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21-142.00 RingCentral: VoIP Phone Services DocuSign Envelope ID:EE925950-9565-4813-A176-9281FF647ADC Ll-111 2, RlngCentral INITIAL ORDER FORM - MVP SERVICES This Initial Order Form is a binding agreement between RingCentral, Inc.("RingCentral") and City of Spokane Valley, ("Customer" or "You") (together the "Parties"), for the purchase of the Services, licenses, and products listed herein. This Initial Order Form is subject to the terms and conditions specified in the applicable Agreement between the Parties. Capitalized terms not defined herein shall have the same meanings as set forth in the applicable Agreement between the Parties. Customer Service Provider City of Spokane Valley RingCentral, Inc. 10210 E. Sprague Avenue I 20 Davis Drive Spokane Valley, WASHINGTON 99206 Belmont, CA 94002 United States United States Chad Knodel 5099211000 cknodel©spokaneval ley.org Customer UID Service Commitment Period Start Date: 08/31/2021 Initial Term: 36 Months Renewal Term: 12 Months Payment Schedule: Annual Firi Ce nt ra I RingCentral Inc.,20 Davis Drive,Belmont,CA 94002,United States 1 CONFIDENTIAL:This document contains information that is the confidential and proprietary property of RingCentral.Neither this document nor the information herein may be reproduced, used or distributed to or for the benefit of any third party without the prior written consent of RingCentral or pursuant to a confidentiality agreement. This quote is not binding until accepted in writing by Customer and RingCentral. DocuSign Envelope ID:EE925950-9565-4813-A176-9281 FF647ADC RingCentral MVP Services Recurring Services Summary of Service Qty Rate Subtotal Additional Local Number 400 $1.20 $480.00 DigitalLine Unlimited Standard 114 $180.00 $20,520.00 DigitalLine Unlimited Standard $126.00 Compliance and Administrative Cost $42.00 Recovery Fee e911 Service Fee $12.00 DigitalLine Basic 37 $173.88 $6,433.56 DigitalLine Basic $119.88 Compliance and Administrative Cost $42.00 Recovery Fee e911 Service Fee $12.00 RingCentral Video 1 $0.00 $0.00 Polycom Trio 8500 Conference Phone - Rental 7 $90.00 $630.00 Polycom VVX 450 Business IP Phone - Rental 110 $12.00 $1,320.00 Polycom OBi302 ATA - Rental 4 $18.00 $72.00 Unify OpenScape Desk Phone CP100 - Rental 30 $18.00 $540.00 Annual Recurring Services* $29,995.56 Total Initial Amount ' $29,995.56 *Amounts are exclusive of applicable Taxes. RingCentral Office is now RingCentral MVP. All references to "RingCentral Office", whether in the Agreement or its attachments, Order Forms or descriptions, mean "RingCentral MVP". Riri C e n t ra I RingCentral Inc.,20 Davis Drive,Belmont,CA 94002, United States 2 CONFIDENTIAL:This document contains information that is the confidential and proprietary property of RingCentral.Neither this document nor the information herein may be reproduced, used or distributed to or for the benefit of any third party without the prior written consent of RingCentral or pursuant to a confidentiality agreement. This quote is not binding until accepted in writing by Customer and RingCentral. DocuSign Envelope ID:EE925950-9565-4813-A176-9281 FF647ADC Cost Center Billing For customers with cost center billing, it is the customer's responsibility to provide cost center allocation information to RingCentral at least 10 days prior to the issuance of the invoice. After the information is received, it will be reflected on future invoices, but will not be adjusted retroactively on past invoices. If purchasing additional services through the administrative portal, it is the customer's responsibility to assign cost centers at the time of purchase; otherwise, those services will not be allocated by cost center on the next invoice. Please note that cost center allocation is not available for certain items, such as minute bundles and credit memos. For additional questions, please contact the RingCentral invoice billing team at BillingSupport@ringcentral.com. Credit Free Services Credit: Customer will be entitled to receive a one-time credit in the amount of USD 7929.24. This credit will be applied against charges for recurring Services set forth in this Order Form, (and any taxes and fees associated with those Services), included in future invoices issued by RingCentral to Customer for the recurring Services included in this Order Form until the total amount of the credit is used. The Customer will be responsible to pay for any additional services and products, including without limitation, additional lines and extensions, seats, licenses, one-time services, usage base fees and bundles, IP devices, and their associated taxes and fees. This credit is non-transferable and non-refundable, and any unused amount will expire immediately upon termination of your Order Form. IN WITNESS WHEREOF, the Parties have executed this Initial Order Form above through their duly authorized representatives. Customer RingCentral City of Spokane Valley RingCentral, Inc. Dswsynd by: AUK By: 5709096F3D2M90... By: Name: Mark Calhoun Name: Carson Hostetter Title: City Manager Title: SVP, Field Sales Date: 8/31/2021 Date: 8/31/2021 Rir'i Ce nt ra I RingCentral Inc.,20 Davis Drive,Belmont,CA 94002, United States 3 CONFIDENTIAL: This document contains information that is the confidential and proprietary property of RingCentral.Neither this document nor the information herein may be reproduced, used or distributed to or for the benefit of any third party without the prior written consent of RingCentral or pursuant to a confidentiality agreement. This quote is not binding until accepted in writing by Customer and RingCentral. DocuSign Envelope ID:EE925950-9565-4813-A176-9281FF647ADC MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT(together with its Attachments,the"Agreement")is made by and between RingCentral,Inc.,a Delaware corporation with its primary office at 20 Davis Drive,Belmont,CA 94002,("RingCentral"),and the City of Spokane Valley located at the address set forth in the Order Form("Customer"). RingCentral and Customer may be individually referred to as a"Party"or collectively as the"Parties". This Agreement is effective as of the last date of signature below("Effective Date"). 1. Provision of the Service A. Prices and Charges. A. General Terms All prices are identified in US dollars on the Administrative Portal or in The purchase,provision,and use of the Services is subject to the terms the applicable Order Form unless otherwise agreed by the Parties. contained in this Agreement,the Order Forms,the Online Terms of Additional charges may result if Customer activates additional features, Services, included at httos://www.ringcentral.com/legal/eulatos.html exceeds usage thresholds,or purchases additional Services or (the"Online Terms of Service"),and the Service Attachments applicable equipment.Customer will be liable for all charges resulting from use of to Customer's Services. All these documents are hereby incorporated the Services on its Account. into and form a part of this Agreement. RingCentral may update the Unless otherwise agreed between the Parties,recurring charges for the Online Terms of Services from time to time,and will provide notice to Services begin on the Start Date identified in the Administrative Portal or Customer at the email address on file with the Account.Such updates in the applicable Order Form,and will continue for the Term. Recurring will become effective thirty(30)days after such notice to Customer. charges(such as charges for Digital Lines,product licenses,minute bundles,and equipment rental fees)will,unless otherwise agreed Capitalized terms not defined in this Agreement have the meaning given between the Parties,once incurred,remain in effect for the then-current to them in the Online Terms of Service. Term.RingCentral will provide notice of any proposed increase in such charges no later than sixty(60)days before the end of the Initial Term or 2. Ordering and Term then-current Renewal Term,and any such increase will be effective on A. Ordering Services the first day of the next Renewal Term. Customer may order the Services set forth in the relevant Attachments, Administrative Fees that RingCentral is entitled to pass on to its attached hereto,by executing an Order Form in the format provided by customers as a surcharge pursuant to applicable Law may be increased RingCentral.Customer must submit the Order Form to RingCentral on thirty(30)days'written notice. either in writing or electronically via the Administrative Portal. The Outbound calling rates will be applied based on the rate then in effect at Order Form will identify the Services requested by Customer together the time of use.Customer may locate the currently effective rates in the with:(i)the price for each Service;(ii)scheduled Start Date;(iii)and Administrative Portal. products rented,licensed or sold to Customer,if any. An Order Form will become binding when it is executed by the Customer and accepted B. Invoicing and Payment by RingCentral.RingCentral may accept an Order Form by commencing Invoices will be issued in accordance with the payment terms set forth in performance of the requested Services. The Services and invoicing for the Order Form.If Customer chooses to pay by credit or debit card,by those Services will begin on the Start Date,as identified in the applicable providing a valid credit or debit card,Customer is expressly authorizing Order Form or on the day Services are ordered via the Administrative all Services and equipment charges and fees to be charged to such Portal. Customer may purchase additional Services,software,and payment card,including recurring payments billed on a monthly or equipment via the Administrative Portal or by executing additional Order annual basis. In addition,Customer's provided credit card shall be used Forms. for any in month purchases of additional services and products,or where Customer has exceeded usage or threshold limits,any overage charges. B. Term of this Agreement. Unless otherwise stated in the applicable Order Form,recurring charges The Term of this Agreement will commence on the Effective Date and are billed in advance In the frequency set forth in the Order Form,and continue until the last Order Form is terminated or expires,unless usage-based and onetime charges are billed monthly in arrears. terminated earlier in accordance with its terms. Customer shall make payment in full,without deduction or set-off, within thirty(30)days of the invoice date.Any payment not made when C. Services Term due may be subject to a late payment fee equivalent to the lesser of(i) The Services Term will begin on the Start Date of the initial Order Form one and a half percent(1.5%)per month or(ii)if applicable,the highest and continue for the initial term set forth in the initial Order Form rate allowed by Law.In no event may payment be subject to delays due ("Initial Term").Upon expiration of the Initial Term,unless otherwise set to Customer internal purchase order process. forth in the Order Form,recurring Services will automatically renew for successive periods as set forth in the initial Order Form(each a C. Taxes "Renewal Term")unless either Party gives notice of non-renewal at least All rates,fees,and charges are exclusive of applicable Taxes,for which thirty(30)days before the expiration of the Initial Term or the then- Customer is solely responsible.Taxes may vary based on jurisdiction and current Renewal Term.The term of any recurring Services added to your the Services provided.If any withholding taxis levied on the payments, Account after the initial Order Form is executed will start on the Start then Customer must increase the sums paid to RingCentral so that the Date in the applicable Order Form,will run coterminously with the then- amount received by RingCentral after the withholding tax is deducted is current Term of any preexisting Services unless otherwise extended in the full amount RingCentral would have received if no withholding or the applicable Order Form,and will be invoiced on the same billing deduction had been made.If Customer is a tax-exempt entity,tax cycles as the preexisting Services. exemption will take effect upon provision to and validation by RingCentral of certificate of tax exemption. D. Service Attachments In addition to the Service Attachments referenced in the Online Terms of 4. Termination Services,the Parties may agree to add additional Service Attachments to A. Termination for Cause this Agreement. Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by giving written notice to the other Party:i) Service Attachment A:RingCentral MVP Services if the other Party breaches any material term of this Agreement and fails to cure such breach within thirty(30)days after receipt of such notice;ii) 3. Invoicing and Payment at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services;or iii)upon the commencement by or against the other Party of insolvency, SFDC_OFC SVCS_USA 20200909 Page 1 of 5 DocuSign Envelope ID EE925950-9565-4813-A176-9281FF647ADC receivership or bankruptcy proceedings or any other proceedings or an against unauthorized disclosure in a manner no less protective than assignment for the benefit of creditors. required under this Agreement.Each Party may disclose the other Party's Confidential Information in any legal proceeding or to a B. Effect of Termination governmental entity as required by Law. If Customer terminates the Services,a portion of the Services,or this Agreement in its entirety due to RingCentral's material breach under These restrictions on the use or disclosure of Confidential Information Section 4(A),Customer will not owe any fees or charges for the Services do not apply to Information which is independently developed by the in respect of any period subsequent to the date of such written notice Receiving Party or lawfully received free of restriction from another (except those arising from continued usage before the cancelled Services source having the right to so furnish such information;after it has are disconnected),and will be entitled to a pro-rata refund of any become generally available to the public without breach of this prepaid and unused fees for the cancelled Services being terminated. Agreement by the Receiving Party;which at the time of disclosure was If this Agreement or any Services are terminated for any reason other already known to the Receiving Party,without restriction as evidenced than as a result of a material breach by RingCentral or as otherwise by documentation 1n such Party's possession;or which the Disclosing permitted pursuant to Section 4(A),the Customer must,to the extent Party confirms In writing is free of such restrictions. permitted by applicable Law and without limiting any other right or Upon termination of this Agreement,the Receiving Party will promptly remedy of RingCentral,pay within thirty(30)days of such termination all delete,destroy or,at the Disclosing Party's request,return to the amounts that have accrued prior to such termination,as well as all sums Disclosing Party,all Disclosing Party's Confidential Information in its remaining unpaid for the Services for the remainder of the then-current possession,including deleting or rendering unusable all electronic files Term plus related Taxes and fees. and data that contain Confidential Information,and upon request will provide the Disclosing Party with certification of compliance with this C. Trial Period subsection. In addition to the above,Customer may cancel any Services purchased under this Agreement with written notice to RingCentral within thirty (30)days of the date in which the purchase becomes effective.Except as 6. Miscellaneous otherwise provided in the Agreement between the Parties,In the event A. Entire Agreement of a timely cancelation,Customer shall not owe any fees or charges for The Agreement,together with any exhibits,Order Forms,and the Services being canceled in respect of any period subsequent to the Attachments,each of which is expressly incorporated into this date of such written notice(except those arising from continued Usage), Agreement with this reference,constitutes the entire agreement and shall be entitled to a pro-rata refund of any prepaid and unused fees between the Parties and supersedes and replaces any and all prior or for the Services subject to the cancelation.All purchases are final after contemporaneous understandings,proposals,representations, 30 days. marketing materials,statements,or agreements,whether oral,written, or otherwise,regarding such subject. 5. Confidentiality A. Restrictions on Use or Disclosures by Either Party.Customer B. Order of Precedence is subject to Washington's Public Record Act,chapter 42.56 RCW("the In the event of a conflict between these documents,the following shall public records act").During the Term of this Agreement and for at least have precedence In interpretation:(a)the applicable Order Form,(b)any one(1)year thereafter,the Receiving Party shall hold the Disclosing applicable Service Attachments,(c)this Master Services Agreement,and Party's Confidential Information in confidence,shall use such (d)the Online Terms of Service. Confidential Information only for the purpose fulfilling Its obligations under this Agreement,and shall use at least as great a standard of care C. Execution in protecting the Confidential Information as it uses to protect Its own Each Party represents and warrants that:(a)it possesses the legal right Confidential Information. and capacity to enter into the Agreement and to perform all of its obligations thereunder;(b)the individual signing the Agreement and Each Party may disclose the other Party's Confidential Information In any (each executable part thereof)on that Party's behalf has full power and legal proceeding or to a governmental entity as required by law.Should authority to execute and deliver the same;and(c)the Agreement will be Customer receive a request under the public records act for a binding obligation of that Party.Each Party agrees that an Electronic RingCentral's Confidential Information,Customer agrees to give Signature,whether digital or encrypted,is intended to authenticate this RingCentral adequate prior notice of the request before releasing Agreement and to have the same force and effect as manual signatures. RingCentral's Confidential Information to a third party,In order to allow RingCentral sufficient time to seek protection of Its Confidential D. Counterparts Information.In addition,each Party may disclose Confidential This Agreement may be executed electronically and in separate Information to those of its employees,agents or subcontractors who counterparts each of which when taken together will constitute one in have a need to It in order to perform or exercise such Party's rights or the same original. obligations under this Agreement and who are required to protect It [Signature Page Follows] SFDC OFC SVCS USA 20200909 Page 2 of 5 DocuSign Envelope ID:EE925950-9565-4813-A176-9281 FF647ADC IN WITNESS WHEREOF,the Parties have executed this Agreement below through their duly authorized representatives. Customer RingCentral -DocuSigned by: City of Spokane UaIJ�y , RingCentral,In Aittfthift : 1 By: -5765696F3D2A49B.. By: 3a37bC493., Mark Calhoun Evan Mitchell Name: Name: City Manager Director of PSS SMB Title: Title: 8/31/2021 8/30/2021 Date: Date: SFDC_OFC SVCS_USA 20200909 Page 3 of 5 DocuSign Envelope ID:EE925950-9565-4813-A176-9281FF647ADC SERVICE ATTACHMENT A SERVICE ATTACHMENT—RINGCENTRAL MVP SERVICES This Service Attachment is a part of the Master Services Agreement(the"Agreement")that Includes the terms and conditions agreed by the Parties under which RingCentral will provide to the Customer the RingCentral MVP Services as described under the applicable Order Form. Please note that RingCentral Office is now RingCentral MVP.All references to"RingCentral Office,"whether in terms of service,advertising or product descriptions, mean"RingCentral MVP". 1. Service Overview. 3. Operator Assisted Calling,311,511 and other N11 Calling. RingCentral MVP is a cloud-based unified communications service that RingCentral does not support 0+or operator assisted calling(including, includes enterprise-class voice,fax,text,call handling,mobile apps,and without limitation, collect calls, third party billing calls, 900, or other BYOD capability that integrates with a growing list of applications. premium line numbers or calling card calls).The Services may not support RingCentral MVP includes: 211,311,411,511 and/or Nil calling.To the extent they are supported, additional charges may apply for these calls. • Voice Services, including extension-to-extension calling and the ability to make and receive calls to and from the public switched 4. Directory Listing Service. RingCentral offers directory listing telephone network(PSTN) (the"Directory Listing Service").If Customer subscribes to the Directory • Video and audio-conferencing service,including screen sharing Listing Service,RingCentral will share certain Customer Contact Data with • Collaboration Tools, including One-to-One and Team Chat, File third parties as reasonably necessary to include in the phone directory Sharing,task management,SMS/Texting(where available)and other ("Listing Information").This information may include,but is not limited to, innovative tools Customer's company name, address, and phone numbers. Customer authorizes RingCentral to use and disclose the Listing Information for the RingCentral MVP Services may be accessed from a variety of user End purpose of publishing in,and making publicly available through,third- Points,including IP Desk Phones, Desktop Clients,Web Clients, Mobile party directory listing services,to be selected by RingCentral or third-party Applications,and Software Integrations. service providers In their sole discretion. Customer acknowledges and agrees that by subscribing to the Directory Listing Service, Customer's 2. MVP Purchase Plans Listing Information may enter the public domain and that RingCentral cannot control third parties'use of such information obtained through the A. Tiers of Service.RingCentral MVP is made available in several Directory Listing Service. pricing tiers, which are described more fully at httos://www.ringcentraI.com/office/olansandpricing.html. While i. Opt Out. Customer may opt out of the Directory Listing Service at any RingCentral offers unlimited monthly plans for some of its products and time; however, RingCentral is not obligated to have Customer's Listing services, RingCentral Services are intended for regular business use. Information removed from third-party directory assistance listing services "Unlimited" use does not permit any use otherwise prohibited by the that have already received Customer's information. Acceptable Use Policy, available at https://www.ringcentral.com/legal/acceptable-use-policv.html, II. No Liability.RingCentral will have no responsibility or liability for any cost, including trunking,access stimulation,reselling of the Services,etc. damages,liabilities,or inconvenience caused by calls made to Customer's telephone number; materials sent to Customer, inaccuracies, errors or B.Minute and Calling Credit Bundles.Minute Bundles,e.g.,Toll omissions with Listing Information;or any other use of such information. Free Minute Bundles,can be purchased in incremental buckets of minute RingCentral will not be liable to Customer for any use by third parties of in addition to any number of minutes included with the purchased tier. Customers Listing Information obtained through the Directory Listing Inbound Toll-Free minutes are deducted from included minutes, Service, including without limitation the use of such information after purchased Minute Bundles,or charged as overage at the rates currently Customer has opted out of the Directory Listing Service. in effect. 5. RingCentral Global Office.RingCentral Global Office provides International Calling Credit Bundles can be purchased in addition to any a single communications system to companies that have offices around base amount included with the purchased tier. International External the world,offering localized service in countries for which Global Office is Calls are charged against Calling Credits on the Account per destination available. Additional information related to Global Office Services is rates,or as overage once Calling Credits are exceeded. Currently effective available at https//www.ringcentral.com/legal/policies/global-office- rates are available at countries.html.This section sets forth additional terms and conditions https://www.ringcentral.com/support/international-rates.html. concerning RingCentral's Global Office for customers that subscribe to it. Extension-to-Extension Calls within the Customer account never Incur any A.Emergency Service Limitations for Global Office. RingCentral usage fee and are unlimited, except to the extent that such calls are provides access to Emergency Calling Services in many, but not all, forwarded to another number that is not on the Customer account. countries In which RingCentral Global Office is available, allowing End Users in most countries to access Emergency Services(911 in the United Additional Calling Credits may be purchased through the Auto- States and Canada, 112 In the United Kingdom and throughout the Purchase feature,which can be selected for automatic purchase in various European Union,and any other applicable Emergency Services number). increments on the Administrative Portal. Auto-Purchase is triggered Emergency Services may only be accessed within the country in which the when the combined usage of all End Users on an Account exceeds the Digital Line is assigned,e.g.,an End User with a Digital Line assigned in total Calling Credits or when End Users make calls with additional fees Ireland may dial Emergency Services only within Ireland. Access to (e.g.,411). Emergency Calling Services In RingCentral Global Office countries,where available, is subject to the Emergency Services Policy, available at Minute Bundles and Calling Credit Bundles expire at the end of month and httos://www.ringcentral.com/legal/emergencv-services.html. Customer cannot roll over to the following month. Auto-Purchased Calling Credits must make available and will maintain at all times traditional landline expire twelve(12)months from date of purchase. Bundles may not be and/or mobile network telephone services that will enable End Users to sold,transferred,assigned,or applied to any other customer. call the applicable Emergency Services number.Customer may not use the RingCentral Services in environments requiring fail-safe performance or SFDC_OFC SVCS_USA 20200909 Page 4 of 5 DocuSign Envelope ID:EE925950-9565-4813-A176-9281FF647ADC in which the failure of the RingCentral Services could lead directly to E. "Home Country" means the United States or the country that is death,personal injury,or severe physical or environmental damage. otherwise designated as Customer's primary or home country in the Order Form. B. Global Office Provided Only in Connection with Home Country Service. RingCentral provides Global Office Service only in connection with Services purchased in the Home Country. RingCentral may immediately suspend or terminate Customer's Global Office Services if Customer terminates its Digital Lines in the Home Country. All invoicing for the Global Office Services will be done in the Home Country on the Customer's Account,together with other Services purchased under this Agreement, using the Home Country's currency. Customer must at all times provide a billing address located in the Home Country.RingCentral will provide all documentation,licenses,and services in connection with the Global Office Service in English;additional language support may be provided at RingCentral's sole discretion. C. Relationships with Local Providers. In connection with the provision of RingCentral Global Office Services,RingCentral relies on local providers to supply certain regulated communication services; for example (i) for the provision of local telephone numbers within local jurisdictions;(ii)to enable you to place local calls within local jurisdictions; and(iii)to enable You to receive calls from non-RingCentral numbers on Customer's Global Office telephone number(s), by connecting with the local public switched telephone network. RingCentral's locally licensed affiliates provide all telecommunications services offered to Customer within the countries in which such affiliates are licensed;in some cases, RingCentral may obtain services from locally licensed providers on Customer's behalf. RingCentral is responsible for all contracting,billing, and customer care related to those services. 6. Definitions.Terms used herein but not otherwise defined have the meanings ascribed to them in the Agreement. For purposes of this Service Attachment, the following terms have the meanings set forth below: A. "Digital Line"means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits the End User generally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account. B. "End Point"means an application or device through which any End- User might access and/or use any of the Services,including without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications,and Software Integrations. C. "Extension-to-Extension Calls" means calls made and received between End Points on the Customer Account with RingCentral, regardless of whether the calls are domestic or international. D. "External Calls" means calls made to or received from external numbers on the PSTN that are not on the Customer Account with RingCentral. SFDC_OFC SVCS_USA 20200909 Page 5 of 5