County of Santa Cruz0167

Sept 11, 2012

HUMAN SERVICES DEPARTMENTCecilia Espinola, Director

1000 Emeline Avenue, Santa Cruz, CA 95060(831 ) 454-4130 FAX: (831 ) 454-4642

AGENDA: October 23,2012

BOARD OF SUPERVISORSCounty of Santa Cruz701 Ocean StreetSanta Cruz, CA 95060

BENEFIT SERVICES CALL CENTER TELECOMMUNICATIONS SYSTEM UPGRADE

Dear Members of the Board:

On January 10, 2005 your Board approved the purchase of a telecommunication

system to provide the advanced call management and routing features needed by theHuman Services Department's (HSD) Benefit Services Call Center. Since the center'sgo-live in March 2006 this system has provided call center staff with the requiredtechnology tools to effciently handle over 456,000 client calls and allowed thedepartment to expand the number of programs served by the call center to include Cal-Fresh (food stamps), Foster Care, Eligibility, and Cal-Works Child Only cases. Thepurpose of this letter is to obtain your Board's approval to enter into a contract with thesystem's manufacturer, Siemens Corporation, to upgrade the system's hardware andsoftware to current release levels, expand the number of inbound lines to reduce busysignals to clients, and support the anticipated increase in call volumes following thetransition of Healthy Families to Medi-Cal beginning in January 2013 and the expansionof Medi-Cal beginning in January 2014. The enhancement will also add automated callback capability to allow clients to opt for a call back during peak call periods rather thanwaiting on hold. This is the first major upgrade to the system since it was originallyinstalled and is needed in order to preserve current service levels as call volumesincrease, maintain system reliability and maintenance support, and provide enhancedservice to clients.

Scope of Work

The scope of work includes but is not limited to:

. Replacement of the phone system's dual central processing units

. Upgrade of the phone system's operating system to current release level

. Addition of 24 Inbound and outbound trunks

. Upgrade of the system's call management software to current release level

. Upgrade of the system's call recording and quality management application tocurrent release level

. Addition of call back and outbound calling campaign capability

f- 24

0168BOARD OF SUPERVISORS Page 2Agenda Date: October 23,2012Title: BENEFIT SERVICES CALL CENTER TELECOMMUNICATIONS SYSTEM UPGRADE

. Migration of call management and call recording application to new serverhardware

. Project management

. Training

. On-Site cutover support

This upgrade ensures the continued availability of the communications technologyneeded by the Benefit Services Call Center to maintain the current high level of serviceto clients, adds capacity to handle increased call volumes, and provides additionaloptions for managing calls. Additionally the upgrade provides a solid platform that canbe further expanded to handle future case load increases and the anticipated case loadincrease associated with health care reform. Contract costs will be covered by existingstate and federal allocations with no additional County cost.

This project has been reviewed and approved by the County Information ServicesDepartment Telecom group.

IT IS THEREFORE RECOMMENDED that your Board:

1. Approve the contract with Siemens Enterprise Communications, Inc. in theamount not to exceed $178,585 and authorize the Human Services DepartmentDirector to sign said contract; and

2. Authorize the transfer of $172,085 into Fixed Assets as outlined in the attachedAUD 74.

Very truly Y9urs, tl' I A

~ ¿l Ml/ lLCECILIA ESPINOLA I r .Director

CE: LCN:ProjectslBoard LetterslFY12-13lAdmín ServícesiinBenefitServícesCallCenter TelecommunícatíonsSystemUpgradeREC~ )SUSAN A. MAURIELLOCounty Administrative Officer

Attachments: AUD-74

Cc: Information Services Dept.

24

COUNTY OF SANTA CRUZREQUEST FOR TRANSFER OR REVISION

OF BUDGET APPROPRIATIONS AND / OR FUNDS 0169

Department: Human Services Department Date: October 16,2012

TO: Board of Supervisors I County Administrative Officer I District Board

I hereby request your approval of the following transfer of budget appropriations and/or funds in the fiscal year ending - June 30,2013

AUDITORS USE ONLY

DOCUMENT # AMOUNT LIN TIC Hash

JO ! 344,170 2 43

IKeYed ByI Batch #Date

TIC

21Index

392100SubObject

8404User Code Amount Account Description

172,085 Fixed Assets

oI-

CtWl.CJZ~~

22 392100 3355 .. 17L 08§ MaiÐ.!~il1.QftïceEguipnien.!._

Eeu.

Explanation: Transfer of Appropriations for Call Center phone upgrade.

Name Rick Harron 72~~;.._ Title Chief of Fiscal Services

Auditor-Controller's Action: I hereby certify that unencumbered balance(s) is/are available in the appropriations/funds and in the amounts indicated above.

Auditor-Controller, by Deputy Date IOJ;ta/b

State of California )

County Administrative Officer's Action: ''"/, (l- RecOinend~!~ to Board

'Í5.:~::.~:~1 11 ~ /~As the Clerk of the Board of Supertisors of the County of Santa Cruz, i do hereby certify that the foregoing request for

ss. transfer was approved by said Board of Supervisors as recommended by the County Administrative Offcer by an order

duly entered in the minutes of said Board on

) Approved ) Not Recommended or Approved

County Administravive Offcer Date JOJ1r¡U2

County of Santa Cruz

20 By , Deputy Clerk

(A-C) * Decs: Item - Budget Transfer t=BRD. NAME AGENDA DATE Item No.

Distribution:White-Board of SupervisorsYellow-Auditor-Controller

AUD74 (HSD Rev 06/08)

Green-County Administrative OffcerPink-Originatiing Department

Goldenrod,Departmental Control Copy

24

TO: Board of SupervisorsCounty Administrative OffceAuditor Controller

COUNTY OF SANTA CRUZREQUEST FOR APPROVAL OF AGREEMENT

SERVICES DEPARTMENT 0170

(Signature) /£?/l611~te)ure certifies that appropriations/revenues are available

By:

AGREEMENT TYPE (Check One) CZJ Expenditure Agreement L~ Revenue Agreemait

The Board of Supervisors is hereby requested to approve the attached agreement and authorize the execution of same.

1. Said Agreement is between the County of Santa Cruz Human Services Department

and ¡Siemens Enterprise Communications, Inc., 5500 Broken Sound Blvd. Suite 260, Boca Raton, Fl.33487

2. The agreement will provide ¡upgrade Call Center phone system.

(Name/Address)

3. Period of the agreement is from ¡iOctober 1 2012 to June 30, 2013

4. Anticipated Cost is $ 178,585 CJFixed DMonthly Rate CJAnnual Rate rzi Not to Exceed

Remarks : Contact: Larry Caylor x4047; s/o 8404 in the amount of $172,085 (see Aud 74 for transfer of appropriations); s/o 3665 inthe amount of $6.500 fora total contract amount of $178.585. a

5.~etail: COlOn Continuing Agreements List for FY 1.- rJ PageCC~(_..oJ Section ii No Board Letter required, will be listed under item 8

Section ILL Board Letter RequiredSection IV Revenue Agreement

Contract No: OR !l1st Time Agreement

6. Appropriations/Revenues are available and are budgeted in 392100 (Index) see above (Subject)

NOTE: IF APPROPRIATIONS ARE INSUFFICIENT, ATTACHED COMPLETED AUD-74 OR AUD-60

GAppropriations available andare not

have been Contract No:

-~W &.:33J-O I

~oúli* Date: /P/Jb/I:iAuditor-Controller Deputy

encumbered.~Proposal and accounting detail reviewed and approved. It is recommended that the Board of Supervisors approve the agreement andauthorize the Human serv.. .ices Department Director;¡" behalfofth. County of Santa Cruz HumanServices Departent. tDate: j c/l l/íZ By: .

ICounty Administrative Offce

Distribution:Board of Supervisors - WhiteAuditor Controller - CanaryAuditor-Controller - Pink

Department - Gold

State of CaliforniaCounty of Santa CruzI, ex-officio Clerk of the Board of Supervisors of the County ofSanta Cruz, State of California, do hereby certify that the foregoing request for approval of

agreement was approved by said Board of Supervisors as recommended by the Countyadministrative Offce by an order duly entered in the minutes of said Board on 20_

ADM - 29 (4/08)Title 1, Section 300 Proc Man

By: Deputy Clerk

AUDITOR-CONTROLLER USE ONLY

CODocument No. JE Amount Lines HfTL Keyed By Date

TC110 $

Auditor Description

24Amount Index Sub-Object User Code

Contract No. 23 Cf31-ol0171

INDEPENDENT CONTRACTOR AGREEMENT

This Contract is entered into this 1st day of October, 2012, by and between the COUNTY OFSANTA CRUZ HUMAN SERVICES DEPARTMENT, hereinafter caned COUNTY, and SIEMENSENTERPRISE COMMUNCATIONS INC., 5500 Broken Sound Blvd. Suite 260, Baton Raton, F1 ,hereinafter caned CONTRACTOR The paries agree as follows:

1. DUTIES. As stated in the Schedule A, Products Order and Statement of Work forCounty of Santa Cruz, Project Expansion CONTRCTOR agrees to exercise special skill to accomplishthe following results:

A. Upgrade the Human Services Deparment, Can Center phone system from the current HiPath4000 V3 to the most current HiPath 4000 V6.

B. Install HiPath 4000 V6, OpenScape Contact Center Enterprise, OpenScape SIP Call Director

and Verint Impact 360 Operational Quality Monitoring (oQM) Solution VII.

C. Provide one year Verint standard support, 4 on-site Verint training days, 6 Verint Trainingcredits.

2. COMPENSATION. In consideration for CONTRACTOR accomplishing said result,COUNY agrees to pay CONTRACTOR as follows:

· Total cost not to exceed $ i 72,084. 70 for Hardware, Hardware installation, one year Verint

support, estimated tax and freight.

· Travel expense not to exceed $6,500.00

3. TERM. The term of this Contract shall be October 1, 2012 through June 30, 2013.

4. EARLY TERMINATION. Either party hereto may termnate this Contract at any timeby giving 60 days advance written notice to the other party. In the event of termination under this

Section 4 by COUNTY, COUNTY shall be liable to pay for all products delivered and servicesperformed up to the date of termination, as well as any non-recoverable costs incurred byCONTRACTOR as a result of the termination.

4. INEMNIFICA TION FOR DAMAGES. TAXES AND CONTRmUTIONS.CONTRCTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purposeof Section 4 and 5 of this Contract shall include, without limitation, its offcers, agents, employees andvolunteers) from and against:

A. Any and all third party claims, demands, losses, damages, defense costs, other legal costs,or liability of any kind or nature against COUNTY for injury to or death of persons, or damage toproperty as a result of, arising out of, or in any manner connected with the CONTRCTOR'S negligencein the performance under the terms of this Contract, excepting any liability arising out of the sole

REVISED 9/1 0 1

24

0172negligence of the COUNTY. Such indemnification includes any damage to the person(s), or property(ies)of CONTRACTOR and third persons.

B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to bepaid with respect to CONTRACTOR and CONTRCTOR'S offcers, employees and agents engaged inthe peiformance of this Contract (including, without limitation, unemployment insurance, social securityand payroll tax withholding).

C. The County shall give CONTRACTOR prompt written notice of such claims or causes ofaction or otherwise for which it seeks indemnification under this Contract and reasonably cooperatesin such defense.

6. INSURANCE. CONTRACTOR, at its sole cost and expense, for the full term of thisContract (and any extensions thereof), shall obtain and maintain, at minimum, compliance with all of thefollowing insurance coverage(s) and requirements. Such insurance'coverage shall be primar coverage asrespects COUNTY and any insurance or self-insurance maintained by COUNTY shall be considered inexcess of CONTRCTOR'S insurance coverage and shall not contribute to it. If CONTCTORnormally carres insurance in an amount greater than the minimum amount required by the COUNTY forthis Contract, that greater amount shall become the minimum required amount of insurance for purposesof this Contract. Therefore, CONTRACTOR hereby acknowledges and agrees that any and all insurancescared by it shall be deemed liability coverage for any and all actions it performs in connection with thisContract.

If CONTRCTOR utilizes one or more subcontractors in the performance of this Contract,CONTRCTOR shall obtain and maintain Independent Contractor's Insurance as to each subcontractoror otherwise provide evidence of insurance coverage from each subcontractor equivalent to that requiredof CONTRACTO:R in this contract, unless CONTRACTOR and COUNTY both initial here _ / _'

A. Types of Insurance and Minimum Limts

(I) Worker's Compensation in the minimum statutorily required coverage amounts.This insurance coverage shall be required unless the CONTRACTOR has no employees and certifies tothis fact by initialing here

(2) Automobile Liability Insurance for each of CONTRACTOR'S vehicles used inthe peiformance of this Contract, including owned, non-owned (e.g. owned by CONTRACTOR'Semployees), leased or hired vehicles, in the minimum amount of $500,000 combined single limit peroccurrence for bodily injury and property damage. This insurance coverage is required unless theCONTRACTOR does not drive a vehicle in conjunction with any part of the performance of this Contractand CONTRACTOR and COUNTY both certify to this fact by initialing here ~ / _'

(3) Comprehensive or Commercial General Liability Insurance coverage in theminimum amount of $1,000,000 combined single limit, including coverage for: (a) bodily injury, (b)personal injury, (c) broad form property damage, (d) contrctual liability, and (e) cross-liabilty.

(4) Professional Liability Insurance in the minimum amount of $1,000,000.

;.~ned single limit, if, and only if, this Subparagraph is initialed by CONTRACTOR and COUNTY

t£'_oB. Other Insurance Provisions

(1) If any insurance coverage required in this Contract is provided on a "Claims

Made" rather than "Occurrence" form, CONTRCTOR agrees to maintain the required coverage for aperiod of three (3) years after the expiration of this Contract (hereinafter "post Contrct coverage") and

REVISED 9/10 2

24

0173

any extensions thereof. CONTRCTOR may maintain the required post Contract coverage by renewal orpurchase of prior acts or tail coverage. This provision is contingent upon post Contract coverage beingboth available and reasonably affordable in relation to the coverage provided during the term of thisContract. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annualpolicy premium during the term of this Contract in order to purchase prior acts or tail coverage for postContract coverage shall be deemed to be reasonable.

(2) All required Automobile and Comprehensive or Commercial General LiabilityInsurance shall be endorsed to contain the following clause:

"The County of Santa Cruz, its offcials, employees, agents and volunteers are added asan additional insured as respects the operations and activities of, and on behalf of, the named insured'sperformance under itslhislher/their contract with the County of Santa Cruz."

(3) If any insurance policy of CONTRACTOR required by this document includeslanguage conditioning the insurer's legal obligation to defend or indemnify COUNY on the performanceof any act(s) by the named insured, then said insurance policy, by endorsement, shall also name theCounty of Santa Cruz as a named insured. Notwithstanding the foregoing, both the CONTRACTOR andits insurers agree that by naming the County of Santa Cruz as a named insured, the COUNTY may at itssale direction, but is not obligated to, perform any act required by the named insured under said insurancepolicies.

(4) CONTRACTOR shall do all things required to be performed by it pursuant to itsinsurance policies including but not limited to assuming liability to timely pay all deductibles and self-insured retentions (SIR) required to be paid. under any insurance policy that may provide defense orindemnity coverage to COUNTY or any additional insured.

(5) "Should any of the above described policies be cancelled before the expiration

date thereof, notice wil be delivered in accordance with the policy provisions."

Santa Cruz CountyHuman Services DepartmentAttn: Larry Caylor larry.caylor@hsd.co.santa-cruz.ca.us

1000 Emeline A venue, Bldg. ASanta Cruz, CA 95060

(6) CONTRACTOR agrees to provide its insurance broker(s) with a full copy ofthese insurance provisions and provide COUNTY on or before the effective date of this Contract withCertficates of Insurance for all required coverages.. All Certificates of Insurance shall be delivered orsent to:

Santa Cruz CountyHumans Services Departent

Attn: Larry Caylor1000 Emelien A venue, Bldg. ASanta Cruz, CA 95060

7. EQUAL EMPLOYMENT OPPORTUNITY. During and in relation to theperformance of this Contract, CONTRACTOR agrees as follows:

A. The CONTRACTOR shall not discriminate against any employee or applicant foremployment because of race, color, religion, national origin, ancestry, physical or mental disabilty,medical condition (cancer related), martal status, sexual orientation, age (over 18), veteran status, gender,pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include, but not be

REVISED 9110 3

;¡ 24

01'74

limited to, the following: recruitment, advertising, layoff or termination, rates of payor other forms ofcompensation, selection for training (including apprenticeship), employment, upgrading, demotion, ortransfer. The CONTRACTOR agrees to post in conspicuous places, available to employees andapplicants for employment, notice setting fort the provisions of this non-discrmination clause.

B. If this Contrct provides compensation in excess of $50,000 to CONTRCTOR and if

CONTRACTOR employees fifteen (15) or more employees, the following requirements shall apply:

(1) The CONTRACTOR shall, in all solicitations or advertsements for employeesplaced by or on behalf of the CONTRCTOR, state that all qualified applicants wil receive considerationfor employment without regard to race, color, religion, national origin, ancestry, physical or mentaldisability, medical condition (cancer related), maital status, sexual orientation, age (over 18), veteranstatus, gender, pregnancy, or any other non-merit factor unrelated to job duties. Such action shall include,but not be limited to, the following: recruitment; advertising, layoff or termnation, rates of payor otherforms of compensation, selection for training (including apprenticeship), employment, upgrding,demotion, or transfer. In addition, the CONTRCTOR shall make a good faith effort to considerMinorityl\omenlisabled Owned Business Enterprises in CONTCTOR'S solicitation of goods andservices. Definitions for MinoritylWomenlisabled Business Enterprises are available from theCOUNTY General Services Purchasing Division.

(2) In the event of the CONTCTOR'S material non-compliance with the non-discrimination clauses of this Contract or with any of the said rules, regulations, or orders saidCONTRACTOR may be declared ineligible for further contracts with the COUNY.

(3) The CONTRACTOR shall cause the foregoing provisions of subparagraphs7B(l) and 7B(2) to be inserted in all subcontracts for any work covered under this Contract by asubcontractor compensated more than $50,000 and employing more than fifteen (15) employees, providedthat the foregoing provisions shall not apply to contracts or subcontracts for standard commercial suppliesor raw materials.

8. INEPENDENT CONTRCTOR STATUS. CONTRACTOR and COUNTY havereviewed and considered the principal test and secondary factors below and agree that CONTRACTOR isan independent contractor and not an employee of COUNTY. CONTRCTOR is responsible for allinsurance (workers compensation, unemployment, etc.) and all payroll related taxes. CONTRACTOR isnot entitled to any employee benefits. COUNTY agrees that CONTRCTOR shall have the right tocontrol the manner and means of accomplishing the result contracted for herein.

PRICIPAL TEST: The CONTRACTOR rather than COUNTY has the right to control themanner and means of accomplishing the result contracted for.

SECONDARY FACTORS: (a) The extent of control which, by agreement, COUNTY mayexercise over the details of the work is slight rather than substantial; (b) CONTRCTOR is engaged in adistinct occupation or business; (c) In the locality, the work to be done by CONTRACTOR is usuallydone by a specialist without supervision, rather than under the direction of an employer; (d) The skillrequired in the particular occupation is substantial rather than slight; (e) The CONTRACTOR rather thanthe COUNTY supplies the instrumentalities, tools and work place; (f) The length of time for whichCONTRACTOR is engaged is of limited duration rather than indefinite; (g) The method of payment ofCONTRCTOR is by the job rather than by the time; (h) The work is par of a special or permssiveactivity, program, or project, rather than par of the regular business of COUNTY; (i) CONTCTORand COUNTY believe they are creating an independent contractor relationship rather than an employer-employee relationship; and G) The COUNTY conducts public business.

REVISED 9/10 4

24

0175

It is recognized that it is not necessary that all secondary factors support creation of an

independent contractor relationship, but rather that overall there are significant secondary factors thatIndicate that CONTRCTOR is an independent contractor.

By their signatures on this Contract, each of the undersigned certifies that it is his or herconsidered judgment that the CONTRACTOR engaged under this Contract is in fact an independentcontractor.

9. NONASSIGNMNT. CONTRACTOR shall not assign the Contract without the priorwritten consent of the COUNTY.

10. ACKNOWLEDGMENT. CONTCTOR shall acknowledge in all reports andliterature that the Santa Cruz County Board of Supervisors has provided funding to the CONTRACTOR.

11. RETENTION AND AUDIT OF RECORDS. CONTRACTOR shall retain recordspertnent to this Contract for a period of not less than five (5) years after final payment under this

Contract or until a final audit report is accepted by COUNY, whichever occurs first. CONTRACTORhereby agrees to be subject to the examination and audit by the Santa Cruz County Auditor-Controller,the Auditor General of the State of California, or the designee of either for a period of five (5) years afterfinal payment under this Contract.

12. PRESENTATION OF CLAIMS. Presentation and processing of any or all claimsarising out of or related to this Contract shall be made in accordance with the provisions contained inChapter 1.05 of the Santa Cruz County Code, which by this reference is incorPorated herein.

13. A TT ACHMNTS. This Contract includes the following attachments:

Attachment A--Schedule A-Products OrderAttachment B--Statement of Work for County of Santa Cruz, Project Expansion

14. LIVING WAGE.section is initialed by COUNY

This Contract is covered under Living Wage provisions if this

If Item # 14 above is initialed by the COUNY, then this Contract is subject to the provisions ofSanta Cruz County Code Chapter 2.122, which requires payment of a living wage to covered employees.Non-compliance during the term of the Contract with these Living Wage provisions wil be considered amaterial breach, and may result in termnation of the Contract and/or pursuit of other legal oradnnistrative remedies.

CONTRACTOR agrees to comply with Santa Cruz County Code section 2.122.140, if applicable.

15. MISCELLANEOUS. This written Contract, along with any attachments, is the full andcomplete integration of the partes' agreement formng the basis for this Contract. The parties agree thatthis written Contract supersedes any previous written or oral agrements between the pares, and anymodifications to this Contract must be made In a written document signed by all paries. Any arbitration,mediation, or litigation arising out of this Contract shall occur only in the County of Santa Cruz,notwithstanding the fact that one of the contracting parties may reside outside of the County of SantaCruz.

IN WINESS WHEREOF, the parties hereto have set their hands the day and year first above written.

REVISED 9/10 5

24

)6(1. 'jrlL

Address: 5500 Broken Sound Blvd. Suite 260

Company Name: Siemens Enterprise Communications Inc.

Boca Raton. FL 33487Telephone: 408-492-2348

Fax:

Email:

2. D AS TO INSURANCE:

1)11 Z-

DISTRIBUTION:. Human Services Department

· Auditor-Controller

. Risk Management

· Siemens Enterprise Communications. Inc.

Document!

REVISED 9110

246

3. COUNTY OF SANTA CRUZ

By:SIGNED

PRIJ'TED

4. OVED AS TO FORM: .

1

0176

EPO SCHEDULE A fJTTfCt fi EN j fJPage 1 of6

0177

SIEMENSSCHEDULE A

PRODUCTS ORDER

Customer Name and Invoice Address:

COUNTY OF SANTA CRUZ245 WESTRIDGE DRWATSONVILLE, CA 95076

Date:Page No.:Quotation No.:Last Modified:

10/12/2012

Product(s) Location Address (Premises):Upg Main Site HP4K & ProCenter to OSCC V8 - No Servers245 WESTRIDGE DRWATSONVILLE, CA 95076

Reference Agreement No.:Reference SOW No.(s):Reference Exhibit No(s):

E12E101299410110/12/201212:30

(x) APS() Other

32427

PSST SOPST SPEULASOW# 12CSC08001

Agreement Type:

Customer Contact: Scott PugmireEmail: Scott.Pugmire@hsd.co.santa-cruz.ca.us

Siemens Region Offce Address:Siemens Enterprise Communications Inc.5500 Broken Sound Blvd.Suite 260Boca Raton, FL 33487

Siemens Contact: Ray Saturnino

Intended Cutover/Implementationllnstallation 12/30/2012

Date:

Quote Expiration Date: 10/3112012

Scope Of Work: Siemens will provide the Products and/or Services, as applicable. as further set forth beginning on the next page.

Purchase Price excluding sales tax: $158,814.65

By signing this Ordering Document (Schedule A), Siemens Enterprise Communications, Inc (Siemens) and the Customer (you) agree that theterms of the referenced Agreement for Products and Services (APS) or other agreement. whichever is applicable (Agreement), and thereferenced Exhibit(s) and referenced Statement(s) of Work apply to the Products and Services listed in this Schedule A. Site-specific termsare set forth herein The prices in this Schedule A are valid provided Siemens receives the Schedule A and, if applicable, the referencedAgreement, signed by you, on or before the Quote Expiration Date specified above, and these documents are acceptable to Siemens.

COUNTY OF SANTA CRUZAccepted By:Siemens Enterprise Communications, Inc.

By:Authorized Signature ~By: .' .~~

Name (Type or Print) Date

Siemens Enterprise Communications, Inc."Siemens Enterprise Communications, Inc" is a Trademark Licensee of Siemens AG EPO REL 2.36.2

http://epo2.g1obal-ad.net/SCHEDULE _ A.asp?QuoteNumber=E 12E 101299410124

10/12/2012

EPO SCHEDULE A Page 2 of6

0178

Schedule A1011212012

PageQuotation No. E12E1012994101

101121201212:30

SITE-SPECIFIC TERMSFor: COUNTY OF SANTA CRUZ

This Schedule A, which contains proprietary Product, Softare and/or Services and pricing information, has been prepared for the expresspurpose of allowing you to evaluate the information contained herein relating to the Product, Softare and Services offering, as applicable, ofSiemens Except as otherwise required by law. it may not be reproduced, used by or disclosed to persons not employed or retained by you forthe evaluation and implementation of this Schedule A without Siemens' prior written consent.

Any performance by Siemens against this order is subject to and contingent upon credit approval, at Siemens' sole discretion. Siemens reservesthe right to modify or withdraw credit terms at any time without notice, and to require guarantees, security or payment in advance of delivery ofthe Products, Softare and/or Services. as applicable.

The payment terms for this Schedule A are as follows: You will receive a first invoice for 30% of the Purchase Price, which is due no later than30 days after your execution of the Schedule A; a second invoice for 60% of the Purchase Price, which is due no later than 30 days after theinitial delivery of any of the MAC Products and/or MAC Softare to the Premises; and a third invoice for the remaining 10% of the PurchasePrice, which is due no later than 30 days after the Installation Date of the MAC Products and/or MAC Software. 90% and 10% of the total MACProducts and/or MAC Softare transportation charges and applicable taxes and governmental fees. for which you are liable. will be invoiced toyou as separate line items on the second and third invoices. respectively, and are due at the same time as the payment of the Purchase Priceon each invoice.

In the event you fail to make any payments when due under this Schedule A or subsequent orders relating to the Products. Softare and/orServices, as applicable, Siemens may immediately suspend performance until payment is received. If any amount due is not paid in accordancewith the specified terms, you agree to pay Siemens on demand a late charge of 1.5% per month or the maximum rate permitted by law, on suchoverdue amount. The late charge will accrue from the due date until such amount is paid.

This Schedule A and any subsequent Installation Change Order does not provide any estimated taxes. Taxes will be verified against local salestax regulations and other applicable laws or regulations and reflected in Siemens' invoices to you.

Notwithstanding anything to the contrary in the Agreement, you are responsible for the Products' transportation charges to your Premises.These charges will be based on the pre-tax net purchase price of the equipment portion of the Products specified in the Schedule A and ICOand will be included on an invoice to you.

Should you intend to lease-finance the Products set forth on this Schedule A. you must provide to Siemens notification of such intent and thefollowing completed documents properly signed prior to your execution of this Schedule A: (1) a purchase order or similar document and a valid,properly executed Resale Exemption Certificate from your leasing company, and (2) a Siemens Assignment of On-Order Products documentsigned by you and your leasing company If Siemens does not receive this required documentation by the time this Schedule A is signed, theorder will be deemed a completed purchase transaction, the lease/sales designation is void and of no effect, and you will be liable to paySiemens the Purchase Price on the Schedule A, including all applicable taxes, pursuant to Siemens' standard payment terms, specified above.The lease/sales designation of this Schedule A is valid only upon acceptance by Siemens of the required documents, which acceptance shall bemade by execution of the Schedule A and the Assignment on Order of Products by Siemens.

If Siemens is providing installation Services. and Siemens determines that a site survey is required, the prices in this Schedule A are preliminaryprices pending a full site survey of the Premises. Final prices will be provided only after completion of such a survey. Siemens provides remoteproject management and eight hours of in-service support as a default with all Siemens provided installations. On.site project management andflexible deployment services are listed as budgets to provide services based on the presented requirements of the installation.

Any Siemens provided education and training on a Siemens Ordering Document must be completed in total within six months after (i) the later ofthe shipment date. Cutover Date or date of acceptance, as applicable, for the Product(s) set forth on the Ordering Document, or (ii) the signaturedate on the Ordering Document if only Siemens provided education or training Services, and no Product(s), are set forth on the OrderingDocument. In the event any ordered Siemens provided education and/or training is not completed in such period, Customer shall be deemed tohave cancelled such training and/or education. The Customer agrees that any damages incurred by Siemens as a result of such cancellationare difficult to ascertain and that as liquidated damages and not as a penalty, all payments for the Siemens provided training deemed cancelledshall be forfeited by Customer and Siemens will not refund or credit any charges for such education and/or training, nor apply the amount of anysuch education and/or training charges to any other subsequent Ordering Document Customer may place with Siemens.

Siemens shall not be obligated to perform any obligations under this Agreement and Schedule A and shall not incur any liability or consequenceas a result of such non-performance to the extent that performance would constitute a violation of or would result in the imposition of anysanctions under any law. regulation or other applicable national or international foreign trade and customs requirements or embargos.

Siemens Enterprise Communications, Inc. EPa REL 2.36.2

24http://epo2.global-ad.net/SCHEDULE _ A.asp?QuoteNumber=E 12E 1 0 129941 0 1 10/12/2012

EPO SCHEDULE A Page 3 of6

0179Schedule A10/12/2012

PageQuotation No. E12E1 012994101

10/12/201212:30

PRODUCTS ORDERDETAILED LIST OF PRODUCTS AND SERVICES

For: COUNTY OF SANTA CRUZ

Product(s) Location Address (Premises):Upg Main Site HP4K & ProCenter to OSCC V8 - No Servers - 245 WESTRIDGE DR , WATSONVILLE CA 95076 Customer No.: 8348035

Location Stations/Connections Summary:Analog Stations: 0Digital Stations: 0IP Stations: 0s~p Stations: 4

Trunking Connections: 24Cornet Connections: 0

Custom MAC to Hipath 4000 V6Additional Flex LicensesHiPath 4000 Power Redundancy ExpansionNumber of Local Trunk Connections

Subtotal

HPS Custom Labor for ProCenter MigrationHPS Labor for ProCenter Migration

Subtotal

HiPath 4000 V6

SWA HiPath 4000 (per connection user trunk)SWA HiPath 4000 V6 Base Software cPCI (per system)SWA HiPath 4000 V6 Duplex Control (per system)

Subtotal

HiPath 4000 V6 UpgradesHP4000 V6 Upgrade License 4000 V3 to V6Installation Kit XSSoftare Kit and Labor to Upgrade V3 to V6

Upgrade DSCXL processor to V2

Subtotal

OpenScape Contact Center Enterprise vaCustom MAC Base Package Callback ImplementationCustom MAC Base Package Outbound ImplementationCustomer Provided ServersEnterprise V8 - 1 Callback User LicenseEnterprise V8 - 1 Port Call Director s~p Service LicenseEnterprise V8 - Base Upgrade Enterprise V7.0 to V8 system licenseEnterprise V8 - Call Director System LicenseEnterprise V8 - Outbound System LicenseEnterprise V8 - Upgrade V7.0 Enterprise to V8 per AgentEnterprise v8 - Base Call Director Sip Service LicenseSWA OpenScape Contact Center Enterprise Base SystemSWA OpenScape Contact Center Enterprise User (per user)Skills-based Routing System LicenseUpgrade HPPC V6.5 or older to OSCC Vl.O

Subtotal

OpenScape Personal Edition V7OpenScape Personal Edition V7 HFA User LicenseOpenScape Personal Edition V7 Media DiscSWA OpenScape Personal Edition HFA (per user)

Subtotal

Regional Installation ServicesAdditional In.Service Coverage days

Q. List4 837.24

24 282.9624 7,711.19

8,831.39

Q. List8 0.00

0.00

Q. List373 0.00

1 0.001 0.00

0.00

Q. List349 25.253.64

1 1.105.501 3.685.002 18.760.00

48,804.14

Q. List1 0.001 0002 0.00

35 16,415.004 2,465.601 696.801 2.948.001 1,474.00

35 5.628.001 0.001 0.00

35 0.001 5,226.00

35 6,542.55

41,395.95

Q. List5 515.901 22.115 000

538.01

Q. List1 0.00

http://epo2.global-ad.net/SCHEDULE _A.asp?QuoteNumber=E 12E 1012994101

Install Discount Total0.00 (150.67) 686.570.00 (96.23) 186.73

40260 (1,818.09) 6.295.70

402.60 (2,064.99) 7,169.00

Install Discount Total1,560.00 (0.00) 1.560.00

1,560.00 (0.00) 1,560.00

Install Discount Total0.00 (0.00) 0.00000 (0.00) 000000 (0.00) 000

0.00 (0.00) 0.00

Install Discount Total0.00 (4,544.63) 20.709.010.00 (375.97) 729.53

4,500.00 (663.15) 7,521.85560.00 (6.380.09) 12,939.91

5,060.00 (11,963.84) 41,900.30

Install Discount Total4,080.00 (0.00) 4.080.001,360.00 (0.00) 1.360.001.360.00 (0.00) 1,360.00

0.00 (2,954.03) 13,460.970.00 (443.71) 2,021.89

5,480.00 (125.40) 6,051.402,040.00 (530.52) 4,457.48

0.00 (265.26) 1,208.740.00 (1.012.81) 4.615.190.00 (0.00) 0.000.00 (0.00) 0.000.00 (0.00) 0.000.00 (940.47) 4,285.53000 (1,17739) 5,365.16

14,320.00 (7,449.59) 48,266.36

Install Discount Total000 (92.84) 423.06000 (3.98) 18.13000 (0.00) 0.00

0.00 (96.82) 441.19

Install Discount Total1,120.00 (õ 1.120.00

2410/12/2012

EPO SCHEDULE A

24

Advanced System Design

Subtotal4 0.00 500.00

0.00 1,620.00

Siemens Enterprise Communications. Inc.

http://epo2.global-ad.net/SCHEDULE _ A.asp?QuoteNumber=EI 2E1 0 12994 I 0 I

Page 4of6

0180(0.00) 500.00

(0.00) 1,620.00

EPO REL 2.36.2

10/12/2012

EPO SCHEDULE A

PRODUCTS ORDERSUMMARY OF PRODUCTS AND SERVICES

For: COUNTY OF SANTA CRUZ

0181

Schedule A10/12/2012

PageQuotation No. E12E1 012994101

10/12/201212:30

Sites/Locations:List Install Discount Total

Upg Main Site HP4K & ProCenter to osce V8 - No 99.569.49 22,962.60 (21,575.24) 100,956.85Servers

Subtotal 99,569.49 22,962.60 (21,575.24) 100,956.85

SubLabor:

Subtotal

Additional Material:Freight not to exceed $1250 NOT included in pricing.Siemens travel and expense estimate not to exceed$4000 NOT included in pricing but will be billed bySiemens based on actuals.Taxes estimated at $11,240 NOT included in pricingbut will be billed by Siemens based on actuals.Verint Pricing - QT08803-3 (60 Ultra 9ETM/CCQ/Screens to oQM v11, 1 yr std support,Operational QM Implementation, 4 on-site trainingdays, 6 Verint Training CreditsVerint travel and expense estimate not to exceed$2500 NOT included in pricing but will be billed bySiemens based on actuals.

Subtotal

FIPS:

Subtotal

Program Adjustments:

Subtotal

Siemens Enterprise Communications, Inc.

http://epo2.global-ad.net/SCHEDULE _ A.asp?QuoteNumber=E J 2E 1012994101

57,857.80

57,857.80

EPO REL 236.2

Page 5 of6

Total

0.00

Total0.00

0.00

0.00

0.00

Total

0.00

Total

0.00

2410112/2012

EPO SCHEDULE A

PRODUCTS ORDERSUMMARY OF PRODUCTS AND SERVICES

For: COUNTY OF SANTA CRUZ

Stations/Connections Summary:Analog Stations: 0Digital Stations: 0IP Stations: 0SiP Stations: 4

Trunking Connections: 24Cornet Connections: 0

SUB TOTALS:

SW/Licensing:SW/Licensing Disc:

Materials:Materials Disc:

Partner Product:PartnerProduct Disc:

Labor:Labor Hours Adj:Labor Discount:

Sub Labor:Additional Materials:

FIPS:Prgm Adjustments:

Price

$76,733.28 +

$13,808.87 -$22,836.21 +

$7,766.37 -$0.00+$0.00 -

$22,962.60 +

$0.00+$0.00.$0.00+

$57,857.80 +

$0.00+$0.00+

Running Total

$76,733.28$62,924.41$85,760.62$77,994.25$77,994.25$77,994.25

$100,956.85$100,956.85$100,956.85$100,956.85$158,814.65$158,814.65$158,814.65

Page 6 of6

0182

Schedule A10/12/2012

PageQuotation No. E12E1 012994101

10/12/201212:30

NET TOTALS: PRODUCT: $135,852.05 + LABOR: $22,962.60 = TOTAL: $158,814.65

Siemens Enterprise Communications, Inc.

24:http://epo2.global-ad.net/SCHEDULE _ A.asp?QuoteNumber=EI2EI0 12994 1 0 1

EPO REL 2.36.2

10/12/2012

0184

Table of Contents

1. Introduction................................................................ ................................... 3

2. Overview.... ..................... ............... ............ .............. .......... ........................... 32. i Project Overview... . . .. .... ... . ........... ....... . ...................................... ....................... 3

2.2 Products and Services Overview.. ........... ...... ... ...... .................. 33. SOW Scope ...................................................................................................5

3.1. Site List. ... .. ..... .... ...... ....... ..... .... ......................... ........... 53.2. Customized Services ..................... ...................... ........................... ............................... .......... .... 5

3.3. Timeline.. . .... ................................................... ...53.4. Support Documents ................. .......63.5. Deliverables.. ............................................. .................... ..... ................... 63.6. Exclusions from Scope... ............ ............ ... ......................... .. ..... .............7

4. Project Team Contact Information................................................................. 7

5. Customer Responsibilities............................................................................. 8

6. Project Assumptions ......................................................................................9

7. Change Orders............................................................................................. 10

24

0185

1. IntroductionThis Statement of Work ("SOW") is made by and between Siemens Enterprise Communications, Inc. ("Supplier")and County of Santa Cruz ("Customer") effective on the date reflected on the cover page of this SOW ("EffectiveDate"). This SOW includes the Products and Services that Supplier will provide to Customer, the Supplier'simplementation process, responsibilities of the paries and items that are out of scope for this SOW.

The Products and Services specified in this SOW are be governed by the terms and conditions of the Agreementfor Products and Services No. 32427 by and between the parties ("APS"), Schedule A Ordering Document No.EI2E0810815601 ("Schedule A"), and all exhibits referenced on the Schedule A (collectively, the "Agreement".Capitalized terms in this SOW shall have the meanings assigned to them in the Agreement, or as defined herein.

2. Overview

2.1 Project Overview

Customer currently has a HiPath 4000 V3, Xpressions V6 and HiPath ProCenter V6.5 installed in its main sitelocation at 245 WESTRIDGE DR, WATSONVILLE, CA 95076 ("Main Site"), which also provides support fortheir contact center. Customer would like to expand existing site capacity at the Main Site to provide additional

groups within their business to take advantage of the contact center functionality.

Supplier will expand Customer's environment to:Upgrade and expand HiPath 4000 V6.0

. Duplex processor

. Additional T1 card

Upgrade OpenS cape Contact Center V8R I (collectively, "Solution").

A subcontractor of Supplier, Adtech Global Solutions, Inc. ("Subcontractor") will install, configure and expandthe Customer's Verint environment to:

. Verint Operational Quality Management (QM) vII

. Load Verint application software on up to 5 agents and 2 supervisors per recorder

. Confirm operation ofQM and client installations on up to 5 agent and 2 supervisor workstations.

. Perform testing and complete documentation for the Customer for the Main Site

. Up to 2 knowledge transfer training sessions to the technical support staff in loading and configuringsupervisor and agent client software.

. Provide on-site cutover support for up to 4 hours during the Solution cutover

. Provide post cutover support for 8 hours during the first business day after the Solution cutover to re-

solve and agent and/or supervisor issues

. Perform server administration knowledge transfer with Customer's server personnel including to ar-

chitectural overview, scheduled maintenance, database maintenance, and operation, care and trouble-shooting of the QM application servers.

Supplier wil perform design and installation Services for the Products included under this SOW.

2.2 Products and Services Overview

24

0186

2.2.1 A complete list of Products and Services that Supplier wil provide to Customer is specified in theSchedule A, and summarized in the following table(s). In the event of any inconsistency between the be-low table(s) and the list of Products and Services in the Schedule A, the list in the Schedule A wil pre-vail

Main Site HiPath 4000 Designed to deliver resilient telephony for HiPath 4000 Flex Standard DSCXL2V6 both TOM and IP users, the HiPath 4000 User license processor cards

designed to operate over the Customer'sexisting local area network ("LAN")/wide area network ("WAN") infrastruc-ture.

Main Site OpenS cape Designed to provide skills-based routing OpenScape Con- Customer ProvidedContact Cen- the application is also capable of deliver- tact Center Blade Server

ter Enterprise ing multi-media (email, callback, web . agent licenserouting)to the agent desktop as well assupervisor call monitoring and reporting. and supervi-

sor license

. agentcallback li-cense

. skils- basedrouting sys-

tem license

. outboundsystem li-cense

. call directorsystem li-cense

Main Site OpenS cape Designed to provide announcements in OpenS cape Con- Customer ProvidedSIP Call conjunction with queues for the contact tact Center Call Blade Server

Director center Director SIP Ser-

vice License

. base

. ports

Main Site Verint Impact Impact 360 Quality Monitoring is part of LIC,Ultra 9 Customer Provided360 Opera- the Impact 360 Workforce Optimization ETM/CCQ/Screen Blade Server

tional Quality suite from Verint. With the ability to to QM vi iMonitoring capture interactions across traditional(oQM) Solu- TOM, IP and mixed telephony environ-tion vll ments, it features high-volume and busi-

ness-driven recording functionality acrosscommunication channels - combinedwith performance management and ac-tionable learning functionality.

. Subcontractor wil provide Verint approved hardware documentation including CPU, memory, disk space

for all hardware needed for an enterprise instalL.

24

0187

. Customer will load and configure supplier provided operational Workforce Optimization (WFO) tem-

plates including Microsoft Server OS and SQL software per the supplier provided Customer FurishedEquipment (CFE) Guide.

. Subcontractor wil verify connectivity to Customer LAN/WAN and confirm internal communication

connectivity.. Subcontractor wil use Verint/Supplier approved integration method to HiPath 4000. Customer will con-

figure HiPath 4000 OSCC V8RI applications per the agreed upon Subcontractor provided integrationdocumentation. Customer will provide CAP for cn integration.

Instal1ation Services Supplier will provide consulting and technical guidance to assist the Customer withthe design and implement the solution to be provided under this SOW.

Supplier and/or Subcontractor will install the Products.

Services will be performed on-site and remotely. As such, Customer will be requiredto provide remote access to the Supplier project team.

3. SOW Scope

3.1. Site List

The following sites are included within the scope of this SOW:

Site Name Site Type (Main or Remote) Address

Main Site Main 245 WESTRlDGE DRWATSONVILLE, CA 95076

3.2. Customized Services

Supplier will upgrade the current HiPath 4000 to V6, add an additional trunk card as well as upgrade the currentProCenter V6.5 to OpenScape Contact Center V8RI and test the Solution. Supplier will migrate configurationinformation from ProCenter V6.5 to OpenS cape Contact Center V8Rl. In addition, the Customer currently hasOpenS cape Xpressions V6 and that system will also be included in the testing. Supplier will install and configurethe QM vi i in a production environment. This will be a net new install with no upgrade path from express QM.Express QM will be a stand-alone system.

3.3. Timeline

A project schedule will be mutually developed with the Customer during the project kick-off meeting. Milestones

of the implementation include:. Kick-off meeting and design review. Verint Operational oQM overview

. Project management (ongoing)

. Implementation design phase

. Installation readiness validation

. QM production implementation

. Administrative and user knowledge transfer

. Business implementation and technical training

. Operational QM and product integration and testing

. Technical reviews

. Cutover

24

. Post cutover (Day I) support

. Support turnover

. Project review and closure

3.4. Support Documents

0188

The following documents developed for this project will be provided to the Customer during this project.

Customer Workbook or "AsBuilt Document"

The information provided by the Custom-er required by Supplier to complete itsdesign and implementation obligationsunder this SOW and as specified on theSchedule A.

Yes

Project Milestone Schedule NoEstimate timeline of implementationmilestone events.

Cutover Test PlanSupplier's standard testing criteria used atcutover to verify connectivity and func-tionality of installed Products.

Yes

Yes

Acceptance Test Plan

Supplier's standard testing crIíeria and anyother mutually agreed upon test criteriaused to verify the functional operation ofinstalled Products in a production modeafter the cutover.

Verint - Customer Signed COS YesObtain customer confirmation of a com-pleted project for Verint

Verint - Site EnvironmentGuide

Provide a Built System Design, Implemen-tation, and System Configuration SolutionDesign Documentation

No

Verint - Support TurnoverDocuments

NoTransition of Project to Support

Verint - Operational QualityMonitoring TrainingCurriculum / Trainingschedule

Supplier or Subcontractor wil, as part of

the implementation methodology,coordinate all Verint University trainingsessions to be provided via remote webbased training and/or onsite VerintUniversity courses. Supplier orSubcontractor wil work with theCustomer to schedule training dates as partof this implementation SOW.

No

Training Plan

Identifies the required product, administra-tive and user training and associated train-ing schedule for the solution described inthis SOW and priced on the Schedule A.

Yes

3.5. Deliverables

24

0189

Acceptance for each deliverable will be completed as provided in the table below. For the avoidance of doubt,only the deliverable(s) identified in this Section 3.5 are subject to acceptance under this SOW and the Schedule A.Support documents identified in Section 3.4 above are not considered deliverables for the purpose of this Section3.5.

Installed Products Acceptance will be completed in accordancewith Section 4 of the Siemens OpenScaleSupplemental Terms Exhibit to the Agreement

The Products materially performin accordance with the Ac-ceptance Test Plan under Section3.4.

3.6. Exclusions from Scope

The following items are specifically excluded from. and will not be provided by Supplier under, this SOW:

. any work, resource, effort, labor, service, task, activity, function, responsibility, not explicitly statedin this SOW including but not limited to any goods, products, supplies, equipment, parts, compo-nents, assembly, accessory, cable, materials, articles, hardware, firmware, or software, or any hard-ware or software licenses, other than those specifically described on the Schedule A;

. maintenance Services;

. installation of more than three (3) desktop clients for the applications on the Schedule A;

. training Services, except as listed on the Schedule A;

. connection test repetition due to problems with third party equipment;

. expenses from telecommunication company providers, including data access and telephony systemscosts;

. delivery or installation of facility environmental conditions and other equipment needed for installa-tion of the Products included under this SOW;

. any devices related to the network infrastructure components;

. custom application development or business process integration unless described in this SOW;

. any services for deploying a disaster recovery configuration;

. any custom reports not described in this SOW; and

. other networking services not described in this SOW.

4. Pro. ect Team Contact Information

Supplier Brad Chapin i Sales Engineering

Customer Larry Caylor Information Ser-vices Manger

Customer Scott Pugmire

Customer ¡ Todd Estabrooks SystemsAnalyst

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831-454-4049

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9J&al12

24

0190

5. Customer ResponsibiltiesThe obligations and responsibilities of Supplier are subject to and conditioned upon the Customer being responsi-ble for and successfully meeting each of the following obligations.

A. The Customer will provide and/or install the following equipment that meets the Supplier's minimum re-quirements:

. physical plant infrastructure, such as cabling and applicable environmental requirements (i.e., power,

space, air conditioning, etc.) prior to the Supplier's commencement of on-site work;. data network infrastructure:

. phone placement information, including marked floor plans identifying all phone types, locations, exten-sion numbers and cabling identification numbers;

. racks and associated equipment, such as data racks, monitors for all applications servers, CAT 5/6 patch

cords:. servers, including server hardware and software required, unless specifically identified on the Schedule

A. VMware virtal softare and virtual machine server platforms; and. re-used equipment and cable, including any currently installed equipment to be re-used.

. Provide Supplier and Subcontractor with access only to its premises and equipment in connection with

performance of its obligations hereunder.. Maintain the installation site in accordance with environmental and other specifications provided by Sup-

plier and Subcontractor, if any. Throughout the term of this Agreement, Supplier reserves the right tocease performing services at a particular site, if, in the judgment of its service representative, his abilityto perform services is unduly hampered by the acts, omissions or workplace conditions of the Customer.

. Provide acknowledgment of onsite installation to include date, special condition of the installation or pre-cautions needed to complete the installation.

. Configure their network, per the Verint Express Recording Installation ManuaL. Details to be discussed at

the Project Kick-Off Meeting.. Provide access to their facility and area of installation.. Allowable time for successful install as outlined in milestone.. A vailable site personnel to be trained and avail for contact.

. Provide adequate power for installed equipment.

. Verify all extensions to be recorded.

Any delay in the performance of the foregoing obligations shall extend any agreed-upon deadlines or target datesfor Supplier's performance hereunder, so as to reasonably account for such delay.

The Customer shall at its expense:. Prepare and maintain the site of the equipment in accordance with manufacturer's specifications.. Provide safe working conditions, appropriate utility service and subject to reasonable and necessary secu-

rity regulations, access to all equipment.. Customer shall not cause or permit any person other than Supplier's authorized designee to service

equipment, except for the replenishment of consumable supplies and the performance of diagnostics andservices described in manufacturer's documentation.

· Customer is solely responsible for providing backup of all Software and data as well as safeguarding allprograms, data, and removable storage media before Supplier's maintenance service begins.

. The Customer is also responsible for providing all supplies such as expendable batteries, recording me-dia, or other consumables are not included under this SOW.

. Customer is solely responsible for providing the connectivity between the premise phone switch and ourequipment. This is to include purchase of any cabling from the switch to a punch down block and fromsaid block to equipment. Said cabling shall be and incepted and tested with results presented to the Sup-plier's engineer prior to commencement of work.

· Customer is solely responsible for all licensing and configurations required to properly interface the PBXenvironment to the Verint applications.

B. The Customer is responsible for:· participating in the project implementation review process and approving of all necessary documents pri-

or to commencement of the Product installation;. completing the design workbook prior to the design workshop;

24

0191

. providing a high speed, secure, remote access connection between Customer's network and Supplier's

support center to the Supplier's specifications;. providing network and telecommunications company coordination;

. ensuring that Supplier has all necessary, safe and prompt access to the premises and equipment (whether

physical or virtual) at such times as Supplier deems necessary to perform its obligations under this SOW;· the performance of its network, including but not limited to any equipment provided by Customer or a

vendor other than Supplier. If Customer's network or any equipment not provided by Supplier does notmeet Supplier's minimum performance requirements, Customer agrees to promptly remedy the deficien-cies. Customer acknowledges that Supplier's performance may be delayed until such time as such defi-ciencies are remedied:

· re-installing and upgrading any existing or re-used equipment, as necessary, unless specified on theSchedule A:

. moving current message and user information stored on de-installed equipment to the applicableOpenS cape Products provided under this SOW, except as specified on the Schedule A;

. providing suitable training facilities for end user training sessions;

. removing and disposing of any existing equipment, as applicable; and

· reimbursing the Supplier for travel and expense costs incurred by Supplier during the performance of thisSOW.

Travel will be booked adherent to Supplier's travel policy. Supplier employees required to travel underthis SOW shall travel in business class for any flight over 10 hours in duration (direct flights, non-stop).

Item Not to exceed $2,500 for Verint installation and$4,000 for OpenS cape Contact Center installation

Airfare Flights that would exceed $1000 round-trip airfarewill require approval by the Customer

Room, board and miscellaneous expenses Meals and lodging $200 per dayCar rental and gas $100 per day

. A supported version of Internet Explorer and JRE is required on each machine that is to be used.

. Allowed administrator access to the machines that the software is being installed· Customer needs to install the server, power the system up and get the system on the network and domain.· The Customer shall not make any modifications to the Solution hardware. If Customer has modified the

Solution in any way without Supplier permission and prior written consent, Supplier will be under no ob-ligation to provide any service until such time as the issue is resolved to the satisfaction of Supplier.

6. Project AssumptionsSupplier's performance under this SOW, including but not limited to the project schedule, performance levels,charges and pricing, are contingent upon the following assumptions and conditions:

. Project implementation wil be completed in a single phase;

. Supplier's performance under this SOW will be done during standard business hours of Monday - Fri-day, 8 am to 5 PM, excluding Supplier holidays;

. All Customer site environmental requirements and physical plant requirements, including but not limited

to cabling, are in place prior to delivery of Products and Services under this SOW to the relevant Cus-tomer site(s);

. No specific security requirements such as US citizen only or a specific security clearance is needed; and

. Special work rules, such as safety training or coordination with collective bargaining units must be identi-

fied by Customer at the start of the project. Any additional costs resulting from special workrules/certifications/equipment will be paid for by Customer.

· Verint software support starts as soon as the license is purchased (usually within 1 - 2 weeks of receipt ofPO). Hardware support if provided begins the day the server ships. Delays in the project will not changethese dates.

The schedule of performance, charges, and/or pricing is subject to modification in the event of any deviation fromthe aforementioned assumptions.

24

0192

7. Change OrdersEither party may request changes to this SOW. Any changes to this SOW wil be documented by Supplier on aChange Order form, which wil include a description of the change and its impact on the project, including anyimpact on costs/charges and schedule. All paries will evaluate the change for approval. Any such changes wilnot be effective until a Change Order form reflecting the changes has been created, agreed upon and signed by theparties.

By the signatures of their duly authorized representatives below, Supplier and Customer, in-tending to be legally bound, agree to all of the provisions of this SOW as of the Effective Dateset forth above.

AGREED TO ACKNOWLEDGED BY:

Siemens Enterprise Communications, Inc. County of Santa Cruz

By:

Name: (Print) ~~''-1e. ~r'~'ic_r- Name: (Print)

Title:M l'.Ht c~ \cL- '\ Ar.a iy l' Title:

Date: J 0 IIJ.l )Y- Date:

24