HomeMy WebLinkAboutCity of Tamarac Resolution R-2012-062Temp. Reso # 12194
May 9, 2012
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2012- r;
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE THE
REQUIRED AGREEMENTS WITH ADCAP NETWORK
SYSTEMS TO PURCHASE EQUIPMENT AND SERVICES TO
UPGRADE THE CITY'S VOIP TELEPHONE SYSTEM,
UTILITIZING STATE OF FLORIDA CONTRACTS #730-000-09-
1 AND #250-000-09-1; AUTHORIZING AN EXPENDITURE
FOR AN AMOUNT NOT TO EXCEED $95,343; PROVIDING
FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, technology is one of the key components for efficient delivery of City
services; and
WHEREAS, in October 2005, the City replaced its telephone system with a Cisco
Voice Over Internet Protocol (VoIP), which has provided telephone, voicemail and auto
attendant services to the City, and has resulted in substantial cost savings; and
WHEREAS, current systems are over seven (7) years old and no longer eligible for
Cisco support and maintenance coverage; and
WHEREAS, it is essential to maintain continuous maintenance and support
coverage with Cisco and ensure uninterrupted communication systems operation; and
WHEREAS, quotations were solicited from State of Florida contractors (authorized
resellers) as required under the terms and conditions of the State of Florida Contracts
#730-000-09-1 AND #250-000-09-1, with copies of referenced State of Florida Contracts
included herein as Exhibit 1 and copies of referenced quotes included herein as Exhibit 2;
and
WHEREAS proposals were received from the following contractors with costs as
Temp. Reso # 12194
May 9, 2012
Page 2
indicated below:
Vendor Proposal Amount
Adcap Network Systems $95,342.77
Presidio Networked Solutions $109,957.97
CDW Government $101,681.80
; and
WHEREAS, Adcap Network Systems provided the most comprehensive solution,
including all engineering, installation and configuration services as well as the necessary
hardware and software, at the most competitive cost; and
WHEREAS, City Code§6-148(e) allows the waiver of formal contract procedures for
all supplies, materials and equipment, that are the subject of contracts with the State; and
WHEREAS, the proposed systems and services are available under State of Florida
Contracts #730-000-09-1 AND #250-000-09-1; and
WHEREAS, the State of Florida awarded Contracts #730-000-09-1 AND #250-000-
09-1, which are on file with the City Clerk, to multiple vendors including Cisco Systems;
and
WHEREAS, it is the recommendation of the Director of IT that the required
equipment and services needed to upgrade the City's VoIP telephone system be
purchased from Adcap Network Systems under State Contracts #730-000-09-1 AND #250-
000-09-1, for an amount not to exceed $95,343; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in
the best interest of the citizens and residents of the City of Tamarac to purchase the
required equipment and services proposed by Adcap Network Systems under State
Contracts #730-000-09-1 AND #250-000-09-1.
Temp. Reso # 12194
May 9, 2012
Page 3
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: That the foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this Resolution.
All exhibits referenced herein are incorporated and made a specific part of this resolution.
SECTION 2: The appropriate City Officials are hereby authorized to execute the
required agreements with Adcap Network Systems, included herein as Exhibit 3, to
purchase equipment and services to upgrade the City's VoIP telephone system, utilitizing
State of Florida contracts #730-000-09-1 and #250-000-09-1, for an amount not to exceed
$95,343.
SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this Resolution is
held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of this
Resolution.
SECTION 5: This Resolution shall become effective immediately upon its passage
and adoption.
Temp. Reso # 12194
May 9, 2012
Page 4
PASSED, ADOPTED AND APPROVED this /'& day of a' , 2012.
��'w -
BETH TALAB SCO
MAYOR
ATTEST:
ETER M- J. RICfIARDSON, C M, CMC
CITY CLERK.-
t
RECORD OF COMMISSION VOTE:
MAYOR TALABISCO/
DIST 1: COMM. BUSHN LL
DIST 2: COMM. GOMEZ '
DIST 3: V/M GLASSER
DIST 4: COMM. DRESSI-Efl
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM.
SAM EL S. GOR
CITY ATTORNEY
ADCAP 0'
NETWORK SYSTEMS
Advanced Network Professional Services
for
City of Tamarac
In Reference to Quote
2012-0203-Ci tyofTam a rac-M-v 1 a
2012-0203-CityofTamarac-CUCM UCN-v4f
Adcap Network Systems, Inc.
February 2012
"UVI
Advanced Network Services Agreement for City of Tamarac
1. Advanced Data Networking Professional Services........................................................ 3
2. Training and System Acceptance....................................................................................
4
Training: .......................................................................................................................... 4
SystemAcceptance: ........................................................................................................ 4
3. Network Services Assumptions...................................................................................... 5
AdcapNetwork Systems, Inc.......................................................................................... 5
Cityof Tamarac.............................................................................................................. 5
4. Post Installation Support ................................................................................................. 6
Thirty (30) Day Post -Installation Support ...................................................................... 6
5. Acceptance...................................................................................................................... 8
Appendix A. Statement of Work................................................................................... 9-10
Appendix B. Timeline for Deployment............................................................................
11
Appendix C. Change Request Process..............................................................................
12
Appendix D. Adcap Service Rates....................................................................................
13
Appendix E. Equipment List and Price Quotation............................................................
14
Prepared by Adcap representative: Michael Cavanaugh
Adcap Point of Contact:
Name: Amanda Heisman
Phone: 786-364-4291
Email: aheisman@adcapnet.com
Page 2 of 14 Adcap Network Systems, Inc. Customer Initial for SOW Review
1. Advanced Data Networking Professional Services
Network convergence is a great benefit to any organization. As the IP data network grows in
importance, so does the necessity of maintaining uptime on both the underlying network
infrastructure and the applications that drive the communications systems.
Our highly trained and industry certified technical deployment staff has many years of experience
with the installation and maintenance of secure unified communications systems, advanced
network security, datacenter networking, and the underlying LAN, WAN, and wireless systems
over which these systems operate.
Adcap Network Systems has multiple reference customers in every industry, and has completed
numerous successful voice and security installations and upgrades at sites from 10 to 3000 hosts.
Page 3 of 14 Adcap Network Systems, Inc. Customer Initial for SOW Review
2. Training and System Acceptance
Training:
1. Adcap provides administrative knowledge transfer of the system configuration as part of
the deployment project.
2. Administrative Knowledge Transfer is done through a combination of manufacturer
supplied course work and hands-on demonstration with documentation.
a. Adcap engineers will demonstrate the specifics of how to perform basic
management functions on the installed equipment, and will describe how the
system is laid out and works.
b. Adcap will not provide comprehensive training on each application.
c. Comprehensive training for IT staff on each application is available at additional
cost from Cisco training partners. Adcap can include this training in the quotation
if desired.
3. Adcap Network Systems provides advanced training classes at no cost every month for
refresher training on voice and security.
System Acceptance:
System Acceptance testing is completed using tested and proven checklists and procedures. They
are done at the appropriate time in the process in order to maximize uptime and minimize
disruption.
Page 4 of 14 Adcap Network Systems, Inc. Customer Initial for SOW Revievv4
3. Network Services Assumptions
Adcap Network Systems, Inc.
• Adcap shall use a reasonably adequate number of qualified consultants with suitable training,
education, experience and skill to enable Adcap to perform the services described in this
agreement. Adcap shall, and shall cause any approved subcontractors to, comply with
reasonable policies, practices and procedures of Customer applicable to Customer personnel,
as disclosed from time to time to Adcap, including policies, practices and procedures relating
to safety, security, data protection, data processing, and confidentiality. At Customer's
request, Adcap will promptly remove and replace any Consultant that does not comply with
such policies, practices and procedures or this Agreement or any Statement of Work. Adcap
agrees to use reasonable efforts to promptly resolve any good faith complaints by Customer
or, as applicable, a Customer client regarding any Consultant or otherwise concerning the
value or efficacy of any services.
• Adcap will not be held responsible for any circumstances, delays and/or 3rd party vendor
mis-configurations outside this Engagement.
• Adcap will deploy all network equipment as specified in the Statement of Work section of
this document. Redeployment of any previously installed network equipment will result in a
change request and additional charges may apply, unless specified in the in the Statement of
Work section of this document.
• Adcap will migrate the system into production and cut over the connections to the new
system as specified in the Statement of Work section of this document. Each individual site
will have a single migration / cut date. Multiple cut dates per site will result in a change
request and additional charges may apply, unless specified in the in the Statement of Work
section of this document.
• Services outside this scope of work will be governed by a change control process, and may
result in additional costs, which will be reasonable and customary and disclosed in writing in
advance by Adcap to City of Tamarac.
City of Tamarac
• City of Tamarac will provide Adcap personnel with all required accounts, keys, security
badges, desks and desk phones needed during the duration of deployment.
• City of Tamarac will allow Adcap personnel access to facilities for the purposes of
installation, training and testing.
• City of Tamarac will ensure that all necessary network connections are easily accessible and
not blocked by obstructions, such as furniture, to allow Adcap personnel to place equipment
in the proper locations.
• City of Tamarac will allow Adcap personnel encrypted remote access to the network for the
purpose of configuration and support.
• City of Tamarac will provide a single point of contact that has knowledge of City of
Tamarac's voice and data network. This person will be available for communication and
discussion during the course of the engagement.
• City of Tamarac will provide a drawing and/or information regarding the existing network.
Page 5 of 14 Adcap Network Systems, Inc. Customer Initial for SOW Review
4. Post Installation Support
Adcap Network Systems, Inc. is committed to ensuring the ongoing success of our customers and
their network deployments.
Adcap strongly recommends the purchase of annual support agreements from the product
manufacturers. This support includes product upgrades, unlimited phone technical support for the
technical support staff, and product replacement within either a 4 hour or next business day
timeframe.
Adcap Network Systems, Inc. offers three levels of ongoing support.
Level l-Basic Support
o Adcap does not maintain any documents regarding customer network.
o Support is available from Adcap at an hourly rate when engineers have
availability.
Level 2-Silver Support
o Adcap maintains an up-to-date database of customer information so that any of
our support engineers are able to work on the network equipment.
o Adcap Engineers are available with a Service Level Agreement at an hourly rate.
o Adcap provides key component performance level monitoring and alerts with an
advanced network monitoring system.
Level 3-Gold Support
o Includes Services of Level 2-Silver Support.
o Remote helpdesk support for IT staff for Adcap supported equipment.
Adcap is able to offer these advanced network services through a combination of our advanced
ticketing system as well as network management applications that are hosted at our state of the art
Network Operations Center.
Thirty (30) Day Post -Installation Support
Create and maintain Network Table and Network Diagram of all supported equipment.
a. Equipment types
i.
Voice appliances and servers.
ii.
Security appliances and servers.
iii.
LAN switches.
iv.
Routers.
b. Network Table contains
i.
Hostname
ii.
IP Addresses
iii.
Hardware specifics
iv.
Current operating system and primary application version.
V.
Purpose
vi.
Location
vii.
Connection information
Page 6 of 14 Adcap Network Systems, Inc. Customer Initial for SOW Review V
2. Maintain database of customer information on Adcap servers for rapid access network
support.
3. Provide trouble ticketing system for routine and urgent issues.
4. Respond to each request for assistance within the Service Level Agreement.
a. Urgent — remote response within 1 hour.
b. Routine — remote response within 4 business hours.
c. Planned — scheduled assistance during or outside of business hours.
5. Provide 24x7x365 coverage for urgent issues by staffing a duty technical consultant.
6. Provide remote and on -site support for voice, security, and general network services related
to the installation or upgrade.
The components of the support agreement:
1. Hours - Regular business hours:
a. 8 am to 5 pm.
b. Monday through Friday.
c. Weekends and Federal Holidays not included.
2. Response Time for Service Level Agreement.
a. Routine — Open case through phone, email or online at support desk portal. 4
business hours response time from an Adcap support engineer.
b. Urgent — Open case by a call to Adcap Engineering Support Hotline (preferred)
or by direct call to an engineer through escalation process. 1 hour response time
from an Adcap support engineer.
3. Adcap Customer Database Updates. Adcap maintains the following information.
a. Contact and escalation information.
b. Up-to-date network diagram.
c. Up-to-date network table.
d. Copies of all network equipment configurations.
e. Known good configuration backups for supported applications.
4. Remote access methods used for support.
a. Remote access VPN from Adcap technical consultant to customer network.
b. Username and password access to network equipment and applications via SSH
and SSL.
5. Customer is responsible for all costs associated with support issues caused by power
issues, cable or wiring issues, and climate issues.
6. Adcap supported equipment includes the equipment installed in the course of this
proposal.
7. Support begins the day that the system is brought into production.
a. If multiple sites are involved in the solution, 30 days of post support will be
provided for each location. Support for each location will begin as that location is
brought into production.
b. If an Adcap Network Support Agreement has been purchased, the Adcap support
agreement will be activated once the 30 days of post -installation support
covering the first site has expired.
Page 7 of 14 Adcap Network Systems, Inc. Customer Initial for SOW Review )0-
5. Acceptance
This agreement is made effective as of /H!!.y �%, ���� between Adcap, whose principal place
of business is 10400 Old Alabama Road Conriector, Suit 100, Alpharetta, GA 30022, and Customer,
whose principal place of business is '�5'2J' /VW YA 4&4rwae, Tw�arctc, FL 333 Z/
See attached detailed quotation for equipment list and professional services pricing.
Additional Terms and Conditions:
l . Upon acceptance of the Agreement by both parties, Adcap agrees that the attached quotation prices
in Appendix F are binding and represent a fixed fee for which all quoted services will be
performed. Tax is not included in the price unless specifically listed.
2. Service maintenance window valid for 30 days per site after purchased equipment is put into
production.
3. For purchases less than $10,000 the total amount due will be invoiced upon equipment delivery
and/or project completion.
4. For purchases in excess of$10,000 the following terms apply.
a. Invoice A: 50% of equipment/manufacturer's support, 50% of annual service contract and
retainer hours, 50% of project based services due immediately upon contract signing.
b. Invoice B: Remaining 50% of equipment/manufacturer's support, 50% of annual service
contract will be billed on equipment delivery to a customer controlled location.
C. Invoice C: Remaining 50% of project based services due upon project close out.
5. Purchase terms are net 45 on invoices after the initial invoice of 50% (which is due immediately) as
outlined above.
6. Invoices not paid within 30 days from invoice date subject to 1.5% interest charge accrued monthly.
7. Invoices or purchases paid by credit card in excess of $25,000 are subject to an additional 3%
transaction fee.
8. If the purchase is financed, the financing agreement shall include progress payments in accordance
with payment terms in section 4 at a minimum.
9. A Master Service Agreement (MSA) is required to perform services; acceptance of this agreement
indicates acceptance of the Adcap Network Systems MSA if no other mutually agreed upon MSA is
in effect.
10. Adcap agrees to pay all of its own travel and other expenses incurred in connection with its
performance under this Agreement and agrees that it shall not be entitled to reimbursement from
customer for such expenses unless explicitly agreed upon.
11. Adcap will require a restocking fee of 18% on all returned items. Eligible items will only be for
considered for return within 30 days of purchase.
In witness whereof, the parties hereto have caused this Afreement to be duly executed and
delivered by their authorized representatives on this 9 day of �y , 2012.
ADCAP: CUSTO ER:
Adcap Network Systems, Inc. City o am ac
By:
Name: Name: Mio/lAae f' C'. Gr--*w*
Title: Title: 6;,t * /NANQt�sr
Date: Date: / dox 94
Page 8 of 14 Adcap Network Systems, Inc. Customer Initial for SOW Review
L
R ED AS TO LEGA FO M
OFFIC OF THE I ATTORNEY
DATED: �Fsi I 1,K
Appendix A. Statement of Work
Proper Project Management is the key to a successful implementation. For each of the
applicable sections, experienced Project Managers from Adcap Network Systems, Inc. will
complete the following work as part of this project.
1. Project kickoff conference call
a. Project work begins
2. Weekly customer workbook updates
a. once project work begins
3. Weekly conference call status meetings
a. once project work begins
4. Daily email updates
a. once project work begins
5. Project Closeout meeting
a. Final project review on City of Tamarac's location
For each of the applicable sections, capable technical consultants from Adcap Network Systems,
Inc. will complete the following work as part of this project.
Voice Upgrades
1. Unified Communications C210 Server Upgrades:
a. A Valid UCSS contract is required to obtain media
b. Server 1:
i. Load vmware
ii. Upgrade CM publisher to version 8.6
1. Up to 334 IP phones
iii. Migrate Unity to Unity Connection 8.6 Primary
1. Up to 334 mailboxes
iv. Install Cisco Unified Contact Center Express 8.6 Enhanced
1. Configure up to 25 agents
a. Current Attendnat Console Users to be configured as UCCx
agents
2. Configure up to 5 scripts
c. Server 2:
i. Load vmware
ii. Configure CM subscriber
iii. Configure Unity Connection Secondary
2. Systems Migration - Flash or Staggered.
a. Cut over PSTN connections.
b. Test inbound and outbound calling.
c. Test outbound caller ID.
d. Move over internal analog connections.
e. Test 911 for every site.
3. Implementation Support(Day 1).
a. Query end -users.
b. Troubleshoot and isolate issues.
4. Systems Acceptance Testing
a. Determine exceptions to plan.
b. Create punch list.
5. Operations Implementation
Page 9 of 14 Adcap Network Systems, Inc. Customer Initial for SOW Review
a. As Built Documentation.
b. Staff Training (IT Administrator and Help Desk) .
c. Ongoing Support Handoff Meeting.
d. Verify customer understands operational process and responsibilities.
6. Project Close Out.
Additional Scope of Work items include:
1. Provide documentation on how system is set up and basic management instruction.
2. Recommend additional training and courseware for customer on system.
3. Create a punch list of issues and changes, and take care of the issues in a timely fashion.
4. Provide follow up support for 30 days after system cutover to take care of new issues.
5. Be available for further consulting after the initial 30 days.
6. Provide documentation of all support contracts purchased and instruction on how to get
support.
7. Be available for ongoing support at a negotiated rate determined by the Service Level
Agreement.
Features and service NOT included in the equipment list and scope of work:
1. Uninterruptable Power Supplies for servers and network switches and routers.
2. Structured cabling.
3. Zone paging through the handsets on Communications Manager based systems.
4. Fax server as part of unified messaging.
5. Configuration of Extension Mobility, Profile Mobility, IPMA, Intercom, Least Cost
Routing or any new feature made availble due to the Communications Manager
Upgrades.
Page 10 of 14 Adcap Network Systems, Inc. Customer Initial for SOW Review
Appendix B. Timeline for Deployment
Adcap Network Systems, Inc. is very experienced in conducting deployments into existing
networks in a rapid yet controlled fashion. The coordination of a number of different elements, as
well as the early identification of gating factors, is so important that Adcap has dedicated project
management personnel on staff that participate in the planning and coordination of the
deployments.
The deployment timeframe is dependent on a number of factors, including the following:
1. City of Tamarac needs.
2. Equipment availability and shipping time.
3. Delivery of third party products and services, for example:
a. Network cabling upgrades.
b. WAN circuit delivery, test, and cutover.
4. Financing arrangements.
5. Adcap engineering resource scheduling.
The deployment timetable begins when City of Tamarac signs the proposal and makes the initial
payment or signs the equipment and services lease. From that date, the following typical
timetable is the expected sequence of events; the events are detailed above in the project process.
A number of the events occur concurrently. This timetable example can be accelerated in special
situations, and it will vary depending on how many remote sites are going to be connected.
1. Week 1: Project Process Review Meeting or Conference Call.
2. Week 3-4: Project Kickoff with Lead Technical Consultant and Project Manager.
3. Week 3-4: Security implementation plan discussion. Requires meetings or conference
calls with City of Tamarac.
4. Week 3-4: Configure switches for Layer3 routing.
5. Week 4-6: Security appliance and Application setup remotely and in City of Tamarac
datacenter. Requires integration into existing data network.
6. Week 6-8: Systems Acceptance Testing.
7. Week 6-12: Followup with any issues, changes, and other support. This is the 30 days of
support from Adcap post-cutover.
8. Week 7-10: Project closeout and ongoing support handoff meeting.
Page 11 of 14 Adcap Network Systems, Inc.
Appendix C. Change Request Process
The Change Management Process governs any changes to the Statement of work section of this
document, during the term of this project. The following process will apply to any new hardware
and software that is not specified in the Equipment List and Price Quotation section of this
document as well as any new services that are not specified in the Statement of work section
of this document.
Identify the Change.
a. A Change Request can originate from Adcap recommended changes or City of
Tamarac requested changes.
b. An Adcap project manager will work closely with City of Tamarac's point of
contact to outline and document the mutually agreed upon need for a change to
the statement of work.
c. Request must be made in writing to the project manager; email is preferred.
2. Evaluating the Impact of the Change Request.
a. The Adcap project lead engineer will evaluate the impact the change will have on
the existing network environment and make recommendations on the best
approach to achieve the desired goal.
3. Create a Change Request Order.
a. Adcap AM will present City of Tamarac with a Bill of Material and / or Services
costs needed to implement the desired change.
4. Execute the Change Request Order.
a. After the agreed upon Change Request Order has been placed with Adcap, by
City of Tamarac, Adcap will begin the ordering process for any new hardware or
software required and well as scheduling a resource to perform any new
professional services necessary.
Page 12 of 14 Adcap Network Systems, Inc.
Appendix D. Adcap Service Rates
Adcap Network Systems' service hours are available to cover any Adcap service work that is not
included in the original purchase of service work. The pricing schedule below outlines the cost per
hour for services based on the level of Adcap Services purchased and the service/service response
required.
1. Service hours are sold individually or in 10 hour increments.
2. Service will be billed in quarter hour increments.
3. On site calls will be charged at a minimum of 3 hours.
4. 10 Hour Blocks expire after 12 months from purchase.
5. Travel for onsite work is deducted from the hours purchased. The shorter time period of
travel to and from the either the Adcap office in Alpharetta or the technical consultant's
home is charged.
10-hour Retainer Block
Hourly
Block
Business Hours
After Hours
Rate
Rate
Routine
Urgent
Planned
Urgent
Basic Service
$236
$1,750
1x
1.25x
1.25x
1.5x
Silver Service Contract
$198
$1,750
1x
1.25x
1.25x
1.5x
Gold Service Contract
$198
$1,750
1x
1.25x
1.25x
1.5x
Page 13 of 14 Adcap Network Systems, Inc.
Appendix E. Equipment List and Price Quotation
See attached line item quotation for specific list of equipment and professional services pricing
for this deployment.
Page 14 of 14 Adcap Network Systems, Inc.
ADCAP 7W
NETWORK SYSTEMS
Master Services Agreement
20 4.2 ("Effective Date")
Adcap Network Systems, Inc. ("ADCAP") and City of Tamarac "Customer"), enter into this Master Services
Agreement ("Agreement") as of the Effective Date, subject to and in accordance with the Terms and Conditions
that shall govern this Agreement set forth in Exhibit "A" attached hereto and incorporated herein by reference
("Terms and Conditions"), for the services and other tangible and intangible property sold to Customer, all as
described in one or more Statements of Work executed and delivered, from time to time, by ADCAP and Customer
in connection with this Agreement ("SOWs"). The parties acknowledge and agree that the terms, covenants and
conditions of this Agreement and the Terms and Conditions shall apply to each SOW, which SOW incorporates the
terms, covenants and conditions of this Agreement. The services set forth on any applicable SOW issued in
connection with this Agreement shall collectively be referred to as the "Services." Services may include, without
limitation, managed services, hosted services, project -based installation services, training services and
reconfiguration services. Each SOW shall be a separate agreement between ADCAP and Customer and shall be
subject to and in accordance with the terms, covenants and conditions of this Agreement, the Terms and
Conditions, and such SOW.
Customer agrees to pay ADCAP for the Services in accordance with the payment terms set forth on each applicable
SOW.
For good and valuable consideration, receipt of which is acknowledged, the Customer hereby conveys to ADCAP, and
hereby grants to ADCAP a security interest in and to any equipment and any other tangible or intangible property
("Secured Property") sold by or otherwise transferred from ADCAP to Customer pursuant to an applicable SOW
to secure (a) the payment of the Customer's Liabilities (as hereinafter defined), and (b) the Customer's prompt, full
and faithful performance and observance of all of the obligations and provisions to be kept, observed or performed
by Customer under such applicable SOW. For purposes herein, "Liabilities" shall mean all liabilities and
indebtedness of any and every kind and nature heretofore, now or hereafter owing, arising, due or payable from the
Customer to ADCAP in connection with each applicable SOW. From and after the date of this Agreement,
Customer shall execute and deliver to ADCAP, at the request of ADCAP, all financing statements, security
agreements, assignments, and all other documents that ADCAP may reasonably request, in a form reasonably
satisfactory to ADCAP, to perfect and maintain perfected ADCAP's security interest in such Secured Property, and
in order to fully consummate all of the transactions contemplated under this Agreement, the Terms and Conditions
and any SOWs. In the event Customer fails to execute such documents within five (5) days after written notice,
then Customer hereby irrevocably makes, constitutes and appoints ADCAP as its true and lawful attorney with
power to sign the name of Customer on such documents which in ADCAP's reasonable opinion must be executed
or filed in order to perfect or continue perfecting ADCAP's security interest in such Secured Property. Customer
hereby irrevocably makes, constitutes and appoints ADCAP as its true and lawful attorney with power to file and
record such documents which in ADCAP's reasonable opinion must be filed and recorded in order to perfect or
continue perfecting ADCAP's security interest in such Secured Property.
Remainder of Page Intentionally Blank
This Agreement, the Terms and Conditions and any applicable SOWs have been accepted in the State of Florida.
CUSTOMER:
Ci fu a�' TQ•►�.-a c
Customer Name
A6-1111, th'o ig
APPR ED AS TOv ?.E L FORM
O144CE C E E
T ATTORNEY
DATED: "*g
miel d'e / C . Ceenec %+
Authorized Signatory Name
Aut rized Signatory's Title
Customer Address:
73.1.5 -VW J'1* A vc•v we
T.wMsra c , FL 333-7/
ADCAP:
Adcap Network Systems, Inc.
Name
Authorized Signature
Authorized Signatory Name
Authorized Signatory's Title
ADCAP Address:
10400 Old Alabama Rd Conn. Suite 100
Alpharetta, GA 30022
EXHIBIT "A"
TERMS AND CONDITIONS
ADCAP will provide certain Services (including, without limitation, the sale of tangible and intangible personal
property) to Customer as more particularly described in each applicable SOW. All capitalized terms not defined in these
Terms and Conditions shall have the meanings ascribed to them in the Master Services Agreement (the "Agreement").
1. Services. ADCAP and Customer agree that ADCAP shall provide the Services described in each applicable SOW
issued in connection therewith, and Customer will purchase such Services at the rates and prices set forth in the Agreement as
provided in accordance with the State of Florida bid (BID ID] and in such applicable SOW executed. The terms, covenants
and conditions of the Agreement and these Terms and Conditions are hereby incorporated into each SOW and exhibits thereto.
2. Term, Termination. The Agreement is effective as of the Effective Date and shall remain in effect until the later
of: (i) twelve (12) months from the date hereof, or (ii) the time required to complete the Services in each applicable SOW, plus
an additional thirty (30) day service maintenance period (the "Term"), unless earlier terminated as provided by this Section 2.
The Agreement shall not be terminable except as specifically provided for hereunder or by mutual written agreement by
ADCAP and Customer.
(a) Termination for Cause. The party not subject to a Cause event (as defined below) may terminate the
Agreement and/or any, some, or all outstanding SOWs for Cause immediately upon giving written notice to the other party
upon the occurrence of any of the following events (each event considered a "Cause" event): (i) Customer shall fail to timely
pay or deliver any sum of money or other consideration due and owing to Adcap pursuant to the Agreement, these Terms and
Conditions or any applicable SOW in accordance with the Florida Prompt Payment Act as set forth in §§218.70-218.80,
Florida Statutes; (ii) either party hereto fails to timely perform any obligation (other than a Customer payment obligation
described in (i) above) of such party pursuant to the Agreement, these Terms and Conditions, or any applicable SOW, and such
default continues unremedied for more than thirty (30) days after written notice of such default from the non -defaulting party
to the defaulting party; (iii) either party (A) makes a general assignment for the benefit of creditors; (B) commences a
proceeding under any bankruptcy, reorganization or insolvency law; (C) seeks or consents to the appointment of a trustee,
receiver or liquidator to take charge of its assets; or (D) any proceeding under any bankruptcy, reorganization or insolvency
law is commenced against a party and an order is entered appointing a trustee, receiver or liquidator of all or any substantial
part of such party's assets or granting relief in such proceeding or approving the petition in any such proceeding, and such order
remains in effect for more than ninety (90) days. Upon the occurrence of a Cause event, the party not subject to the Cause
event may exercise, in addition to the termination right above, any or all rights and remedies provided under the Agreement,
these Terms and Conditions and applicable law (subject as may be otherwise provided herein).
(b) Termination without Cause. Either party may terminate the Services in any, some, or all outstanding SOWS
in connection with the Agreement, without cause, by giving at least thirty (30) days prior written notice to the other party. It is
expressly understood and agreed that Customer is responsible for payment of any fees for Services and any related costs and
expenses incurred by ADCAP hereunder during such thirty (30) day notice period, but only if such Services were requested
from ADCAP during such thirty (30) day period.
(c) Rights Upon Termination. The rights, duties and responsibilities of the parties shall continue in full force
until the effective date of termination or expiration of the Agreement, including, without limitation, the payment of any
outstanding or unpaid invoices, fees, retainers, or costs and expenses or other amounts due ADCAP hereunder. Upon any
termination of the Agreement or any, some or all outstanding SOWs, Customer shall immediately pay ADCAP with respect to
each terminated SOW (and in the event of termination of this Agreement, all outstanding SOWS) for the remaining unpaid
amount of the Services previously rendered and all outstanding invoices and amounts for any other charges incurred through
the termination date and all fees, costs and expenses necessarily incurred by ADCAP in order to perform its obligations
associated with Services rendered prior to termination..
3. Late Payments and Collection Costs. All payments shall be due and payable in accordance with the Florida Prompt
Payment Act as set forth in §§218.70-218.80, Florida Statutes. In addition, ADCAP shall have the right to suspend the
performance of any Services, until such late payment has been received or upon and during the continuance of a Cause event,
along with any accrued interest and collection costs or expenses.
4. Taxes. Customer shall be responsible for all taxes (including, without limitation, sales and use taxes) and all permits,
licenses, duties and similar fees imposed in connection with ADCAP's rendering of Services pursuant to the terms of the
Agreement or any applicable SOWs thereto (collectively, the "Taxes"), unless otherwise exempt pursuant to Customer's tax
exemption. Notwithstanding the foregoing, "Taxes" shall not include taxes based solely on ADCAP's net income.
5. Confidentiality. Each party agrees that during the Term of the Agreement and for twenty-four (24) months after
termination thereof (and with respect to Trade Secrets (as hereinafter defined) for so long as such information remains a Trade
Secret) with respect to any Confidential Information (as defined below) that is disclosed by one party (the "Disclosing Party")
to the other party (the "Receiving Party"), except as expressly specified herein, the Receiving Party and its employees,
contractors, representatives, personnel and agents (collectively, "Receiving Parry's Representatives") will: (i) keep such
Confidential Information in confidence, using the same degree of care as it uses to protect its own Confidential Information of
like nature, but not less than a reasonable degree of care; (ii) not disclose any such Confidential Information to any person
outside the Receiving Party's business organization; and (iii) upon the request of Disclosing Party, return such Confidential
Information to the Disclosing Party or destroy the same. Notwithstanding any other provision herein to the contrary, ADCAP
will be entitled to retain copies of any designs, work plans, projections, prototypes, samples and other materials even if such
contain Confidential Information. "ADCAP Confidential Information" shall mean all ADCAP information and data that is
protectable as a legal form of property or non-public information including, without limitation, ADCAP's Trade Secrets (as
defined by Florida law); and all other protectable, non-public information, including, without limitation, all technological,
engineering and licensing strategies; computer software (whether in source or object code); flow charts; algorithms; coding sheets;
procedures; policies; financial information; operations; production; product specifications and designs; supply, installation or
marketing ideas; employee, customer, supplier, and personnel information or assignments; processes, formulas and materials
relating to the business operations of ADCAP not in the public domain, regardless of whether such information was provided
and disclosed to Customer before the date of the Agreement or is provided and disclosed to Customer after the date of the
Agreement. "Customer Confidential Information" shall mean all Customer protectable, non-public information, including,
without limitation, all technological, engineering and licensing strategies; computer software (whether in source or object code);
flow charts; algorithms; coding sheets; procedures; policies; financial information; operations; production; product specifications
and designs; supply, installation or marketing ideas; ; processes, formulas and materials relating to the business operations of
Customer not in the public domain, regardless of whether such information was provided and disclosed to ADCAP before the
date of the Agreement or is provided and disclosed to ADCAP after the date of the Agreement. For purposes herein ADCAP
Confidential Information and Customer Confidential Information shall, where the context is applicable, collectively be referred
to as "Confidential Information." Notwithstanding the foregoing, "Confidential Information" does not include any
information which: (A) is publicly known or readily ascertainable by the public through no wrongful act of the Receiving
Party; (B) is received by the Receiving Party from a third party without breach of an obligation owed to the Disclosing Party;
(C) is independently developed by or for the Receiving Party; or (D) is disclosed to a third party by the Disclosing Party
without similar restrictions on disclosure. Notwithstanding any other provision herein to the contrary, ADCAP shall have the
right to disclose that it has been engaged by Customer and to disclose the general nature of the work performed.
Nothwithstanding the foregoing, the parties hereby acknowledge that Customer, this Agreement and any SOWs entered into or
Services rendered, and the Services provided and rendered hereunder shall at times be subject to the Florida Public Records
laws, including any and all exemptions thereto, as the same may apply to any and all documents, records, materials or data,
collected or maintained by the Customer in the course and scope of the Customer's business.
6. Non -Solicitation of Emplovees. Customer agrees that it will not, directly or indirectly, whether for the Customer's
own account or the account of any other person or entity, including, without limitation, any of Customer's affiliates, at any
time during the Term and for one (1) year following the expiration or termination of the Agreement, solicit divert or take away,
or attempt to approach solicit, divert or take away any employee or independent contractor of ADCAP with whom Customer
had Material Contact (as hereinafter defined). For purposes of this Section, "Material Contact" shall exist if Customer
worked with or interacted with the person with regard to providing the Services. In the event Customer breaches this Section
or hires an employee or independent contractor of ADCAP with whom Customer had Material Contact, then ADCAP, in its
discretion, may (i) seek the remedies provided under Section 7 below, or (ii) within ten (10) days after ADCAP becomes aware
that Customer hired such employee or independent contractor, ADCAP shall provide written notification to Customer
("ADCAP Notice") of its election to require Customer to pay to ADCAP an amount equal to twenty-five percent (25%) of
such employee or independent contractor's annual compensation (including, without limitation, base compensation, bonus or
any other compensation) earned, paid, or to be paid to such employee or independent contractor by Customer or Customer's
affiliates during the first twelve (12) months of such persons employment or engagement and Customer shall make such
payment within thirty (30) days after receipt of the ADCAP Notice.
7. Remedies. In the event that eith party breaches any of its obligations in Sections 5 and 6 above, the other party shall
be entitled to obtain equitable relief to protect its interests therein, including, but not limited to a temporary or permanent
injunction and other equitable relief without the obligation of having to post bond, in addition to all other rights and remedies,
including, but not limited to, reimbursement for any attorneys' fees and/or other costs incurred by the non -breaching party in
obtaining such relief.
8. New Developments, Desien Riehts, Intellectual Property Riehts. All discoveries, inventions, concepts, ideas,
designs, processes and materials (including all improvements and enhancements thereto) (hereinafter, collectively, the "New
Developments"), that are developed, discovered or conceived by either ADCAP or ADCAP's affiliates in connection with or
related to any applicable SOW or the performance of Services shall be and shall remain the sole and exclusive property and
interest of ADCAP or ADCAP's affiliates. Customer shall cooperate fully with ADCAP or ADCAP's affiliates and do all
reasonably necessary things to secure, preserve and protect the rights of ADCAP and/or ADCAP's affiliates in and to the New
Developments and all patents or copyrights relating thereto. Customer acknowledges that Customer shall have no ownership
or other rights or interests in all process patents, Trade Secrets, Confidential Information, copyrights software, trademarks,
service marks as well as any and all related materials and intellectual property owned by ADCAP and/or its affiliates or
developed, discovered or conceived by either ADCAP or ADCAP's affiliates. Without limiting the generality of the foregoing,
ADCAP and/or its affiliates retains all right, title and interest in and to any and all data, designs, deliverables, software,
software development tools, know-how, methodologies, processes, New Developments, technologies or algorithms used in
providing Services that are based upon Trade Secrets or other proprietary business information of ADCAP or otherwise owned,
licensed, developed, discovered or conceived by ADCAP. Customer acknowledges that ADCAP shall retain all ownership
rights in any equipment used in connection with the Services, except as may otherwise be specifically provided in the
applicable SOW.
ADCAP retains the right to use its knowledge, experience, and know-how, including processes, ideas, concepts and
techniques developed in the course of providing the Services for other ADCAP customers. Notwithstanding anything herein to
the contrary, Customer shall retain all rights to its own trademarks, trade dress, copyrights, patents and Trade Secrets (thc
"Customer Intellectual Property"); provided, however, Customer hereby grants ADCAP and its affiliates a limited, non-
exclusive, non -transferable license to use during the Term of the Agreement such Customer Intellectual Property in order to
provide Customer the Services contemplated hereunder.
9. Performance and Cooperation. ADCAP's performance hereunder is contingent upon the Customer's cooperation,
including, but, but not limited to, providing reasonable access (physical and remote access) to Customer's facilities, supplying
ADCAP with adequate resources, information and data as mutually agreed pursuant to these Terms and Conditions and the
Agreement, and providing prompt management decisions, approvals and acceptances as may be reasonably permitted to
ADCAP in order to provide the Services. If any delays in ADCAP's performance occur as a result of failure of or untimely
performance by Customer or any other personnel or entities, the time for performance will be extended for such an amount of
time following any such delay as is reasonable for ADCAP to complete performance and ADCAP will not incur any liability to
Customer as a result of such delay. ADCAP will use reasonable efforts to perform notwithstanding the failure or untimely
performance by Customer. In the event ADCAP requests information, approvals or access to Customer's premises and
Customer fails to communicate with or accommodate such request for a continuous thirty (30) day period, then ADCAP may,
in ADCAP's sole discretion, consider the Services complete and terminate the Agreement and/or one, some or all applicable
SOWS and Customer shall have the obligations described in Section 2(c) above.
Customer and Customer's suppliers, licensors, suppliers and contractors shall not restrict or interfere with the Services or
ADCAP's Network (as hereinafter defined). Upon receipt of written notice from ADCAP, Customer shall promptly remove
any hazard, interference or service obstruction that may be caused by equipment, hardware, software, content or connectivity
owned or under the control of Customer. In addition, Customer shall reimburse ADCAP for any expenses and costs incurred
by ADCAP as a result of such interference and obstruction. In the event Customer fails or is unable to cure such interference
or obstruction, ADCAP may, upon written notice to Customer, immediately modify, suspend, delay, condition or cease
performance of the Services. Further, in the event that Services pursuant to an applicable SOW include ADCAP providing
managed or hosted service but not providing network connectivity, Customer shall be solely responsible for any suspension of
such service. For purposes herein, the "ADCAP Network" shall mean (i) equipment that is owned by ADCAP and is in use
for providing managed or hosted services to ADCAP or ADCAP's customers, (ii) network connectivity over public or private
networks between equipment owned by ADCAP and used for providing managed or hosted services to ADCAP or ADCAP's
customers, and (iii) network connectivity and data access between ADCAP equipment and Customer owned equipment that is
part of managed services or hosted services.
10. Liens. Customer shall not, directly or indirectly, cause any ADCAP property (including the ADCAP Network) to
become subject to any mechanic's liens, materialman's liens, vendor liens or any lien under any circumstances. In the event
Customer becomes aware that Customer has breached Customer's obligations in this Section, Customer shall immediately
notify ADCAP in writing, cause such lien to be discharged and released of record without cost to ADCAP,.
I1. Reimbursable Expenses. Except as specifically provided otherwise in an applicable SOW, fees and prices do not
include out-of-town travel accommodations, meals, transportation and other incidental costs. These costs may only be incurred
in accordance with the prior written authorization of Customer and will be invoiced to Customer based on ADCAP's costs.
ADCAP shall request Customer's prior approval for travel expenses and comply with our Customer's stated travel policies..
Also, typically for Services billed on an hourly basis, ADCAP bills personnel for the one way travel time, but otherwise, does
not bill Customer for time while traveling except for periods when such personnel are performing Services.
12. Chanee Orders. Customer further acknowledges and agrees that after commencement of the Services by ADCAP,
any changes to the Services and the applicable SOW and the cost thereof (either deductive or additional) shall be mutually
agreed upon in writing by both ADCAP and Customer and the cost of Services shall be adjusted accordingly. if any change
results in an increase in the cost of Services, an amount equal to such increase shall be paid by Customer to ADCAP
simultaneously with the approval of such change by both Customer and ADCAP or the payment thereof shall otherwise be
secured in a manner acceptable to ADCAP.
13. Dispute Resolution. If at any time ADCAP and Customer disagree or have a misunderstanding relating to the
Agreement, these Terms and Conditions, SOWs, or other contract terms, ADCAP and Customer will work diligently to resolve
those misunderstandings through negotiation. ADCAP and Customer agree any unresolved dispute may be resolved through
arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Such arbitration
shall take place in Broward County, Florida by a sole arbitrator. The arbitration shall be governed by the substantive laws of
the State of Florida applicable to contracts made and to be performed therein, without regard to conflicts of law rules, and the
arbitrator shall have no power or authority to order or grant any remedy or relief that a court could not order or grant under
applicable law. The arbitrator shall render the award in writing, and, unless both parties agree otherwise, shall include the
finding of fact and conclusions of law upon which the award is based. The prevailing party, as determined by the arbitrator,
shall be entitled to reimbursement from the other party for his, her or its costs and expenses of the proceeding, including
reasonable attorneys' fees.
14. Force Maieure. Notwithstanding anything to the contrary contained herein, ADCAP shall not be responsible for
delays, loss or inability to perform the Services occasioned by factors beyond ADCAP's reasonable control, factors that were
not reasonably foreseeable by ADCAP, or factors initiated by the Customer, including, but not limited to natural disasters,
government intervention, strikes/labor disputes, shortages of raw materials, power outages, fires, or acts of war or terrorism.
Is. No Warranty; Disclaimers. ADCAP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR
RESULTS TO BE DERIVED FROM THE SERVICES, ADCAP NETWORK OR ANY SECURED PROPERTY PROVIDED
UNDER THE AGREEMENT OR ANY SOW. The no warranty provisions of these Terms and Conditions shall operate for the
benefit of, and shall be enforceable by, any ADCAP affiliated company or any ADCAP subcontractor that is, together with
ADCAP, providing Services hereunder. ADCAP is an authorized reseller of products and any warranties available to ADCAP
with respect to such third -party products, software or other deliverables for which title shall actually be transferred to Customer
specifically pursuant to the applicable SOW shall be transferrable to Customer, if permitted by such third -party.
16. LIMITATION OF LIABILITY. EXCEPT FOR FEES AND CHARGES TO BE PAID TO ADCAP, IN NO
EVENT SHALL EITHER PARTY OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES,
SUBCONTRACTORS OR AGENTS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR
SPECIAL DAMAGES, (INCLUDING LOST PROFITS, SAVINGS, COMPETITIVE ADVANTAGE, GOODWILL OR
BUSINESS INTERRUPTION) FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING CONTRACT, TORT OR
OTHERWISE, EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. To the fullest extent
permitted by applicable law, the total maximum aggregate liability of ADCAP to Customer, regardless of whether such
liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, with
respect to the Agreement and/or any applicable SOWS, shall be limited to direct damages proximately caused by any breach of,
or failure to comply with, or any other act or omission in connection with the applicable SOW and shall not exceed the amount
of fees charged and collected by ADCAP in connection with such Services with respect to the applicable SOW.
17. Compliance with Laws; Indemnification. ADCAP shall be solely responsible for ensuring that all Services
provided by ADCAP are in compliance with all applicable laws, regulations, ordinances, governmental orders and the like
("Legal Requirements") which relate to or affect the implementation and use of the Services (including, without limitation,
the design of the Services), even though Customer may from time to time offer suggestions or advice to ADCAP regarding
such; Customer does not research or ensure that the Services comply with the Legal Requirements.
18.
19. Survival. All rights, covenants, indemnities, obligations and agreements of the parties contained in Paragraphs 2, 3,
5, 6, 7, 8, 13, 14, 15, 16, 17, 18, 19, 20, 21, 26, 28, 29 and 30 of these Terms and Conditions shall survive termination of the
Agreement or any applicable SOW.
20. Third Party Beneficiaries. The Agreement and these Terms and Conditions shall not be construed to confer any
rights or remedies upon any person not a party thereto, whether as a third party beneficiary or otherwise, against Customer or
ADCAP, their respective successors, assigns, and affiliates. Notwithstanding the foregoing, all employees, contractors,
members, shareholders or affiliates of ADCAP that are engaged in performing the Services hereunder, shall be third party
beneficiaries and shall receive the benefits of the disclaimer of warranty provisions, and the limitations of liability provisions
hereunder.
21. Severability. If any provision of these Terms and Conditions are held to be illegal, invalid or unenforceable, the
provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remaining
provisions of these Terms and Conditions will remain in full force and effect.
22. Assianment. Neither party may assign its rights or obligations under the Agreement without the prior written consent
of the other party.
23. Independent Contractor. Customer and ADCAP acknowledge and agree (a) that the relationship between ADCAP
and Customer is and shall be that of independent contractors, (b) that neither party shall make any representations or
warranties, express or implied, about or on behalf of the other party without such other party's prior written consent, (c) that
neither party shall have any authority to enter into contracts, incur obligations, accept accounts or make other commitments on
behalf of the other party, (d) that neither party shall represent itself to be affiliated with the other party or any of its affiliated
companies, (e) that nothing shall be deemed to create, or be construed by the parties hereto or by any third party as creating, the
relationship of principal and agent, or of partnership or of joint venture between the Customer and ADCAP, or as making either
party in any way responsible for the debts, losses, actions or failure to act of the other Party (subject to any express
indemnification provisions set forth in these Terms and Conditions).
24. Entire Agreement; Modification; Order of Precedence. The Agreement, together with these Terms and Conditions
and any applicable SOW shall constitute the entire agreement between ADCAP and Customer with respect to the subject
matter set forth herein and shall supersede any and all prior understandings and agreements between the parties. No
amendment or modification of these terms and conditions shall be valid or binding unless made in writing and duly executed
by all parties hereto. In the event of any inconsistency or conflict between or among the foregoing documents, the following
order of precedence will govern: (i) the State of Florida bid [BID ID]; (ii) these Terms and Conditions; (iii) the Agreement; and
(iv) any applicable SOW.
25. Waiver. No delay or failure to exercise any right or remedy provided for herein shall be deemed to be a waiver
thereof or acquiescence in the event giving rise to such right or remedy, but every such right and remedy may be exercised
from time to time and so often as may be deemed expedient by the party exercising such right or remedy. The rights and
remedies herein provided are cumulative and not exclusive of any provided by law.
26. Notices. All notices, reports, requests, acceptances and other communications required or permitted under the
Agreement, these Terms and Conditions or any SOWs shall be in writing. Notices will be deemed to have been properly
received three (3) days after deposited with the United States Postal Service, designated as registered or certified mail, return
receipt requested, postage prepaid and correctly addressed as hereinafter provided, or when given by personal delivery. All
communications will be sent to the receiving party's address as set forth below for ADCAP and on the signature page of the
Agreement for Customer, or to such other address that the receiving party may have provided for purposes of receiving notices
under the Agreement or these Terms and Conditions.
If to ADCAP: ADCAP Network Systems, Inc.
Attn: Matt Waring, President
10400 Old Alabama Road Connector, Suite 100
Alpharetta, GA 30022
With a copy to: Brian D. Bodker, Esq.
Bodker, Ramsey, Andrews, Winograd & Wildstein, P.C.
One Securities Centre
3490 Piedmont Road, Suite 1400
Atlanta, Georgia 30305
If to Customer: City Manager
City of Tamarac
7525 NW 88 Avenue
Tamarac, FL 33321
With a copy to: City Attorney
Goren Cherof Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, FL 33308
27. Headiness Capitalized Terms. The headings in these Terms and Conditions are inserted for convenience only and
are in no way intended to describe, interpret, define, or limit the scope, extent or intent of the Agreement, these Terms and
Conditions or any of their provisions.
28. Governine Law, Jurisdiction and Venue. The Agreement, these Terms and Conditions and all applicable SOWS
shall be governed in accordance with the laws of the State of Florida. In the event of any litigation arising out of or relating to
the Agreement, these Terms and Conditions or any applicable SOW, the parties expressly agree to the exclusive jurisdiction
and venue in the appropriate state or federal court for Broward County, State of Florida, and hereby waives any objections or
defenses to such forum and venue selection.
29. Waiver of Jury Trial. The parties hereby waive all rights to trial by jury in any action or proceeding related to or
arising out of the Agreement, these Terms and Conditions or any applicable SOW.
30. Attorneys' Fees. In the event Customer or ADCAP seek to enforce any of the provisions of or with respect to the
Agreement, these Terms and Conditions or any applicable SOW, and such action results in a judgment (a dismissal, with
prejudice, by the party commencing such action shall be deemed a judgment in favor of the other party) for either party, then
the prevailing party shall be entitled to recover from the other party, in addition to the relief awarded to the prevailing party, all
court costs, investigative expenses and reasonable attorneys' fees by the prevailing party in such action.
Adcap Network Systems, Inc.
999 Ponce de Leon Blvd, Suite 915
Coral Gables, FL 33134
Contact: Amanda Heisman
Phone: (786)364-4291
Email: aheisman@adcapnet.com
Fax: (786)523-7921
Technical: Michael Cavanaugh
Phone: (678)456.6759
Email: mcavanuagh@adcapnet.com
Quote: 2D12-0203-CityofTamarac-CUCM UCN-v4f
Date: 3/26/2012
To: City of Tamarac
Attn: James Twigger
Description: Cisco Call Manager, Unity & CUW L
A_DCAP O'M"'
CiSGO C15Cr) <IS<O
ur'ee erase
*In accordance with FL State Contract
71
1" ste tlai tNarc & Sdhvrare
...�•
Cisco C210 Server
1
Cisco
R210-2121605W
UCS C210 M2 Srvr w 1PSU w/o CPU mem HDD DVD or PCIe card
2
$1 33854
$2 677.08
2
Cisco
N20-BBLKD
UCS 2.51nch HOD blankingpanel
12
$0.00
$0.00
3
Cisco
R200-PCl8LKF3
PCIe Full Height blankinganel for UCS C-Series Rack Server
6
S0.00
$0.00
4
Cisco
R210-BHTS1
CPU heat sink for UCS C210 M 1 Rack Server
4
$0.00
$0.05
5
Cisco
R2X0-PSU2-650W-SB
650W power supply,w/added SA Standbyfor UCS C200 or C210
2
$0.00
$0.00
6
Cisco
SASCBLSHORT-003
1 Short SAS Cable for UCS C210 Server for SAS Expander)
4
$0.00
$0.00
7
Cisco
A01-XO109
2.66GHz Xeon E5640 80W CPU 12MB cache/DDR3 1066MHz
4
$865.62
$3 462,48
8
Cisco
A03-0146GC2
146GB 6Gb SAS 15K RPM SFF HDD hot plug/drive sled mounted
20
$314.58
$6 291.60
9
Cisco
CAB-9K12A-NA
Power Cord 125VAC 13A NEMA 5-15 Plug,North America
4
$0.00
$0.00
10 Icisco
N2XX-ABPCI03
Broadcom 5709 Quad Port 10 100 iGb NIC w OE iSCSI
2
$420.42
$840.84
11
Cisco
R230.ODVORW
DVD-RW Drive for UCS C210 M 1 Rack Servers
2
$103.74
$207.48
12
Cisco
R210-SASXPAND
SAS Pass-Thru Expander srvr re ulrin > 8 HDOs - C210
2
$286.44
$572.88
13
Cisco
R2X0-PSU2-650W-SB
650W power supply,wadded SA Standby for UCS C200 or C210
2
$235.62
$471.24
14
Cisco
R2XX-G31032RAIL
Rail Kit for UCS C200 C210 Rack Servers 23.5 to 36
2
$117.18
$234.36
15
Cisco
R2XX-PL003
LSI 6G Me aRAID 9261-81 card RAID 0,1 5 6 30 60 - 512WC
2
$668.22
$1 336.44
16
Cisco
UCS-MR-1X082RX-A
8GB DDR3-1333-MHz RDIMM/PC3.10600/2R/1.35v
8
$180.18
$1441.44
Subtotal
17 535.84
Manufacturer Product
Support services
- 5 ears of su ort
17
Cism
CON-UCS7-R210W
UC SUPPORT 24X7X405 UCSC210 M2Svr w 1PSU w/o CPU Mem HDD
5
$387,75
$1 938.75
18
Cisco
C0N-UCS1-R210W
UC SUPPORT 8X5XNBD UCSC210 M2Svr w IPSU w/o CPU Mem HDD
5
$226.50
$1 132.50
Subtotal
3 073.25
Vmware Virtual
Foundation
19 vmware
VSS-STD-C
VMware vS here Standard - v. 5 - license - 1 processor
4
$940,32
$3 761.28
Subtotal
$3 761.28
er Product Su ort Services
- 3 ears of support
vmware V55-STD-3G-SSS-C
VMware Support and Subscri tlon Basic - Technical support emergency - one
4
5686.30
$2 745.20
Subtotal
2 745,20
2 =078
h.$sw&UCSSRenewals, ..
Product Su ort Services - 3 ears of su rt
NUnifled
Cisco CON-ESW-712U25
ESSENTIAL SW SW U rer
ade to CM 7.1.2 - 7825
6
$667.27
$4 003.62
Subtotal
4 003,62
munications Software Subscrl tion- 3 ears
Cisco L-UC55-UCM-3.1
UCSS for UCM User for three Year -1 users
334
13.78
602.52
Subtotal
42
Professional Services
Install and configure 2 Cisco servers for UC Upgrades:
Server 1:
CM pub - upgrade to 8.6 for up to 334 phones
Unity Connection Primary - Migrate Unity 334 users / mailboxes
Server 2:
CM Sub
Unity Connection Secondary
1
Adcap
1
$9,532.66
$9,532.66
Subtotal
9 532.66
Product $ 21,297.12
Services $ 9,532.66
Service Contract $ -
UCSS $ 4,602.52
Maintenance $ 9,820.07
Subscriptions $
Shipping S -
Total S 45.252.36
Terms and Conditions:
1. Upon acceptance of the Agreement by both parties, Adcap agrees that the attached quotation prices In Appendix F are binding and represent a fixed fee for which all quoted services will be performed.
Tax is not included in the price unless speciflcally listed.
2. Service maintenance window valid for30 days per site after purchased equipment is put into production.
3. For purchases less than S10,000 the total amount due will be invoiced upon equipment delivery and/or project completion.
4. For purchases In excess o/$10,000 the following terms apply.
■. Invoice A: 50-Aof equipment/manufacture's support, 50%of annual service contract and retainer hours, 50-A of project based services due immediately upon contract signing.
Quote:2012-0203-Cityoframwac-CUCM UCN-v4f
Confidential 4/25/2022 Page 1 / 2
Adcap Network Systems, Inc.
999 Ponce de Leon Blvd, Suite 915
Coral Gables, FL 33134
Contact: Amanda Heisman
Phone: (786)364-4291
Email: aheisman@adcapnet.com
Fax: (786)523-7921
Technical: Michael Cavanaugh
phone: (678) 456-6759
Email: mcavanuagh@adcapnet.com
Quote: 2012-0203-CityofTamarac-CUCM UCN-v4f
Date: 3/26/2012
To: City of Tamarac
Attn: James Twigger
Description: Cisco Call Manager, Unity & CUWL
MADCAP `bra
L�`!
.cisCO Ciscocoalxx'a —T——sr
.e
*In accordance with FL State Contract
b. Invoke 8: Remaining SO%of equipment/manufacturers support, 50%of annual service contract will be billed on equipment delivery to a customer controlled location.
c. Invoice C: Remaining SO% of project based services due upon project close out.
S.
Purchase terms are net 30 on involves after the initial invoice of 50% Iwhich Is due Immediately) as outlined above.
6. Invokes not paid within 30 days from invoice date subject to 1.5%interest charge accrued monthly.
T Invoices or purchases paid by credit card in excess of $25,000 are subject to an additional 3%transaction fee.
8. if the purchase Is financed, the financing agreement shall Include progress payments In accordance with payment terms in section 4 at a minimum.
9. A Master Service Agreement (MSA) is required to perform services; acceptance of this agreement Indicates acceptance of the Adcap Network Systems MSA if no other mutually agreed upon MSA Is in effect.
10. Adcap agrees to pay all of its own travel and other expenses incurred in connection with its performance under this Agreement and agrees that it shall not be entitled to reimbursement from
Customer for such expenses unless explicitly agreed upon.
11 Adcap will require a restocking fee of 1 on all retur items. Eli items y cons return withln 30 days eae.
�CUSTOME
Signs
Printed Name: /"f chaise �• C LPNQG
Title: ei�y /7Rk a 2 Ale III,
� i
Date: 1114q 9, 7-47 ;7L
ADCAP
Signature:
Printed Name:
Title:
Date:
APPROV= AS TO LEGAL FORM
OFFICE OF THE ff
ATTORNEY
DATED:------�F-L=------
Quote:2012-0203-Cltyof7amaracCUCM UCN-v4f
Confidential 4/25/2012 Pap 2/ 2
Adcap Network Systems, Inc.
999 Ponce de Leon Blvd, Suite 915
Coral Gables,
FL 33134
Contact:
Amanda Heisman
Phone:
(786)364-4291
Email:
aheisman@adcapnet.com
Fax:
(786)523-7921
Technical:
-Michael Cavanaugh
Phone:
(678)456-6759
Email:
mwvanuagh@adcapnet.com
Quote:
2012-0203-Cityof Tamarac-CCx-v1
Date:
2/3/2012
To:
City of Tamarac
Attn:
James Twigger
Description: Contact Center Express
A�DCAP a.r
rJ 11,111r,'411,111r rt)lat(,,
Cisco Cisco Cisco
ransna.x vaame vanrnna
1111" is
1tt
'In accordance with FL State Contract
its"� ...., .......
<
1 +:-
$I:G; teEtfanteCE Cods
Cisco Contact Center Express
1 lCisco
L-CCX-85-NEW
CCX 8.5 NEW -Product UCSS e0ellvery LICENSES ONLY
1
$0.00
$0.00
2 Icisco
L-CCX-85-E-PAK
CCX 8.5 autoex anded e elivery PAK
1
$0.00
$0.00
3
Cisco
L-CCX-85-E-SVR-LIC
CCX 85 NEW -8.5 ENH Server License
1
$0.00
$0oo
4
Cisrn
L-CCX-85-N-E-LIC
CCX 8.5 NEW ENH Seat City 1LICENSE ONLY
25
$687.50
$17187,50
5
Cisco
L-CCX-85-NEW-LIC
CCX 8.5 NEW - eDelvery LICENSES ONLY
1
$0.00
$0.00
Subtotal
17 187.50
Unified Communications
Software
Subscription - 5 years
6 Cisco L-UCSS-CCX
UCSS for Cisco Unified Contact Center Express -eDelive
1
0.00
0.00
7
Cisco
L-UCSS-CCX-E-5-1
UCSS for CCX ENH for Five Years - 1 users
25
$185.50
$4,637.50
Subtotal
4637.50
Manufacturer Product Support Services - 5 years of support
8
Cisco
CON-ESW-85NEWLIC
ESSENTIAL SW CCX 8.5 NEW - eDelvery LICENSES ONLY EN
1
$0.00
0.00
9
Gsco
CON-ESW-CCXNELIC
ESSENTIAL SW CCX 8.5 NEW ENH Seat Q[ 1 LICENSE ONLY
125
$85.86
Subtotal
$10,732.50
$10 732.50
Install and configure UCCx on new cisco c230 for up to 25 agents and 5 basic
scripts.
1
$17,S32.90
$17,532.90
1
Adcap
Professional Services
Subtotal
17 532.90
Product $
17,187.50
Services $
17,532.90
Service Contract $
-
UCSS $
4,637.50
Maintenance $
10,732.50
Subscriptions $
-
Shipping 5
-
Tota) S
50,090.40
Terms and Conditions:
1. Upon acceptance of the Agreement by both parties, Adcap agrees that the attached quotation prices In Appendix F are binding and represent a fixed fee for which all quoted services will be performed.
Tax is not Included in the price unless specifically listed.
7. Service maintenance window valid for 30 days per site after purchased equipment Is put into production.
3. For purchases less than $10,000 the total amount due will be invoiced upon equipment delivery and/or project completion.
4. For purchases In excess of $10,000 the following terms apply.
a. Invoice A: 50% Of equipment/manufacturer's support, 50% of annual service contract and retainer hours, 50% of project based services due immediately upon contract signing.
b. invoice a: Remaining 50% of equipment/manufacturer's suppon, 50% of annual service contract will be billed on equipment delivery to a customer controlled location.
c. Invoice C: Remaining 50% of project based services due upon project close out.
5. Purchase terms are net 30 on invoices after the initial Invoice of 50% (which Is due Immediately) as outlined above.
6. Invoices not paid within 30 days from invoce date subject to 1.5%interest charge accrued monthly.
7. Inesvoices or purchaspaid by credit card in excess of $25,000 are subject to an additional 3% transaction fee.
a. If the purchase Is financed, the financing agreement shall include progress payments in accordance with payment terms in section 4 at a minimum.
9. A Master Service Agreement (MSAI is required to perform services; acceptance of this agreement indicates acceptance of the Adcap Network Systems MSA if no other mutually agreed upon MSA Ism effect.
10, Adcap agrees to pay all of its own travel and other expenses Incurred in connection with its performance under this Agreement and agrees that it shall not he entitled
to reimbursement from
Customer for such expenses unless explicitly agreed upon. ��pu
11 Adcap will require a restocking fee of 18Xon all returne4ms. Eligi t.rm y cansMe return within 30 f rchase.
CUSTOMER
Printed Name: Af;:�iQ� ea C eg'RLC7
Title: �a Nam 4*,e
Date: 1"44' f -1DiA
APPR VED AS TO LEGAL FORS/
Quote:2012-0203-CityofTamarac-CCX-vla
Confidential 4/25/2012 Page 1 / 2
0 &OFTHECITY ORNEY
DATED: �
Adcap Network Systems, Inc.
999 Ponce de Leon Blvd, Suite 915
�DAp
iM
Coral Gables, FL 33134
SYSTEMS
Contact: Amanda Heisman
NETWORK
Phone: (786)364-4291
Email: aheisman@adcapnet.com
+It•+1+ +i�.�l+ +1+ +1+
Fax: (786) 523-7921
Cisco c+sco Cisco
NA}NBx V�PiNax xrxtA
T.hnkal: Michael Cavanaugh
Phone: (678) 456-6759
Emall: mcavanuagh@adcapnet.wm
Quote: 2012-0203-CityofTamarac-CCx-vl
Date: 2/3/2012
To: City of Tamarac
Attn: James Twigger
'In accordance with FL State Contract
Description: contact Center Express
ADCAP
Signature:
Printed Name:
Title:
Date:
Quote:2012-0203-Cityottamorao-Ccx-vlo
ConOeential 4/25/2012 Page 2 / 2