Discussion and Consideration on Proposal for Access Cloud Communication Solution for a new phone system – Motion to Approve — K.8

This Statement of Work ("SOW") is governed under the Master Service Agreement (the "Agreement") between Access Technologies, Inc. ("Access Systems", "Access", "Us", "We", or "Our") and the client whose name and authorized signatory appear in the signature block of this SOW ("Client", "You", or "Your"). Capitalized terms in this SOW will have the same meaning as those in the Agreement, unless otherwise indicated below. A copy of the Agreement can be obtained on our website at: https://www.accesssystems.com/master-services-agreement/. 1. SCOPE OF SERVICES: Subject to the additional terms listed in herein, the services described below (collectively, "Services") will be provided to Client. Technical Support Services & Feedback: Technical Support Services ("Support Services") shall include, but not be limited to, phone and managed device hardware and software troubleshooting, user account activation and deactivation, local and remote network connectivity, and peripheral device connectivity. Client agrees to facilitate with Access to allow us to perform Support Services remotely. Contact can be via our support email address of [email protected] or via phone at 888-464-8770. Such facilitation includes you performing basic troubleshooting as requested by us. If Client refuses to facilitate our remote assistance or instructs Access to first perform Support Services onsite, such services shall be billable at our prevailing time and materials hourly rate plus a premium for off-hours service. If an issue cannot be resolved remotely, a technician will be scheduled to come onsite to further troubleshoot or resolve the issue. Both parties may agree to have Access perform Support Services onsite on a regularly scheduled routine basis for an additional fee. Number Porting and Availability: Access will use reasonable efforts to facilitate number transfers or port requests for you, provided that you comply with the necessary and specific procedures for porting between service providers. You should not order any printed material, such as business cards or stationery, showing a telephone number, or issue any press releases or otherwise publicize any telephone number until that telephone number becomes active on your account. You understand and agree that Access may from time to time need to change the telephone or facsimile number assigned to you (due to an area code split or for any other reason). Access shall not be liable for any damages (including consequential, special damages or other damages) to you in the event that we need to assign you a new telephone or facsimile number. 911 Service: The 911 Service ("VoIP 911 Service") operates differently than traditional 911 service. We are required by the FCC to advise you of the potential circumstances under which 911 may not be available or may be in some way limited by comparison to traditional 911 service. Such circumstances include internet connection failure and number flexibility & Service portability. It is your responsibility to inform all potential users of the service of this limitation. Enhanced 911 service ("E911") automatically sends your 911 call to the appropriate Public Safety Answering Point ("PSAP") along with your registered address and telephone number. Because your address does not necessarily correspond with your telephone number, you must provide Access with the street address(es) where you will be using Access Service ("Registered Location(s)") when you sign up for service. If you relocate any equipment (PC with softphone, IP phone, or ATA with traditional phone) that you use to access the Service, you must provide Access your updated Registered Location(s). If you do not update your Registered Location(s), any 911 calls you make using the VoIP Service will be routed based on your previously provided Registered Location and therefore may not be routed to the appropriate PSAP for your new location. Unless you have a backup system to power your wired broadband Internet connection and any equipment (PC with softphone, IP phone, ATA with traditional phone) that you use to access your Service, you will not have phone service or 911 service during any power outage. In some circumstances, such as unavailability of direct routing to PSAPs or the use of portable devices to access the Service, emergency calls will be routed to the National Emergency Call Center. You may update your Registered Location by logging on to your Account settings page or calling customer support at 888-464-8770. It is your responsibility to let the 911 operation know your physical location. 2. TERM & TERMINATION: The Services will commence, and billing will begin, on the earlier of (1) the project completion date, including the porting of all applicable numbers in which the Services are implemented and operational ("Commencement Date"), or (2) 45-days from signature date of the Statement of Work above unless delays are incurred from your previous carrier. The Services will continue for a term of thirty-six (36) months from the Commencement Date. After the expiration of the initial term, this SOW will automatically renew for continuous one (1) year terms unless either party notifies the other of its intention to not renew this SOW no less than sixty (60) days before the end of the then-current term. Early termination without cause in this SOW will result in the early termination fees described in section 5 below. 3. ASSUMPTIONS, MINIMUM REQUIREMENTS & EXCLUSION: The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements (the "Minimum Requirements"): (a) you are responsible for ensuring proper structured data cabling, cat5e or better network connection with Power Over Ethernet, is provided for each handset placement as no additional wiring is covered under this SOW; (b) you must have properly configured and working Internet service and/or Public Switched Telephone Network ("PSTN") service (i.e., mobile and/or landline phone service) which has sufficient bandwidth for system functionality and call quality; (d) an upgrade of your internet bandwidth may be necessary to reduce jitter and latency which will be an additional charge you are responsible for incurring from your ISP. You agree at your sole expense to (1) obtain access to your own Internet and/or PSTN service with a third party provider other than Access; (2) be responsible for payment of Internet and/or PSTN connection including all service fees and all equipment necessary to establish a connection to such Internet and/or PSTN service, as may be required to use the Services; (3) if a Uninterruptible Power Supply device is used, replacement batteries and/or a battery backup should be in place and shall be tested by you. We will initially configure certain settings (VLAN, SBC device, etc.) that should not be changed without consulting Access Systems. If any configuration changes are made by you or other vendors after we have initially configured the devices, any support services provided by us would be excluded under this SOW and would be billed at a time and materials current rate which is outside the scope of this agreement. The definition of these Minimum Requirements do not indicate we have implemented such items in your environment or otherwise ensured your environment is free of such items. Instead the definition of these Minimum Requirements are meant as a minimum baseline that facilitates our performance of the Services for the fees described in this SOW in the most economical manner. If you do not agree to abide by the Minimum Requirements, you acknowledge we have the sole discretion to modify your Payment and/or declare the related non-compliant configuration element as an Unsupported Service. 4. SUPPORT SERVICES SCHEDULE: You acknowledge and agree that the Services may not be available 100% of the time. Credit allowances for interruption of the Services may only be provided on a case-by-case basis at the sole discretion of Access and shall be your sole remedy for any Service interruptions or other issues with the Services. Support Services will be provided during the hours of 8:00 a.m. to 5:00 p.m. central standard time, except weekends and holidays ("Troubleshooting Hours"). Requests for service troubleshooting outside of Troubleshooting Hours will be provided on a best effort basis at Access' prevailing time and materials hourly rate plus a premium for off-hours service. Such charges for services outside the Troubleshooting Hours are in addition to the Monthly Payment. 5. FEES: In consideration of the provision of the Services provided for herein, you agreed to pay the Payments as specified above and as adjusted from time-to-time. Please note that all prices, taxes, surcharges, and fees are subject to change at any time. Access may at its sole discretion increase the Monthly Payment by no more than 10% annually to cover, among other items, an increase in licensed software costs provided to you under this SOW and an increase in personnel related costs to perform the Services under this SOW. Late Payment: Time is of the essence for payment. You agree to pay us interest at the lesser rate of (a) 18% per annum or (b) the highest rate allowed by law for any amounts unpaid as of the due date. Written statements disputing charges must be sent to Access at [email protected]. After your account is 30 days past due, we may send you a certified letter indicating that your Service will be shut off. Payment to bring your account current must be received within 10 days of your receipt of the certified letter or your Service may be shut off; which includes your incoming and outgoing phone service.