right of ways necessary for the completion of this project, including but not limited to building and city requirements. • Customer has finalized all contract negotiations with third-party suppliers for hardware, software, physical plant requirements, and/or additional network equipment. Customer will provide DSI with an updated list of all third-party contacts, as well as Customer's assigned project coordinator and all contacts necessary to facilitate this SOW. • DSI will coordinate with the EPL vendor to ensure that all parameters have been set in accordance with requirements and expectations. • Customer will communicate any issues or changes to both the original project plan or this SOW to DSI immediately upon discovery. Page 28 of 52 u41-A ;...r: D S I DISYS Solutions Inc. • Provide existing documented network architecture plan that would provide physical and logical schematics (Visio format preferred) prior to service commencement. • Customer will supply DSI with a properly formatted CSV file, if appropriate, for importing users into Cisco Unified Communication Manager and Cisco Unity Connection in order to gather information of existing users such as User Name, email address, extension number, DID number, etc. DSI uses User Information Template. We submit this template to customers to fill out the end user information. • Ensure that all site preparation (for example, but not limited to, power,space, HVAC,abatement, cables, and racks) will be in place and the site ready for equipment installation three (3) business days prior to the beginning of the scheduled onsite installation. • Ensure cubicle jacks are properly labeled back to the wiring closet patch panel. • Ensure that there are the necessary Power and Cable Requirements at each user location. • Customer will coordinate the scheduling users for training class times and provide the training facilities. • All Auto Attendant greetings are in writing. • A person is designated to record greetings during implementation phase. • UPS,Surge Protection,or Wall Outlets are available and labeled for equipment. • All Patch panels and cables are properly wired and labeled. • DSI will assess the cabling and propose the required changes to the cabling infrastructure with additional cabling cost proposals. • Any additional cabling required is performed by the Customer's cabling vendor. Page 29 of 52 .. DISYS Solutions Inc. 2 Exhibit 2 - Standard SOW Terms 2.1 Services DSI shall provide Professional Services to Customer as set forth in Exhibit 1. Services may be provided by DSI or individuals or organizations employed by or under contract with DSI,at the discretion of DSI. DSI is proposing Call Accounting Solution from ISI Tele-Management. DSI will work with ISI Engineer to successfully implement the Call Accounting Solution. 2.2 Cancellation and Rescheduling DSI must be informed of cancellation or rescheduling within 15 Days of the Project Start Date. Any cancellation or rescheduling of project should occur within 7 Days of Installation Start Date. Should the project be terminated prior to completion, Customer will be responsible for services performed between the Project Start Date and cancellation date. All cancellations and rescheduling requests must be made in writing and submitted to the DSI Project Manager. 2.3 Completion DSI will submit a detailed test plan to the City to be mutually agreed upon. Following test plan acceptance, DSI will test system functionality. Within seventy-two (72) hours of completion of the installation of the VoIP System at each Installation Site,the City of Port Arthur will conduct an"Acceptance Test"for the VoIP System for the purpose of demonstrating that such VoIP System conforms to the requirements specified in this SOW and performs in accordance with the Documentation, the City of Port Arthur and Installation Site's applicable specifications, operating characteristics, and test criteria. The City of Port Arthur will conduct the Acceptance Test with such assistance and support as is reasonably necessary from DSI personnel. Once the testing and user acceptance is approved by the City, DSI will submit a Project Acceptance Certificate (PAC - Appendix B). Customer has five (5) working days from the receipt of the PAC to schedule appropriate personnel to review the particular Project or Services performed and sign the PAC. Signing of the PAC, or Customer's failure to respond to the PAC within the designated five(5)day period,signifies Customer's acceptance of the Milestone and that Services have been performed as described in the PAC and in accordance with the SOW. In order to refuse acceptance of the Services performed, Customer must provide DSI with full details that show that Services do not conform to the SOW. DSI shall address such non-conformance in a timely manner. DSI shall compile an action plan to correct any deficiencies and the process for acceptance detailed herein shall be repeated until such time as all deficiencies have been resolved and the Services meet the requirements of the SOW. Acceptance may not be withheld due to defects in Services that do not represent a material non-conformance with the requirements of the SOW. Once all of the Installations Sites as stated in the BOM have passed the Acceptance Test, the City of Port Arthur will issue a consolidated Certificate of Acceptance (CofA) or Completion to DSI. The City of Port Arthur acknowledges that a VoIP System of this complexity may need minor adjustments during initial operations. The Page 30 of 52 6 .... D S •■'�•. ,,'/r r DISYS Solutions Inc. final Certificate of Acceptance will not be withheld if the City's systems start operating with the equipment supplied by DSI. Minor malfunctions/adjustments will be corrected by DSI as a customer service issue. At this stage DSI will be entitled to invoice the City of Port Arthur for the services rendered. 2.4 General Project Assumptions Several general project assumptions are included in this SOW. General project assumptions include but are not limited to: • One or more DSI Representatives may perform work on-site during implementation. Customer agrees that a designated and responsible Customer representative will be present at all times when a DSI Representative is on-site. • The project will involve some 'knowledge transfer'. The purpose of transfer of technology knowledge is to explain the Professional Services delivered for the Project and to provide a high-level overview of how that functionality may be utilized by Customer. Knowledge transfer is not intended to replace the manufacturers' formal instruction/classes. • Adequate staffing and project management is included in this SOW. If the Customer accelerates their timeline, additional staffing or overtime to meet the new deadlines may be required. Changes to the Customer's schedule must be communicated to the DSI Project Manager in writing within 24 hours of the change. • All communication that affects the technical aspects of the project will be directed through the Project Manager or other appointed personnel. • Review meetings will be held at milestone points in the project. These meetings are intended to facilitate discussion regarding project timelines.The availability of Customer's management and support personnel is critical to this project and Customer representation at these meetings is essential 2.5 Change Management Procedures • It may become necessary to amend this SOW for reasons including, but not limited to,the following: o Customer's changes to the scope of work and/or specifications for the Services; o Customer's changes to the Project Plan; o Unavailability of resources that are beyond either party's control; and/or, o Environmental or architectural conditions not previously identified (DSI will make every effort to identify applicable conditions prior to contract execution). • In the event either party desires to change this SOW,the following procedures shall apply: o The party requesting the change will deliver a "Change Request" (attached as Appendix D) to the other party. The Change Request will describe the nature of the change, the reason for the change, and the effect the change will have on the scope of work, which may include changes to the Deliverables and/or the schedule. o A Change Request may be initiated either by the Customer or by DSI for any changes to the SOW. The Project Manager of the requesting party will review the proposed change with his/her counterpart. The parties will evaluate the Change Request and negotiate in good faith the changes to the Services and the additional charges, if any, required to implement the Change Request. If both Page 31 of 52 .ee �M/♦rr ...... DSI r 1 ,, DISYS Solutions Inc. parties agree to implement the Change Request, the appropriate authorized representatives of the parties will sign the Change Request, indicating the acceptance of the changes by the parties. o Upon execution of the Change Request, said Change Request will be incorporated into, and made a part of, this SOW. o DSI is under no obligation to proceed with the Change Request until such time as the Change Request has been agreed upon by both parties. o Any changes to the services agreed upon in this SOW DSI and Customer and shall be managed per the Change Management Procedures. Any change to the services may result in an adjustment in DSI pricing. • Whenever there is a conflict between the terms and conditions set forth in a fully executed Change Request and those set forth in the original SOW, or previous fully executed Change Request, the terms and conditions of the most recent fully executed Change Request shall prevail. 2.6 Payment Milestone Payment schedule during the course of the project is defined below for the first year. This revised payment schedule does not include EPL services as DSI will not be providing such service and is beyond this Scope of Work. Final dates are subject to change and are presented as an example only. Payment Schedule Milestone Payment Due Date Payment Amount City Receives all Hardware 45 Days after invoice after full system and Software acceptance $480,262.52 Services 1/31/2018 $21,728.00 Services 2/28/2018 $21,728.00 Services 3/31/2018 $21,728.00 Services 4/30/2018 $21,728.00 Services 5/31/2018 $21,728.00 Training 6/30/2018 $11,600.00 DSI Managed Services 45 Days after invoice $4,000.00/month On-Site Support(NTE 6-months) 45 Days after invoice 40,000.00 Vendor-Hosted SaaS 45 Days after invoice $4,200.00/ month Smart Net (Year 1) 45 Days after invoice Smart Net Included in InformaCast Subscription payment for hardware and software. InformaCast: $2,678.40 Smart Net (Year 2) and 45 Days after invoice InformaCast Subscription $70,140.38 Smart Net (Year 3) 45 Days after invoice InformaCast Subscription $70,140.38 Smart Net (Year 4) 45 Days after invoice InformaCast Subscription $70,140.38 Page 32 of 52 U."'. DSI ■■.... , DISYS Solutions Inc. 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DSI DISYS Solutions Inc. 4 Appendix B — Project Acceptance Certificate When the project is complete, DSI will request final acceptance of all services and deliverables from Client via the following project completion form: PROJECT COMPLETION FORM This document serves to confirm that the Client Storage Assessment project has been completed and all of its deliverables have been met per the Statement of Work for Storage Assessment. 1. Project Name: 2. Client: Client Client Contact Title Address1 Address2 City,State, Zip Phone number Email Address 3. Project Number: 4. Phase(s)to be Billed: DSI Internal Use Specific phase(s) billed n First Deliverable n Second Deliverable Third Deliverable n Additional Deliverables... Note: Please provide total project hours 5. Acceptance PROJECT COMPLETION DECLARATION: The Client project team has received and reviewed all expected deliverables of the project, accepts all the services provided, and considers the terms of the SOW fulfilled. Client authorizes DSI to invoice any outstanding balance for services rendered. SAMPLE—DO NOT SIGN Client Signature: Client Name&Title: Date: Page 46 of 52 I!! IDSI.. *gar "^" DISYS Solutions Inc. • 5 Appendix C - Satisfaction Survey To ensure we are providing service excellence please take a moment to fill out the survey below and return it to the DSI Project Manager assigned to the project. Overall, I am very satisfied with the way DSI performed this project. n Strongly agree n Agree n Neutral Disagree n Strongly Disagree Overall, I am very satisfied with the scheduling of this project. ❑ Strongly agree n Agree n Neutral Disagree n Strongly Disagree Overall, I am very satisfied with the level of communication during this project. ❑Strongly agree ❑Agree ❑ Neutral Disagree ❑Strongly Disagree Overall, I am very satisfied with the Project Management on this project. n Strongly agree n Agree ( I Neutral Disagree n Strongly Disagree Overall, I am very satisfied with the Engineering effort on this project. n Strongly agree n Agree n Neutral Disagree n Strongly Disagree Overall, I am satisfied with the DSI account manager. n Strongly agree n Agree n Neutral Disagree n Strongly Disagree Compared to how you felt about DSI before this project,what is the likelihood of completing another project with DSI? ❑ Better, based on Performance n About the same n Worse, based on performance Based on your experience, how likely would you be to recommend DSI? n Definitely will n Probably will n Neutral n Probably will not n Definitely will not Page 47 of 52 . /1�®r..4 � , ... .... Ds ' I 'j �''�'• " DISYS Solutions Inc. Additional comments: Page 48 of 52 :::::: DSI DSI ,„2„ I""" � 11111111111° DISYS Solutions Inc. 6 Appendix D — Project Change Order Throughout the project it may be necessary to amend this scope of work or request approval for additional project related costs. Such requests will be submitted to Client via the following project change order. PROJECT CHANGE ORDER 1. Project Information 1. Project Name: 2. Account Manager: 3. Project Manager: 4. Client Sponsor: 5. Governing SOW:This change request shall serve as an extension of service SOW 'Statement of Work for Storage Assessment executed between DSI and Client on [DATE]. 2. Change Request 2.1. Change Description Details of changes requested 2.2. Change Description: 2.3. Change Justification: 2.4. Change Impact 2.4.1. Effective Date: 2.4.2. Estimated Duration: 2.4.3. Estimated Cost: 3. Acceptance Client ACCEPTANCE OF PROPOSED CHANGE: The Client project team has reviewed and accepts the proposed change to the project scope and modification of the terms of the governing SOW. Signature: SAMPLE-DO NOT SIGN Client Name&Title: Date: Page 49 of 52 , ::...: D S I .■ggi.. """` � r,'�I, DISYS Solutions Inc. 7 Appendix E — Clarifications 1) When we need to add phones at one of the hosted sites, what will that cost? There are two cost involves for hosted additional IP Phones: 1. IP Phone itself; One time cost CP-8851-K9= Cisco IP Phone 8851 Each $166.05 2. MRC for hosted phone service $27.10 per additional phone for next 45 IP Phones (our current pricing is for QTY 1-200 price band and we accounted 155 Phones so far in response). Next pricing bucket is for (200th to 300th @$23.00 per month). Phone Activation/Add should be covered with our SLA. 2) How many phones/voicemails can be accommodated by the on-premises systems? BOM has 4 x BE6000M Servers. BE6000M Solution can handle below number of devices/users in a cluster: - • Maximum number of users: 1000 • Number of devices supported: 1200 devices • Number of Voicemails: 1000 3) I can't tell from the documentation how/where the switches are going to be distributed. So, we may need to make one more change. Currently on the 4th floor of City Hall we have 48 port switch and a 24 port switch. Since this process has begun,the 24 port switch,data ports have filled up. Based on v.12 of our pricing sheet, the solution summary tab has included five 48-port switches and zero 24-port switches for the City Hall. We believe based on the current requirements that this should suffice and has enough bandwidth. 4) Managed Services Agreement states: "shall remain in force for a term of Five (5) years,"and "Additional fees may be incurred with early termination" The maximum term for Managed Services Agreement is 5 years (aligning with maintenance coverage, like Smart Net coverage, etc.) DSI understands that the City may choose to terminate earlier with a 90 days' notice at any time. DSI understands that the first year of managed services is to be included in the leasing agreement. DSI understands that the City will evaluate whether it wants to continue with our Managed Services after the initial one year period. Our pricing model for managed services spreads "startup costs" over a 1 year period. Additional fees may be incurred only if the City chooses to terminate the managed services contract prior to the end of the first year. 5) b) Monitoring Services Service Provider will provide ongoing monitoring and managed services of all devices as indicated in Appendix B. Service Provider shall at a provide reports Statement should read: "Service Provider will provide ongoing monitoring and managed services of all devices as indicated in Appendix B. Service Provider shall at a minimum provide reports..." Page 50 of 52 /\ is••es Ds ' II/�, DISYS Solutions Inc. Questions pertaining to Service Level Agreement: 6) Section 2.3 SERVICE HOURS, unclear about statement and check boxes 2.3 SERVICE HOURS In addition to regular maintenance, there are other time periods when a service may not be required. For instance, some non-critical services may only need to be up and running during office hours. Selecting service hours has implications for engineers and customer support personnel. Excluding maintenance,this service is available: ❑ Monday -Friday, 8:00am- 5:00pm,excluding holidays ❑ 24x7x365 ❑ Other: The Service Level Agreement is a generic document. Response times, coverage, etc. are addressed during the onboarding process based on the City's schedule. DSI will offer the City 24x7x365 monitoring services. 7) Section 2.4 MAINTENACE WINDOWS: No times are entered. There are a couple of areas in the document where there are placeholders and unselected check boxes. 2.4 MAINTENANCE WINDOWS All services require regularly scheduled maintenance windows in order to: 1. Keep system components up-to-date and secure by applying recommended patches and updates. 2. Keep applications and infrastructure current and up to vendor supported patch levels. DSI makes every effort to minimize the impact of maintenance on the availability of the service.However, you should know that the service may be unavailable during a portion or the entire maintenance window. The standard maintenance window occurs once per month and begins at<time>pm on<day>and extends until <time> on <day>. Not every service undergoes maintenance every month. Specific service outage timeframes are listed on the Change Management calendar. Mission critical services may be designed to remain operational during maintenance periods although this arrangement typically incurs additional cost.DSI can provide quotes for this premium service as requested. At times, a mission critical service or infrastructure component may require an exception to the standard maintenance schedule.The maintenance agreement for this service is: ❑ Standard DSI monthly maintenance window ❑ Quarterly maintenance ❑ Other: Page 51 of 52 /\� ®:X, ::...' Ds ' VI! "w" DISYS Solutions Inc. The Service Level Agreement is a generic document. Response times, coverage, etc. are addressed during the onboarding process based on the City's schedule. 8) Service Matrix: Can you clean it up. I'm not sure what the lines in the descriptions are about. All lines are meant to be filled in during onboarding in coordination with the City. For example: Critical trouble calls are those are reported by (Authorized City Personnel) as severely affecting the operations of the (City Hall) such as: 1. The VoIP Telephony system down. 2. Total system failure. 3. Other problem at the discretion of (Authorized City Personnel) 9) Question about VMWare Licenses: Will the VMWare licenses be registered under the City of Port Arthur? YES. 10)On-Site Technician: I don't recall receiving anything defining the responsibilities,duties,or hours for that person. The on-site technician is a transitional position required to support the newly installed data and voice network. The technician will be onsite during the City's business hours and as dispatched by the DSI NOC (24x7). His/her role also includes training that may be required for any technician hired permanently by the City. 11)I need documentation that states the credentials that person will have. Will the same person be assigned thru the entire contract period? If it is determined that the assigned person doesn't meet the needs of the City, do we have the right to have that person replaced with someone who does? And if so, what will be the process? The on-site person will be assigned through the initial 6-month period. DSI will vet the person with the City to ensure that the candidate has the required qualifications and experience for the position. If the City determines that the person is not qualified, DSI will work with the City to provide a replacement candidate. This person will have minimal administrative privileges to perform day to day support. The on-site person will have the following qualifications: Network Infrastructure Specialist Criminal Background Check completed Experience and Training: Bachelor's Degree in Information Technology or a related field and three years of progressively responsible, professional Information Technology experience. CCNA or equivalent experience. 3+years of Network Administration Strong oral and written communication skills Page 52 of 52 HARDWARE AND SERVICES AGREEMENT NUMBER: T17-039 INTEGRATED VOIP SYSTEM AND SERVICES This Hardware and Services Agreement ("Agreement") is made and entered into as of , 2017 (the "Effective Date") by and between the City of Port Arthur, Port Arthur, TX 77641 ("City") and DISYS Solutions, Inc.("DSI")with an office at 44670 Cape Court, Suite 100,Ashburn, VA 20147. WHEREAS, the City of Port Arthur seeks to have a Hybrid Voice over Internet Protocol (VoIP) System ("VoIP System")delivered including equipment,engineering and installation support services for the City as detailed in the City of Port Arthur Scope of Work in Proposal #T17-039 Integrated VoIP System and Services. WHEREAS, DSI desires to provide such Equipment and Services as described in this Agreement for the purpose of assisting the City of Port Arthur in achieving these objectives. NOW,THEREFORE, for goods and valuable consideration,the receipt and adequacy of which the parties hereby acknowledge,and intending to be legally bound hereby,the parties hereto agree as follows: 1. SCOPE OF THE AGREEMENT AND DEFINITIONS. 1.1. Subject to the provisions of this Agreement, DSI agrees to deliver, install, and provide support with respect to the Integrated VoIP System and Services (as defined below) for the City of Port Arthur in accordance with the requirements set forth in the response to the Proposal #T17-039 attached hereto as Exhibit 1 and subsequent clarifications attached hereto as Exhibit 2. To the extent that the Agreement and Exhibit 1&2 conflict with the RFP or the Response,the Agreement and Exhibit 1&2 shall control. To the extent that the Agreement and Exhibit 1&2 conflict with each other,the Agreement shall control. 1.2. "Deliverable" refers, individually and collectively, to the completed Integrated VoIP System and Services and any other distinctly identified Hardware, programs, Documentation (as defined below) and any other item (tangible or intangible), which is part of or necessary for the proper functioning and use of the completed VoIP System to be provided to the City of Port Arthur by DSI as per Exhibit 1. 1.3. "Documentation" means and refers to all specifications, instructions, guides, annotations, flow charts and other material that accurately and completely describes and provides operating and use instructions for the VoIP System(whether written, viewable or printable from a digital format or file), in its current form and as same may be updated and modified in the future, including, but not limited to, technical and functional specifications and any other components of the Deliverables and the VoIP System as a whole, all user, operator and supervisory reference manuals and guides, quick reference sheets, reports, operational, performance and technical information and all other information and instructions sufficient to enable the City of Port Arthur and its designees to use, operate, support and maintain the VoIP System and to fully understand its use,maintenance and operations. 1.4. "Hardware" means and refers to any and all equipment, resources and devices, required for the VoIP System to properly operate and function as described and contemplated hereunder, including, but not limited to,the equipment set forth in Exhibit 1&2 and any and all additions or replacements thereto. 1.5. "Installation Sites"shall mean the City/sites listed in Exhibit 1&2. 1.6. " VoIP System" means and refers to the comprehensive, customized, integrated business and operational network, comprised of all Hardware, Deliverables, Documentation, and other items (tangible and intangible) created or produced for the City of Port Arthur or for use as part of the VoIP System to satisfy the objectives set forth in Exhibit 1&2, and such subsequent and additional specifications and descriptions as are produced in accordance with the terms of this Agreement,required in order to operate, use and/or interconnect and interface to the VoIP System, or otherwise mutually agreed in writing from time to time. 1.7. "Services" means, individually and collectively, the delivery, installation, implementation, training, repair, maintenance and other support services provided by DSI in connection with this Agreement. 2. TERM,TERMINATION,AND DEFAULT. 2.1. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of five years until ( ), unless terminated earlier pursuant to the terms of this Agreement.The Initial Term and, if applicable, any Extension Term shall be referred as the"Term". 2.2. Termination. The City of Port Arthur may terminate the Agreement immediately if DSI discontinues or abandons operations, is adjudged bankrupt; is reorganized under any bankruptcy laws; fails to keep in force any required insurance policies or bonds; or materially breaches any of its obligations hereunder.Each party shall further have the right to terminate this Agreement,effective at any time,for any reason or no reason whatsoever,upon thirty(30)days' prior notice to the other party. 2.3. If the City of Port Arthur terminates the Agreement, DSI will be paid by the City of Port Arthur for all scheduled work completed by DSI. In the event of termination of this Agreement,DSI will be paid by the City of Port Arthur for the full cost of the hardware procured by DSI for the City of Port Arthur. 3. DELIVERY,INSTALLATION AND ACCEPTANCE TESTING. 3.1. DSI agrees to deliver and install each Deliverable at the Installation Sites on or before dates set forth in Exhibit 1 subject he to the City of Port Arthur meeting the anticipated project timelines set forth therein Exhibit 1. DSI will be responsible for all risks of physical loss or damage to Hardware until the Hardware is delivered to the City of Port Arthur premises. DSI will be entitled to invoice City of Port Arthur upon delivery of hardware at the City of Port Arthur premises 3.2. The City of Port Arthur accepts the responsibility to provide essential services like power, rack space, timely access to facilities, configuration of existing switches, Routers, Connectivity between the City departments, asset tags and other information in a timely manner. Any delay in these aspects will cause delay in the deliverables for which DSI will not be held responsible. 3.3. The time schedules stated in Exhibit 1 are based on the best effort, good faith and on the assumption that DSI and the City of Port Arthur will collectively take remedial measures to minimize any schedule slippage. DSI will not be held responsible for delays or failures to perform hereunder due to causes beyond its reasonable control (including, without limitation, acts of God, fire, flood, war, explosion, sabotage, terrorism, embargo, civil commotion, acts or omissions of any government entity, supplier delays,communications or power failure,equipment or software malfunction,or labor disputes). 3.4. Within seventy-two (72) hours of completion of the installation of the VoIP System at each Installation Site, the City of Port Arthur will conduct an "Acceptance Test" for the VoIP System for the purpose of demonstrating that such VoIP System conforms to the requirements specified in Exhibit 1&2 and performs in accordance with the Documentation, the City of Port Arthur and Installation Site's applicable specifications, operating characteristics, and test criteria. The City of Port Arthur will conduct the Acceptance Test with such assistance and support as is reasonably necessary from DSI personnel. The City of Port Arthur shall furnish DSI with either: (i) written approval of the VoIP System for that Installation Site; or (ii) a statement describing with reasonable specificity in what respects the VoIP Systems fail to conform to the requirements specified hereunder. If the City of Port Arthur does not approve the VoIP System for that Installation Site, DSI will use all commercially reasonable best efforts to correct any aspects of the VoIP System forming the basis of the City of Port Arthur's disapproval. DSI will then re-submit the corrected VoIP Systems to the City of Port Arthur and the foregoing process will continue until the VoIP System meets the applicable test. Once all of the Installations Sites as stated in Exhibit 1 have passed the Acceptance Test,the City of Port Arthur will issue a consolidated Certificate of Acceptance(CofA) or Completion to DSI. The City of Port Arthur acknowledges that a VoIP System of -2- this complexity may need minor adjustments during initial operations. The final Certificate of Acceptance will.not be withheld if the City's systems start operating with the equipment supplied by DSI. Minor malfunctions/adjustments will be corrected by DSI as a customer service issue. At this stage DSI will be entitled to invoice the City of Port Arthur for the services rendered. 4. DOCUMENTATION AND TRAINING. 4.1. DSI agrees, at no additional charge, to deliver to the City of Port Arthur within ten (10) days of the actual completion Date of the VoIP System,a complete set of Documentation. 5. OWNERSHIP. The City of Port Arthur shall have all rights, title, and interest in or to all specified or unspecified interim and final Deliverables, work plans, project reports and/or presentations, data, documentation, computer programs and/or applications, and Documentation developed or generated during the completion of the Services, including, without limitation, unlimited rights to use, duplicate, modify, adapt, create derivative works, display or disclose any part thereof, in any manner and for any purpose,and the right to permit or prohibit any other person, including DSI, from doing so. 6. COMPENSATION. 6.1. The City of Port Arthur will make payment for the Services and Deliverables in accordance with the Payment Schedule, included in Exhibit 1. 6.2. DSI agrees to pay all county, city, state, and federal taxes required by law and resulting from the work or traceable thereto, under whatever name levied. Said taxes shall not be in addition to the Agreement price between the City of Port Arthur and DSI, as the taxes shall be an obligation of DSI and not of the City of Port Arthur, and the City of Port Arthur shall be held harmless for the same by DSI. The City of Port Arthur is exempt from the payment of federal excise taxes and the payment of State Sales and Use Tax on all tangible,personal property for its use or consumption. 7. REPRESENTATIONS AND WARRANTIES. 7.1. DSI represents and warrants to the City of Port Arthur that: 7.1.1. It has the right and authority to enter into this Agreement and furnish the VoIP System, Documentation, Deliverables, and other materials and information and perform Services hereunder and that its obligations are not in conflict with any other DSI obligations; 7.1.2. It has obtained all necessary consents or licenses to use and provide to the City of Port Arthur the VoIP System, Documentation, Deliverables, and other materials and information as part of the Services furnished by DSI and/or the City of Port Arthur's use of same as under this Agreement; 7.1.3. The VoIP System Documentation, Deliverables, and other materials and information and the Services furnished by DSI and/or the City of Port Arthur's use of same as permitted under this Agreement, do not violate or infringe upon or misappropriate the rights of any other party, including any copyright,patent,trademark,trade secret,publicity rights,or right of privacy; 7.1.4. DSI's employees have the proper skill,training and background necessary to accomplish their assigned tasks and Services will be performed in a competent and professional manner, by qualified personnel; 7.1.5. DSI's employees shall observe and exercise all necessary caution and discretion so as to avoid injury to person or damage to property of any kinds; 7.1.6. The Deliverables and other materials and information and the Services furnished by DSI will be in compliance with all applicable laws, rules, regulations and determinations of government agencies, judicial orders and regulatory or administrative rules or orders having jurisdiction over the subject matter; -3- 7.1.7. On the acceptance of the VoIP System, it will perform and conform to the Documentation,specifications,and other descriptions and warranties set forth herein; 7.1.8. The Documentation, information, and other materials regarding the VoIP System provided by DSI will faithfully and accurately reflect the VoIP System provided to and maintained and supported by DSI hereunder;and 7.1.9. DSI shall cooperate with the City of Port Arthur officials in performing the Services so that interference with normal operations will be held to a minimum. 7.2. DSI represents and warrants to that,to the best of DSI's knowledge: 7.2.1. There are no protections, encryption, security or lock-out devices, whether triggered by the passage of time,the use or operation of the VoIP System, remotely or otherwise which might in any way interrupt, discontinue or otherwise adversely affect the VoIP System or the use thereof;and 7.2.2. There are no computer viruses, worms, trap or back doors, Trojan horses or any other instructions, codes, programs, malicious or unauthorized programs or tangible or intangible media, data, software or other materials which could improperly, wrongfully and/or without the authorization of DSI,interfere with the operation or use of the VoIP System. 7.3. Except as specifically set forth in this Agreement, there are no express or implied warranties, including the implied warranties of merchantability or fitness for a particular purpose not specified herein, respecting this Agreement and the VoIP System provided hereunder. 8. ENVIRONMENTAL MANAGEMENT 8.1. DSI shall comply with all applicable federal, state, and local environmental regulations. DSI shall be properly trained and have any necessary certifications to carry out environmental responsibilities. DSI shall immediately communicate any environmental concerns or incidents to the appropriate the City of Port Arthur staff. 9. SAFETY 9.1. DSI shall comply with and ensure that DSI's personnel comply with all current applicable local, state and federal policies, regulations and standards relating to safety and health, including way of illustration and not limitation,the standards of the Occupational Safety and Health Administration for the industry. The provisions of all rules and regulations governing safety as issued by the Department of Labor shall apply to all work under the Agreement. DSI shall provide or cause to be provided all technical expertise, qualified personnel, equipment, tools and material to safely accomplish the work specified and performed by DSI. 9.2. In the event the City of Port Arthur determines any operations of DSI to be hazardous, DSI shall immediately discontinue such operations upon receipt of either written or oral notice by the City of Port Arthur to discontinue such practice. -4- 10. COMPLIANCE WITH STATE LAW IN DEALING WITH CORPORATIONS 10.1. DSI covenants and agrees that it is either a corporation or other business entity and is authorized to transact business in the State of Texas as a business entity. 10.2. DSI covenants and agrees that it shall not allow its existence to lapse or its certificate of authority or registration to transact business in the State of Texas to be revoked or cancelled at any time during the term of the Agreement. 11. LIMITATION OF LIABILITY AND INDEMNIFICATION. 11.1. Except for indemnification obligations, damages resulting from any breach of confidentiality, personal injury,property damage,fraud,willful or intentional misconduct or gross negligence, in no event will either party be liable for any special, indirect, incidental, punitive, exemplary or consequential damages in connection with or arising out of this Agreement, regardless of the form of action or basis of the claim and whether or not a party has been advised of the possibility of such damages and even if any right or remedy does or is alleged to fail of its essential purpose. 11.2. DSI agrees to indemnify, defend and hold harmless the City of Port Arthur and the City of Port Arthur's officers, agents, and employees from any claims, damages, suits, actions, liabilities and costs of any kind or nature, including attorneys' fees, arising from or caused by the provision of any Services or Deliverables, the failure to provide any Services or Deliverables, or the use of any Services or Deliverables furnished (or made available) by DSI, provided that such liability is not attributable to the City of Port Arthur's sole negligence. The City of Port Arthur reserves the right to employ separate counsel and participate in the defense of the claims,suits,actions and proceedings at its own expense. 12. INSURANCE. DSI will maintain in full force and effect at all times insurance to protect itself from claims under the Workers' Compensation Act and from any other claim for damages for personal injury, including death, and for damages to property which may arise from the provision of Deliverables or Services under the Agreement, whether such Deliverables or Services are provided by DSI or by any subcontractor or anyone directly employed by either or them. 13. RECORD RETENTION. DSI shall retain, during the performance of this Agreement and for a period of three (3)years from the completion of its performance, all records pertaining to DSI's proposal and this Agreement. Such records shall include but not be limited to all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices, including DSI's copies of periodic statements; journals; Agreement amendments and change orders; insurance documents; payroll documents;timesheets;memoranda; and correspondence. 14. NOTICES. All formal notices and contractual communications required or permitted under this Agreement shall be in writing and delivered personally, mailed by certified, first class mail, return receipt required and full postage prepaid, or sent using a nationally recognized overnight courier with ability to track receipt, to the following addresses. Notices shall be deemed given on the date delivered or when receipt, in the manner specified, is recorded. Each party may change or supplement the addresses for notice hereunder,by written notice. 15. AUDIT. The City of Port Arthur will have a right at its own cost and expense to conduct in- progress and post-audits of DSI's records, during normal business hours, for the purposes of verifying compliance with the provisions of this Agreement. Any such audit will be performed in such a manner as to not interfere with the normal business and operations of DSI, to the extent reasonably possible. DSI agrees to promptly take all commercially reasonable and viable steps to rectify and correct any and all deficiencies which may be disclosed or identified as a result of any such inspection and audit and agrees to make its personnel available to meet with the City of Port Arthur's professionals to discuss any such deficiencies. -5- 16. GENERAL. 16.1. Survival. Any provisions, terms and conditions of this Agreement which, in order to give effect to their meaning, contain obligations or terms which must survive the termination, expiration or cancellation of this Agreement,will survive and continue in full force and effect thereafter. 16.2. Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. 16.3 Amendment; Waiver. No modification, course of conduct, amendment, supplement to or waiver of this Agreement shall be binding unless made in writing and duly signed by both parties. No failure or delay in enforcing any provision, exercising any option, or requiring performance of any provision, shall be construed to be a waiver of that or any other provision, now or in the future. If any provision is held invalid, illegal or unenforceable, it shall be deemed stricken and the remaining provisions shall be unimpaired and continue in full force and effect. Headings are for reference only and shall not affect the meaning. 16.4 Severability. If any provision of this Agreement is held illegal, invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired and remain in full force and effect and the illegal, invalid or unenforceable provision shall be amended to achieve as closely as possible the intention of the parties. 16.5 Assignment. DSI may not resell, assign, subcontract or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without the City of Port Arthur's prior written approval will be null and void, ab initio. All terms and conditions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors,and assigns. 16.6 Excusable Delays. Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its control and without its fault or negligence. 16.7 Governing Law. This Agreement is made,entered into, and shall be performed in the City of Port Arthur,TX, and shall be construed and enforced under the laws of the State of Texas without regard to its conflict of law principles.. EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. 16.8 Dispute Resolution. In the event of any claim, controversy, disagreement, or dispute("Dispute") arising out of or relating to this Agreement or the relationship between the parties, the parties shall use their best efforts to resolve the Dispute through negotiation. If, after a reasonable period of negotiation (not to exceed five (5) business days) the parties are unable or unwilling to resolve the Dispute through negotiation, the parties shall resolve the Dispute by non-binding mediation conducted by a mediator acceptable to both parties,with the site of the mediation being the State of Texas. 16.9 Entire Agreement. The Exhibits and other documents specifically referenced in this Agreement are hereby incorporated by reference and form a part of this Agreement as if fully set forth herein. This Agreement constitutes the entire agreement between the parties and supersedes all previous and inconsistent agreements, promises, proposals,representations, understandings and negotiations, written or oral, between the parties respecting the subject matter. -6- NOW THEREFORE, the parties hereunder do mutually and voluntarily cause this Agreement to be executed on the Effective Date. City of Port Arthur DISYS Solutions,Inc. By: By: Name: Name: Title: Title: Date: Date: -7- Exhibit 1 Project Scope and Responsibilities of the Parties Exhibit 2 Standard SOW Terms -8- Exhibit "C" '11111111 Master Lease Agreement CISCO. PHONE: (866) CISCO-80 • (866) 247-2680 Capital FAX: (877) CISCO-90 • (877) 247-2690 Send Email Invoicing to: Full Legal Name Phone Number CITY OF PORT ARTHUR Carrying on Business as(If Any) Fax Number Billing Address C;; fate Zip Send Invoice to Attention of: 444 4TH ST PORT ARTHUR TX 77640 TERMS AND CONDITIONS MANUFACTURE,DISTRIBUTE OR LICENSE THE EQUIPMENT OR SOFTWARE,NOR(ii)SELECT NOR PROVIDE OR This Master Lease Agreement("Agreement)is dated as of 12/12/2017 is by AGREE TO PROVIDE THE SUPPORT SERVICES THEREUNDER AND LESSEE HAS MAE THE SELECTION OF SUCH and between Cisco Systems Capital Corporation,the"Lessor".a Nevada corporation with offices located at 1111 Old EQUIPMENT,SOFTWARE AND SUPPORT SERVICES BASED UPON ITS OWN JUDGMENT AND EXPRESSLY DIS- Eagle School Road,Wayne,Pennsylvania,19087-1453,its successors and assigns("Lessor")and the above refer- CLAIMS ANY RELIANCE ON STATEMENTS MADE BY LESSOR,ANY ASSIGNEE OR THEIR AGENTS.If a System is enced lessee("Lessee").The parties to this Agreement for good and valuable consideration and intending to be legal- not properly installed,does not operate as represented or warranted by the Suppler and/or Manufacturer,or is unsat- ly bound hereby agree as follows: isfactory for any reason,Lessee shall make any claim on account thereof solely against the applicable Supplier(s) 1. LEASE OF SYSTEM:This Agreement establishes the general terms and conditions under which Lessor and/or Manufacturers)and shall,nevertheless,pay Lessor all Lease payments under the applicable Lease and shall may,from time to time,lease Systems(as hereinafter defined)to Lessee.The terms of this Agreement shall be not set up against Lessee's obligations any such claims as a defense,counterclaim,set-off or otherwise.So long as deemed to fona part of each Master Lease Schedule("Lease")executed bthe parties that references this Lesseeisnot in breach or default of this Agreement or any Lease hereunder,Lessor hereby assigns to Lessee,sole- Agreement"Software","Equipment"and"Support"shall,respectively,mean allsoftware products("Software"), y for the purpose of making and prosecuting any such claim,any rights which Lessor may have against the appli- equipment("Equipment")and,collectively,the rightito receive consulting,maintenance and other related services cable Supplier(s)and/or Manufacturer(s)gfor breach of warranty or other representation respecting any item or set out in any Lease and shall be collectively referred to as a"System,the cost of which for purposes of this aspect of the System.All proceeds of any warranty recovery byLessee from the applicable Supplier(s)and/or Agreement and each Lease shall include any Equipment,Software and Support costs,Software license fees and Manufacturer(s)of any item of a System shall first be used to repair or replace the affected item. taxes that Lessor agrees to pay as stated in any Lease and upon which the applicable Lease Payments are comput- LESSEE ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY SALESPERSON EMPLOYEE,REPRE- ed by Lessor.Lessee hereby requests Lessor,as applicable,to purchase or otherwise pay for each System from the SENTATIVE OR AGENT OFTHE SUPPLIER AND/OR MANUFACTURER IS AN AGENT OR REPRESENTATIVE OF LES- applicable supplier(s)(referred to,individually,as"Supplier and/or Manufacturer",as applicable)and to lease each SOR,AND THAT NONE OF THE ABOVE IS AUTHORIZED TO WAIVE OR ALTER ANY TERM,PROVISION OR CON- such System to Lessee on the terms and conditions contained herein and in each applicable Lease.Each Lease shag DITION OF THIS AGREEMENT OR ANY LEASE,OR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT constitute a separate lease agreement incorporating all the terms hereof.In the event of a conflict between the pro- TO THIS AGREEMENT,ANY LEASE OR ANY SYSTEM.Lessee further acknowledges and agrees that Lessee,in exe- visions of any Lease and the provisions hereof,the provisions of the Lease shall prevail outing this Agreement and each Lease hereunder,has relied solely upon the terms,provisions and conditions con- The amount of the periodic Lease payments("Lease Payments')for each Lease are based upon the total tined herein and therein,and any other statements,warranties,or representations,it any,by the applicable Supplier estimated System cost stated on the applicable Lease,and will be adjusted proportionately upward or downward and/or applicable Manufacturer,or any salesperson,employee,representative or agent of the such Supplier and/or if the total actual System cost is greater or less than the estimate so that Lessor maintains its economic return. Manufacturer,has not been relied upon,and shall not in any way affect Lessees obligation to make the Lease Lessee authorizes Lessor to adjust the Lease Payments by up to fifteen percent(15%)in that event.The Lease Payments and otherwise perform as set forth in this Agreement and each Lease. Payments are based on like term SWAP interest rates as published in the ICE Report Center daily update refer- REGARDLESS OF CAUSE,LESSEE WILL NOT ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR FOR encing USD Rates 1100(httpslMww.theice.conVmarketdata/reports/180).Unless Lessor has provided Lessee LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGES,NOR with a written commitment to the contrary,Lessee hereby authorizes Lessor to adjust the Lease Payments,on SHALL LESSOR BE RESPONSIBLE FOR ANY DAMAGES OR COSTS WHICH MAY BE ASSESSED AGAINST LES- or before the date on which Lessor accepts the Lease,in accordance with any change in the like term SWAP rate, SEE IN ANY ACTION FOR INFRINGEMENT OF ANY UNITED STATES LETTERS PATENT OR COPYRIGHT.LESSOR to preserve Lessor's implicit finance rate as of the date the Lease Payment was quoted. MAKES NO WARRANTY AS TO THE TREATMENT OF THIS AGREEMENT OR ANY LEASE HEREUNDER FOR TAX 2. TERM AND RENT:This Agreement shall become effective upon acceptance and execution by Lessor at its OR ACCOUNTING PURPOSES. corporate offices,as specified above,and shall remain in effect at least until the expiration of the last Lease term NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY,LESSEE DOES NOT WAIVE remaining,except as otherwise provided herein.Each Lease shall become effective upon acceptance and execution ANY RIGHTS OR REMEDIES IT MAY HAVE AGAINSTANY SUPPLIER AND/OR MANUFACTURER OF ANY SYSTEM. by Lessor and shall be in effect for the term provided therein.The term of each Lease shall begin on the 5. OWNERSHIP,PERSONAL PROPERTY AND LOCATION:Except for Leases with a$1.00 purchase option Commencement Date,as defined in the Lease,with the Base Lease Term as settorth therein and shall thereafter con- or in which Lessee is required to purchase a System at the end of the applicable Lease Term,each System is,and tinue until all obligations of Lessee under the Lease shall have been fully performed("Lease Term").Base Term Rent shall at all times be and remain the sole and exclusive property of Lessor and Lessee,notwithstanding any trade-in shall be due and payable as set forth in the applicable Lease.All Lease payments made by or on behalf of Lessee or down payment made by Lessee or on its behalf with respect to such System ,shall have no right,title or interest shall be non-refundable.LESSEE'S OBLIGATION TO PAY ALL LEASE PAYMENTS SHALL BE ABSOLUTE AND therein or thereto,except as to the use thereof subject to the terms and conditions of this Agreement and the relat- UNCONDITIONAL AND IS NOT SUBJECT TO ANY ABATEMENT,SET-OFF,DEFENSE OR COUNTER-CLAIM FOR ed Lease.To the extent that the license for the Software("License")allows title to Software to pass to Lessee,such ANY REASON WHATSOEVER.All Lease pyments shall be made to Lessor at Its address specified aboveor such title shall vest and remain in Lessor.To the extent such vesting requires a specific written conveyance,Lessee here- other place as Lessor,in writing,directs)without notice or demand therefor.If the term of a Lease is extended,"Lease by conveys to Lessor any title it has or may hereafter acquire in the Software and relinquishes any subsequent claim Terni shag be deemed to include all such extensions.All provisions of this Agreement shall apply during any extend- of title in the Software,including any rights to purchase the Software and to retain rights to use the same beyond ed term except as may be otherwise specifically provided in this Agreement,in a Lease,or in any subsequent wit- the Lease Term.If any provision of this paragraph requires for its effectiveness Licensors prior written consent ten agreement of the parties. because the License limits transfers,encumbrance or assignment of the Software,then Lessee shall assist Lessor, 3. DELIVERY AND ACCEPTANCE:Delivery and installation arrangements and costs,unless included in the if so requested in obtaining such consent cost of a System to Lessor and upon which the Lease Payments were computed,are the sole responsibility of Lessee will not directly or indirectly create,incur,assume or suffer to exist any lien,claim or encumbrance(col- Lessee.Lessee agrees to accept each System when delivered,installed,operating to the applicable System lectively,"Liens")on or with respect to any System or,as applicable,Lessor's title,ownership or rights thereto, Manufacturer's and Supplier's specifications,or otherwise commercially acceptable,and to execute the Delivery and except such Liens as may arise through the independent acts or omissions of Lessor.Lessee,at its own expense, Acceptance Certificate supplied by Lessor as evidence thereof.Lessee agrees that Lessor is not responsible for the will promptly pay,satisfy or otherwise take such actions as may be necessary to keep each System tree and clear of delivery or performance of any System and agrees to hold Lessor harmless from damages,if for any reason,a any and all such Liens.Each System is,and at all times shall remain.personal property notwithstanding that the System Supplier or Manufacturer fails to deliver,or delays delivery of,the System or if the System or any portion System or any item thereof may now be,or hereafter become,in any manner affixed or attached to,or imbedded in, thereof(including Support)is unsatisfactory for any reason whatsoever.Lessee agrees that any System delivery or permanentlyresting upon real properly or any improvement thereof or attached in any manner to what is per- delay shall not affect the validity of this Agreement,any Lease or the obligation to make Lease payments thereunder. manent.If requested by Lessor prior to or at any time during the Lease Term,Lessee will obtain and deliver to Lessor Lessee's execution of the Delivery and Acceptance Certificate shall conclusively establish that the System covered waivers of interest or Liens in recordable form,satisfactory to Lessor,from all persons or entities claiming any inter- thereby is acceptable to Lessee for all purposes of the applicable Lease. est in the real property on which a System,or an item thereof,is installed or located. Lessee agrees toprovide a suitable installation,operating or performing environment for each System as spec- Each System shall be kept at the address designated in each applicable Lease and shall not be removed there- ified in the applicable System manufacturer's or supplier's manual or performance agreement,if any,and except as from without the prior written consent of Lessor,which consent shall not be unreasonably withheld.Lessor may otherwise specified by the System manufacturer,to furnish,as applicable,all labor required for unpacking and plao- require plates or markings to be gibed to or placed on the System� indicating Lessor's ownership of the System. ing each item of a System in the desired location.Without limiting the generality of the foregoing,the foundation or 8. USE AND MAINTENANCE:Lessee shall use each System solely in the conduct of its business and in a floor on which the Equipment is to be installed shall be in accordance with applicable building code or other speck careful and proper manner consistent with the requirements of all applicable insurance policies;shall only permit fhcations,and the electrical or other power necessary to operate the System shall be in accordance with building code qualified personnel to operate such System and shall not discontinue the use of such System during the Lease Term. or other applicable specifications,including the local electrical code. Lessee will not modify any System in any way without the prior written consent of Lessor,which consent shall not If Lessee has entered into any purchase,licensing,maintenance or other service agreements with the System be unreasonably withheld.Lessee shall not attach or incorporate any System,or portion thereof,to or in any other supplier,including System Supplier and the System Manufacturer("Supplier Agreement")covering a System or any item of equipment or software in such a manner that such System becomes or may be deemed to have become an portion thereof,Lessee herebytransfers and assigns to Lessor all of Lessees rights,but none of its obligations accession to era part of such other item of equipment or software. (except for Lessee's obligation to pay for the applicable System upon Lessor's acceptance of the Lease)in and to the At its own expense,Lessee will cause each System to be kept used and maintained as recommended by the Supplier Agreement,including without limitation the right to take title to,or ownership of,the System. applicable Manufacturer and Suppler and the applicable Manufacturer's and Supplier's operational,performance or If Lessee cancels or terminates a Lease prior to delivery of a System or if Lessee fails or refuses to sign the maintenance manuals and specifications by competent and duly qualified personnel only approved by the applica- Delivery and Acceptance Certificate within a reasonable time,not to exceed five(5)business days,after the System tile Manufacturer and Supplier,in accordance with applicable governmental regulations,if any,and for business par- has been delivered,installed and is operating to the applicable Manufacturer's or Suppliers specifications,as rea- poses only and,as applicable,in the same operating condition and state as when delivered r provided to Lessee, sonably determined by Lessor,Lessor shall have the option of treating the Lease as cancelled by Lessee and Lessee ordinary wear and tear resulting from proper use alone excepted,and will provide or cause to be provided all aryl- shall,as of the date of Lessor's determination,automatically assume all of Lessors rights and obligations as pur- cable maintenance and service and make all repairs or replacements reasonably necessary for such purpose.Lessee chaser of the System,whether under an Supplier Agreement or otherwise. shall record in a logbook all maintenance and repair performed on such System and deliver a certified true copy of 4. SELECTION OF SYSTEM AND DISCLAIMER OF WARRANTY:Lessee has selected both the System and the logbook to Lessor from time to time as requested by Lessor and upon termination of the applicable Lease. the Suppfier( and/or Manufacturer(s)from whom Lessor covenants to purchase the System at Lessees request If any parts or accessories forming part of a System become worn out,lost destroyed,damaged beyond repair LESSEE ACKNOWLEDGES THAT LESSOR HAS NO EXPERTISE OR SPECIAL FAMILIARITY ABOUT OR WITH or otherwise permanently rendered unfit for use,Lessee,at its own expense,shall within a reasonable time cause RESPECT TO ANY SYSTEM.LESSEE AGREES THAT LESSOR IS NOT RESPONSIBLE,AS APPLICABLE,FOR THE such parts or accessories to be replaced by replacement parts or accessories which are free and clear of all Liens or PERFORMANCE,MAINTENANCE OR SERVICING OF ANY SYSTEM AND LEASES THE SYSTEM"AS-IS".LESSOR rights of others and have a utility at least equal to the parts or accessories replaced.All equipment software acces- AND ASSIGNEE(DEFINED BELOW),IF ANY,MAKE NO WARRANTIES EXPRESS,OR IMPLIED OR STATUTORY, sories,upgrades,parts and replacements for or which are added to or become attached to each System,which are CONCERNING THE EQUIPMENT,SOTWARE OR SUPPORT,INCLUDING,WITHOUT LIMITATION,ANY WARRAN- essential to the operation of the System or which cannot be detached from the System without materially interfer- TY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY OR OF THE DESIGN OR CONDITION ing with the operation of the System or adversely affecting the value and utility which the System would have had OF THE EQUIPMENT OR SOFTWARE,ITS DURABILITY.OR NON-INFRINGEMENT,THE QUALITY OF THE SUPPORT without the addition thereof,shall immediately become the property of Lessor,and shall be deemed incorporated in SERVICES THE MATERIAL OR WORKMANSHIP OF THE EQUIPMENT OR SOFTWARE,OR THE CONFORMITY OF the System and subject to the terms of this Agreement and the related Lease as if originally leased hereunder.Lessee THE EQUIPMENT,SOFTWARE OR SERVICES TO THE PROVISIONS OR SPECIFICATIONS OF ANY PURCHASE shall not make airy material alterations to any System without the prior written consent of Lessor,which consent ORDER OR SUPPLIER AGREEMENT RELATING THERETO,AND LESSOR HEREBY SPECIFICALLY DISCLAIM ANY shall not be unreasonably withheld. AND ALL SUCH REPRESENTATIONS AND WARRANTIES.LESSEE HEREBY WAIVES ANY CLAIMINCLUDING ANY Upon reasonable advance notice,Lessor shall have the right to inspect any System,log book and all other main- CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT)THAT IT MAY HAVE AGAINST LESSOR OR tenance and service records with respect thereto,if any,at any reasonable time during normal business hours. ASSIGNEE,IF ANY,FOR ANY LOSS,DAMAGE(INCLUDING.WITHOUT LIMITATION,LOSS OF PROFITS,LOSS OF In the event the Lease Payments include the cost of maintenance and/or other Support service being provided DATA OR SPECIAL,PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGE)OR EXPENSE CAUSED BY THE by an applicable Supplier and/or Manufacturer,Lessee acknowledges that Lessor is not responsible for providing EQUIPMENT,SOFTWARE OR ANY SUPPORT COVERED BY ANY SUPPLIER AGREEMENT OR OTHERWISE,EVEN any required maintenance and/or other Support service for any System.Lessee shall make all claims for mainte- IF PAYEE OR ASSIGNEE HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGE,LOSS,EXPENSE OR COST. nance and/or other Support Service solely to the applicable Supplier and/or Manufacturer and Lessee's obligation to LESSOR DISCLAIMS ANY LIABILITY FOR LOSS DAMAGE OR INJURY TO LESSEE OR THIRD PARTIES AS A make all required Lease Payments shallremain unconditional. RESULT OF ANY DEFECTS,LATENT OR OTHERWISE,IN ANY SYSTEM WHETHER ARISING FROM THE APPLICA- 7.ASSIGNMENT:LESSEE MAY NOT ASSIGN THIS AGREEMENT.ANY LEASE OR THE RIGHTS HEREUNDER. TION OF THE LAWS OF STRICT LIABILITY OR OTHERWISE.Should Lessor or any Assignee be responsible for any NOR SHALL LESSEE SUBLEASE,SUBLICENSE OR LEND THE SYSTEM,OR ANY PORTION THEREOF,OR SUBMIT direct damages,then the total of all such damages wherever occurring shall not exceed the payments actually paid IT,OR ANY PORTION THEREOF,TO BE USED BY ANYONE OTHER THAN LESSEES EMPLOYEES WITHOUT THE by Lessee under the applicable Lease relatin to the particular System;it being agreed that Lessee's sole remedy PRIOR WRITTEN CONSENT OF LESSOR,WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.Lessor shall be against the applicable Menu facture r(ssJand Suppliers andshall not be against Lessor or any Assignee.LES- may at any time assign to any person or entity("Assignee")all or part of any interest in this Agreement or any Lease SEE ACKNOWLEDGES WITH RESPECT TO CH LEASE i T LESSOR AND/OR ASSIGNEE DID NOT SELECT, and in each item of the applcable System and monies to become due to Lessor hereunder,and Lessor may Page 1 of 3 Initials security interests in such System,subject to the Lessee's rights therein.In such events,all the provisions of this regulations promulgated thereunder(the"Code"),and(z)any special depreciation allowance("Bonus Deduction") Agreement or any Lease hereunder for the benefit of Lessor shall inure to the benefit of and be exercised by or on to the extent provided under Code Section 168(k)or similar Code section;and(iv)that Lessor will have the maxi- behalf of such Assignee,but the Assignee shall not be liable for or be required to perform any of Lessor's oblige- mum federal and state income tax rate applicable to corporations in effect as of the date of Lessor's Lease execution tions to Lessee.Lessor may direct that all Lease Payments and other amounts due and to become due under this ("Determination Date")during each applicable Lease term(which maximum federal and state income tax rate shall Agreement or any Lease hereunder and assigned by Lessor shall be paid directly to Assignee,upon notice of such remain constant during such term). assignment to Lessee.The right of the Assignee to the payment of the assigned Lease Payments and other Lease (b)Lessee acknowledges and agrees that each Lease has been executed by Lessor based upon the following payments,to the performance of all Lessee's obligations and to the exercise of any other of Lessors rights hereun- representations and warranties of Lessee:()Lessor will not,under the Code,be required to include in its gross der shall not be subject to any defense,counterclaim or set—off which Lessee may have or assert against Lessor, income,for federal income tax purposes,any amount with respect to any improvement,modification or addition and Lessee hereby agrees that it will not assert any such defenses,set—offs,counterclaims and claims against the made,or permitted to be made,by Lessee to any item of Equipment;(ii)at the time Lessee accepts each System Assignee.No such assignment by Lessor shall relieve Lessor of its obligations or limit or otherwise affect Lessee's item under each Lease,each such System item shall have been placed in service within the meaning of Code Section rights and/or obligations hereunder. 167 and Code Section 168,but not prior thereto,and the"original use"(as the term is used under the Code)of such 8. RETURN OF SYSTEM,STORAGE:Lessee shall,at its sole expense.surrender each System item then sub- item shall commence with Lessor,pig Lessor shall be entitled to(x)the maximum available Depreciation Deductions ject to any Lease hereunder at the expiration or earlier termination of the Lease Term by,as applicable,delivering the applicable to corporations(determined as of the Determination Date)based on the cost of each System tern as spec- dem to Lessor at a location accessible try common carrier and designated by Lessor within the Continental United fed in the applicable Lease("Cost"),(y)Recovery Deductions based upon the Cost of each System item over the States or,if specified by Lessor,into the custody of a carrier designated by Lessor or otherwise or discontinuing use recovery penod,and in those percentages of the Equipment's unadjusted basis(reduced under any Code require- as required by Lessor in writing.In the case of Software,Lessee shall destroy all intangible items constituting such ments)for the years,indicated in the applicable Lease,by using(A)the 200%declining balance method permitted Software and shall deriver to Lessor all tangible items constituting such Software.In the case of Support,Lessee under Code Section 168,changing to straight line at such time as will maximize the recovery deductions, 9 the half shall discontinue use as required by Lessor in writing.At Lessors request Lessee shall also certify in a form accept- year convention and(C)no salvage value,unless otherwise required by operation of Code Section 168(d)(3)(A), able to Lessor that()Lessee has complied with the above Software return and Support discontinuance provisions, and(z)the Bonus Deduction based upon the applicable System Cost for the year and percentage indicated in the (n)Lessee will not use the Software or Support after the expiration or earlier termination of the Lease Term;and(iii) applicable Lease;(iv)for purposes of determining the amount of the Recovery Deductions,Lessor's basis for the Lessee shall permit Lessor and/or the Suppler of the Software and/or Support,if any,to inspect Lessee's locations System will at least equal Lessors System Cost(v)no System item is limited use property within the meaning of to verify compliance with the terms hereof. Rev.Proc.76-30;(w7 for federal income tax purposes,all amounts included in the gross income of Lessor with If the item of a System is delivered into the custody of a carrier,Lessee shall arrange for the shipping of the respect to each System item will be treated as derived from or allocable to sources within the United States;and(vii) item and its insurance in transit in accordance with Lessor's instructions and at Lessee's sole expense.Lessee,at its all System information famished by Lessee in writing to Lessor or Lessor's agents was accurate at the time given. sole expense,as applicable,shall completely sever and disconnect each System from Lessee's property,all without (c)If by reason 01(1)the breach or inaccuracy in law or in fact of any of the representations or warranties set liability of Lessor to Lessee,or to any person claiming through or under Lessee,for damage or loss caused by such forth in Subsection(b)of this Paragraph 12, 2)the inaccuracy of any statement or information in any letter or doc- severance and disconnection.Lessee,at its sole expense,shall pack or crate each System or its component parts ument furnished to Lessor by or on behalf of Lessee in connection with the transactions contemplated under this carefully and in accordance with any recommendations of the applicable Manufacturer or Supplier with respect to Agreement or any Lease("Related Documents"),(3)Lessee,an Affiliate(defined below),assignee or sublessee of similar new software or equipment before surrendering such System to Lessor.Lessee shall deliver to Lessor the Lessee or any user or person or entity in possession of any System(x)committing any act,irrespective of whether plans, specifications, operation manuals and other warranties and documents furnished by the applicable such act is required or permitted by this Agreement or any Lease(including but not any to any improvement, Manufacturer(s)or Suppliers)of each System and such other documents in Lessee's possession relating to the modification,addition,alteration,substitution,replacement or relocation of any item of Equipment),or(y)failing or maintenance and methods of operation of such System. omitting to take any action required under this Agreement,or any Lease or Related Document or otherwise or(4) When an item of Software or Equipment is surrendered to Lessor it shall be in the condition and repair required any change in the Code occurring atter thedate hereof,Lessor will(i)lose the right to claim,will not have the right to be maintained under this Agreement It will also be free of all evidence of advertising or insignia placed on it by to claim or shall not claim as the result of its good faith determination that such claim is not properly allowable,or Lessee and meet all legal and regulatory conditions necessary for Lessor to sell,lease or otherwise transfer it to a shall suffer a disallowance or deferral of,or shall be required to recapture all ora portion of the Recovery third party and be free of all Liens.If Lessor reasonably determines that an item of Software or Equipment once it Deductions,Depreciation Deductions and/or Bonus Deduction as to any item of the em,(ii)be required to is returned,is not in the condition required hereby,Lessor may cause the repair,service,upgrade,modification or include in its gross income any amount in respect to(x)any alteration,modification or ad ition,any item,other than overhaul of the item of Software or Equipment to achieve such condition and upon demand,Lessee shall promptly an alteration,modification or addition which is permitted without adverse tax consequences to Lessor under Rev. reimburse Lessor for all amounts reasonably expended in connection with the foregoing. Procs.75-21,76-30 or 79-48 or(y)any transaction contemplated by this Agreement or any Lease(other than rent Should Lessee not return any System at the end of the applicable Lease Term,Lessee shall continue to make paid by Lessee),or(iii)suffer a decrease in Lessor's net return over the then remaining portion of the applicable Lease Payments to Lessor in the sum equal to the last Lease Payment and at the same intervals as set out in the Lease Term(any such occurrence referred to hereinafter as"Loss"),then at Lessors option either(x)the applicable Lease as a month—to-month lease term(or other term as designated by Lessor)until returned by Lessee or until Lease Payment wilt on and after the next succeeding date for the payment thereof upon notice to Lessee by Lessor returned upon demand therefor by Lessor.The acceptance of the applicable Lease Payments by Lessor shall not that a Loss has occurred,and describing the amount as to which Lessor intends to claim indemnification and the waive Lessor's right to have the System promptly returned to Lessor pursuant to the provisions hereof,nor shall the reason for such adjustment in reasonable detail,be increased by such amount which will cause Lessor's net return acceptance of said Lease Payments be deemed to be an extension of the Lease Term. over the then remaining portion of the Lease Term leaking into account the tax effect from deferred utilization of tax 9. LOSS OR DAMAGE:Lessee hereby assumes and shall bear the entire risk of loss(including theft,requi- basis resulting from changes in the method of calculating Recovery Deductions,Depreciation Deductions and Bonus sifion of use,erasure or inoperability)or destruction of or damage to each System from any and every cause what- Deduction)to equal the net return that would have been available if such loss had not occurred,or(Y)In lieu of a soever,whether or not insured,until such System is returned to Lessor.No such loss or damage shall relieve Lessee Lease Payment increase,Lessee shall pay to Lessor on such next succeeding date for the Lease Payment such sum from any obligation under this Agreement or any applicable Lease,which shall continue in full force and effect.In as will cause Lessors net return over the term of the Lease in respect of the System to equal to the net return that the event of damage to or loss or destruction of a System(or any item thereof),Lessee shall promptly notify Lessor would have been available if such Loss had not occurred(at such net return computations to as determined by in writing of such fact and shall,at the option of Lessor,(a)place such in good repair,condition and working order, Lessor).If such Loss occurs after the expiration or termination of a Lease,Lessor will notify Lessee of such Loss (b)replace the Software and/or Equipment with like Software and/or Equipment in good repair,condition and work- and Lessee will,within sixty(60)days after such notice,pay to Lessor such sum as required by the preceding clause ing order,acceptable to Lessor and transfer clear title to or a right to use,as appropriate,such Software and/or (y).Lessee will forthwith pay on demand to Lessor an amount on an after-tax basis which will be equal to the amount replacement Equipment to Lessor,whereupon such Software and/or Equipment shall be subject to the Lease and be of any interest and/or penalties which may be assessed by the United States or any state against Lessor as a result deemed,with any related Support,the System for purposes hereof,or(c)on the due date for the next Lease Payment of the Loss. or upon the expiration of the Lease,whichever first occurs,pay to Lessor:(i)the Stipulated Loss Value therefor as (d)Lessee agrees that neither it nor any person controlled byit,in control of it,or under common control with may be specified in the Lease plus all Lease Payments then due,or if the Lease does not provide for Stipulated Loss it,directly or indirectly(an"Affiliate"),will at any time file any fedral,state or local income tax return in the United Values,(a)the present value of the total of all unpaid Lease Payments for the entire Lease Term plus the estimated States that is inconsistent with the assumptions set forth in Subsection(a)of this Paragraph 12 or with the repre- fair market value of the System at the end of the originally scheduled Lease Term or the agreed upon purchase option sentations and warranties set forth in Subsection(b)of this Paragraph 12 or file any other document in a manner price,if any,all of which shall be discounted to the date of p ent by Lessee at an annual rate("Present Value that causes a Loss.Lessee and each Affiliate will file such returns,execute such documents and take such actions Rate")equal to the lesser of(A)a per annum interest rate equivalent to that of a U.S.Treasury constant maturity obli- as may be reasonable and necessary to facilitate accomplishment of the intent hereof.Lessee will maintain sufficient gallon(as reported by the U.S.Treasury Department)that would have a repayment term equal to the remaining Lease records to enable Lessor to determine and verify its federal and state income tax liability with respect to the trans- term,all as reasonably determined by Lessor,or(B)3%per annum,whereupon the Lease shall terminate with actions contemplated by each Lease and to determine and verify its potential tax liability with respect to each other respect thereto.All proceeds of insurance received obfy Lessor as a result of such loss or damage shall,where appli- taxing jurisdiction.In addition,within 30 days after notice Lessee shall provide such information as Lessor may rea- cable,be applied toward the replacement or repair the System or the payment of the obligations of Lessee here- sonaby request to enable Lessor to fulfill its tax return filing obligation,to respond to requests for information,to under. verify information in connection with any income tax audit and to participate effectively in any tax contest. 10. INSURANCE:Prior to the applicable Lease Commencement Date,Lessee shall obtain,maintain and keep (e) For purposes of this Paragraph 12,a Loss will occur upon the earliest of(1)the happening of any event each System insured against all risks of loss or damage from every cause whatsoever including,without limitation, which may cause such Loss,(2)the payment by Lessor to the Internal Revenue Service of the tax increase result- loss by fire,theft,"mysterious disappearance",collision,earthquake,flood and such other risks of loss as are cue- ing from such Loss,or(3)the adjustment of the tax return of Lessor to reflect such Loss.Lessor will be responsi- tomarly insured against on the type of System leased hereunder by businesses of the type in which Lessee is tile for,and will not be entitled to a payment under this Paragraph 12 on account of any Loss due solely to one or engaged,in an amount not less than the replacement cost or Stipulated Loss Value of the System,whichever is more of the following events:(i)the failure of Lessor to have sufficient taxable income to benefit from the Recovery greater,without deductible and without co—insurance.Lessee shall maintain such insurance coverage for the entire Deductions,Depreciation Deductions and/or Bonus Deduction;(ii)any disposition of the System by Lessor prior to Lease Term.Lessee shall also obtain and maintain for the entire applicable Lease Term,comprehensive public Iia- an Event of Default which has occurred and is continuing under the Lease;or(ng the failure of Lessor to timely or bliy insurance covering lability for bodily injury,including death,and property damage resulting from the purchase, properly claim the Recovery Deductions,Depreciation Deductions and/or Bonus Deduction on its tax returns,unless ownership,leasing,maintenance,use,operation or return of the System with a combined single limit of not less than Lessor shall have previously determined,based upon a written opinion of tax counsel to Lessor,that substantial Two Million Dollars($2,000,000.00)per occurrence.If Lessee is a doctor,hospital or other health care provider, authority does not exist in favor of making such claim or such failure is due to Lessee not timely providing Lessor Lessee shall furnish Lessor with evidence of sufficient professional liability insurance.All said insurance shall be in with information require by Subsection(d). a form and an amount and with companies reasonably satisfactory to Lessor.Lessor,its successors or assigns,shall (1) The indemnities and assumptions of liability provided herein and all Lessors rights and prMleges herein be the sole named loss payee with respect to insurance for damage to or loss of the System and shall be named as will inure to the benefit of Lessors successors and assigns and will continue in full force and effect notwithstanding an additional insured on the public liability insurance.Lessee shall pay all premiums for such insurance and shall the expiration or termination of the Lease. deliver to Lessor the original policy or policies of insurance,certificates of insurance,or other evidence satisfactory 13. EVENTS OF DEFAULT:The term"Event of Default"shall mean any one or more of the following: to Lessor evidencing the insurance required thereby,along with proof,satisfactory to Lessor,of the payment of the (a) Lessee shall fail to make any Lease Payment,or any other payment as it becomes due and such failure premiums for such insurance potties.All insurance shall provide for at least sixty(60)days advance written notice is not cured within 10 days;or to Lessor before any cancellation,expiration or material modification thereof and also provide that no act or default ((b) Lessee shall fail to perform or observe any of the covenants set forth in Paragraph 10;or of any person other than Lessor,its agents or those claiming under Lessor,will affect Lessor's right to recover under (c Lessee shall fail to perform or observe any such policy or policies in case of loss.Lessee hereby irrevocably appoints Lessor as Lessee's attomey—in—tact er covenant condition or agreement to be performed or observed by it hereunder or in any Lease and such (which power shall be deemed coupled with an interest)to make claim for,receive payment of,and execute and failure is not cured within 30 days atter the date of notice thereof by Lessor to Lessee;or endorse all documents,checks or drafts received in payment for loss or damage under any such insurance policy. (d) Lessee shall enter into any transaction of merger or consolidation in which it is not the surviving entity or Unless Lessee is in default,Lessee may with the prior written approval of Lessor,settle and adjust all such claims. set,transfer or otherwise dispose of all or substantially all of its assets("Assets")unless the surviving entity or the Lessee agrees it Lessee shag fail to procure,maintain,and pay for such insurance,Lessor shall have the right but entity acquiring such Assets assumes all the duties and obligations of Lessee hereunder and which merger,consol- not the obligation,to obtain such insurance on behalf of and at the expense of Lessee,and add an insurance fee to Clarion,sale or transfer must be approved in writing by Lessor;or the amount due from Lessee,on which Lessor makes a profit (e) (i)Lessee or any guarantor of Lessee's obligations hereunder("Guarantor")shall commence any action 11. WAIVER AND INDEMNITY:Lessee assumes and agrees to indemnify,defend and keep harmless Lessor, (A)for relief under any eesting or future law of anyrryjurisdiction,domestic or foreign,relating to bankruptcy,insol- its agents and employees,from and against any and all losses,damages,injuries,claims,demands and expenses, vency,reorganization or relief of debtors,or(B)seeking appointment of a receiver,custodian or other similar official including legal,consulting and expert expenses(other than such as may directly and proximately result from the for itor for its Assets or making a general assignment for the benefit of its creditors;or(ii)there shall be commenced gross negligence or wilful misconduct of Lessor,its agents or employees),arising on account of the ordering against Lessee any action(A)of a nature referred to in clause(i)which results in the entry of an order for relief or whether bySuppherAgreement or otherwise),acquisition,delivery,installation or rejection of each System,the pos- any such other relief and remains undismissed or undischarged fora period of 30 days,or(B)seeking attachment, session,maintenance,use,condition(including without limitation,latent and other detects and whether or not dis- execution or similar process against its assets which results in the entry of an order for any such relief which shall coverable by Lessor or Lessee,any claim in tort for strict liability,and any claim for patent trademark or copyright not be vacated or discharged within 30 days from the entry thereof,or(iii) Lessee shall generally not,or be unable infringement)or operation or performance of any System item,and by whomsoever used or operated,dunng the 1o,pay its debts as they come due;or Lease Term with respect to that System item,the loss,damage,destruction,environmental impact,removal,return, f) Lessee or any Guarantor shall die or(f an entity)liquidate or dissolve itself or be liquidated or terminated;or surrender,sale or other disposition of such System,or any item thereof.Lessor shat give Lessee prompt notice of g) Any representation or warranty made by Lessee herein or otherwise furnished Lessor in connection with any claim or liability hereby indemnified against Lessee shall be entitled to control the defense thereof,so long as this Agreement or any Lease hereunder shall prove at any time to have been untrue or misleading in any material Lessee is not in Default hereunder or under the applicable Lease;provided,however,that Lessor shall have the right respect or to approve defense counsel selected by Lessee.The obligations contained in this paragraph continue beyond the tar- (h)Lessee or any Guarantor defaults on any indebtedness for borrowed money,lease,or installment sale obli- mination of this Agreement and the Leases. gallon,in each case when any applicable grace period for such obligation has expired and the lender,lessor or cred- 12. TAX TREATMENT AND INDEMNIFICATION:(a)Unless otherwise provided for in a specific Lease,it is itor has commenced to exercise any remedy,but only it the indebtedness or other obligation is in an amount equal acknowledged and agreed by the parties that they are entering into this Agreement and each Lease on the following to or in excess of$50,000;or income tax assumptions:(i)that Lessor and the consolidated group of which Lessor is a member(all references to i) Lessor shall reasonably deem itself insecure as a result of a material adverse change in Lessee's financial Lessor in this Paragraph 12 include such consolidated group)will be treated for all federal income tax purposes(and condibon or operations;or(j)Lessee shall default in its obligations under a Software license or other Software to the extent allowable,for state and local tax purposes)as the owner of all System leased pursuant to this arrangement or under a Support arrangement. Agreement and each Lease;(ii)that for federal and state income tax purposes,each Lease will be treated as a"true 14. REMEDIES:Upon the occurrence of any Event of Default,Lessor may declare this Agreement or any or lease"of the Equipment(to)that Lessor will be entitled to take(x)accelerated depreciation deductions under appli- all Leases hereunder to be in default("Default")and exercise any one or more of the following remedies: cable state law(Depreciation Deductions''), )accelerated cost recovery deductions("Recovery Deductions") (a)Declare the entire unpaid balance of Lease Payments for the unexpired term of any or all Lease(s)immedi- under Section 167(a)and Section 168(b)(1)of the Internal Revenue Code of 1986as amended,and the ately due and payable without notice or demand,(b)Sue for and recover all Lease Payments and other monies due Page 2 013 Initials and to become due under any or all Lease(s),plus the estimated fair market value of the applicable System(s)at the or local governmental authority or instrumentality with respect to the entry into or performance by Lessee of the end of the originally scheduled Lease Term s or any agreed upon Purchase Opbon(s),all of which shall be dis- Documents,except such as have already been obtained;(d)the entry into and performance by Lessee of its oblige- counted to the date of default at the Present Value Rate(defined in Paragraph 9 hereof),but only to the extent per- lions under the Documents will not(i)violate any judgment,order,law or regulation applicable to Lessee or(ii)result miffed by law,(c)Charge Lessee interest on all monies due Lessor at the rate of eighteen percent(18%)per annum in any breach of,constitute a default under or result in the creation of any Lien,including,without limitation any from the date of default until paid but in no event more than the maximum rate permitted by law,(d)Charge Lessee charge or security interest,upon any System item pursuant to any indenture,mortgage,deed of trust,bank loan or a returned-check or non-sufficient funds charge("NSF Charge")to reimburse Lessor for the time and expense credit agreement or other instrument(other than the Lease or any purchase money security interest retained by any incurred with respect to each check that is returned for any reason including non-sufficient or uncollected funds, Supplier or Manufacturer)to which Lessee is a parry;(e)there are no suits or proceedings pending or threatened in such NSF Charge is stipulated and liquidated at$25.00;(e)Require Lessee to assemble all System and Software at court or before any regulatory commission.board or other administrative governmental agency against or affecting Lessee's expense,at a place reasonablydes'gnated by Lessor,(f)Remove any physical obstructions for removal of Lessee,which will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Lease;and the System(s)from the place where the System(s)is/are located and take possession of any or all System items, f)the balance sheet and statement of income of Lessee,or of any consolidated group of which Lesseeis a mem- without demand or notice,wherever same may be located,disconnecting and separating all such System items from her,heretofore delivered to Lessor have been prepared in accordance with generally accepted accounting principles any other property,with or without any court order or pre-taking heanng or other process of law,it being under- and fairly present the financial position of Lessee or the consolidated group of companies of which Lessee m a mem- stood that facility of repossession in the event of default is a basis for the financial accommodation reflected by this her on and as of the date thereof and the results of its or their operations for the period or periods covered thereby. Agreement and any Lease hereunder and/or(g)terminate or cause the termination of(i)any or all licenses for the Since the date of such balance sheet and statement of income there has been no material adverse change in the Software with respect to one or mom Leases and(ii)any or all Support or other services provided under or in con- financial or operating condition of Lessee or of its consolidated group. nection with the Software or Equipment with respect to one or more Leases,and Lessee acknowledges that Cisco 20. MISCELLANEOUS:Alt obligations of Lessee,if more than one,shall be joint and several.All paragraph Systems,Inc.and its Affiliates(collectively"Cisco")and any other applicable System Manufacturer or Supplier,as headings are inserted for reference purposes only and shall not affect the interpretation or meaning of this Agreement third party beneficiary of this Agreement provision,may terminate Lessee's right to use anyor all Software, or any Lease hereunder.Lessee agrees to execute or obtain and deliver to Lessor at Lessor's request such additional Equipment and/or Support under the Supplier Agreement or otherwise,and/or(h)pursue any rights or remedies documents as Lessor may reasonably deem necessary to protect Lessor's interest in each System,this Agreement available at law or in equity.Lessee hereby waives any and all damages occasioned by such retaking except such and any Lease. damages as may be caused by Lessor's gross negligence or willful misconduct Lessor may,at its option,use,ship, 21. NOTICE:Notices,demands and other communications under this Agreement and with respect to any store or repair any or all items of the System so removed and shall sell,lease or otherwise dispose of any such Lease shall be in writing and be deemed to have been given ifmailed,postage prepaid.by registered or certified mail, System(s)at a private or public sale.Lessor may expose the System(s)and resell,lease or otherwise dispose of the return receipt requested,or by overnight delivery or transmitted by telecopy or facsimile transmission to the other System(s)at Lessee's premises at reasonable business hours without being required to remove the System(s).In party at the address stated above or such other address as such party may have provided by written notice hereun- the event Lessor disposes of the System(s),Lessor shall give Lessee credit for any sums received by Lessor from der.Notice shall be effective four(4 days atter the date it was mailed or upon receipt whichever is earlier. the sale or lease of the System(s)atter deduction of the expenses of sale,lease or other disposition.The credit for 22. SUPPUER'S CONTRACT Lessor and Lessee agree that each Lease is a Finance Lease as that term is any sums to be received by Lessor from such lease or other financing during the remaining portion of the applica- defined in Article 2A of the Uniform Commercial Code.Lessee acknowledges that Lessor has apprised Lessee of the ble Lease Term(s)shall be discounted to the commencement date of such lease or other financing at an annual rate identity of all System supplier(s).Lessor hereby notifies Lessee that Lessee may have rights pursuant to the con- equal to the implicit rate of interest of such lease or other financing.Lessee shall also be liable for and shall pay to tracts with the supplier(s)and Lessee may contact the supplier(s)for a description of any rights or warranties that Lessor(i)all expenses incurred by Lessor in connection with the enforcement of anyof Lessor's remedies,indud- Lessee may have under the supplier contract(s). ing all menses of repossessing,storing,shipping,repairing and selling the Systes),and(ii)Lessor's reasonable 23. LESSEE'S WAIVERS:Lessee hereby waives any and all rights and remedies granted Lessee by Sections attorney's lees.Lessor and Lessee acknowledge the difficulty in establishing a value for the applicable unexpired 508 through 522 of Article 2A of the Uniform Commercial Code including,by way of example only and not as a run- Lease Term(s)and owing to such difficulty agree that the provisions of this paragraph represent an agreed measure heron,the right to repudiate any Lease and reject the related System(s);the right to cancel any Lease;the right to of damages and are not to be deemed a forfeiture or penalty. revoke acceptance of the related System(s);the right to grant a secunty interest in the System(s)in Lessee's pos- In the case of Software or Support,it is acknowledged and agreed that the unauthorized use,disclosure or session and control for any reason;the right to recover damages thereunder for any breach of warranty or for any transfer of the Software or Support could cause Lessor incalculable and irreparable harm.Therefore,it Lessee is other reason deduct all or any part of the claimed damages resulting from Lessor's default,if any,under any Lease; found to be using(in whatever manner)any portion of the Software or Support after the applicable Lease Term or the right to accept partial delivery of the System(s);the night to"cover"by making any purchase or leases of or con- after an Event of Default and Lessor's written demand for Lessee to return the Software or discontinue the use of the tract to purchase or lease any or all System items in substitution for those due,if any,from Lessor,the right to recov- Support or ifthe licensor of the Software terminates a License or Lessee's right to use the Software thereunder or ifer any general,special,incidental or consequential damages,for any reason whatsoever;and the right to specific the Supplier or other provider of the Support terminates Lessee's right to use the Support,then liquidated damages performance,replevin,detinue.sequestration,claim and delivery and the like for the System(s).The waivers con- shall immediately be payable to Lessor in an amount equal to,as applicable,two(2)times(A)the license tees paid tamed herein shall not constitute a waiver by Lessee of any of its rights or remedies against the Supplier(s)and/or or payable with respect to the Software being used and(B)the Support fees or costs paid or payable with respect Manufacturer(s)of the System(s). to the Support being used. 24. CHOICE OF LAW:This Agreement and each Lease shall be binding and effective when accepted by Lessor Whenever any payment is not made by Lessee when due hereunder or under any Lease,Lessee agrees to pay at its corporate office in Wayne,Pennsylvania.This Agreement and each Lease,and the rights and obligations with to Lessor,within one month,a late charge of five percent(5%)of the amount of the payment,with a minimum charge respect hereto and thereto,and all related controversies,shall in a8 respects be governed by,and construed in occur- of$10.00,but only to the extent permitted by law.Such amount shall be payable in addition to all amounts payable dance with,the intemal laws of the state of New York,without giving effect to New York choice of law principles. by Lessee as a result of the exercise of any of the remedies herein provided. Each party to this Agreement and each Lease hereby(a)submits to the non-exclusive jurisdiction of the courts of All remedies of Lessor hereunder are cumulative,are in addition to any other remedies provided for by law,and New York County,New York,and the Federal courts of the United States sitting in the slate of New York for the pur- may,to the extent permitted by law,be exercised concurrently or separately.The exercise of any one remedy shall pose of any action or proceeding arising out of or relating to this Agreement and each Lease,(b)agrees that all claims not be deemed to bean election of such remedy or to preclude the exercise of any other remedy.No failure on the in respect of any such action or proceeding maybe heard and determined in such courts,(c)irrevocably waives(to part of Lessor to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or modi- the extent permitted by applicable law)any objection which it now or hereafter may have to the laying of venue of ly the terms of this Agreement or any Lease hereunder.A waiver of default shall not be a waiver of any other or sub- any such action or proceeding brought in any of the foregoing courts,and any objection on the ground that any such Sequent default Lessor's recovery hereunder shall in no event exceed the maximum recovery permitted by law action or proceeding in any such court has been brought in an inconvenient forum and(d)agrees that a final judg- 15. LAWS.REGULATIONS AND TAXES:Lessee shall comply with all laws,regulations and orders relating or ment in any such action or proceeding shall be conclusive and maybe enforced in otherudsdictions by suit on the pertaining to each System,this Agreement or any Lease hereunder and Lessee shall be responsible for,as and when judgment or in any other manner permitted by law.EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT due,and shall indemnify and hold Lessor harmless from and against all present and future taxes and other govern- TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR IN ANY MANNER mental charges,or any increases therein(including,without limitation,sales,use,leasing and stamp taxes and RELATING TO THIS AGREEMENT AND EACH LEASE. license and registration fees)and amounts in lieu of such taxes and charges and any penalties or interest on any of 25. ENTIRE AGREEMENT,NON-WAIVER AND SEVERABILITY:This Agreement and each Lease contain the the foregoing.imposed.levied upon,in connection with,or as a result of the purchase,ownership,delivery,leasing, entire agreement and understanding between Lessee and Lessor relating to the subject matter of each Lease.No possession or use of each System,or based upon or measured by the Lease Payments or Lease payments or receipt agreements or understandings shall be binding on the parties hereto unless set forth in writing and signed by the with respect to this Agreement or any Lease hereunder.Lessee shall not,however,be obligated to pay any taxes on parties.Time is of the essence in this Agreement and each Lease.No waiver by Lessor of any breach or default shall or measured by Lessor's net income.Lessee authorizes Lessor to add to the amount of each Lease Payment any constitute a waiver of any additional or subsequent breach or default by Lessor nor shall it be a waiver of any of sales,use or leasing tax that may be imposed on or measured by such Lease Payment.Lessee shall pay Lessor on Lessors rights.Any provision of this Agreement or any Lease which for any reason may be held unenforceable in demand,as additional rent,the amount of the personal property tax required to be paid by Lessor as owner of the any one jurisdiction shall,as to such jurisdiction,be ineffective to the extent of such unenforceability without invali- System(s),plus a fee for Lessor collecting and administering any taxes,assessments or fees and remitting them to dating the remaining provisions of this Agreement or any Lease,and any such unenforceability in any one jurisdic- the appropriate authorities and interest thereon at the highest legal rate allowed,from the date due until fully paid.In tion shall not render such provision unenforceable in any other jurisdiction. the event Lessee does not pay all sums specified above,Lessor has the rght,but not the obligation,to pay the same. 26.FACSIMILE DOCUMENTATION AND ELECTRONICALLY SIGNED:Lessee agrees that each Lease maybe If Lessor shall so pay any of the aforementioned,then Lessee shall remit such amount with the next applicable Lease executed in counterparts and any facsimile,photographic or other electronic transmission and/or electronic signing Payment plus a fee for Lessor collecting and administering any taxes,accPccments or fees and remitting them to of each Lease by Lessee when manually countersgned by Lessor or attached to Lessor's original signature coun- the appropriate authorities. terpart and/or in Lessor's possession shall constitute the sole original chattel paper as defined in the UCC for all pur- 16. UCC FILINGS AND FINANCIAL STATEMENTS:Lessee authorizes Lessor to file a financing statement with poses and will be admissible as legal evidence thereof.At Lessor's option,we may require a manual signature. respect to each System signed only by Lessor where permitted by the Uniform Commercial Code or other applica- ble law.Lessee hereby appoints Lessor as Lessee's attorney-in-tactto execute such financing statement on Lessee's IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duty executed by their authorized behalf and to do all acts or things which Lessor may deem necessary to protect Lessor's title and interest hereun- representatives as of the date first above written. der or under the applicable Lease.Lessor and Lessee further agree that a carbon,photographic or other reproduc- tion of this Agreement or any Lease hereunder may be filed as a financing statement and shall be sufficient as a financing statement under the Uniform Commercial Code or other applicable law.It is the intent of the parties that You agree to all of the Terms and Conditions contained in this Agreement,and in any attachments to same each Lease will be a true lease(except as specifically stated herein or in any such Lease),and the filing of a financ- (all of which are included by reference)and become part of this Agreement You acknowledge to have ing statement under the Uniform Commercial Code or other applicable law shall not be construed as evidence that read and agreed to all the Terms and Conditions and understand that the Leases are non-cancelable for any security interest was intended to be created,but only to give public notice of Lessor's ownership of the applica- the full term shown therein.This Agreement shall not be binding upon Lessor or become effective unless ble System(s).If any Lease hereunder has a S1.00 purchase option or Lessee is required to purchase the System at and until Lessor executes the Agreement.The Equipment subject to this Agreement and the Leases is not the end of the Lease term or this Agreement or any Lease is otherwise deemed at any time to be one intended as for home or personal use. security,then Lessee grants Lessor a security interest in the applicable System and the proceeds from the sale,lease Signature or other disposition of the System.Lessee agrees to pay Lessor a fee to reimburse Lessor's expenses for the prepa- ration and filing of all such financing statements,for Lessor's other documentation costs and for all ongoing admin- istration costs during each Lease term. Date Lessee agrees to submit financial statements or tax returns if its financial statements are unaudited within 90 days from the end of its fiscal year and Lessee warrants to Lessor that all financial statements furnished and to be furnished have been and will be prepared in accordance with generally accepted accounting principles,are an accu- Print Name rate reflection of Lessee's financial condition and that there has been no material adverse change in the financial con- dition of Lessee or any guarantor of Lessee's obligations since the dates of preparation and submission of the finan- cial statements submitted to Lessor.Lessee agrees to deliver to Lessor at any time or times hereafter such infor- Tree motion or documents,including,without limitation,certified resolutions,financial statements and legal opinions,as Lessor may request 17. SECURITY DEPOSIT:Lessor shall retain any security deposit set forth on each Lease as security for the Legal Name of Corporation or Partnership performance by Lessee of its obligations hereunder or under the applicable Lease.Any security deposit so taken CITY OF PORT ARTHUR shall be non-interest bearing,unless otherwise required by applicable law.Lessor may,but shall not be obligated to, apply any security deposit to cure any Event of Default hereunder,in which event Lessee shall promptly restore any Lessor Signature Date amount so applied.If Lessee is not in default in any of Lessee's obligations hereunder,any security deposit will be returned to Lessee at the termination of the Lease related thereto.Lessee hereby grants to Lessor a security inter- est in the cash comprising the security deposit from time to time together with the proceeds thereof to secure the Print Name prompt performance as and when due of all obligations of Lessee hereunder and under any applicable Lease. 18. WARRANTY OF BUSINESS PURPOSE:Lessee hereby warrants and represents that each System will be used for business purposes,and not for personal,family or household purposes.Lessee acknowledges that Lessor Tide has relied upon this representation in emenng into thisreement and each Lease hereunder. 19. LESSEE REPRESENTATIONS AND WARRANTIES:Lessee hereby represents,warrants and covenants to Lessor the following with respect to each Lease as of the date Lessee executes the Delivery and Acceptance Receipt For related thereto:(a)Lessee is organized and validly existing under the laws of the jurisdiction of its organization,with CISCO SYSTEMS CAPITAL CORPORATION adequate power and capacity to enter into the Lease,all documents related to the purchase or acquisition of the appli- T cable System and a other documents required to be delivered in connection with the Lease or the System(here- Lease Number matter System is duly qualified to do business wherever necessary to carry on its present business, G.3 including all jurisdictions where the System is to be located;(b)the Documents have been duly authorized,execut- y ed and delivered Lessee and constitute valid, binding gVendor ID Number by legal and agreements,enforceable in accordance with their terms,except to the extent that the enforcement of remedies therein provided may be limited under applicable bank- ruptcy and insolvency laws;(c)no approval,consent or withholding of objections is required from any federal,state Page 3 of 3 ®2917 All Rights Reserved.Printed in the U.S.A.07CSC117v4 2/17 MASTER LEASE SCHEDULE $1.00 Purchase Option Schedule No. 1 This Master Lease Schedule No. 1 ("Lease")is by and between Cisco Systems Capital Corporation("Lessor")and CITY OF PORT ARTHUR ("Lessee")and incorporates the terms and conditions of That certain Master Lease Agreement dated as of 1 211 2/7 01 7 between Lessor and Lessee("Master Lease").Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the following described items of the System(as defined in the Master Lease)for the Lease Term and on terms and conditions set forth here- in.The Lease shall become effective as against Lessor upon Lessor's execution hereof. 1. SYSTEM: (see Attachment A) S St tr Lorafioa.T Cil3L ORT ARTHUR Stfk Zip/7640 Phone Bi44�4I 11 ST Cibc ORT ARTHUR State-X 17640 Phone 2. LEASE TERM: The Lease shall commence on the day that Lessee executes a Delivery and Acceptance Certificate with respect to the System("Commencement Date").The Base Lease Term of the Lease shall be for the term indicated below and shall commence on either the first or fifteenth day of the month following the Commencement Date,according to Lessor's standard procedures("Base Term Commencement Date"). (a) Base Lease Term(in months): 60 3. LEASE PAYMENTS: (a) Base Term Rent consists of: Number of Payments Amount Taxes Total 5 $244,748.49 TBD Frequency of Base Term Rent ❑ Monthly ❑ Quarterly y( Other ANNUAL The first installment of Base Term Rent shall be due and payable upon the earlier of(i)the date specified in Lessor's invoice therefore,or(ii)Base Term Commencement Date. 4. SPECIAL PAYMENTS: The following Special Payment(s)shall be due and payable on the date Lessee executes this Lease. Security Deposit (PLUS) Advance Payment (PLUS) . Other (EQUALS) Total + + _ $0.00 5. DOCUMENT FEE: $150.00 6. STIPULATED LOSS VALUES: (None) 7. STANDARDS FOR USE AND MAINTENANCE: (see Master Lease) 8. STANDARDS FOR RETURN CONDITION: (see Master Lease) 9. PURCHASE OPTION: In addition to all of Lessee's other obligations hereunder,Lessee shall remit to Lessor the amount of One Dollar(Si)upon the expiration of the Lease Term.Notwithstanding the foregoing,it is under- stood and agreed that title to the System passed to Lessee on the Commencement Date and that Lessor's interest therein consists of a security interest therein and that such is free and clear of all liens and encumbrances arising through Lessor but otherwise on an"As Is"and"Where Is"basis and without warranty or representation of any kind from Lessor.Without limiting the foregoing,Lessor dis- claims any warranty of merchantability or fitness for a particular purpose.Lessee shall pay all taxes attributable to any sale other than net income taxes imposed on any gain recognized by Lessor as a direct result of such sale. 10. ADDITIONAL PROVISIONS: (None) 11. MODIFICATIONS AND WAIVERS,EXECUTION IN COUNTERPARTS: To the extent any of the terms and conditions set forth in this Lease conflict with or are inconsistent with the Master Lease,this Lease shall govern and control.No amendment,modification or waiver of this Lease will be effective unless evidenced by a written document signed by both parties.This Lease may be executed in counterparts,all of which when taken together shall constitute one and the same instrument. IN WITNESS WHEREOF,the parties hereto have caused this Master Lease Schedule to be executed and delivered by their duly authorized representatives as of the dates set forth below. LESSEE CITY OF PORT ARTHUR LESSOR:Cisco Systems Capital Corporation Signature: Date: Signature: Date: Print Name: Print Name: Title: Title: Lessee Number Customer Number egpo r:7 cc W Commencement Date Base Term Commencement Date ®2014 NI Rights Reserved.Printed In the U.SA o6CSCO90v1 9/14 ATTACHMENT / SCHEDULE A EQUIPMENT / SYSTEM DESCRIPTION Attachment/Schedule A forming part of Master Lease Agreement by and between • r, • _ ("Company") and CITY OF-PORT ARTHUR ("Customer"). Reference Number(if applicable): 1 Equipment/System Description(where applicable, indicate new/used,quantity,make,model,year,serial number,and description): SEE ATTACHED DISYS QUOTE ID: COPA1206-04 Page 1 of 1 YOU AGREE THAT A FACSIMILE COPY OR OTHER ELECTRONIC TRANSMISSION OF THIS DOCUMENT WITH FACSIMILE AND/OR ELECTRONIC SIGNATURES MAY BE TREAT- ED AS AN ORIGINAL AND WILL BE ADMISSIBLE AS EVIDENCE IN A COURT OF LAW. W Signature X iPrint Name y Date a-Id Signature X a ex. Print Name v o_ Q Date ti ©2017 All Rights Reserved.Printed in the U.S.A. 17ANC002 9/17 FISCAL FUNDING ADDENDUM o Full Legal Name CITY OF PORT ARTHUR DBA Name(If Any) a cBilling Address 444 4TH ST Phone Number g• City PORT ARTHUR County State TX Zip Code 77640 W rli w Lease Number MLA SCHEDULE 1 Lease Date 12/12/2017 Equipment Location Phone Number City County State Zip Code ix E' Quantity Model No. Equipment Description(Attach Schedule if Necessary) SEE DISYS SOLUTIONS INC.QUOTE ID:COPA1206-04 W W The above described lessee ("Lessee")warrants that it has funds available to pay rents("Lease Payments") until the end of its current appropriation period. In the event Lessee's legislative body or funding authority does not appropriate funds to be paid to Lessor for the above described Equipment("Equipment"), Lessee may, upon prior written notice to Lessor,effective sixty (60) days after the giving of such notice or upon the exhaustion of the funding authorized for the then current appropriation period,whichever is later, return the Equipment to Lessor,at Lessee's expense;and thereupon, be released of its obligation to make all rental payments(Lease Payments)to Lessor due thereafter,provided: (1)The Equipment is returned to Lessor as provided for in the above described Lease ("Lease"), (2)the foregoing notice states the failure of the legislative body or funding authority to appropriate the necessary funds as reason for can- cellation,and (3)the notice is accompanied by payment of all amounts then due to Lessor under the Lease, up to the non appropriation date. In the event Lessee returns the Equipment pursuant to the terms of the Addendum, Lessor shall retain all sums paid hereunder by Lessee, including the Security Deposit(if any) specified in the Lease. Lessee further represents, warrants and covenants for the benefit of Lessor that: (a) Lessee is a municipal corporation and political subdivision duly organized and existing under the constitution and laws of the State. (b) Lessee is authorized under the constitution and laws of the State,and has been duly authorized to enter into this Lease and the transaction contemplat- ed hereby and to perform all of its obligations hereunder. (c) This Lease constitutes the legal,valid and binding obligation of Lessee enforceable in accordance with its terms,except to the extent limited by applica- ble bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. (d) Lessee has complied with such public bidding requirements as may be applicable to this Lease. (e) The Equipment described in this Lease is essential to the function of the Lessee or to the service the Lessee provides to its citizens.Lessee has an imme- diate need for,and expects to make immediate use of,substantially all the Equipment,which need is not temporary or expected to diminish in the fore- seeable future. (f) Lessee has never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease, lease purchase,installment sale or other similar agreement. This Addendum will not be construed so as to permit the Lessee to terminate at will or for convenience. E• Signature X Signature X (MUST BE SIGNED BY AUTHORIZED REPRESENTATIVE OR OFFICER OF LESSEE) EEC, Print Name H Print Name ay o W UJ Title --. Date W Title Date W Lessee Name of Corporation or Partnership LL —s ©2011 All Rights Reserved.Printed in the U.S.A. 11TFD00074 10/11 OPINION OF COUNSEL LETTER Date: 12/12/2017 CISCO SYSTEMS CAPITAL 1111 Old Eagle School Road Wayne, PA 19087 Gentlemen/Ladies: Reference is made to the Agreement between CISCO SYSTEMS CAPITAL (herein called "Company"), and CITY OF PORT ARTHUR (herein called "Customer") for the lease or rental of _DISYS QUOTE COPA1206-04 (equipment description). Unless otherwise defined herein, terms which are defined or defined by reference in the Agreement or any exhibit or schedule thereto shall have the same meaning when used herein as such terms have therein. The undersigned is Counsel for the Customer in connection with the negotiation, execution and delivery of the Agreement, and as such I am able to render a legal opinion as follows: 1. The Customer is a public body corporate and politic of the State of TEXAS and is authorized by the Constitution and laws of the State of TEXAS to enter into the transactions con- templated by the Agreement and to carry out its obligations thereunder. 2. The Agreement set forth above has been duly authorized, executed and delivered by the Customer and constitutes a valid, legal and binding agreement enforceable in accordance with its terms. 3. No further approval, consent or withholding of objections is required from any federal, state or local governmental authority with respect to the entering into or performance by the Customer of the Agreement and the transactions con- templated thereby. 4. The entering into and performance of the Agreement and the other related documents will not violate any judgment, order. law or regulation applicable to the Customer or result in any breach of, or constitute a default under, or result in the creation of any lien. charge, security interest or other encumbrance upon any assets of the Customer or the equip- ment pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement or other instrument by which the Customer is a party or by which it or its assets may be bound. 5. There are no actions, suits or proceedings pending or, to the knowledge of the Customer, threatened against or affect- ing the Customer in any court or before and governmental commission, board or authority, which, if adversely deter- mined,will have a material adverse effect on the ability of the Customer to perform its obligations under the Agreement. 6. The equipment is personal property and, when subject to use by the Customer, will not be or become fixtures under the laws of the State of TEXAS 7. All required public bidding procedures regarding the award of the Agreement have been followed by the Customer. 8. Except as provided in the Agreement, Customer has no authority (statutory or otherwise) to terminate the Agreement prior to the end of its term for any reason other than non-appropriation of funds to pay the Payments for any fiscal peri- od during the term of the Agreement. YOU AGREE THAT A FACSIMILE COPY OR OTHER ELECTRONIC TRANSMISSION OF THIS DOCUMENT WITH FAC- SIMILE AND/OR ELECTRONIC SIGNATURES MAY BE TREATED AS AN ORIGINAL AND WILL BE ADMISSIBLE AS EVIDENCE IN A COURT OF LAW. Very truly yours, BY: PRINT NAME: TITLE: r` 002017 All Rights Reserved.Printed in the U.S.A. 17ANC015 10/17 CERTIFICATE OF INCUMBENCY By signing below, I hereby certify the following to CITY OF PORT ARTHUR ,its successors and assigns("Company"): 1. I am the of ("Customer"), a ❑ corporation (Print title) (Print name of Customer) ❑ limited liability company (manager-managed) 0 limited liability company (member-managed) 0 partnership, limited partnership, LLP or LLLP formed and existing under the laws of the state of TEXAS and am familiar with the policies and the officers and authorized agents of the Customer and am authorized to provide this Certificate of Incumbency(this"Certificate"). 2. The individuals listed below,as applicable,in addition to those persons possessing apparent authority under the laws of the Customer's state for- mation/registration/organization (each an"Authorized Representative")are each fully authorized and empowered,acting alone and in accordance with the organizational documents and/or authorizations, resolutions or actions of the governing body of the Customer to enter into financing agreements and/or arrangements, and other documents, of whatever kind, amount or character executed by or on behalf of the undersigned in transacting business with Company as any one or more of the undersigned Authorized Representatives shall approve(each an"Agreement"): NAME OF AUTHORIZED REPRESENTATIVE TITLE OF AUTHORIZED REPRESENTATIVE SIGNATURE (NOT applicable for electronic signature) Additionally,each of the authorized persons named herein may execute any Agreements by the use of such person's electronic signature on any such Agreement. Each of the authorized persons named herein (i) has authorized the use of such person's electronic signature on any Agreement, (ii) has ratified the use of such electronic signature on any Agreement executed and delivered prior to the date hereof in the name and on behalf of the Company and to bind the Company,and(iii)has confirmed that each such Agreement constitutes valid,legal, binding and enforceable obligations of the Company. Lessor, and any assignee, may rely on the use of any such person's electronic signature on any Agreement without undertaking any inde- pendent investigation or inquiry as to authorization by the person electronically signing any such Agreement. 3. Company may conclusively rely on the accuracy,genuineness,and good faith of any written communication whether in physical or electronic form bearing the signature(as applicable)of any Authorized Representative listed above for purposes of entering into,modifying,providing funds for and/or rely- ing on each Agreement.Each of the Authorized Representatives is authorized to use and communicate in physical or electronic form and to the Customer using communications in physical and electronic form.Customer shall indemnify and hold harmless Company for any loss suffered or liability incurred by it in reliance on this Certificate. 4. The authority conferred herein is not inconsistent or in conflict with any organizational documents or other applicable agreements or documents of Customer and is within Customer's power and authority. Resolutions evidencing the authorizations contained in this Certificate of Incumbency appear in the Customer's books and records. 5. Until Company receives notice in writing of any change or limitation of the authority of any Authorized Representative as designated in this Certificate,Company is authorized to rely upon the authority and power of any Authorized Representative as set forth in this Certificate. Such notice,to be effective,must be received by Company at the following address:1111 Old Eagle School Road,Wayne,PA 19087.Such notice shall only be effective as to Transaction Documents entered into after Company's receipt of such notice and shall not have any effect on Agreements entered into prior to the receipt of such notice. 6. THE COMPANY AGREES THAT A FACSIMILE COPY OF THIS DOCUMENT WITH FACSIMILE SIGNATURES AND/OR ELECTRONIC COPY WITH ELECTRONIC SIGNATURE(S)MAY BE TREATED AS AN ORIGINAL AND WILL BE ADMISSIBLE AS EVIDENCE IN A COURT OF LAW. THE PERSON SIGNING IN THE SIGNATURE BLOCK BELOW MUST BE ONE OF THE PERSONS LISTED IN THE TABLE BELOW! Customer's Type of Entity Person Who May Sign this Certificate Corporation President,Chief Executive Officer(CEO),Chief Financial Officer(CFO),Treasurer, Secretary Limited Liability Company—manager managed Manager,President,Chief Executive Officer(CEO),Chief Financial Officer(CFO), Treasurer,Secretary Limited Liability Company—member managed Member,Managing Member,President,Chief Executive Officer(CEO),Chief Financial Officer(CFO),Treasurer,Secretary Partnership Limited Partnership,Limited Liability Partnership,or Limited Liability General Partner,Managing Partner,Partner(for Partnership only) Limited Partnership Individual/Sole Proprietorship No title,Sole Owner,Sole Proprietor IN WITNESS WHEREOF, I have hereunto signed my name as of the date set forth below: Authorized Signature_. ws (Must be a person listed above for the appropriate entity) oa Print Name o — Title _ Z Q N Q Date ©2017 All Rights Reserved.Printed in the U.S.A. 17ANC008 10/17 •t