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21-016 Amendment #1 dated 3-18-24 to TPX Agreement1 FIRST AMENDMENT TO AGREEMENT 21-016 BETWEEN THE CITY OF CUPERTINO AND TPX COMUNICATIONS FOR VOIP TELEPHONE SERVICES This First Amendment to Agreement 21-016 between the City of Cupertino and TPX Communications is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and TPX Communications, a Corporation (“Software Provider”) whose address is P. O. Box 509013, San Diego, CA. 92150-9013, and is made with reference to the following: RECITALS: A. On February 8, 2021, Agreement 21-016 (“Agreement”) was entered into by and between City and Software Provider for VoIP Telephone Services. B. City and Software Provider desire to modify the Agreement on the terms and conditions set forth herein. C. City and Software Provider desire to continue services to the City under the Agreement, and hereby affirm their intent that it remain in full force and effect as amended and restated by this First Amendment. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Page 1, Paragraph 3 of the Agreement is modified to read as follows: The Term for Services is 72 months. (“Term”) 2. The Rate Schedule of the Agreement is replaced with a new Exhibit A1 Quote attached hereto. 3. Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed $140,093.10 dollars. Software Provider shall invoice City monthly for services provided. City shall pay Software Provider within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Software Provider any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date TPX COMMUNICATIONS By Title Date Item Amount Base Agreement $81,000 First Amendment $59,093.10 total $140,093.10 Eric Mihkelson Manager, Base Management Mar 18, 2024 Christopher D. Jensen CTO Mar 18, 2024 Mar 18, 2024 Quote/Order ID: 631667 Service Agreement City of Cupertino TPx Communications will provide Customer with the specified type and amount of Services at the rates, and terms and conditions listed below and on the Rate Schedule(s) that follow, and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed on the Telecommunications Account Agreement (TAA)/Master Service Agreement (MSA) and any related Addendums that follow that govern this Service Agreement, including any changes to Total Monthly Recurring Charges up to five percent (5%) and/or Total Non-Recurring Charges up to five percent (5%) for Services and Equipment specified on this Service Agreement. For any Access, MSx, and/or UCx Service listed below that is being added to Services currently provided to Customer at the below referenced Service Location, a new Service Term (as provided in the Term Length below) shall apply to any such Service. Federal, State and Local Taxes and Other Charges will be applied in accordance with the definitions stated at www.tpx.com/rates. The term for service(s) being ordered is 36 months. ("Term") Customer Requested Due Date: 1/26/2024 RS ID Title Address Non-Recurring Recurring 1108558 10300 TORRE AVE # 1, CUPERTINO CA 10300 Torre Ave # 1, Cupertino, CA $0.00 $806.50 1108559 10555 MARY AVE # 1, CUPERTINO CA 10555 Mary Ave # 1, Cupertino, CA $0.00 $685.75 Totals $0.00 $1,492.25 Equipment Addendum - Single Payment Purchase, Rental and/or Customer Provided Equipment set for at www.tpx.com/Equipment- Addendum.pdf MSx Service Addendum set forth at www.tpx.com/MSx-Service.pdf ` Agreed by: Customer Signature Date Customer Name (Print)Title Sales Representative Name Phone Agreed by: Authorized TPx Representative Signature Date v052920 95014-3202 95014-1322 EXHIBIT A1 Eric Mihkelson Eric Mihkelson Mar 18, 2024 Bill Mitchell Mar 18, 2024 CTO Rate Schedule #1108558 Quote ID: 631667 10300 TORRE AVE # 1, CUPERTINO CA 2/7/2024 City of Cupertino Good through:3/7/2024 Address:10300 Torre Ave # 1, Cupertino, CA The term for Service(s) being ordered is 36 months ("Term"). Internet Services - HSIA / 2219935-DAT (Renewal as is)Description Qty Each Usage Type NRC MRC HSIA 35 x 5 Mbps (ICB Code: null)1 $125.00 -xNet -$125.00 $0.00 $125.00 UCx SmartVoice / 2223677-SVX (Renewal as is)Description Qty Each Usage Type NRC MRC Abbreviated Dialing 1 $0.00 -xNet -$0.00 Call Paths - SmartVoice 20 $12.00 -xNet -$240.00 SIP SmartVoice 1 $0.00 -xNet -$0.00 TPx Voice & Data Circuit 1 $0.00 -xNet -$0.00 Tier B Equipment 1 $29.00 -xNet -$29.00 Caller ID (Inbound - Name & Number)1 $0.00 -xNet -$0.00 Calling Line ID Delivery Blocking or Un-Blocking per Call 1 $0.00 -xNet -$0.00 DIDs 390 $0.15 -xNet -$58.50 End User Connection Charge (EUCC)20 $0.00 -xNet -($0.00) Enterprise Trunking 1 $35.00 -xNet -$35.00 Free Directory Assistance Listing 1 $0.00 -xNet -$0.00 G.711 Codec 1 $0.00 -xNet -$0.00 Outbound Calling Line ID (Name & Number)1 $0.00 -xNet -$0.00 UCx SmartVoice Usage Bundle -- 2,500 Minutes Domestic Outbound Usage Included 1 $0.00 -xNet -$0.00 $0.00 $362.50 MSx WAN / 2291524-SDWAN (Renewal as is)Description Qty Each Usage Type NRC MRC MSx WAN Optimum 1 $0.00 -MSx -$0.00 5G Managed Cellular Wireless Service 1 $30.00 -xNet -$30.00 Cradlepoint w1850 - Rental 1 $35.00 -xNet -$35.00 Verizon 5G 100 Mbps Download, Unlimited Data 1 $69.00 -xNet -$69.00 MSx WAN - Optimum 50M 1 $185.00 -MSx -$185.00 UCx - Related Voice Service 1 $0.00 -MSx -$0.00 $0.00 $319.00 95014-3202 Rate Schedule #1108559 Quote ID: 631667 10555 MARY AVE # 1, CUPERTINO CA 2/7/2024 City of Cupertino Good through:3/7/2024 Address:10555 Mary Ave # 1, Cupertino, CA The term for Service(s) being ordered is 36 months ("Term"). Internet Services - HSIA / 2219907-DAT (Renewal as is)Description Qty Each Usage Type NRC MRC HSIA 35 x 5 Mbps (ICB Code: null)1 $125.00 -xNet -$125.00 $0.00 $125.00 MSx WAN / 2222198-SDWAN (Renewal as is)Description Qty Each Usage Type NRC MRC MSx WAN Optimum 1 $0.00 -MSx -$0.00 MSx WAN - Optimum 50M 1 $185.00 -MSx -$185.00 SmartVoice - Related Voice Service 1 $0.00 -MSx -$0.00 TPx Provided DIA 1 $0.00 -MSx -$0.00 $0.00 $185.00 Internet Services - HSIA / 2223103-DAT (Renewal as is)Description Qty Each Usage Type NRC MRC HSIA 45 x 6 Mbps (ICB Code: null)1 $100.00 -xNet -$100.00 $0.00 $100.00 UCx SmartVoice / 2223675-SVX (Renewal as is)Description Qty Each Usage Type NRC MRC Abbreviated Dialing 1 $0.00 -xNet -$0.00 Call Paths - SmartVoice 20 $12.00 -xNet -$240.00 SIP SmartVoice 1 $0.00 -xNet -$0.00 TPx Voice & Data Circuit 1 $0.00 -xNet -$0.00 Tier Z Equipment 1 $0.00 -xNet -$0.00 Caller ID (Inbound - Name & Number)1 $0.00 -xNet -$0.00 Calling Line ID Delivery Blocking or Un-Blocking per Call 1 $0.00 -xNet -$0.00 DIDs 5 $0.15 -xNet -$0.75 End User Connection Charge (EUCC)20 $0.00 -xNet -($0.00) Enterprise Trunking 1 $35.00 -xNet -$35.00 Free Directory Assistance Listing 1 $0.00 -xNet -$0.00 G.711 Codec 1 $0.00 -xNet -$0.00 Outbound Calling Line ID (Name & Number)1 $0.00 -xNet -$0.00 UCx SmartVoice Usage Bundle -- 2,500 Minutes Domestic Outbound Usage Included 1 $0.00 -xNet -$0.00 $0.00 $275.75 95014-1322 Contract No. ________ Page 1 of 3 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1.MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. General Liability: For bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). Contract No. ________ c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. Automobile Liability ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. Page 2 of 3 Contract No. ________ Page 3 of 3 4. SUBCONTRACTORS Software Provider shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. 5.HIGHER INSURANCE LIMITS If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider . 6.ADEQUACY OF COVERAGE City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY A 1,000,000 6300R314971 LOS-002533401-07 1,000,000 1,000,000 X X 36940 1,000,000 AggregateSIR: $1,000,000 Los Angeles, CA 90071 N X07/01/2023 3 07/01/2024 08/15/2023 07/01/2024 8100R315814 Cyber & Technology E&O A 2,000,000 1,000,000 Indian Harbor Insurance Company 1,000,000 X B 01/18/2024 2,000,000 07/01/2023 2,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as additional insured where required by written contract with respect to General Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. Waiver of subrogation is X 10300 Torre Ave #1 Cupertino, CA 95014-3202 The City of Cupertino, its City 0 applicable where required by written contract and subject to policy terms and conditions. A CN101989551--GAUWC-23-24 Each Claim 10,000 07/01/2024 1,000,000 CUP0R343118 2,000,000 25674 1,000,000 1,000,000 08/01/2024 UB0R331629 CA License #0437153 Marsh Risk & Insurance Services X 633 W. Fifth Street, Suite 1200 X dba TPx Communications U.S. TelePacific Holdings Corp. Austin, TX 78701 303 Colorado Street, Suite 2075 X X MTP9040687 03 07/01/2023 Council, officers, officials, employees, agents, servants and volunteers 07/01/2023 A 07/01/2024 Travelers Property Casualty Company Of America First Amendment to TPX Agreement 21-016 Final Audit Report 2024-03-18 Created:2024-02-27 By:Marilyn Pavlov (marilynp@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA4Kb0w3Yvi85OnR5MXoBfSDjXnQuIWom5 "First Amendment to TPX Agreement 21-016" History Document created by Marilyn Pavlov (marilynp@cupertino.org) 2024-02-27 - 0:45:25 AM GMT- IP address: 64.165.34.3 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2024-02-27 - 0:52:09 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-02-27 - 0:52:11 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-02-27 - 1:19:40 AM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Tommy Yu (tommyy@cupertino.org) for approval 2024-02-27 - 1:19:42 AM GMT Email viewed by Tommy Yu (tommyy@cupertino.org) 2024-02-27 - 1:20:01 AM GMT- IP address: 104.47.74.126 Document approved by Tommy Yu (tommyy@cupertino.org) Approval Date: 2024-02-27 - 1:21:02 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to robins@tpx.com for signature 2024-02-27 - 1:21:04 AM GMT Email viewed by robins@tpx.com 2024-03-01 - 10:39:21 PM GMT- IP address: 208.80.204.201 Email viewed by robins@tpx.com 2024-03-07 - 5:36:54 PM GMT- IP address: 65.60.80.204 Email viewed by robins@tpx.com 2024-03-09 - 1:57:32 AM GMT- IP address: 107.144.201.43 Email viewed by robins@tpx.com 2024-03-12 - 8:35:11 PM GMT- IP address: 107.144.201.43 Email viewed by robins@tpx.com 2024-03-15 - 9:14:27 PM GMT- IP address: 107.144.201.43 Marilyn Pavlov (marilynp@cupertino.org) added alternate signer tfurtado@tpx.com. The original signer robins@tpx.com can still sign. 2024-03-15 - 9:24:24 PM GMT- IP address: 64.165.34.3 Document emailed to tfurtado@tpx.com for signature 2024-03-15 - 9:24:25 PM GMT Email viewed by tfurtado@tpx.com 2024-03-16 - 8:14:25 PM GMT- IP address: 73.12.225.80 Email viewed by tfurtado@tpx.com 2024-03-18 - 0:31:55 AM GMT- IP address: 73.12.225.80 Signer tfurtado@tpx.com entered name at signing as Eric Mihkelson 2024-03-18 - 3:02:18 PM GMT- IP address: 172.56.201.6 Document e-signed by Eric Mihkelson (tfurtado@tpx.com) Signature Date: 2024-03-18 - 3:02:21 PM GMT - Time Source: server- IP address: 172.56.201.6 Document emailed to christopherj@cupertino.org for signature 2024-03-18 - 3:02:23 PM GMT Email viewed by christopherj@cupertino.org 2024-03-18 - 3:03:55 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2024-03-18 - 3:04:14 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-03-18 - 3:04:16 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2024-03-18 - 3:04:19 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2024-03-18 - 5:35:44 PM GMT- IP address: 104.47.73.126 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2024-03-18 - 5:36:51 PM GMT - Time Source: server- IP address: 73.63.177.127 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-03-18 - 5:36:53 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-03-18 - 6:21:18 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-03-18 - 6:23:03 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-03-18 - 6:23:03 PM GMT