SECOND AMENDMENT TO AGREEMENT BETWEEN BROWARD COUNTY AND PRESIDIO NETWORKED SOLUTIONS, INC. FOR CISCO EQUIPMENT AND SUPPORT SERVICES

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1 Exhibit 2 Page 1 of 11 SECOND AMENDMENT TO AGREEMENT BETWEEN BROWARD COUNTY AND PRESIDIO NETWORKED SOLUTIONS, INC. FOR CISCO EQUIPMENT AND SUPPORT SERVICES This Second Amendment to the Agreement Between Broward County and Presidio Networked Solutions, Inc. for Cisco Equipment and Support Services, dated June 8, 2010, is entered into between Broward County ("County") and Presidio Networked Solutions, Inc. ("Presidio") as ofthe Effective Date. A. The Agreement Between Broward County And Coleman Technologies, Inc. for Cisco Equipment and Support Services ("Original Agreement"), was entered into effective June 8, Coleman Technologies, Inc. assigned the Original Agreement to Presidio as of February 28, Thereafter, County and Presidio entered into a First Amendment to the Original Agreement to amend the applicable not-to-exceed amounts to be estimated amounts for the applicable categories. The Original Agreement and the First Amendment are collectively referred to herein as the "Agreement." B. The Original Agreement was for a two year period t hrough June 7, 2012, with three successive, one-year optional extensions, each of which were effectively exercised, resulting in an expiration date of June 7, C. The Parties seek to amend the Agreement to extend the duration of the Agreement on the same terms and conditions for an additional five (5) successive one (1) year terms, such that it will expire June 7, In conjunction, the Parties seek to amend the discount price structure for goods and services, and the not-to-exceed amounts to allow for the costs associated with the extension to the term. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Except as expressly modified herein, all terms and conditions of the Agreement remain in full force and effect. Amendments made to the Agreement by this Second Amendment are indicated by use of strikethroughs to indicate deletions and bold/underlining to indicate additions, unless otherwise stated. 2. Section 3.1 of the Agreement are amended as follows: 3.1 The term of this Agreement shall begin on the date it is fully executed by both parties ("Effective Date") and shall be for an initial two (2) year period, thereafter ("Initial Term"). The term of the Agreement may be renewed for three (3) successive one (1) year terms (the "First Set of Renewal Terms") and thereafter for an additional five (5) successive one (1) year renewal terms (the "Second Set of Renewal Terms") unless terminated as provided herein. Such renewals shall occur automatically unless the COUNTY, through its Contract Administrator, has provided written notice at least thirty Second Amendment to Presidio Networked Solutions Agreement Page 1 of 11

2 Page 2 of 11 (30) calendar days in advance of the commencement of the next upcoming term that it will not be renewing the Agreement. Such renewals are subject to the termination provisions of the Agreement. If the term of this Agreement extends beyond a single fiscal year of COUNTY, the continuation of this Agreement beyond the end of any fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Chapter 129, Florida Statutes, as may be amended from time to time. 3. Section 4.1 of the Agreement is amended as follows: 4.1 COUNTY agrees to pay CONTRACTOR, in the manner specified in Section 4.2, an estimated annual amount of One Million Six Hundred Se~venty-One Thousand Four Hundred Dollars ($1,671,400.00) for new Cisco equipment, technical labor and support services for each year of this Agreement during the Initial Term, based on the prices as defined in Exhibit A - Goods and Services for Cisco Equipment and Support Services, and subject to any additional funds being made available by COUNTY, in its sole discretion, such amount shall be accepted by CONTRACTOR as full compensation for all new Cisco equipment and support services during each annual period of the Initial Term. COUNTY agrees to pay CONTRACTOR, in the manner specified in Section 4.2. an estimated annual amount of Six Million Twenty-One Thousand Four Hundred Dollars ($6,021,400.00) for new Cisco equipment, technical labor and support services for each one-year renewal term of this Agreement, based on the prices as defined in Exhibit A - Goods and Services for Cisco Equipment and Support Services, and subject to any additional funds being made available by COUNTY, in its sole discretion, such amount shall be accepted by CONTRACTOR as full compensation for all new Cisco equipment, technical labor and support services during each annual renewal term. The COUNTY, through its authorized representative(s), may purchase an estimated amount of One Million One Hundred Forty Thousand Dollars ($1,140,000.00) each year during the Initial Term for new Cisco equipment. The COUNTY, through its authorized representative(s), may purchase an estimated amount of Four Hundred Fifteen Thousand Dollars ($415,000.00) each year during the Initial Term for Cisco support services and an estimated amount of One Hundred Sixteen Thousand Four Hundred Dollars ($116,400.00) for Cisco Technical Labor for each year during the Initial Term. The COUNTY, through its authorized representative(s), may purchase an estimated amount of Three Million Nine Hundred Ninety Thousand Dollars ($3,990,000.00) for each one-year renewal term of this Agreement for new Cisco equipment. The COUNTY,. through its authorized representative(s), may purchase an estimated amount of One Million Four Hundred Sixty Five Thousand Dollars ($1,465,000.00) for each one-year renewal term in the First Set of Renewal Terms of this Agreement for Cisco support services and an estimated amount of Five Hundred Sixty Six Thousand Four Hundred Dollars ($566,400.00) for Cisco Technical Labor for each one-year renewal term in the First Set of Renewal Terms of this Agreement. Second Amendment to Presidio Networked Solutions Agreement Page 2 of 11

3 Page 3 of 11 The COUNTY, through its authorized representative's), may purchase an estimated amount of Three Million Six Hundred Seventy Thousand and Eight Hundred Dollars ($3,670,800.00) for each one-year renewal term in the Second Set of Renewal Terms for new Cisco equipment. The COUNTY, through its authorized representative(s), may purchase an estimated amount of One Million Four Hundred Fifty Thousand Three Hundred and Fifty Dollars ($1,450,350.00) for each one-year renewal term in the Second Set of Renewal Terms for Cisco support services and an,estimated amount of Two Hundred Thousand Dollars ($200,000.00) for each one-year renewal term in the Second Set of Renewal Terms for Cisco Technical labor. The total amount to be expended under this Agreement over the Initial Term shall be the estimated amount of Three Million Three Hundred Forty-Two Thousand and Eight Hundred Dollars ($3,342,800). The total amount to be expended under this Agreement over five (S) years eight (8) renewal terms shall be the estimated amount of FOl:lrteen Million Two I=Il:lndred Fifty Thol:lsand Thirty Million Three Hundred Twenty-Four Thousand Dollars ($14,2S0,OOO.00) ($30,324,000.00) for new Cisco equipment; H e Million TIo'.'o i-il:lndred Twenty Five Thol:lsand Eleven Million Six Hundred Forty-Six Thousand and Seven Hundred Fifty Dollars ($S,22S,OOO.00) ($11,646,750.00) for Cisco support services; and One Million ~Hne I=Il:lndred Thirty Two Thol:lsand Two Million Six Hundred Ninety-Nine Thousand and Two Hundred Dollars ($1,932,000.00) ($2,699,200.00) for Cisco Technical Labor, unless and subjt~ct to any additional funds being made available by COUNTY, in its sole discretion. The total amount to be expended under this Agreement for the duration of the Agreement shelll be the estimated amount of Forty-Eight Million Twelve Thousand and Seven Hundred Fifty Dollars ($48,012,750.00) It is acknowledged and agreed by CONTRACTOR that COUNTY shall not be obligated to compensate CONTRACTOR for any goods and services related to this Agreement that exceed amounts appropriated and made available by COUNTY for expenditure under this Agreement. 4. Section 4.4 of the Agreement is hereby amended as follows: Payment shall be made to CONTRACTOR in the name of.!.!..(:oleman Technologies, Inc." Presidio Networked Solutions, Inc. at: Coleman Technologies, Inc. Presidio Networked Solutions, Inc. Attn: Accol:lnting laura Sobolewski. GIL Accountant 1669 Phoeni>< PI<...,y, Sl:lite 210 PO Box LocIEBo)( S304 4 College ParlE, GA Philadelphia, PA ><1008 (301) Isobolewski@presidio&QID. Second Amendment to Presidio Networked Solutions Agreement Page 3 of 11

4 Page 4 of Article 6 of the Agreement is deleted and replaced in its entirety with the following: ARTICLE 6 INSURANCE 6.1 Provider shall maintain at its sole expense, on a primiuy basis, at all times during the term of this Agreement (unless a different time period is otherwise stated herein). at least the minimum insurance coverage designated in Exhibit C in accordance with the terms and conditions stated in this Article. 6.2 Such policies shall be issued by companies authorizl~d and licensed to transact business in Provider's home state and rated at least "A-I' by A.M. Best Co., unless otherwise approved in writing by County. If any deductible! amounts are permitted in Exhibit C, Provider shall be responsible for the payment of alii such deductible amounts. 6.3 Provider agrees to list County as an additional. insured under Provider's commercial liability insurance policy and any excess liability insurance policy. The listed certificate holder on these policies shall be "Broward Count~ 6.4 Coverage shall be provided on forms no more restrictive than the latest edition ofthe applicable forms filed by the Insurance Services Officle. 6.5 Provider shall notify County in writing within thirty (30) days after Provider learns of any claim against Provider's professional liability insurance policy in which total damages plus defense costs incurred to date exceed $250, Within fifteen (15) days of execution of this Agreement, Provider shall provide County with proof of insurance in the form of Certificate(s),of Insurance and applicable endorsements, Declarations pages, or insurance policies. Failure to timely provide acceptable proof of insurance, as determined by County, shall entitle County to terminate this Agreement without any liability to Provider. 6.7 All insurance policies required under this Article mw5t expressly provide County with at least thirty (30) days' prior written notice of E!xpiration, cancellation, or restriction of coverage. Provider shall provide certified copies of any policy to County upon County's request. 6.8 If Provider subcontracts any work under this Agreement, Provider shall ensure that each subcontractor names County as an additional insured under the subcontractor's general liability insurance policy and any excess coverage policies. 6. Section {b) of the Agreement is hereby amended as follows: Second Amendment to Presidio Networked Solutions Agreement Page 4 of 11

5 Page 5 of 11 (b) DISCOUNTS: CONTRACTORs may offer discounts based upon manufacturer's promotions. In addition to the minimum discounts under this Agreement, CONTRACTOR shall make any additional discounts available through Ci~;co promotions or special offerings. CONTRACTOR shall provide the additional terms and conditions directly associated to the promotional offerings for COUNTY review prior to COUNTY acceptance. 7. Exhibit A - GOODS and SERVICES, is hereby replaced in its entirety with Exhibit A attached hereto. 8. Exhibit C - Insurance Requirement, is hereby replaced in its entirety with Exhibit C attached hereto. 9. This effective date of this Second Amendment shall be the date of complete execution by both parties. 10. This Second Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. [Remainder of this page is intentionally blank.] Second Amendment to Presidio Networked Solutions Agreement Page 5 of 11

6 Page 6 of 11 BROWARD COUNTY IN WITNESS WHEREOF, the parties hereto have made and executed this Second Amendment: Broward County through its Board Of County Commissioners, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the day of -', 2015, and Presidio Networked Solutions, Inc., signing by and through its, duly authorized to execute same. COUNTY ATTEST: Broward County Administrator, as Ex-officio Clerk of the Broward County Board of County Commissioners BROWARD COUNTY, by and through its Board of County Commissioners By. Mayor day of, 2015 Insurance requirements approved by Broward County Risk Management Divisi.cn Approved as to form by Joni Armstrong Coff,l=y Broward County Attorney.') I Governmental Center, Suite 423,Iv / /1: I / ) ~ I J /I t..fvt,' ' ) By (".1(, u,..., V --"'{,'t I 115 South Andrews Avenue Signature (Date) 4 ~;ll 1':>/ Fort Lauderdale, Florida Telephone: (954) Telecopier: (954) Print Name and Title above RDH 04/28/ Second Amendment to Presidio Cisco Agreement # B~Y.U1~ -4f3~15iG1 Rene D. Harrod (Date) Assistant County Attorney Second Amendment to Presidio Networked Solutions Agreement Page 6 of 11

7 Page 7 of 11 PRESIDIO NETWORKED SOLUTIONS, INC. WITNESSES: c!~- r L~'12(I})(tt/! Signature C/', ~a f ( 1:('. i/i~ (YleeV( I Print Name of Witness above Signature Print Name of Witness above Presidio Networked Solutions, Inc. //~~-!~/),~~ By: ~~v.~ ~""- Rudy Casasola, President Print Name and Title 29th day of April, 2015 ATTEST:?ufb~ Corporate Secretary or other person authorized to attest (CORPORATE SEAL OR NOTARY) Second Amendment to Presidio Networked Solutions Agreement Page 7 of 11

8 Page 8 of 11 EXHIBIT A - GOODS AND SERVICES Presidio Networked Technologies, Inc. (Presidio) as "Contractor" and Broward County as "County." Section A: Primary Terms and Conditions 1. County, through its Contract Administrator, shall have the right but not the obligation to procure the Services and Products described herein from Contractor at the prices described herein. 2. Contractor shall offer County, through its Contract Administrator, the opportunity to participate in any additional discounts or special pricing provided by Cisco to Contractor, where applicable. 3. County may procure Cisco communications equipment from Contractor as follows: 3.1. Price list location: Price definition - the base reference price for all Cisco hardware, software, and licensing will be determined by accessing the website referenced above. This link provides access to the Cisco U.S. Global Price List Products and, Cisco U.S. Global Price List Services. Column "c" for the products and services references the published retail pricing. This retail price is searchable by product ID or product description and shall be compared against the Contractor quoted price to determine the applicable discount for verification In the event of non-participatory action by the state of Florida for WSCA/NASPO as to Contract No. WSCA 14-19, WSCA-14-ACS relating to Data Communications Products and Services 14-19, retail pricing shall be derived from the most current state of Florida contract related to the procurement, maintenance and support of Cisco equipment, whichever may prevail or exist at such time. Discount levels will always be based on the most current Cisco pricing. If the contract expires and there is no new contract with the state of Florida retail pricing, Contractor shall provide County with the proper process, URL or a combination thereof to the latest MSRP Cisco U.S. Global pricing list on which retail pricing will be used by the parties The price, which Contractor will sell Cisco equipment, services, support and licensing, shall be at the minimum discounts set forth in the table of pricing with discounts applicable to the Base Reference Price as described above in Section 3.2. Item Description Cisco Video Conferencing Endpoints, Telepresence Product Endpoint Components Cisco Video conferencing Infrastructure, Telepresence Product Core Components Cisco UCS servers Price Discount 60% off Cisco List Price 51% off Cisco List Price 55% off Cisco List Price Second Amendment to Presidio Networked Solutions Agreement Page 8 of 11

9 Page 9 of 11 Item Description Local Area Network, Switching/Bridging Devices, Metropolitan Area Wide Area, Switching/Routing/Bridging Devices Basic IP Telephony and VolP Functionality to include, Software, High Availability Servers, Station equipment, Software and Licensing, Advanced IP Telephony/VolP Functionality, Contact Center, Unified Messaging, Multi-Media Conferencing, Cisco Unified Presence, Hosted Voice Services, IronPort/ScanSafe Products, Other IP Network Centric Solutions Network Security Products to include, Firewalls, Intrusion Detection, Intrusion Protection/Prevention, Virtual Private Network, Access Control, Licensing Wireless/Transport Products, Point to Point, Point to Multi-Point, Wireless Transport Systems (FCC Licensed and Unlicensed Frequency Spectrum), Optical Transport/Dense Wave Division Multiplexing Systems WebEx Products Cisco SMARTnet Support Maintenance Annual Renewal (after first year) Cisco SMARTnet Support Maintenance Multi-Year Renewal Internet Protocol Telephony (lpt), Wireless Technical Labor Internet Protocol Telephony (lpt) Applications and Video Technical Labor Optical Engineering, Enterprise Switching and Routing Technical Labor Security Products, Adaptive Security Appliances, Network Access Control, Security Incident and Event Monitoring Analysis and Response Technical Labor Price Discount 51% off Cisco List Price 55% off Cisco List Price 53% off Cisco List Price 50% off Cisco List Price 18% off Cisco list price 23% off Cisco List Price $U5/hour $120/hour $145/hour $125/hour 4. Contractor shall provide Cisco SMARTnet to County for the installed base of software and hardware equipment and for future additions, if any Price list location list F L.html Price Definition - The base reference price for all Cisco SMARTnet will be determined by accessing the website referenced above, using the Cisco U.S. Global Price List Services. Column C for the products and services references lists the original retail pricing. Second Amendment to Presidio Networked Solutions Agreement Page 9 of 11

10 Page 10 of In the event of a non-participatory action by the state of Florida for WSCA/NASPO as to Contract No WSCA-14-ACS relating to Data Communications Products and Services, State of Utah, 14-19, retail pricing shall be derived from the most current State of Florida contract related to the procurement of maintenance and support (SMARTnet) of Cisco equipment, whichever may prevail or exist at such time. Discount levels will always be based on the most current Cisco pricing. If the contract expires and there is no new contract with access to the State of Florida retail pricing, Contractor shall provide County with the proper process, URL or a combination thereof to the latest MSRP Cisco U.S. Global pricing list on which retail pricing will be used by the parties. 5. Disaster Recovery If the County's Contract Administrator has notified the Contractor in writing via or by telephone in case of an emergency as determined by Contract Administrator in his/her sole discretion that an event requiring Cisco Technical Labor is "Critical" as determined by the Contract Administrator as his/her sole discretion, then Contractor shel" provide properly qualified staffing within twenty-four (24) consecutive hours if requested by the County's Contract Administrator. Services pricing for Disaster Recovery will be a maximum of 150% above the prevailing contract rates for non-standard business hours defined as 8 a.m. - 6 p.m. Monday - Friday, excluding holiday and travel time. Upon request, County will provide Contractor with full network discovery diagrams and documents every six (6) months to enable support for disaster recovery, so that Contractor has an in-depth understanding of the network sites, components, key contacts, and support procedures. Network discovery diagrams and documents are subject to redaction in accordance with Federal, State and County laws, and policies. (The remainder ofthe page is intentionally left blank.) Second Amendment to Presidio Networked Solutions Agreement Page 10 of 11

11 Page 11 of 11 EXHIBIT 0 - INSURANCE REQUIRMENTS Commercial General Liability Insurance Combined single limit for bodily injury and property damage: $1,000, (One Million Dollars) minimum limits per occurrence $2,000, (Two Million Dollars) minimum limits perr aggregate Business Automobile Liability Insurance Combined single limit for bodily injury and property damclge: $1,000, (One Million Dollars) minimum limits per occurrence Workers' Compensation Insurance In compliance with state statutes and all federal laws Operations in Florida comply with Chapter 440 FSS as amended Employer's liability Insurance $1,000, (One Million Dollars) minimum limits each accident Professional liability Insyrance $1,000, (One Million Dollars) per occurrence Extended reporting of two {2) years is required if coverage is on a claims-made basis Second Amendment to Presidio Networked Solutions Agreement Page 11 of 11