Board of Trustees

AGENDA VILLAGE BOARD MEETING NO. 3336 January 26, 2026 - 7:00 PM Village Hall - Board Room 300 Plaza Circle, Mundelein, IL 60060 I. CALL TO ORDER II. ATTENDANCE III. PLEDGE OF ALLEGIANCE IV. MINUTES APPROVAL A. Approve the Board of Trustees Regular meeting minutes from January 12, 2026. V. PRESENTATIONS / AWARDS A. Mayor's Community Service Award - CERT Leadership Team B. Presentation from Economic Development Consultant, John Lynch VI. PUBLIC COMMENTARY VII. PUBLIC HEARINGS VIII. MAYOR'S REPORT A. Meeting Call — Committee of the Whole Meeting to discuss the State of the Village on February 9, 2026, at 6:00 PM, at the Mundelein Village Hall - 300 Plaza Circle. B. Comcast Business - Phone Service Agreement Motion to adopt a Resolution accepting the proposal and authorizing the Assistant Village Administrator to execute the Service Order Form and related service agreement documents with Comcast Business Masergy Communications for Village phone services. C. Amend Chapter 5.76 to Increase Class M2 Liquor License Page |1 Page 1 of 148  Motion to pass an Ordinance amending Chapter 5.76 of the Mundelein Municipal Code to increase the number of Class M2 liquor licenses authorized in the Village of Mundelein at it relates to Fenton Brewing Company at 169 North Seymour Avenue. IX. TRUSTEE REPORTS A. Community Happenings Committee (Grieco, Juarez, Lambert) 1. Community Happenings Report from Trustee Grieco B. Community and Economic Development Committee (Juarez, Schwenk, Grieco) 1. Negotiating Team Appointment - 28884-28936 North IL Route 83 Motion to appoint Trustee Grieco and Trustee Ugaste to the 28884-28936 North IL Route 83 Negotiating Team. 2. Park Street Phase 2 Concept Plan Design Services - Amendment No. 01 Motion to adopt a Resolution Approving and Authorizing the Village Administrator's Signature on a Professional Services Agreement and approving purchase order number 26-00805 and payment in an amount not to exceed $43,800 for Park Street Phase 2 Concept Plan - Amendment No. 01 with Kimley-Horn and Associates. C. Public Works & Engineering Committee (Lambert, Krinski, Juarez) 1. SCADA Infrastructure Upgrade Motion adopt a Resolution authorizing the Assistant Village Administrator to execute an agreement with Concentric Integration for the SCADA Infrastructure Upgrade, and to approve the purchase of SCADA hardware and related components from Dell as outlined in the attached proposals, including approval of purchase order number 26- 00795 in the amount of $94,700 to Concentric Integration and purchase order number 26-00796 in the amount of $32,382.54 to Dell Marketing. 2. Vehicle Purchase for Police Department - Budget Amendment and Purchase Order Motion to approve FYE2026 budget amendments for account numbers 296-318-49910 in the amount of $45,720, 100-231-49910 in the amount of $20,780, and 272-315-48350 in the amount of $66,500.00 and adopt a Resolution waiving bids, accepting proposals, and approving purchase order numbers 26-00791 in the amount of $50,000 to Buss Ford, 26-00797 in the amount of $4,645.95 to Great Lakes Customs, and 26-00798 in the amount of $10,470.90 to Havey Communications Inc. for one police vehicle through direct purchase. D. Finance Committee (Schwenk, Ugaste, Grieco) 1. Governing Body Motion to approve the payment of bills, as indicated in the Governing Body Report for Board of Trustees Agenda 1/26/2026 Page |2 Page 2 of 148  the period between January 13, 2026 and ending January 26, 2026 in the amount of $2,606,441.95. E. Public Safety Committee (Ugaste, Lambert, Krinski) F. Building Committee (Krinski, Ugaste, Schwenk) X. SCHEDULED BUSINESS A. Omnibus Vote Items 1. Robert Half Purchase Order Motion to approve purchase order number 26-00794 in the amount of $46,400 to Robert Half for temporary employment services. 2. BS&A Software Service Suite Motion to approve purchase order number 26-00799 in the amount of $77,695.00 for BS&A Software Services for the period of 01/2026 through 01/2027. 3. Snow and Ice Control Services - Zone 7 Motion to approve purchase order number 26-00801 in the amount of $50,000 to Midwest Snow Solutions, Wauconda, Illinois, for contractual snow and ice control services in Zone 7. 4. Snow and Ice Control Services - Zone 8 Motion to approve purchase order number 26-00800 in the amount of $30,000 to Yellowstone Landscape, Wauconda, IL, for contractual snow and ice control services in Zone 8. 5. FY26 Bulk Rock Salt - County Bid Motion to approve a budget amendment to account number 100-441-47541 in the amount of $21,484.80 and approve purchase order number 26-00809 in the amount of $21,484.80 to Morton Salt, Inc. of Chicago, Illinois for bulk rock salt. XI. OTHER BUSINESS XII. EXECUTIVE SESSION A. Motion to recess into Executive Session to discuss pending litigation pursuant to 5 ILCS 120, Section 2(c)(11), land acquisition or sale of property pursuant to 5 ILCS 120, Section 2(c)(5), personnel pursuant to 5 ILCS 120, Section 2(c)(1), and minutes pursuant to 5 ILCS 120, Section 2(c)(21). B. Motion to reconvene Village Board Meeting C. Attendance D. Action from Executive Session Board of Trustees Agenda 1/26/2026 Page |3 Page 3 of 148 XIII. ADJOURNMENT A. Motion to Adjourn the Regular Board Meeting The Village of Mundelein, in compliance with the Americans with Disabilities Act, requests that persons with disabilities who require certain accommodations to allow them to observe and/or participate in this meeting, or who have questions about the accessibility of the meeting or facilities, to contact the ADA Coordinator at 847-949-3200 to allow the Village to arrange accommodations for those persons. Board of Trustees Agenda 1/26/2026 Page |4 Page 4 of 148 Village Board Regular Meeting Minutes January 12, 2026 CALL TO ORDER The 3335th Regular Meeting of the Board of Trustees of the Village of Mundelein was held on January 12, 2026, at 300 Plaza Circle, Mundelein. Mayor Meier called the meeting to order at 7:00 PM. ATTENDANCE Deputy Clerk Monroe took the roll call. It indicated as follows: Board Attendance PRESENT: Trustee Grieco, Trustee Juarez, Trustee Krinski, Trustee Lambert, Trustee Schwenk, Trustee Ugaste ABSENT: Village Attendance PRESENT: Attorney Cahill, Village Administrator Guenther, Assistant Village Administrator Monroe, Finance Director Miller, Fire Chief Lark, Police Chief Seeley, Building Department Director Sellas, Community Development Director Orenchuk, Public Works and Engineering Business Service Manager Howe ABSENT: PLEDGE OF ALLEGIANCE Mayor Meier led the Pledge of Allegiance. MINUTES APPROVAL Approve the Board of Trustees Regular meeting minutes from December 8, 2025 The board approved the regular board of trustee minutes from December 8, 2028. PUBLIC COMMENTARY • James Cavanaugh - Center for Independent Living. Came to tell us about the program and what they do. Lake County Center for Independent Living, serving Lake and McHenry counties, is a 501(c)3 not-for-profit, disability rights organization. We exist to ensure that all people with disabilities have the tools they need to live independently. Governed and staffed by a majority of people with disabilities, we are a consumer-controlled organization, which means the services we provide are those chosen by our consumers. To learn more, visit their website at https://www.lccil.org/. Page 5 of 148  • Alay Shah - Quick Pick Liquor Owner - 635 North Midlothian Road - Mr. Shah would like to have video gaming at his establishment. • Mohammad Alawsi - President of several Homeowner Associations in Mundelein and surrounding communities. He has concerns about rental registration. The Village of Mundelein is the only village that has a rental registration. It is very expensive, who is going to pay this? The website for Rental Registration is difficult to follow. PRESENTATIONS / AWARDS Presentation: Bird City Illinois Audubon Society talked about Bird City Illinois. The mission of Audubon Council of Illinois, as a coalition of Illinois chapters of the National Audubon Society, is to cooperate with Chapters of the National Audubon Society in promoting sound environmental legislation emphasizing conservation of State natural resources, in sponsoring environmental educational initiatives that transcend Chapter boundaries, in enhancing inter-Chapter relationships, and in fostering awareness of Audubon Council’s activities. The Bird City Mission is to encourage all communities in Illinois to implement sound bird-conservation practices by offering public recognition to those that succeed in enhancing the environment for birds and educating the public about the relationship between birds and people and how that contributes to a healthy community. The group presented the Village with Bird City Illinois street signs. Mundelein is one of 13 communities in Illinois which has become a bird city. Visit Bird City Illinois https://birdcity.org/illinois/communities for more information. PUBLIC HEARINGS No public hearings. MAYOR'S REPORT Meeting Call — Finance Committee Meeting on January 22, 2026 at 3:30 PM at the Village Hall, 300 Plaza Circle, Mundelein, to discuss the TIF II, TIF III, and TIF IV. Creation of a Class P Liquor License and establishing the corresponding fee Motion to approve an ordinance amending Chapter 5.76 and Chapter 3.80 creating a new Page 6 of 148 Class P liquor license classification, establishing a corresponding fee, and authorizing the issuance of one (1) Class P license to the Mundelein Park and Recreation District for use at Diamond Lake Recreation Center. Trustee Krinski wanted to make sure that liquor establishments have proper dram insurance before the license is approved. The answer is yes, they do have to have dram insurance before a license is issued. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Daniel Juarez SECONDER: Trustee Tony Ugaste AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Decrease the Number of Class H Liquor Licenses Motion to pass an Ordinance amending Chapter 5.76 of the Mundelein Municipal Code to decrease the number of Class H liquor licenses authorized in the Village of Mundelein as it relates to Village Green Golf Course at 2501 North Midlothian Road. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Arnold Krinski SECONDER: Trustee Jennifer Grieco AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Amending Village Code: Meetings Motion to pass an Ordinance Amending Sections 2.04.035 and 2.04.070 of the Mundelein Municipal Code to ensure compliance with state law and alignment with current Village practices. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Daniel Juarez SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None IGA Between the Village of Mundelein and Mundelein District 75 for Use of Mundelein Public Works Facility in the Event of an Emergency Motion to authorize the Village Administrator to sign the Intergovernmental Agreement between the Village of Mundelein and the Mundelein School District 75 for Page 7 of 148  the use of Mundelein Public Works Facility in the Event of an Emergency. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Erich Schwenk SECONDER: Trustee Arnold Krinski AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None IGA Between the Village of Mundelein and Mundelein District 120 for Use of Mundelein Public Works Facility in the Event of an Emergency Motion to authorize the Village Administrator to sign the Intergovernmental Agreement between the Village of Mundelein and the Mundelein School District 120 for the use of Mundelein Public Works Facility in the Event of an Emergency. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Daniel Juarez SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None TRUSTEE REPORTS Community Happenings Committee (Grieco, Juarez, Lambert) Community Happenings Report from Trustee Grieco No report. Happy New Year! Community and Economic Development Committee (Juarez, Schwenk, Grieco) Housing Market Study Professional Services Agreement Motion to adopt a Resolution Approving and Authorizing the Village Administrator's Signature on a Professional Services Agreement and approving purchase order number 26-00758 and payment in an amount not to exceed $33,750 for a Housing Market Study with Development Planning Partners and Goodman Williams Group. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Daniel Juarez Page 8 of 148 SECONDER: Trustee Arnold Krinski AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Map Amendment to Rezone the property at 103 South Lake Street Motion to pass an Ordinance approving a map amendment to rezone the property at 103 South Lake Street, Mundelein, Illinois from R-3 Single Family Residential to R-4 Two-Family Residential. Trustee Krinski inquired about the fire code being met before amending the zoning for this property. All fire codes have been met. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Daniel Juarez SECONDER: Trustee Tony Ugaste AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Public Works & Engineering Committee (Lambert, Krinski, Juarez) Budget Amendment 260-436-48740 - Streets Motion to authorize the Business Services Manager to sign the 2026 (FY27) MFT Joint Municipality Resurfacing Improvements proposal and the 2026 (FY27) MFT Improvements Design Services Agreement with Gewalt Hamilton Associates for the 2026 (FY27) MFT Improvements Project and authorize purchase order number 26- 00745 in the amount of $5,950.00 and purchase order number 26-00749 in the amount of $19,805.00. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Kara Lambert SECONDER: Trustee Daniel Juarez AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Finance Committee (Schwenk, Ugaste, Grieco) Page 9 of 148 TIF 2 Note Expense Amendment Motion to approve the budget amendment increase for TIF 2. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Erich Schwenk SECONDER: Trustee Jennifer Grieco AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Governing Body Motion to approve the payment of bills, as indicated in the Governing Body Report for the period between December 9, 2025 and ending January 12, 2026 in the amount of $3,012,339.39. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Erich Schwenk SECONDER: Trustee Tony Ugaste AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Public Safety Committee (Ugaste, Lambert, Krinski) Amending Village Code: Administrative Adjudication Motion to pass an Ordinance Amending Chapter 2.101 of the Mundelein Municipal Code to replace certified mail with first-class mail for service of administrative notices and remove outdated language regarding driver’s license suspension, including repeal Section 2.101.120. Trustee Krinski inquired about the certified mail and how we track whether the mail is received. There is not a need to track the mail. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Jennifer Grieco AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Page 10 of 148  Building Committee (Krinski, Ugaste, Schwenk) No motions and no report. SCHEDULED BUSINESS Omnibus Vote Items Executive Session Meeting Minute Approval Motion to approve the Executive Session Meeting Minutes for the September 22, 2025 meeting. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None GIS Consortium Membership Motion to authorize the Business Services Manager to sign the annual service provider contract with the Village's GIS Consortium Service Provider, Municipal GIS Partners, Inc. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None IRMA 2026 Annual Contribution Motion to approve purchase order number 26-00750 in the amount of $807,862 to IRMA for the 2026 Annual Contribution. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Page 11 of 148 Verigreen Development - Annual TIF Motion to approve purchase order number 26-00751 in the amount of $21,346.66 to Verigreen Development for the Annual TIF Payment year 2024 paid 2025. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Mundelein Downtown Properties LLC - TIF 2 Note Motion to approve purchase order number 26-00753 in the amount of $544,891.42 to Mundelein Downtown Properties LLC for FY26 replacement TIF 2 Note. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Morris Station LLC - TIF 2 Note Motion to approve purchase order number 26-00754 in the amount of $174,817.53 to Morris Station LLC for FY26 TIF 2 Note Payment. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None DR Horton Inc-TIF 4 Note Motion to approve purchase order number 26-00756 in the amount of $293,394.00 to DR Horton Inc for FY26 TIF 4 Note Payment. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None Page 12 of 148  ABSTAIN: None Budget Amendment & Purchase of David Clark wireless systems for fire apparatus Motion to approve a budget amendment in the amount of $47,500 to GL account 291- 316-484200 for purchase order number 26-00737 and payment in the amount of $47,500 to Baycom for the purchase of the David Clark Intercom System. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None Budget Amendment & Purchase of Jail Monitoring Equipment Motion to approve the budget amendment, purchase order number 26-00763 and payment for the purchase and installation of software and hardware to replace jail monitoring equipment for the Mundelein Police Department in the amount of $60,000 to Active Alarm Company. RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Tony Ugaste SECONDER: Trustee Erich Schwenk AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None EXECUTIVE SESSION Motion to recess into Executive Session to discuss pending litigation pursuant to 5 ILCS 120, Section 2(c)(11), land acquisition or sale of property pursuant to 5 ILCS 120, Section 2(c)(5), personnel pursuant to 5 ILCS 120, Section 2(c)(1), and minutes pursuant to 5 ILCS 120, Section 2(c)(21). No Executive Session. Motion to reconvene Village Board Meeting Attendance Page 13 of 148  Action from Executive Session OTHER BUSINESS No other business. ADJOURNMENT Motion to Adjourn the Regular Board Meeting RESULT: Passed [Yes 6, No 0, Abstained 0] MOVER: Trustee Erich Schwenk SECONDER: Trustee Kara Lambert AYES: Jennifer Grieco, Daniel Juarez, Arnold Krinski, Kara Lambert, Erich Schwenk, Tony Ugaste NAYS: None ABSTAIN: None _________________________________ Village Clerk Page 14 of 148 To: Mayor and Board of Trustees From: Amanda Orenchuk, Director of Community Development For: Village Board Meeting of January 26, 2026 Subject: Presentation from Economic Development Consultant, John Lynch Financial Impact: N/A Attachments: None Background: The Village engaged John Lynch for a short-term economic development consulting contract. Mr. Lynch is concluding his services for the Village and will be sharing insights with the Board. Recommendation: Page 15 of 148 To: Mayor and Board of Trustees From: Lynne Monroe, Assistant Village Administrator For: Village Board Meeting of January 26, 2026 Subject: Comcast Business - Phone Service Agreement Financial Impact: <$4,500 monthly budgeted expense beginning FY27, replacing the existing phone solution ViIlage wide, eliminating planned capital expenditures. Attachments: 1. R-26-01-02 - SOF 2026-01-118197 - Village of Mundelein - Village 5 yrs 2. R-26-01-02 - Masergy MSA Version 20 Final11032025 3. R-26-01-02 - PSA Masergy Hosted UC 33123 1 Background: The Village is transitioning from its current phone systems (ShoreTel and Cisco) and traditional phone lines to a unified solution through Comcast/Masergy. This change will consolidate all departments onto a single, modern system under a monthly leasing program, improving efficiency, eliminating the frustration caused by multiple systems across departments, and reducing maintenance complexity. Agreement Details: • Provider: Comcast/Masergy • Cost: Approximately $4,500 per month to being after implementation • Term: 60 months (5 years) • Includes: Training for staff, full support, and future-proof technology • Implementation is expected to take approximately 120 days from execution of the contract. Staff recommends leasing a new Village-wide phone system to provide predictable monthly costs without a large upfront investment, ensure technology remains current without paying for upgrades, and significantly reduce maintenance burdens by shifting support to Comcast. This change eliminates multiple ongoing expenses, including annual maintenance costs that have historically exceeded $30,000 for just one system. Leasing also offers scalability and flexibility for future growth while minimizing risk and costs Page 16 of 148 associated with owning depreciating hardware, a challenge we currently face with aging phones. This approach aligns with IT modernization efforts and reduces reliance on staff for phone maintenance. The Police Shoretel phone system is already end-of-life and approved for replacement in the current budget year, while Cisco servers supporting other departments are nearing end-of-life. Adopting Comcast’s service removes the need for an additional capital expenditure for phone system replacement in the next budget cycle. Key Features of the Proposed Comcast Unified Communications as a Services (UCaaS) Solution: • One System for Everyone – All Village departments will use the same phone system, making communication easier. • Works Anywhere – Use your phone system on a computer or mobile device; phones can be moved without programming and maintain extension • Emergency Services Built-In – Includes 911 location services for safety. • Optional Desk Phones – Staff can choose between traditional desk phones or just using their computer/mobile. All phones will be replaced. • Training Included – Comcast will train staff for a smooth transition. The Comcast phone solution aligns with ongoing network infrastructure modernization efforts. The SD- WAN implementation provides automatic failover in the event of a Comcast outage, ensuring continuity for both internet access and the proposed phone system. Beyond redundancy, each building will operate independently, preventing issues in one location from impacting others. This eliminates the current single point of failure at Village Hall and significantly enhances overall network and phone system resilience. Recommendation: Motion to adopt a Resolution accepting the proposal and authorizing the Assistant Village Administrator to execute the Service Order Form and related service agreement documents with Comcast Business Masergy Communications for Village phone services. Page 17 of 148  I hereby certify that the attached is an original of Resolution No. R-26-01-2 that said Resolution was adopted on January 26, 2026, that it was posted in the Village Hall commencing on 1/27/2026 and for at least 10 days thereafter. Copies are available for public inspection upon request of the Village Clerk. Village Clerk Page 18 of 148 RESOLUTION NO. R-26-01-2 RESOLUTION AUTHORIZING THE EXECUTION OF SERVICE ORDER FORM AND MASTER SERVICE AGREEMENT WITH COMCAST BUSINESS PHONE SERVICES WHEREAS, the Village currently operates two separate phone systems and traditional phone lines; and WHEREAS, the Village seeks to improve efficiency and reliability by consolidating all phone services under a single provider; and WHEREAS, Comcast/Masergy has proposed a monthly leasing program that will provide a unified phone system for all Village departments; and WHEREAS, Masergy, a Comcast company, is the contracting entity on the Service Order Form (SOF) and Master Service Agreement, providing Unified Communication as a Service (UCaaS); and WHEREAS, leasing the system provides predictable monthly costs, eliminates large upfront capital expenditures, and ensures the Village remains current with technology; and WHEREAS, UCaaS through this agreement aligns with the Village’s long-term IT modernization strategy and positions the organization for future technology changes; and WHEREAS, the Village Board finds it in the best interest of the Village to enter into this agreement to implement Comcast phone services Village-wide; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MUNDELEIN, COUNTY OF LAKE, STATE OF ILLINOIS as follows: SECTION I: That the Agreement is hereby approved, subject to attorney review and approval, and the Assistant Village Administrator is hereby authorized and directed to execute the Comcast Business Service Order Form (SOF) and associated Master Service Agreement, with Masergy as the signatory on behalf of Comcast, and to take such further actions as may be necessary to implement these services.This Resolution shall be in full force and effect from and after its passage and approval as provided by law. XXXX this 26th day of January 2026 by roll call vote. RESULT: [] MOVER: None SECONDER: None AYES: None NAYS: None ABSTAIN: None Page 19 of 148  President ADOPTED: Monday, January 26, 2026 APPROVED: Monday, January 26, 2026 ATTEST: Village Clerk Page 20 of 148  Service Order Form Addendum: 2026-01-118197 Customer: Currency: Village of Mundelein USD Order Summary Product Qty MRC NRC UCaaS - Hosted UC and SIP Trunk Automated Attendant 214 $0.00 $0.00 Emergency Calling 234 $0.00 $0.00 Hosted Enterprise User 214 $2,140.00 $0.00 HuntGroup 214 $0.00 $0.00 Voicemail Service w/Transcription 214 $0.00 $0.00 UCaaS - Domestic Services Basic DID Service 50 $12.50 $0.00 UCaaS - Enhanced Services Call Recording 50 $150.00 $0.00 Utility Line 20 $100.00 $0.00 Utility Voicemail 75 $375.00 $0.00 Virtual Fax 8 $32.00 $0.00 UCaaS - Handsets and Accessories Cisco 8811 MP SIP Phone 71 $319.50 $0.00 Cisco 8851 MP SIP Phone 159 $795.00 $0.00 Cisco ATA191 MP Analog Adapter 4 $20.00 $0.00 Total: $3,944.00 $0.00 Account Team David Widd Account Executive Email: david.widd@masergy.com Phone: (312) 429-1565 MASERGY CONFIDENTIAL Page 1 of 4 Page 21 of 148  Service Order Form Addendum: 2026-01-118197 Customer: Currency: Village of Mundelein USD E911 ACKNOWLEDGEMENT Your Masergy Voice Services set forth in this Service Order Form (the “Voice Services”) have the following 911 limitations: (i) In order for 911 calls to be properly directed to emergency services using the Voice Services, Customer must provide and maintain the correct service address information (“Registered Service Location”) for each telephone number and extension used by Customer. The Registered Service Location should also include information such as floor and office number as appropriate. (ii) If the Voice Services are moved to, or used in, a different location without Customer providing an updated Registered Service Location, 911 calls may be directed to the wrong emergency authority, may transmit the wrong address, and/or the Voice Services (including 911) may fail altogether. Customer’s use of a telephone number not associated with its geographic location, or a failure to allot sufficient time for a Registered Service Location change to be processed, may increase these risks. (iii) Customer is solely responsible for programming its telephone system to map each telephone number and extension to the correct location, and for updating the telephone system as necessary to reflect moves or additions of stations. (iv) Customer 911 calls may be sent to an emergency call center where an agent will ask for the caller’s name, telephone number, and location, and then will contact the local emergency authority. (v) The Voice Services use electrical power in the Customer’s premises. If there is an electrical power outage, 911 calling may be interrupted if back-up power is not installed, fails, or is exhausted. Voice Services that rely on a broadband connection may also be interrupted if the broadband service fails. (vi) Calls using the Voice Services, including calls to 911, may not be completed if there is a problem with network facilities, including network congestion, network equipment and/or power failure, a broadband connection failure, or another technical problem. (vii) Failure by Customer to make updates to the Registered Service Location, including updates to restore service address to the original Registered Service Location, or failure to allot sufficient time for the Service Location update provisioning to complete may result in emergency services being dispatched to the incorrect Service Location. (viii) Customers should call Masergy at 1 (800) 942-4700 or email Masergy at ucsupport@masergy.com if they have any questions or need to update the Registered Service Location in the E911 system. BY SIGNING BELOW, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE FOREGOING 911 NOTICE AND THE 911 LIMITATIONS OF THE VOICE SERVICES. Agreed and Accepted Masergy Communications, Inc. Customer: Village of Mundelein Signature: m_sig_sig Date: m_sig_date Signature: c_sig_sig Date: c_sig_date Name (Print): m_sig_name Name (Print): c_sig_name Title: m_sig_title Title: c_sig_title 2740 N Dallas Pkwy, Suite 260 300 Plaza Cir Plano, TX 75093 Mundelein, Illinois 60060-2342 United States United States ATTN: Contracts Administration m_cntr_init text Phone: (214) 442-5700 MASERGY CONFIDENTIAL Page 2 of 4 Page 22 of 148  Service Order Form Addendum: 2026-01-118197 Customer: Currency: Village of Mundelein USD TOTAL MRC OLD MRC TOTAL NRC OLD NRC MRC Delta $ 3,944.00 0.00 $ 0.00 0.00 $ 3,944.00 MRC = Monthly MRC = Monthly Recurring NRC = Non-Recurring NRC = Non-Recurring Recurring Charges Charges Charges Charges Network & UCaaS Master Service Agreement US Version The terms and conditions of Service are set forth in the current US Master Service Agreement available at https://business.comcast.com/enterprise/terms- conditions/masergy 1 Masergy will provide the required details to configure the Customer Provided Equipment (CPE), if relevant to the Services listed herein. Additional Installation or configuration support for the CPE is available, upon Customer's request, at a rate of $100 per hour ('Consulting Fee'). Additionally, onsite professional support is available, upon Customer's request, at a rate of $150.00 per hour with a four (4) hour minimum ('Professional Services Fee'). 2 If within six (6) months of the execution of this Service Order Form by both Parties: (i) Customer has not provided the information required to provision the Service(s); or (ii) there are delays to deliver the Service(s) due to Customer's action or inaction, then Masergy reserves the right to cancel the provision of such Service(s) and invoice Customer a one-time charge of two times (2X) the monthly Recurring Charges of such Service(s). Additionally, if Masergy is subject to any third party charges as a result of: (i) Customer's acts or omissions; or (ii) Customer requested changes, including but not limited to, requested dates, site contact information, configuration changes, etc., then Customer shall be liable for such charges and Masergy will invoice Customer the applicable charges as set forth under the then-current Ancillary Service Charges document which is incorporated herein by this reference and available at www.masergy.com. 3 Prices listed herein are for Masergy Services only and do not include potential charges that may be associated with the installation, maintenance, or warranty of circuit extension work or any additional construction required to complete local access facilities or line extensions. Masergy will order all telco lines required for local access to the designated building point of demarcation. If formally requested by Customer, Masergy will request the Local Exchange Carrier (LEC) or other 3rd party provider to extend the circuit from the designated building point of demarcation to the extended delivery point. In some cases Masergy may not be able to provide the line extension. Customer may be billed separately by Masergy or by a third party for fees associated with facilities construction or line extensions, if applicable. 4 Masergy Provided Equipment (MPE) will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted) in the event of Service termination. Customer will be responsible for the shipping costs associated with the UCaaS equipment referred to herein as Purchased or Rental. 5 The Services shown herein may be provided over Masergy's or its affiliates' or subsidiaries' networks, or through resale, and shall be deemed to include any provision of equipment, cabling, circuits, facilities, systems or software undertaken by Masergy or on Masergy's behalf. Rate Plans 1 International inter-country calls are rated pursuant to the current International Calling Plan published at: www.masergy.com/ucaas/global-rates 2 United States Directory Assistance calls are rated at $0.75 per call. 3 Hosted UC User Licenses with USA persona include one (1) local phone number and unlimited outbound minutes to USA and Canada. MASERGY CONFIDENTIAL Page 3 of 4 Page 23 of 148  Service Order Form Addendum: 2026-01-118197 Customer: Currency: Village of Mundelein USD Solution Detail 300 Plaza Cir, Mundelein, IL, 60060-2342, United States of America UCaaS Product Action Qty Term Unit MRC Net MRC Net NRC Hosted Enterprise User New 214 60 Months $10.00 $2,140.00 $0.00 Automated Attendant New 214 60 Months $0.00 $0.00 $0.00 Emergency Calling New 214 60 Months $0.00 $0.00 $0.00 HuntGroup New 214 60 Months $0.00 $0.00 $0.00 Voicemail Service w/Transcription New 214 60 Months $0.00 $0.00 $0.00 Utility Line New 20 60 Months $5.00 $100.00 $0.00 Emergency Calling New 20 60 Months $0.00 $0.00 $0.00 1 Basic DID Service New 50 60 Months $0.25 $12.50 $0.00 Call Recording New 50 60 Months $3.00 $150.00 $0.00 Cisco 8811 MP SIP Phone - Rental New 71 60 Months $4.50 $319.50 $0.00 Cisco 8851 MP SIP Phone - Rental New 159 60 Months $5.00 $795.00 $0.00 Cisco ATA191 MP Analog Adapter - Rental New 4 60 Months $5.00 $20.00 $0.00 Utility Voicemail New 75 60 Months $5.00 $375.00 $0.00 Virtual Fax New 8 60 Months $4.00 $32.00 $0.00 Totals: $3,944.00 $0.00 MASERGY CONFIDENTIAL Page 4 of 4 Page 24 of 148  MASTER SERVICE AGREEMENT This Master Service Agreement is entered into by and between Masergy Communications, Inc. (“Masergy”), a Delaware corporation, and Customer (each referred to as a “Party” or collectively referred to as the “Parties”) and establishes the terms and conditions under which Masergy will provide Services (as defined below) to Customer. Definitions “Acceptance” shall mean Masergy’s acceptance of a Service Order Form: (a) in writing by execution of the Service Order Form by both parties; (b) by Masergy taking any action to install the Service in reliance upon the Service Order Form; or (c) by Masergy’s delivery of Service. “Affiliate” shall mean, with respect to each Party, any person or entity that controls, is controlled by, or is under common control with such Party. For purposes of this definition, “control” shall mean ownership of fifty percent (50%) or more of the voting control or other voting ownership interest in an entity. “Agreement” shall mean, collectively, this Master Service Agreement, any applicable Product Specific Attachment (“PSA”), each binding Service Order Form, any applicable amendment executed by the Parties (“Amendment”), the Acceptable Use Policy (“AUP”), and the Privacy Policy (as defined in Section 17.2). “Anti-Corruption Laws” shall mean: (i) the U.S. Foreign Corrupt Practices Act (“FCPA”); (ii) the U.K. Bribery Act 2010; and (iii) any other applicable anti-corruption laws. “CC Service” or “UCaaS” shall mean Masergy’s services for unified communications as a service implemented using session initiation protocol trunking, hosted applications, and hybrid services, as more specifically described in the applicable PSA(s). “Commencement Date” shall mean the date set forth in the applicable PSA or, for Service that does not have a PSA: (i) the date a functioning physical circuit is prepared to route IP packets from a Masergy hub to an individual Service Location point of demarcation, tested and confirmed by Masergy; or (ii) in the case of Service(s) other than a physical circuit provided by Masergy (e.g., CC Services etc.), the earlier of: (a) the date Customer is notified that the Service is ready for use; or (b) five (5) business days from the Commencement Date of the last Masergy provided circuit installed at a Service Location, ordered on the same Service Order Form. In the case of a Service renewal, the Commencement Date shall be the effective date of such Service Order Form or as otherwise set forth in the Service Order Form. A single Service Order Form containing multiple Service Locations or Services may have multiple Service Commencement Dates. “Confidential Information” shall mean all information regarding either Party’s business that has been marked or is otherwise communicated as being “proprietary” or “confidential” or which reasonably should be known by the receiving Party to be proprietary or confidential information. Without limiting the foregoing, Confidential Information shall include, even if not marked or otherwise designated as proprietary, the Agreement, all Software (as defined in Section 5.5), promotional materials, proposals, quotes, rate information, discount information, subscriber information, network upgrade information and schedules, network operation information (including without limitation information about outages and planned maintenance), and invoices, as well as the Parties’ communications regarding such items. Confidential Information does not include any data transmitted over or through the Services. “Customer” shall mean the entity named on the Service Order Form. “Customer-Provided Equipment or “CPE” shall mean all facilities, equipment, and devices supplied by Customer, or by a party not contracted by Masergy, for use in connection with the Services. Page 1 of 17 CBM Ver. 2.0 Page 25 of 148 “Government Entity” shall mean a government at any level, including national, state, local, or municipal; an instrumentality, board, commission, court, agency, or subdivision, whether civilian or military, of any of the above; a government-owned or government-controlled association, organization, business, or enterprise (including any state- owned enterprise or any entity financed in large measure through public appropriations, performing public functions, or whose officers or directors are appointed by a government body); any political party; and any public international organization, i.e. organizations whose members are countries, territories, governments of countries or territories. “Government Official” shall mean: (i) any official, officer, employee (regardless of rank), or person acting on behalf of a Government Entity; or (ii) any political party official or candidate for political office. “IT Service” shall mean Masergy’s data and video network services and managed information technology services, as may be further described in the applicable PSA(s). “Masergy” shall mean Masergy Communications, Inc., or its operating Affiliates that provide the Services. References to Masergy in Sections 8 and 15 shall also include its Affiliates and their respective directors, officers and employees. “Masergy Equipment” shall mean any and all facilities, equipment or devices provided by Masergy or its authorized contractors that are used to deliver the Services. Notwithstanding the foregoing, inside telephone wiring within a Service Location, whether or not installed by Masergy, shall not be considered Masergy Equipment. “Portals” shall mean the web-based applications through which Customer can utilize features such as viewing available usage, certain performance information, and current invoices. “Product Specific Attachment(s) or PSA(s)” shall mean the additional terms and conditions, if any, applicable to the Services ordered by Customer under the Agreement. “Service(s)” shall mean each of the services provided by Masergy for which Customer subscribes. All Services provided under the Agreement are for commercial, non-residential use only. “Service Location(s)” shall mean the Customer location(s) where Masergy provides the Services. “Service Order Form” shall mean an order form for the provision of Services to a Service Location(s) on the then- current Masergy form designated for such purpose, or such other form, or in such other manner, as may be agreed upon by the Parties. “Termination Charges” shall mean charges that may be imposed by Masergy upon early termination of Service as specified in this Master Service Agreement, the applicable PSA, or the applicable Service Order Form, including any exhibits, attachments, schedules or addenda thereto. “Website” shall mean the Masergy website where this Master Service Agreement, the PSAs, the Privacy Policy (as defined in Section 17.2), and the AUP (as defined in Section 1.7) are posted. The current URL for the Website is https://business.comcast.com/enterprise/terms-conditions/masergy-msa (as the same may be updated by Masergy from time-to-time). Page 2 of 17 CBM Ver. 2.0 Page 26 of 148 1. Services and Service Orders 1.1. Orders. Customer may order Services for itself and its Affiliates, provided that Customer shall be fully responsible and liable for all such Affiliates’ use of the Services and compliance with the terms of the Agreement. To request Service at a Service Location, Customer may request a Service Order Form from Masergy. If Customer wishes to move forward with the provision of the requested Service(s), Customer shall: (i) sign and return the Service Order Form to Masergy, or (ii) subscribe to Services through the Portals, if applicable. Customer consents to the use of electronic documents and records in connection with the performance of this Agreement and delivery of the Services by Masergy. Each Service Order Form shall be governed by this Master Service Agreement. A Service Order Form shall be effective upon Acceptance. 1.2. Provisioning. The Services may be provided over Masergy’s, its Affiliates’, or its subsidiaries’ networks, or through resale and may include any provision of equipment, cabling, circuits, facilities, systems, or software undertaken by Masergy or on Masergy’s behalf. In addition to its Affiliates, Masergy may use contractors or other third parties in providing the Services. 1.3. Access. To deliver Services to Customer, Masergy may require access, right-of-way, conduit, and/or common room space within and/or outside each Service Location and facility containing the Service Location (“Access”). Within each Service Location and facility containing the Service Location, Customer shall be solely responsible for securing and maintaining such Access as Masergy may require to deliver the Services. In the event that Customer fails to secure or maintain such Access, Masergy: (i) may upon thirty (30) days prior written notice cancel or terminate Service at such Service Location and such termination shall be subject to applicable Termination Charges; and (ii) shall be excused from its obligations with respect to the Service(s) at such Service Location (including any obligation to issue service credits) until such time as Customer provides Masergy with the necessary Access. If Masergy is unable to secure or maintain Access outside a particular Service Location or facility and associated property containing the Service Location, which Access is needed to provide Services to such Service Location, Customer or Masergy may cancel or terminate Service at such Service Location, without further liability beyond the termination date, upon a minimum thirty (30) days’ prior written notice to the other party. 1.4. Hazardous Materials. If the presence of asbestos or other hazardous materials exists or is detected at a Service Location or within the building where the Service Location is located, Masergy may immediately stop providing or installing Services until such materials are removed. Customer shall be responsible for any additional expense incurred by Masergy as a result of encountering, or in the avoidance of, hazardous materials. 1.5. Service Level Agreement. Masergy shall provide Customer with Service credits in accordance with the applicable PSA. Outages attributable to Customer-provided local access circuits shall not be included in the calculation of Service unavailability. In the event of an outage or other performance issues that Masergy determines are attributable to a Customer-provided service, such outage will be referred back to the Customer. Notwithstanding the foregoing, Masergy shall have no liability for the failure of the internet, local loops, or other circuits, connections or services not provided by Masergy or its contractors. 1.6. Changes and Substitutions. Masergy may substitute, change, or rearrange any equipment, facility, or system used in providing Services from time to time, including any Masergy Equipment; provided, any such removal or change does not cause a material degradation in the Services. Customer agrees to cooperate in the event that Masergy determines it is necessary to change a third-party service provider; so long as Customer does not incur any additional costs for the affected Service (unless such change is requested by the Customer). Notwithstanding the foregoing, Masergy reserves the right to substitute the type of local access loop connectivity for IT Service(s); provided, there is no change in pricing and the total bandwidth of the local access loop connectivity for the affected Service is equal to or greater than the bandwidth listed on the applicable Service Order Form for such Service. Page 3 of 17 CBM Ver. 2.0 Page 27 of 148 1.7 Acceptable Use Policy. All use of the Services must comply with the then-current version of Masergy’s AUP and/or the applicable Masergy Affiliate’s AUP, which is incorporated herein by reference and is available via the Website. Masergy and its Affiliates reserve the right to amend the AUP(s) from time to time, effective upon posting of the revised AUP(s) at its Website or by other notice to Customer. 2. Term. This Master Service Agreement shall be effective as of the date of the Service Order Form (the “Effective Date”) and shall continue through the expiration of the last Service Order Form(s) that is in effect under the Agreement, unless earlier terminated as provided herein. The term of a Service shall mean the initial duration of Service at each Service Location set forth in the Service Order Form (hereinafter the “Initial Service Term” or “Initial Term”). Until a Party provides the other Party with written notice not less than thirty (30) days prior to the expiration of the Initial Service Term, an Extension Service Term (as defined below) or any subsequent renewal Initial Service Term (or in the case of an increase in rates under Section 3.1, not more than thirty (30) days after notice of such increase), the Service shall automatically renew in increments of one year (each an “Extension Service Term” and together with the Initial Service Term, the “Service Term”). 3. Rates and Payments 3.1. Rates Generally. Customer agrees to pay all charges associated with the Services, including, but not limited to, any fees or payment obligations in connection with the Services imposed by governmental or quasi-governmental bodies, or by Masergy, in connection with the sale, installation, use, or provision of the Services (e.g., applicable franchise fees, right of way fees, and Universal Service Fund charges) regardless of whether Masergy or its Affiliates pay the fees directly or are required or permitted by law to collect them from Customer. Customer shall pay Masergy at the rates and currency for the Services set forth in the Service Order Form. Masergy may change the rates for Services for any Extension Service Term upon thirty (30) days (or such longer period as may be required by law) written notice to Customer prior to the expiration of the Initial Service Term or the current Extension Service Term. Customer acknowledges and agrees that such notice requirement may be satisfied by including notice of a monthly recurring service charge modification(s) in a Customer invoice or via other written communication. Service charges shall be invoiced monthly in advance, except for charges that are dependent upon usage of Service, which shall be billed in arrears. 3.2. Reduction of CC Services. Customer may reduce CC Services(s), provided that Customer must maintain a minimum of eighty percent (80%) of the contracted amount for CC Service(s) under each Service Order Form to avoid incurring early termination liability. 3.3. Non-Recurring Charges; Recurring Charges; Start-up Charges. In addition to the non-recurring charges and recurring charges set forth in the Service Order Form, Customer is responsible for any additional charges required to complete the construction or provisioning of any local access facilities (“Start-up Charge”). Masergy will provide Customer with written notification (email being sufficient) if any Start-up Charges are required. Customer must promptly notify Masergy if it rejects the Start-up Charge, and the affected Service(s) will be cancelled. Otherwise, Masergy will invoice, and Customer shall pay, for such charges. Customer is responsible for all recurring charges and all non-recurring charges (excluding Start-up Charges) from and after the Commencement Date. Masergy is not responsible for any delay in the Commencement Date caused by delays in approvals by Customer or third parties under Customer’s control. Recurring charges will be prorated for the first and last month of the applicable Service if the Service is not provided for a complete month. 3.4. Commencement Date. The Parties agree that a Service(s)’s Initial Service Term and billing shall start on the Commencement Date. Any failure on the part of Customer to be ready to receive Service, or any refusal on the part of Customer to receive Service, shall not relieve Customer of its obligation to pay charges for any Service that is otherwise available for use. Notwithstanding the foregoing or unless otherwise agreed to on the Service Order Form, if within six (6) months of the execution of the Service Order Form by both Parties: (i) Customer has not provided the information required to provision the Service(s); or (ii) there are delays to deliver the Service(s) due to Page 4 of 17 CBM Ver. 2.0 Page 28 of 148 Customer’s action or inaction, then Masergy reserves the right to cancel the provision of such Service(s) and invoice Customer a one-time charge of two times (2X) the monthly recurring charges of such Service(s). 3.5. Responsibility for Lines and Extensions. Masergy will order all telco lines required for local access to the designated building point of demarcation, unless otherwise agreed to by the Parties. Customer is responsible for the installation, maintenance, and warranty of circuit extension work or line extensions, and any charges associated with such circuit extension work or line extensions. If requested by the Customer, Masergy will request the Local Exchange Carrier (LEC) or other third-party provider to extend the circuit from the designated building point of demarcation to the extended delivery point; provided, however, that in some cases Masergy may not be able to provide the line extension. Customer may be billed separately by Masergy or by a third party for fees associated with facilities construction or line extensions, if applicable. 3.6. Payments Terms. All amounts owed by Customer are due and payable upon receipt of Masergy’s invoice and shall be past due thirty (30) days after the date of the invoice. Customer shall remit payment as set forth on the invoice. Notwithstanding any contrary language in any documents issued by the Customer to Masergy with respect to the Service(s), language in such documents shall be deemed to be for Customer’s internal use only and the provisions thereof shall have no effect whatsoever upon the terms and conditions of the Agreement or the provision of the Service(s). Masergy reserves the right to recover bank and/or finance fees related to payments when such payments are not made as per the remittance instructions on the invoice. If a Customer payment is past due, Customer shall be liable for: (i) a late charge equivalent to the lesser of 1.5% per month or the maximum rate permitted by applicable law on past due balances until paid in full; and (ii) any additional charges or expenses incurred by Masergy in recovering outstanding amounts due under the Agreement (including, without limitation, any legal costs and expenses and/or the cost of engaging a collection agency, attorney, or debt recovery agent). No acceptance of partial payment(s) by Masergy shall constitute a waiver of any rights to collect the full balance owed under the Agreement. 3.7. Separate Billing Entity. If Customer requests that Masergy bill a separate billing entity for Services, for proper accounting of value-added taxes or otherwise, Masergy must be notified at the time the Service Order Form is executed or upon not less than sixty (60) days advance written notice as to which billing entity and address Customer would like Masergy to bill. Masergy may, within its sole discretion, agree to accommodate such a request following receipt of such notice. If no such notice is timely received by Masergy, Masergy shall bill Customer at the address first set forth in the Agreement or such other billing address that has been previously provided to Masergy in writing. 3.8. Upgrades; Relocations; Changes to Services. If Customer elects to upgrade, relocate, or otherwise change the Services after commencement of the installation of facilities or the Commencement Date, Customer shall be responsible for any applicable charges as specified and agreed to in a new Service Order Form for the applicable Service Location(s); provided, however, that Customer shall not be liable for the Termination Charges set out in Section 7.3 for the disconnection of the original Service Location. 3.9. Taxes and Fees. Except to the extent Customer provides a valid tax exemption certificate prior to the delivery of Service, Customer shall be responsible for the payment of any and all applicable taxes or fees (however designated). Customer shall also be responsible to pay any taxes that become applicable retroactively. If Customer is required by applicable law to make any deduction or withholding from any payment due hereunder to Masergy, then the gross amount payable by Customer to Masergy will be increased so that, after any such deduction or withholding for Taxes, the net amount received by Masergy will not be less than Masergy would have received had no such deduction or withholding been required. 3.10. Disputes. If Customer disputes any portion of a Masergy invoice, Customer must: (i) pay the undisputed portion of the invoice as set forth in Section 3.6; and (ii) submit a written claim to billing@masergy.com regarding the disputed amount with: (i) the name and contact details for Customer’s employee with authority to resolve the dispute; and (ii) sufficient details supporting Customer’s claim within sixty (60) days of the date printed on the invoice giving rise to the claim. The Parties shall negotiate in good faith to resolve any billing dispute submitted by Page 5 of 17 CBM Ver. 2.0 Page 29 of 148 Customer pursuant to this Section. The portion of charges timely disputed will not be considered overdue until Masergy completes its investigation of the dispute, but Customer shall incur related late charges in accordance with Section 3.6 if such dispute is resolved in Masergy's favor. Following Masergy’s communication of the results of its investigation of the dispute to Customer, payment of all properly due charges and properly accrued late charges, if any, must be made within ten (10) days of the date of such communication. For avoidance of doubt, under no circumstances may Customer submit a billing dispute to Masergy later than sixty (60) days following the invoice date. 3.11. Credit Approvals and Deposits. Customer shall provide Masergy with credit information as requested, and delivery of Service is subject to credit approval. Customer hereby consents to and authorizes Masergy’s inquiry, receipt, and retrieval of credit information regarding Customer from third parties and to enter this information into Customer’s records. Masergy, in its sole discretion, may deny the Services based upon an unsatisfactory credit history. Subject to applicable regulations, Masergy may require Customer to make a pre-payment reasonably acceptable to Masergy as a condition to Masergy’ s Acceptance or continued provisioning of any Service Order Form, or as a condition to Masergy’s continuation of Service. Masergy shall hold any pre-payment provided by Customer under this Section 3.12 as security for payment of Customer’s charges without any responsibility for paying Customer interest on any amounts held. At such time as the provision of all Services to Customer is terminated, the amount of any pre-payment remaining will be credited to Customer’s account, and any remaining credit balance will be refunded. 4. Portals 4.1. Use of Portal. Customer agrees to use the Portals and any additional electronic or web-based services offered by Masergy in accordance with this Agreement. Customer acknowledges and agrees that the person using Customer's username and password for the Portals is an authorized user and such user has the capacity and authority to make modifications that may increase or decrease the Customer’s monthly recurring fees electronically on behalf of Customer. 4.2. Changes to Portal; Suspension. Masergy may change, modify, or alter at any time the information or functionality to which Customer will have access through the Portals. Masergy may immediately suspend Customer’s access to the Portals in its sole discretion, including without limitation, to address an emergency or threat to the security or integrity of Masergy’s equipment, information, systems, or personnel. 4.3. Customer Responsibility. Customer shall be responsible for the security, confidentiality, and use of Customer’s username, password, and other security data. Customer understands that Customer shall be solely responsible for all information or orders (which shall include the submission of trouble tickets) electronically transmitted or use of any data, information, or Services obtained using Customer’s username, password, and other security data. 4.4. Restrictions on Use; Disclaimer. Customer agrees not to use the Portals except as authorized, and not to make them available to any third parties. Customer agrees that its use of the Portals shall be consistent with the Agreement. Customer shall immediately notify Masergy if there is any unauthorized use of Customer’s account passwords and other security data or any use inconsistent with the terms of the Agreement. Masergy is not responsible for any information provided by Customer to third parties and Customer assumes all privacy and other risks associated with providing personally identifiable information to third parties via the Services. MASERGY SHALL NOT BE RESPONSIBLE OR OBLIGATED FOR ANY COSTS, FEES, EXPENSES OR LIABILITIES ACCRUING AS A RESULT OF ANY UNAUTHORIZED USE OF THE PORTALS, CUSTOMER’S ACCOUNT, PASSWORD(S), OR OTHER SECURITY DATA. Page 6 of 17 CBM Ver. 2.0 Page 30 of 148 5. Equipment, Access and Software 5.1. Responsibility for Masergy Equipment. Customer shall provide an adequate, environmentally controlled space and such electricity as may be required for installation, operation, and maintenance of the Masergy Equipment. Customer shall be liable for any damage to, loss of, or maintenance of Masergy Equipment or any other Masergy equipment, facility, or system caused by: (i) acts or omissions of Customer, its Affiliates, or a third party contractor of Customer or its Affiliates; (ii) malfunction or failure of any equipment or facility provided by Customer, its Affiliates, its agents, employees or suppliers; or (iii) by fire, theft, or other casualty at a Service Location, unless caused by the gross negligence or willful misconduct of Masergy. 5.2. Customer Changes to Masergy Equipment; No Liens. Customer shall not move, rearrange, attempt to repair, remove, disconnect, alter, or repair or otherwise tamper with any Masergy Equipment. Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy Equipment arising from any act, transaction, or circumstance relating to Customer. 5.3. Ownership of Masergy Equipment; Return. All Masergy Equipment will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted), upon termination or expiration of the applicable Service Order Form or Service(s). Masergy reserves the right to invoice Customer for the replacement cost of Masergy Equipment if returned in poor condition, damaged, or destroyed. Until such time as the Masergy Equipment is returned to Masergy, Masergy may continue to invoice Customer for the monthly fee applicable to such Masergy Equipment. 5.4. Customer-Provided Equipment. Unless otherwise set forth in a Service Order Form or applicable PSA, Customer shall have sole responsibility for providing maintenance, repair, operation, and replacement of all Customer-Provided Equipment, inside telephone wiring, and other Customer equipment and facilities on the Customer's side of the point of interconnection between the Masergy Network and Customer-Provided Equipment located at a Service Location. Neither Masergy nor its employees, Affiliates, agents, or contractors shall: (i) have any obligation to install, operate, or maintain Customer-Provided Equipment; or (ii) be liable for any damage, loss, or destruction to Customer-Provided Equipment, unless caused by the gross negligence or willful misconduct of Masergy. Customer-Provided Equipment shall at all times be compatible with the Masergy Network. Except as otherwise provided in a Service Order Form, Customer shall be responsible for the payment of service charges for visits by Masergy's employees, agents, or contractors to a Service Location when the service difficulty or trouble report results from Customer-Provided Equipment or facilities provided by a party not contracted by Masergy. 5.5. Software. The firmware, plug-ins, software, and code included in or associated with any Masergy Equipment or Services, including all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Masergy may make certain Software available to Customer in connection with the Services. Customer’s use of the Software is subject to the terms of the Agreement and any software license terms that Customer may be required to consent to as a condition to using the Software or the related Services. Customer agrees and acknowledges that: (i) in order to utilize some Services or portions thereof or access Customer’s data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not sell, lease, license, sublicense, copy, reproduce, modify, distribute, publish, publicly display, or reverse engineer, decompile, or disassemble the Software, attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; (vii) it will not create, write, or develop any derivative software or any other software program based on the Page 7 of 17 CBM Ver. 2.0 Page 31 of 148 Software; and (viii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available. Customer may not claim title to, or an ownership interest in, any Software (or any derivations or improvements thereto), and Customer shall execute any documentation reasonably required by Masergy, including, without limitation, end-user license agreements, for the Software. 5.6. Updates. Customer acknowledges that the use of Service may periodically require Masergy’s provision of, updates or changes to the Software resident in the Masergy Equipment (“Updates”). Masergy may perform such Updates remotely or on-site, at Masergy’s sole discretion. Customer hereby consents to, and shall provide free Access for, such Updates. If Masergy has agreed to provide Updates, Masergy will be excused from the applicable performance criteria and credits, and any and all liability and indemnification obligations regarding the applicable Service, to the extent resulting from Customer’s failure to allow Masergy to install any Updates. 5.7. IP Addresses. IP addresses assigned from a Masergy net-block are non-portable. Upon termination of a Service, any and all IP address space allocated by Masergy pertaining to such Service shall be retained by Masergy, and Customer’s right to use such allocated address space shall terminate. 6. Network and Access 6.1. Masergy Network. Masergy Equipment, Masergy’s data, applications, devices and network, including without limitation the software, equipment, and any internet connections controlled by Masergy to provide the Software or Services whether or not located on or at the Service Location(s) (collectively, the “Masergy Network”) is and shall remain the property of Masergy regardless of whether installed within, upon, overhead, above, or underground at or near the Service Location and shall not be considered a fixture or an addition to the land or the Service Location(s) located thereon. Customer agrees that it shall take no action that directly or indirectly impairs Masergy’s title to the Masergy Network, or any portion thereof, or exposes Masergy to any claim, lien, encumbrance, or legal process, except as otherwise agreed in writing by the Parties. Nothing in the Agreement shall preclude Masergy from using the Masergy Network for services provided to other Masergy customers. Except for any equipment Masergy obtains from the LEC as set forth in Section 3.5, Masergy is responsible for the virtual and physical security of the Masergy Network and the development of reasonable physical and virtual security safeguards, policies, and procedures, including, without limitation, the use of industry recognized internet security, intrusion detection, and antivirus software. Masergy agrees to take commercially reasonable steps to protect virtual and physical access to the Software and Services originating from the Masergy Network. 6.2. Customer Network. Customer is responsible for Customer’s network and Resources, including without limitation the software, equipment, any remote computers and devices, and any wireless or wired internet connection that Customer uses to access the Software or Services (collectively, the “Customer Network”). Customer is responsible for the virtual and physical security of the Customer Network and the development of reasonable physical and virtual security safeguards, policies, and procedures, including, without limitation, the use of industry recognized internet security and antivirus software. Customer agrees to take commercially reasonable steps to protect virtual and physical access to the Software and Services originating from the Customer Network. 6.3. Network Security Risks. Notwithstanding the foregoing, Customer acknowledges that the Services are provided over the internet and third-party equipment and networks with inherent risks and vulnerabilities. MASERGY MAKES NO WARRANTY, GUARANTEE, OR REPRESENTATION, EXPRESS OR IMPLIED, THAT ALL SECURITY THREATS AND VULNERABILITIES WILL BE DETECTED OR THAT THE PERFORMANCE OF THE MASERGY EQUIPMENT OR THE SERVICES WILL RENDER CUSTOMERS’ SYSTEMS INVULNERABLE TO SECURITY BREACHES. 7. Termination/Remedies Page 8 of 17 CBM Ver. 2.0 Page 32 of 148 7.1. Termination for Cause. 7.1.1. If either Party is in material breach of the Agreement (including Customer’s failure to pay undisputed amounts due under this Agreement) and the breach continues unremedied for thirty (30) days after written notice of breach, the non-breaching Party may terminate for cause any or all Service Order Forms materially affected by the breach. In addition to its other remedies, in the event of a material breach of the Agreement by Customer that is not remedied within the foregoing timeframes, Masergy may suspend Service(s) under the affected Service Order Form(s). For avoidance of doubt, any violation by Customer of an applicable law, rule, or regulation affecting the use of the Service or performance under this Agreement shall be considered a material breach of this Agreement. 7.1.2. Subject to applicable law, either Party may terminate Service(s) immediately upon notice to the other Party if the other Party has become insolvent as defined under Section 1-201(23) of Uniform Commercial Code, institutes or has instituted against it any bankruptcy, reorganization, debt arrangement, or assignment for the benefit of creditors, other proceeding under any bankruptcy or insolvency law or dissolution, receivership, or liquidation proceeding (and if such proceeding is instituted against it, such proceeding is not dismissed within sixty (60) days). 7.1.3. Masergy reserves the right to immediately terminate a Service Order Form or suspend Service in the event of any governmental prohibition or required alteration of the Service, or in any existing or anticipated emergency circumstance, if Masergy determines, in good faith, that no other commercially reasonable actions will adequately protect such people, facilities, or systems. 7.1.4. Masergy may terminate any Service Order Form and/or the Agreement immediately if Customer or its employees, agents, or representatives threaten, harass, or use vulgar or inappropriate language toward Masergy personnel or contractors. 7.2. Termination for Convenience. Notwithstanding any other term or provision in the Agreement and subject to applicable Termination Charges, Customer shall have the right, in its sole discretion, to terminate any or all Service(s) at any time, upon thirty (30) days prior written notice to Masergy. 7.3. Notice of Termination to Masergy. Customer must provide written notification of Service Order Form or Service termination to Masergy disconnect department (i.e., electronic mail to disconnect@masergy.com, or per the notice provisions in Section 18.6 of this Master Service Agreement) and the Service will be terminated the later of: (i) thirty (30) days past the date such written notice was received by the Masergy disconnect department; or (ii) the termination date provided by Customer for the applicable Services. Customer acknowledges that third party carriers or service providers may not immediately terminate services upon receipt of a notice of termination from Masergy. 7.4. Effect of Termination of Service Order Form. Upon the termination of a Service Order Form or Service for any reason, Masergy shall disconnect the applicable Service and may assess and collect from Customer applicable Termination Charges (unless the Service is terminated by Customer pursuant Section 7.1 above). Termination by either Party of a Service Order Form does not waive any other rights or remedies that it may have under the Agreement. 8. Disclaimers and Limitation of Liability 8.1 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OR REPRESENTATIONS MADE UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES, SOFTWARE OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, MASERGY EXPRESSLY DISCLAIMS SUCH WARRANTIES. Without limiting the generality of the foregoing, and except as otherwise identified in the applicable PSA for the Services provided, Masergy does not warrant that the Services, Masergy Equipment, or Software will be uninterrupted, error free, or Page 9 of 17 CBM Ver. 2.0 Page 33 of 148 free of latency or delay, or that the Services, Masergy Equipment, or Software will meet Customer's requirements, or that the Services, Masergy Equipment, or Software will prevent unauthorized access by third parties. Customer acknowledges and agrees that the Services are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Services could lead to severe injury to business, persons, property, or environment. Notwithstanding anything to the contrary contained in the Agreement, in no event shall Masergy and its agents, suppliers, and licensors be liable for any loss, damage, or claim arising out of or related to: (a) content or data received or distributed by Customer or its users through the Services; (b) any act or omission of Customer, its users, or third parties not under the control of Masergy; (c) interoperability, interaction, or interconnection of the Services with applications, equipment, services, or networks provided by Customer or third parties not under the control of Masergy; or (d) loss or destruction of any Customer hardware, software, files, or data resulting from any virus or other harmful feature or from any attempt to remove it. Customer is solely responsible for backing up its data, files, and software prior to the installation of Service and at regular intervals thereafter. 8.2. GENERAL LIMITATION ON DAMAGES. THE AGGREGATE LIABILITY OF MASERGY AND ITS AGENTS, SUPPLIERS, AND LICENSORS FOR ANY AND ALL LOSSES, DAMAGES, AND CAUSES OF ACTION ARISING OUT OF THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PERFORMANCE OF SERVICE, AND NOT OTHERWISE LIMITED HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED DIRECT DAMAGES EQUAL TO THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO MASERGY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED. MASERGY WILL HAVE NO LIABILITY TO CUSTOMER (AND NO LIABILITY FOR SERVICE CREDITS) WHERE THE CLAIMS ARISE OUT OF, RELATE TO, ARE CAUSED BY THE INABILITY OF CUSTOMER, CUSTOMER’S END USERS OR ANY OTHER PERSON OR PARTY TO DIAL 9-1-1 OR ACCESS 9-1-1 EMERGENCY PERSONNEL THROUGH CC SERVICES PROVIDED BY MASERGY. 8.3. DISCLAIMER OF CERTAIN DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE, LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT WHETHER SUCH ALLEGED LIABILITY ARISES IN CONTRACT OR TORT; PROVIDED, THAT, THE FOREGOING LIMITATION SHALL NOT LIMIT CUSTOMER’S LIABILITY FOR CHARGES OWED FOR THE SERVICES, FOR ANY EQUIPMENT OR SOFTWARE PROVIDED BY MASERGY, OR FOR TERMINATION CHARGES. 8.4. Exclusive Remedies. Customer’s sole and exclusive remedies are as expressly set forth in the Agreement. In those states where Customer’s remedies cannot be so limited, the liability of Masergy is limited to the maximum extent permitted by law. 9. Emergency Call Services 9.1. Masergy supports 9-1-1 services through its CC Service. The Customer is responsible for registering each individual phone/extension with the Masergy 9-1-1 service through the Masergy 9-1-1 Web interface or through Masergy customer support. Customers who do not register their address with Masergy will be sent to the default emergency call center when they dial 9-1-1, and additional charges for 9-1-1 calls will apply. A trained agent at the default emergency call center will ask for the name, telephone number, and location of the end user calling 9-1-1, and then contact the local emergency center for such end user in order to send help. Examples of situations where 9-1-1 calls are sent to the default emergency call center include when there is a problem validating an end user's address, the end user is identified with an international location, or the end user is located in an area that is not covered by the landline 9-1-1 network. Page 10 of 17 CBM Ver. 2.0 Page 34 of 148 9.2. For purposes of 9-1-1 service, Customer may register an address with Masergy for the outbound calling line ID for either: (i) each individual phone line ID; or (ii) a single phone line ID, if Customer chooses to utilize a single phone line ID for all outbound calls. If the outbound calling line ID does not have a registered 9-1-1 address with Masergy, the call will be transferred to the default emergency response center without a corresponding address and will be handled as described in Section 9.1 above. 9.3. Customer acknowledges that 9-1-1 dialing, or its equivalent in non-United States jurisdictions, will not function in the event of a broadband outage, a power outage (unless a backup power source is available), or if Customer’s broadband, internet service provider, or CC Service is terminated. 9.4 CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER MASERGY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, ATTORNEYS, OR CONTRACTORS WILL BE LIABLE FOR ANY SERVICE OUTAGE, INABILITY TO DIAL 911 (OR ITS EQUIVALENT IN NON-UNITED STATES JURISDICTIONS) USING THE SERVICES, AND/OR INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS MASERGY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, ATTORNEYS, AND CONTRACTORS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICES RELATING TO THE FAILURE OR OUTAGE OF THE SERVICES, INCLUDING THOSE RELATED TO 911/E911 CALLING VIA VOICE SERVICE. 10. Un-Managed Services for Remote Workers and Mobile Workers. Remote and mobile workers may be unable to access the voice services provided as part of the CC Service(s) through cable modem networks, DSL networks, cellular data networks, or other forms of internet access. Customer acknowledges that the off-network connections described in the preceding sentence are un-managed services and Masergy does not provide or guarantee availability or quality of the CC Service(s) when provisioned in this manner. 11. CPNI. Customer proprietary network information (“CPNI”) is information about the quantity, technical configuration, type, destination, location, and amount of use of the CC Service(s) that Masergy, or any party on behalf of Masergy, may provide to Customer. Under federal regulations, telecommunications providers such as Masergy have an obligation to protect the confidentiality of CPNI. By executing a Service Order Form, Customer grants permission to Masergy to use Customer’s CPNI to evaluate Masergy’s existing CC Service(s) and new opportunities to serve Customer better. Masergy may use Customer’s CPNI to identify additional communications related services or products that Customer may desire that will complement the CC Service(s) already provided to Customer. 12. Use Data. Customer acknowledges and agrees that Masergy may obtain, derive, or create data and information about the use of the Services by Customer (“Use Data”), excluding any personally identifiable data, and it may utilize Use Data to analyze, improve, support and operate the Services during and after the Term of this Agreement. 13. Regulatory Compliance 13.1. Each of the Parties agrees to comply with all local, state and federal laws and regulations and ordinances applicable to such Party in the performance of its respective rights and obligations under the Agreement. 13.2. The Parties acknowledge that the respective rights and obligations of each Party as set forth in the Agreement are based on applicable law and regulations as they exist on the date of the Agreement’s execution. The Parties agree that in the event of any legislative, regulatory, or judicial order, rule, or regulation, or decision in any arbitration or other dispute resolution proceeding, or other legal or regulatory action that materially affects the provisions of the Agreement or the economic terms of the Agreement, Masergy may, by providing written notice to the Customer, require that the affected provisions of the Agreement be renegotiated in good faith. If Customer refuses to enter such Page 11 of 17 CBM Ver. 2.0 Page 35 of 148 renegotiations, or the Parties are unable to reach resolution on new Agreement terms, Masergy may, in its sole discretion, terminate the Agreement, in whole or in part, upon sixty (60) days written notice to Customer. 14. Anti-Corruption 14.1 Anti-Bribery/Anti-Corruption Provisions. 14.1.1 Each Party represents, warrants, and covenants that: (a) In carrying out its responsibilities under the Agreement, each Party and each of its shareholders, beneficial owners, Affiliates, officers, directors, employees, and any party acting on its behalf, will comply with all Anti-Corruption Laws and will not offer, promise, give, authorize, solicit, or accept anything of value, directly or indirectly, to or from any person, including any Government Official, in order to improperly influence official action, improperly obtain or retain business, or otherwise obtain an improper advantage. (b) To the knowledge of each Party, no Government Entity is investigating or has in the past five (5) years conducted, initiated, or threatened any investigation of such Party or any of its beneficial owners, Affiliates, officers, directors, employees, or agents related to any violation of Anti-Corruption Laws. (c) Neither a Party nor any of its beneficial owners or Affiliates is directly or indirectly owned or controlled, in whole or in part, by any Government Entity or Government Official. No beneficial owner, affiliate, officer, director, or employee of such Party is a Government Official who is in a position to make or influence any action or decision related to the Agreement between Masergy or Customer. Each Party agrees to promptly notify the other Party of any changes to this representation during the term of the Agreement. 14.1.2. Each Party shall immediately inform the other Party if it or any of its owners, Affiliates, officers, directors, employees, or agents learns of or suspects a possible violation of any Anti-Corruption Law related to the Agreement. Each Party shall agree to cooperate in good faith in any anti-corruption-related investigation conducted by the other Party and/or its auditors, attorneys, or representatives related to the Agreement. 14.1.3. In the event a Party believes, in good faith, that the other Party has committed a breach of these Anti- Corruption provisions or violated Anti-Corruption Laws, such Party may immediately terminate the Agreement for cause. 14.2. International Trade Commission Provisions. 14.2.1. Each Party represents, warrants, and covenants that it will comply with all applicable Trade Control laws, regulations, permits, orders and other restrictions, including the United States Department of Commerce’s Export Administration Regulations (“EAR”), the U.S. Department of Treasury’s Office of Foreign Assets Control’s (“OFAC”) trade and economic sanctions laws and regulations, and non-U.S. laws and regulations that govern international trade. 14.2.2. Each Party represents and warrants that neither it nor any of its Affiliates or subsidiaries is a person or entity identified on the EAR’s denied or restricted party lists (including the Denied Persons List, Entity List, and Unverified List), the Sectoral Sanctions Identifications List, or OFAC’s Specially Designated National (“SDN”) List, or are parties that are owned 50% or more in the aggregate by an SDN(s) (collectively, “Restricted Parties”). Each Party shall not permit anything to be provided or made available to any Restricted Party; and such Party must not engage in any business relationship with or in a country that is subject to a comprehensive embargo by the United States (currently, Cuba, Iran, North Korea, Syria, and the Donetsk, Luhansk and/or Crimea Regions of Ukraine), including employing or contracting with a person or entity from a U.S. embargoed country, in connection with the Agreement. 15. Indemnity Page 12 of 17 CBM Ver. 2.0 Page 36 of 148 15.1. Subject to Section 8.3, Customer shall indemnify, defend and hold harmless Masergy, its Affiliates and their respective employees, directors, officers, agents, suppliers, and licensors from and against all damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from a claim or demand by a third party (“Claims”) based on or arising on account of or in connection with Customer’s and its users’ use or sharing of the Service provided under the Agreement, including with respect to: (i) any content received or distributed by Customer or its users through the Service; (ii) libel, infringement of copyright, or unauthorized use of trademark, trade name, or service mark arising out of communications via the Service; (iii) for damage arising out of the gross negligence or willful misconduct of Customer; and (iv) the use or misuse of the Services by Customer or an end user given access to the Services by Customer, including, but not limited to any violation of the AUP or the use of the Services to transmit, distribute or store material in violation of a law or regulation. 15.2. Subject to Sections 8.3 and any other limitations contained in the Agreement, Masergy shall indemnify, defend and hold harmless Customer from and against all Claims incurred as a result of damage to tangible personal property or real property, and personal injuries (including death) to the extent caused by the gross negligence or willful misconduct of Masergy while working on the Service Locations. For purposes of this Section 15.2, any claims by any end-user of the Services shall not be included in the definition of Claims. 15.3. To the extent a Party may be entitled to indemnification under the Agreement (an “Indemnified Party”), such Indemnified Party shall (a) promptly notify the other Party (the “Indemnifying Party”) in writing of any pending or threatened Claim that gives rise to a right of indemnification (an “Action”), and (b) cooperate in every reasonable way to facilitate the defense or settlement of such Action. The Indemnifying Party shall assume the defense of any Action with counsel selected by the Indemnifying Party. The Indemnified Party may employ its own counsel in any such case and shall pay such counsel’s fees and expenses. The Indemnifying Party shall have the right to settle any Action; provided, however, that to the extent that such settlement requires the Indemnified Party to take or refrain from taking any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such Action without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed. 16. Confidential Information; Publicity; Intellectual Property 16.1. Disclosure and Use. All Confidential Information disclosed by either Party shall, during the term of the Agreement and for two (2) years after the expiration or termination thereof (or such longer period as may be required by law), not be disclosed to any third party without the disclosing Party’s express written consent. Notwithstanding the foregoing, such information may be disclosed: (i) to the receiving Party’s employees, Affiliates, contractors, and agents (“Representatives”) who have a need to know for the purpose of performing under the Agreement, using the Services, and rendering the Services (provided that in all cases the receiving Party shall take appropriate measures prior to disclosure to its Representatives designed to protect against unauthorized use or disclosure); or (ii) as otherwise authorized by the Agreement. Each Party’s confidentiality obligations hereunder shall not apply to information that: (a) is already known to the receiving Party without a pre-existing restriction as to disclosure; (b) is or becomes publicly available without fault of the receiving Party; (c) is rightfully obtained by the receiving Party from a third party without restriction as to disclosure or is approved for release by written authorization of the disclosing Party; or (d) is developed independently by the receiving Party without use of the disclosing Party’s Confidential Information. Each Party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case using less than a reasonable degree of care. If either Party is required to disclose Confidential Information pursuant to a judicial order or other compulsion of law, such Party shall be permitted to make such disclosure provided that it: (i) limits the disclosure to only that information which is required to be disclosed by such order or legal requirement, (ii) if permitted, provides the disclosing Party with prompt notice of such order or legal requirement, and (iii) reasonably assists the disclosing Party in obtaining a protective order, if requested and at the disclosing Party’s expense. Page 13 of 17 CBM Ver. 2.0 Page 37 of 148 16.2. Publicity. Neither Party shall issue any publication or press release relating to, or otherwise disclose the existence of, the terms and conditions of any contractual relationship between Masergy and Customer without the prior written consent of the other Party; provided that this restriction will not prohibit Masergy from making internal announcements related to the completion and existence of the contractual relationship contemplated herein. The Agreement provides no right to use any Party’s or its Affiliates’ trademarks, service marks, or trade names, or to otherwise refer to the other Party in any marketing, promotional, or advertising materials or activities. 16.3. Intellectual Property. Title and intellectual property rights to (a) the Services and (b) any Software are, in each case, owned by Masergy, its agents, suppliers, or Affiliates or their licensors or otherwise by the owners of such material. The copying, redistribution, bundling, or publication of the Services, in whole or in part, without the express prior written consent of Masergy or other owner of such material, is prohibited. 16.4. Remedies. Notwithstanding any other article of the Agreement, the non-breaching Party shall be entitled to seek equitable relief to protect its interests pursuant to this Section 16, including, but not limited to, injunctive relief. 17. Prohibited Uses; Masergy Policies; Prohibition on Resale 17.1. Prohibited Users; Masergy Policies. Customer is prohibited from using, or permitting the use of, any Service: (i) for any purpose in violation of any law, rule, regulation, or policy of any government authority; (ii) in violation of the AUP available on the Website; (iii) for any use as to which Customer has not obtained all required government approvals, authorizations, licenses, consents, or permits; or (iv) to interfere unreasonably with the use of Masergy service by others or the operation of the Masergy Network. Customer is responsible for the compliance of its users with the provisions of the Agreement. Customer acknowledges and agrees that use of the Services, including by Customer, its Affiliates, and any users, shall be subject to the AUP. Notwithstanding anything to the contrary contained in Section 7, Masergy reserves the right to act immediately and without notice to: (i) terminate or suspend the Agreement and/or any Services or Service Order Form(s) if Masergy determines that such use or information is in violation of this Section and such termination will constitute a termination for cause; and (ii) terminate or suspend the Agreement and/or any Services or Service Order Form(s) in the event of fraudulent use of the Services and such termination will constitute a termination for cause. Customer acknowledges and agrees that Masergy is not obligated to detect or report unauthorized or fraudulent use of the Services to Customer. 17.2. Privacy Policy. Masergy will comply with the applicable Privacy Policy (“Privacy Policy”) which is available at the Website. Masergy is not responsible for any information provided by Customer to third parties and Customer assumes all privacy and other risks associated with providing personally identifiable information to third parties via the Services. 17.3. Prohibition on Resale. Customer may not sell, resell, sublease, assign, license, sublicense, share, provide, or otherwise utilize in conjunction with a third party (including, without limitation, in any joint venture or as part of any outsourcing activity) the Services or any component thereof. For the avoidance of doubt, this prohibition includes Customer bundling the Services with any services or components of Customer that are then sold to end users of any kind. 17.4. Monitoring. Masergy shall have no obligation to monitor postings or transmissions made in connection with the Services, however, Customer acknowledges and agrees that Masergy and its agents shall have the right to monitor any such postings and transmissions from time to time and to use and disclose them in accordance with the Agreement, and as otherwise required by law or government request. Masergy reserves the right to refuse to upload, post, publish, transmit, or store any information or materials, in whole or in part, that, in Masergy’s sole discretion, is unacceptable, undesirable, or in violation of the Agreement. 18. Miscellaneous Page 14 of 17 CBM Ver. 2.0 Page 38 of 148 18.1. Severability. If any provision of the Agreement is held by a court to be invalid, void or unenforceable, the remainder of the Agreement shall nevertheless remain unimpaired and in effect. 18.2. Relationship of the Parties. The Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. Each Party acknowledges and agrees that any interpretation of the Agreement may not be construed against a Party by virtue of that Party having drafted the provision. 18.3. Force Majeure. Neither Party nor its Affiliates shall be liable for any delay, failure in performance, loss, or damage to the extent caused by an event of force majeure, including but not limited to fire, flood, explosion, accident, war, strike, embargo, power blackout, cable cuts, governmental requirement or acts of regulatory or governmental agencies, civil or military authority, Act of God, unforeseeable third party actions, acts or omissions of common carrier, warehouseman, vendors or suppliers, including but not limited to providers of telecommunications services, or any other cause beyond the Party’s reasonable control. Customer’s failure to pay money shall not be excused. Any such delay or failure shall suspend the Agreement, with respect to the affected Service, until the force majeure condition ceases and Masergy shall retain the right to extend the Initial Service Term for such Service by the length of the suspension. For clarity, changes in economic, business, or competitive condition shall not be considered force majeure events. 18.4. No Waiver. The failure by either Party to take action to enforce compliance with any of the terms or conditions of the Agreement, or to give notice of any breach, shall not constitute a waiver or relinquishment of such right. 18.5. Governing Law; Venue. The Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware and the federal laws of the United States without regard to its conflict of law principles. Any claim or controversy arising out of or relating to the Agreement shall be brought exclusively in federal or state court located in Dover, Delaware and the Parties hereby consent to personal jurisdiction and venue in such court. Both Parties hereby waive any right to a trial by jury. To the extent permissible under applicable law, any action against Masergy based on or arising out of the Agreement or any other legal theory must be brought within one (1) year after the cause of action arises or after expiration or termination of the Agreement, whichever is earlier. 18.6. Notices. Except as otherwise identified herein, any notice sent pursuant to the Agreement shall be deemed given and effective when sent by e-mail (confirmed by certified mail), or when delivered by overnight express or other express delivery service, in each case, to the following addresses. Notices to Masergy must be addressed to Vice President of Sales Operations (Comcast Business), One Comcast Center, 1701 JFK Blvd., Philadelphia, PA 19103, with a copy to Legal_Notices@comcast.com, and notices to Customer must be addressed to the Customer as set forth on the initial Service Order Form, or such other address as may be designated in writing by the respective Party. 18.7. Tariffs. Notwithstanding anything to the contrary in the Agreement, Masergy may be required to file with regulatory agencies tariffs for certain Services. In such event, the terms set forth in the Agreement may, under applicable law, be superseded by the terms and conditions of the tariffs. Without limiting the generality of the foregoing, in the event of any inconsistency between the Agreement and applicable Service Order Forms on one hand, and the relevant tariffs on the other hand, the rates and other terms set forth in the Agreement and applicable Service Order Forms will be treated as individual case-basis arrangements to the maximum extent permitted by law. If Masergy voluntarily or involuntarily cancels or withdraws a tariff under which a Service is provided to Customer, the Service will thereafter be provided pursuant to the Agreement and the terms and conditions contained in the tariff immediately prior to its cancellation or withdrawal. In the event that Masergy is required by a governmental authority to modify a tariff under which Service is provided to Customer in a manner that is material and adverse to the Customer, the Customer may terminate the applicable Service Order Forms upon a minimum thirty (30) days’ prior written notice to the other Party, without further liability. 18.8. Consent to Communications from Masergy. Customer acknowledges and agrees that Masergy or third parties acting on Masergy’s behalf may call or text Customer at any telephone number that Customer provides to Masergy or Page 15 of 17 CBM Ver. 2.0 Page 39 of 148 that Masergy issues to Customer and may do so for any purpose relating to Customer’s account and/or the Services to which Customer purchased. Customer expressly consents to receive such calls and texts and agree that these calls and texts are not unsolicited. Customer acknowledges and agrees that these calls and texts may entail the use of an automatic telephone dialing system and/or artificial or prerecorded messages. Customer may not opt-out of receiving certain communications pertaining to Customer’s account, including but not limited to communications regarding emergencies, fraud or other violations of law, security issues, and harm caused to the Masergy Network. Message frequency depends on Customer’s activity with the Services. Message and/or data rates may apply. 18.9. Counterparts. The Agreement may be executed in several counterparts, each of which shall constitute an original, but all of which shall constitute one and the same instrument. 18.10. Survival. The terms and provisions contained in the Agreement and the Parties’ rights and obligations hereunder, which by their nature would extend beyond the termination, cancellation or expiration of the Agreement, shall survive such termination, cancellation or expiration. 18.11. Construction. All correspondence between the Parties shall be in the English language. The article or section headings used herein are for reference only and shall not limit or control any term or provision of the Agreement or the interpretation or construction thereof. 18.12. Assignment and Successors in Interest. Customer shall not assign any right, obligation, or duty, in whole or in part, nor of any other interest hereunder, without the prior written consent of Masergy, which shall not be unreasonably withheld. The terms, covenants and conditions contained in the Agreement shall bind and inure to the benefit of the Parties and their respective administrators, successors and assigns. 18.13. No Third-Party Beneficiaries; Independent Contractors. Except as otherwise specifically set forth herein, the Agreement does not expressly or implicitly provide any third party (including users of the Services) with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege. The Parties to the Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. The Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. Each Party acknowledges and agrees that any interpretation of the Agreement may not be construed against a Party by virtue of that Party having drafted the provisions. 18.14. Entire Understanding; Order of Precedence. The Agreement shall supersede any and all prior agreements or understandings with respect to the Services described herein and comprises the full and final agreement of the Parties with respect to the subject matter contained herein. In the event of any conflict between the various documents included in the Agreement, the provisions of the Service Order Form shall in all respects govern and control, followed by, in order, the provisions of the applicable PSA, any amendment, this Master Service Agreement, the AUP, and the Privacy Policy. Each Party represents and warrants that the persons who execute the Agreement on its behalf are duly authorized to do so. 18.15. Amendments; Changes to Agreement. The Agreement may not be amended except by a written agreement executed by the Parties; provided, that, notwithstanding the foregoing, Masergy may change or modify this Master Service Agreement, the PSAs, and any related policies (including the AUP and Privacy Policy) from time to time (“Revisions”) by posting such Revisions to the Website. The Revisions are effective upon posting to the Website. Customer will receive notice of any Revisions in the next applicable monthly invoice. Customer shall have thirty (30) calendar days from the invoice notice of such Revisions to provide Masergy with written notice that the Revisions adversely affect Customer’s use of the Service(s). If, after such notice, Masergy is able to verify such adverse effect but is unable to reasonably mitigate the Revisions’ impact on such Services, then Customer may terminate the impacted Service(s) without further obligation (including Termination Charges) to Masergy beyond the termination date. This shall be Customer’s sole and exclusive remedy for any Revisions. Customer acknowledges Page 16 of 17 CBM Ver. 2.0 Page 40 of 148 and agrees that terms or conditions contained in any Customer purchase order or similar Customer order form (regardless of whether executed by Masergy), or restrictive endorsements or other statements on any Customer form of payment, shall be void and of no force or effect. Without limitation to the foregoing, if (a) Customer requires Masergy to execute a Customer purchase order or other Customer order form for a Service or as a condition to receiving payment for the same and (b) Masergy executes such purchase order or Customer order form, Customer acknowledges and agrees that (i) Masergy’s execution is solely for the purpose of assisting Customer in satisfying its internal procurement requirements and (ii) any terms and conditions contained in such purchase order or Customer order form shall be null and void and of no force or effect. Page 17 of 17 CBM Ver. 2.0 Page 41 of 148  COMCAST ENTERPRISE SERVICES PRODUCT-SPECIFIC ATTACHMENT MASERGY UNIFIED COMMUNICATIONS AS A SERVICE ATTACHMENT IDENTIFIER: UCaaS, Version 1.0 The following additional terms and conditions are applicable to the Masergy Unified Communications as a Service (UCaaS) Service ordered under an Enterprise Master Services Agreement (“Agreement”). A further description of the Service is set forth in Schedule A-1 hereto. DEFINITIONS ARTICLE 3. PROVISIONING INTERVAL Capitalized terms not otherwise defined herein Following its acceptance of a Sales Order, Comcast shall have the meaning ascribed to them in the shall notify Customer of the Estimated Availability General Terms and Conditions. Date applicable to that Sales Order. Comcast shall use commercially reasonable efforts to provision the “Estimated Availability Date” means the target date Service on or about the Estimated Availability Date; for delivery of Service. provided, however, that Comcast’s failure to provision Services by said date shall not constitute a breach of “Service” means the Masergy UCaaS Service. Subject the Agreement. to service availability, Customer may order Service for use at Service Locations within Comcast’s service ARTICLE 4. SERVICE COMMENCEMENT areas. For clarity, Service does not include Masergy’s DATE contact center services, which are governed by separate terms and conditions. The Service Commencement Date shall be the date Comcast informs Customer that the Service is available “Voice Service” means any commercial digital voice and performing at the Service Location in accordance component of the Services that enables or has the with Schedule A-1 hereto. A single Sales Order capability of making calls to 10-digit telephone numbers containing multiple Service Locations or Services may interconnected to the public switched telephone service. have multiple Service Commencement Dates. Comcast For clarity, Voice Service does not include Webex App shall notify Customer that the Services are available for – Meetings and Messaging. use on the Service Commencement Date. Any failure or refusal on the part of Customer to be ready to receive “Webex App – Meetings and Messaging” means the the Service on the Service Commencement Date shall Cisco cloud-based Service Component of UCaaS with not relieve Customer of its obligation to pay applicable Webex (Basic, Basic – Softphone Only, Standard or Service charges and may be treated as a termination for Premium) Service that provides an integrated cause by Comcast as provided under the General Terms collaboration experience from any approved device and and Conditions. Comcast will consider the Service includes HD video, messaging, file sharing, screen installation completed if Comcast has delivered Service, sharing and conferencing. regardless of whether Customer refuses or fails to be ready to receive the Service. ARTICLE 1. PROVIDER ARTICLE 5. TERMINATION CHARGES; The Service shall be provided by Comcast’s affiliates PORTABILITY; UPGRADES Masergy Communications, Inc., Masergy Cloud Communications, Inc., or one of its or their applicable 5.1 The charges set forth or referenced in each operating affiliates or subsidiaries. Sales Order have been extended to Customer in reliance on the Service Term set forth therein. ARTICLE 2. CUSTOM INSTALLATION FEE 5.2 Termination Charges. Once Comcast accepts a Sales Order for Service, Comcast will invoice Customer for all Custom A. Subject to Section 5.3, in the event that Installation Fee(s). Customer will pay the Custom Service is terminated on or following the Service Installation Fee(s) within thirty (30) days of the Commencement Date but prior to the end of the invoice date unless a payment schedule is specified in applicable Service Term, Customer shall pay the applicable Sales Order. Termination Charges equal to 100% of the monthly recurring charges for all months remaining in the UCaaS PSA Ver. 1.0 Page 42 of 148 Service Term. SLA) requirements specified in Sales Orders for the first ninety (90) days immediately following the Service B. Termination Charges shall be immediately Commencement Date at any Service Location. Any due and payable upon cancellation or termination and remedies, including credits (as used in the SLA), shall be in addition to any and all accrued and unpaid Service Credits (as defined in the SLA), set forth in the charges for the Service rendered by Comcast through SLA and, where applicable, in any Sales Order shall be the date of such cancellation or termination. the Customer’s sole and exclusive remedy for any failure to meet the specified service levels or Service 5.3 Exclusions. Termination Charges shall not Availability. apply to Services terminated by Customer as a result of Comcast’s material and uncured breach in ARTICLE 7: USE POLICY/ADDITIONAL USE accordance with the General Terms and Conditions. RESTRICTIONS 5.4 Portability. Customer may terminate an 7.1 Service is not for residential use. Service is existing Service (an “Existing Service”) and turn up a intended for domestic US, commercial use only. In replacement Service (i.e., migrate from Intelligent SIP order to purchase and retain Service with Comcast, Trunking to Hosted Enterprise User) (a “Replacement Customer must order and retain Comcast Internet Service”) without incurring Termination Charges with Service. Service will not operate if Customer respect to the Existing Service, provided that: (a) the terminates Comcast Internet Service or has Replacement Service must have a Service Term equal improperly set the disaster recovery feature at any to or greater than the remaining Service Term of the time during the Service Term. Comcast shall have no Existing Service, but in no event less than twelve (12) liability for loss of Service which results from months; (b) the Replacement Service must have Customer terminating Comcast Internet Service or monthly recurring charges equal to or greater than the due to feature misconfiguration. monthly recurring charges for the Existing Service; (c) Customer submits a Sales Order to Comcast for the 7.2 Comcast shall not be responsible if Service Replacement Service within ninety (90) days after or any changes in the facilities, operations or termination of the Existing Service and that Sales procedures utilized by Comcast in the provisioning of Order is accepted by Comcast; (d) Customer Service (1) renders any Customer-Provided reimburses Comcast for any and all installation Equipment or other equipment provided by Customer charges that were waived with respect to the Existing obsolete, and/or (2) requires modification or alteration Service; and (e) Customer pays the actual costs of such Customer-Provided Equipment or Customer’s incurred by Comcast in installing and provisioning the system, and/or (3) otherwise affects Customer- Replacement Service. Provided Equipment use or performance. 5.5 Upgrades. Customer may upgrade the 7.3 Customer acknowledges and agrees that capacity of an Existing Service without incurring Service is not compatible with alarm and security Termination Charges, provided that: (a) the upgraded systems, medical monitoring devices, certain fax Service (the “Upgraded Service”) must assume the machines, and certain “dial-up” modems and remaining Service Term of the Existing Service, but in overhead paging systems. Customer’s attempt to use no event less than twelve (12) months; (b) Customer any such systems in connection with the Service is submits a Sales Order to Comcast for the Upgraded solely at its own risk and Comcast shall not be liable Service and that Sales Order is accepted by Comcast; for any damages whatsoever for any non-operation or (c) Customer pays Comcast’s applicable nonrecurring damage to such services or devices. charges for the upgrade; and (d) Customer agrees to pay the applicable monthly recurring charges for the 7.4 It will be considered a material breach of Upgraded Service commencing with the upgrade. the Agreement if Customer moves Service to another location or if Customer attempts to install or use the ARTICLE 6. SERVICE CREDITS Comcast Equipment or Service at another location without first notifying Comcast and receiving Service credits are addressed in the service level Comcast’s prior approval. Customer expressly agrees agreement for the Service found at: not to use the Service for auto-dialing, continuous or https://www.masergy.com/legal/sla (or any successor extensive call forwarding, telemarketing (including, URL) (“SLA”). Comcast strives to achieve all service without limitation, charitable or political solicitations levels from the start of the Sales Order. However, or polling), fax or voicemail broadcasting or blasting, notwithstanding anything to the contrary in the SLA, or for any other use that results in excessive usage Comcast is contractually relieved of the SLA and any inconsistent with standard commercial calling service level or Service Availability (as defined in the patterns. If Comcast determines, in its sole discretion, UCaaS PSA Ver. 1.0 Page 43 of 148 that Customer’s use of the Service is excessive or in Afghanistan, Ascension Island, Bosnia-Herzegovina, violation of the Agreement, Comcast reserves the Brunei Darussalam, Bulgaria, Central African right, among other things, to terminate, block, or Republic, Comoros Island, Congo, Cook Islands, modify the Service immediately and without notice. Cuba, Diego Garcia, Djibouti Republic, Dominican CUSTOMER AGREES TO DEFEND, INDEMNIFY, Republic, East Timor, Falkland Islands, Gambia, AND HOLD HARMLESS COMCAST AND THE Greenland, Guinea, Guinea Bissau, Iran, Iraq, ASSOCIATED PARTIES (AS DEFINED IN Jamaica, Kiribati, Latvia, Lebanon, Liechtenstein, SECTION 10 BELOW) FROM ANY AND ALL Lithuania, Madagascar, Maldives Republic, Morocco, CLAIMS, LOSSES, DAMAGES, FINES, Myanmar/Burma, Nauru, Nigeria, Niue Island, PENALTIES, COSTS, AND EXPENSES Norfolk Island/Antarctica, North Korea, Palau (INCLUDING BUT NOT LIMITED TO Republic, Papua New Guinea, Sao Tome and REASONABLE ATTORNEY FEES) BY, OR ON Principe, Satellite-Inmarsat, Satellite-Iridium, BEHALF OF, CUSTOMER OR ANY THIRD Satellite Network, Sierra Leone, Slovenia, Solomon PARTY OR USER OF THE SERVICE RELATING Islands, Somalia, Spain (mobile numbers only), St. TO CUSTOMER’S FAILURE TO COMPLY WITH Helena, Sudan, Syria, Togo, Tokelau, Tunisia (mobile THIS ARTICLE 7. numbers only), Tuvalu, Vanuatu Republic, Zimbabwe, and any other country(ies) that Comcast ARTICLE 8: SERVICE LIMITATION determines, from time to time and in its sole discretion, is a high risk for toll-fraud. 8.1 Disruption of Service. Customer acknowledges and agrees that Service will not be ARTICLE 9: LIMITATIONS OF 911/E911 available for use under certain circumstances, including without limitation when the network or 9.1 Limitations. Voice Service includes a 911/ facilities are not operating or if normal electrical Enhanced 911 function (“911/E911”) that may differ power is interrupted and Customer-Provided from the 911 or Enhanced 911 function furnished by Equipment and/or Comcast Equipment does not have other providers. As such, it may have certain a functioning backup power. Customer also limitations. CUSTOMER ACKNOWLEDGES AND acknowledges and agrees that the performance of the ACCEPTS ANY LIMITATIONS OF 911/E911. battery backup is not guaranteed. If the battery backup does not provide power, the Service, including calls to 9.2 Correct Address. FEDERAL LAW AND 911, will not function until both (a) power is restored, MANY STATES REQUIRE BUSINESSES and (b) the Comcast Network is operational. Customer USING MULTI-LINE TELEPHONE SYSTEMS also acknowledges that certain online features of the TO TRANSMIT SPECIFIC LOCATION Service, will not be available under certain INFORMATION (E.G., OFFICE NUMBER, circumstances, including but not limited to the ROOM NUMBER, FLOOR LEVEL, interruption of the Internet connection. DIRECTIONAL QUADRANTS WITHIN INDIVIDUAL BUILDINGS, OR STREET 8.2 Nomadic Functionality of Service and ADDRESS FOR MULTI-LINE SYSTEMS THAT Comcast Equipment. Comcast may sell or provide SERVE MULTIPLE DISCRETE BUILDINGS) the Service and Comcast Equipment with nomadic FOR 911 CALLS. CUSTOMER functionality (i.e., such Comcast Equipment can be ACKNOWLEDGES AND AGREES THAT IT, moved to multiple locations but still use the same AND NOT COMCAST, BEARS SOLE telephone number). In such an event, Customer agrees RESPONSIBILITY TO ENSURE THAT IT to comply with all user guides, requirements and IDENTIFIES AND COMPLIES WITH ALL instructions provided by Comcast, including, without SUCH APPLICABLE LAWS, AND ANY limitation, updating the Service Location associated FAILURE TO DO SO IS A BREACH OF THE with the nomadic Service and/or Comcast Equipment. AGREEMENT. In order for 911/E911 calls to be Customer updates to the Service Location must be properly directed to emergency services, Comcast made a minimum of seventy-two (72) hours prior to must have Customer’s correct Service Location moving nomadic Services and/or Comcast Equipment address and, where applicable, location details to ensure the records update is in place by the time of (“Registered Service Location”) for each telephone the relocation. number and extension used by the Customer. Registered Service Location may include, subject to 8.3 COUNTRIES NOT SERVED – FRAUD any character limitations, location details such as a PREVENTION. In order to prevent international floor and/or office number, in addition to street long distance fraud and reduce toll-fraud risks to the address. If the Voice Service or any Voice Service Service customers, Comcast does not include direct device is moved to a different Service Location or a dialing to the following countries for all Services: different location within a Service Location without UCaaS PSA Ver. 1.0 Page 44 of 148 Customer obtaining Comcast’s approval and congestion, network/equipment/power failure, or providing the updated Registered Service Location another technical problem. information to Comcast, 911/E911 calls may be directed to the wrong emergency authority, 911/E911 9.5 Address updates. Failure by Customer to calls may transmit the wrong Service Location make Service Location updates, including updates to address, emergency responders may be unable to restore the service address to the original Registered locate the emergency on the premises, and/or Voice Service Location, or failure to allot sufficient time for Service (including 911/E911) may fail altogether. the Service Location update provisioning to complete Customer’s use of a telephone number not associated may result in emergency services being dispatched to with its geographic location, or a failure to allot the incorrect Service Location. sufficient time for a Registered Service Location change to be processed may also increase these risks. 9.6 911/E911 Limitations for Nomadic Users. Therefore, Customer must contact Comcast before Comcast only supports 911/E911 calls in those areas moving the Voice Service to, or accessing or using the of the U.S. where Comcast can direct Customer’s 911 Voice Service from, a new Service Location, or a new calls to the appropriate PSAP in a manner consistent location within a Service Location. All changes in with applicable laws, rules and regulations, including, Service Location or Registered Service Location without limitation, FCC rules and requirements. require Comcast’s prior approval. Customer is solely Customer acknowledges that 911 calls from nomadic responsible for informing Comcast of initial Comcast Equipment will reach the emergency Registered Service Locations for each telephone authority associated with the original Registered number and extension and of all changes to Registered Service Location unless Customer updates the Service Service Locations for the Voice Services, including Location address as described in Section 9.2 above. subsequent moves, additions or deletions of stations. Comcast will be unable to register any Service Customer is also responsible for programming its Location provided in conjunction with the use of PBX system to reflect these Registered Service nomadic Service and/or Comcast Equipment that is Locations. Customer will inform Comcast of changes outside its 911/E911 Voice Service support area. In or updates to any Registered Service Location by such circumstances, Customer will be required to use calling or emailing Comcast at the applicable phone an alternative means of accessing 911/E911. number or email address designated by Comcast. The contact number or method for making such updates 9.7 Locations Without Support for 911/E911. are subject to change from time to time. Updates to If the Service Location provided in conjunction with the Voice Service may take up to seventy-two (72) hours use of Comcast Equipment is deemed to be in an area to complete. that is not supported for 911/E911 calls, Customer will not have direct access to either basic 911 or E911. In 9.3 Service Interruptions. Customer this case, Customer 911/E911 calls will be sent to an acknowledges and agrees that the Service uses the emergency call center. A trained agent at the emergency electrical power in Customer’s Service Location, as call center will ask for the caller’s name, telephone well as the Customer’s underlying broadband service. number and location, and then will contact the local If there is an electrical power outage, 911 calling may emergency authority for that area in order to send help. be interrupted if the battery backup in the associated Customer-provided Equipment and/or Comcast 9.8 Teleworkers Users. Comcast Equipment Equipment is not installed, fails, or is exhausted after used for teleworking is intended for primary use at several hours. Customer is urged to arrange for its Customer’s registered Service Location. However, own backup power supply. Further, if there is an such equipment may operate from any location where underlying broadband service outage, 911 calling may Customer or Customer’s authorized end user is able to be interrupted. Provided that the underlying network access a broadband connection. In order for 911/E911 is still operational, the duration of the Service during calls to be properly directed to emergency services a power outage will depend, among other things, on from such Comcast Equipment, Customer must Customer’s backup power choice and proper update the Service Location as instructed in Section configuration of Customer’s disaster recovery 9.2, above. features. Comcast bears no responsibility for such loss of the Service. 9.9 Customer-Initiated 911 Testing. Some businesses elect to make test calls to 911 from 9.4 Network Facilities. Calls using the Voice multiple stations to verify that the 911 call taker Services, including calls to 911/E911, may not be receives the desired location information and is able to completed if Customer exceeds the Voice Service and call back one or more of the telephone numbers that equipment configuration calling capacity or if there is they receive to confirm it rings to the station from a problem with network facilities, including network which the 911 call was placed. If Customer chooses to UCaaS PSA Ver. 1.0 Page 45 of 148 make test calls to 911, it agrees to obtain prior 11.2 Incompatible Equipment and Services. approval from the relevant state or local emergency Customer acknowledges and agrees that Service may communications authority and assumes all not support or be compatible with: responsibility for the placement of such calls. (a) Non-recommended configurations, 9.10 Suspension and Termination by including, but not limited to, ATAs or eSBCs not Comcast. Customer acknowledges and agrees that the currently certified by Comcast as compatible with Service, including 911/E911 calling via Voice Service; Service, as well as all online features of the Service, where Comcast make these features available, will be (b) Certain non-voice communications disabled if Customer’s account is suspended or equipment, including certain makes or models of terminated. alarm and security systems, certain medical monitoring devices, certain fax machines, and certain ARTICLE 10: LIMITATION OF LIABILITY “dial-up” modems; AND INDEMNIFICATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT (c) Rotary-dial phone handsets, pulse-dial NEITHER COMCAST NOR ITS AFFILIATES NOR phone handsets, and models of other voice-related ITS OR THEIR OFFICERS, DIRECTORS, communications equipment such as certain private EMPLOYEES, AFFILIATES, AGENTS, branch exchange (PBX) equipment, answering SUPPLIERS, LICENSORS, ATTORNEYS OR machines, and traditional Caller ID units; CONTRACTORS (“ASSOCIATED PARTIES”) WILL BE LIABLE FOR ANY SERVICE OUTAGE, (d) Casual/dial around (10-10) calling; 976, 900, INABILITY TO DIAL 911 USING THE SERVICES, 700, or 500 number calling; AND/OR INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL. CUSTOMER AGREES (e) 311, 511, or other x11 calling (other than 411, TO DEFEND, INDEMNIFY, AND HOLD 611, 711, and 911); and HARMLESS COMCAST AND ITS ASSOCIATED PARTIES FROM ANY AND ALL CLAIMS, (f) Other call types not expressly set forth in LOSSES, DAMAGES, FINES, PENALTIES, Comcast’s product literature (e.g., outbound shore-to- COSTS, AND EXPENSES (INCLUDING BUT NOT ship calling). Customer’s attempt to use any such LIMITED TO REASONABLE ATTORNEY FEES) systems or services in connection with the Services is BY, OR ON BEHALF OF, CUSTOMER OR ANY solely at its own risk and Comcast shall not be liable THIRD PARTY OR USER OF THE SERVICES for any damages whatsoever for any non-operation or RELATING TO THE FAILURE OR OUTAGE OF damage to such services or devices. THE SERVICES, INCLUDING THOSE RELATED TO 911/E911 CALLING VIA VOICE SERVICE. 11.3 Comcast does not support most N11 dialing service. ARTICLE 11: EQUIPMENT REQUIREMENTS ARTICLE 12: ADDITIONAL LIMITATIONS ON 11.1 Equipment Requirements. COMCAST’S LIABILITY A. Network Hardware Equipment. To use 12.1 Limitations on Comcast’s Liability for the Service, Customer may need an enterprise Session Directories and Directory Assistance. THESE Border Controller (eSBC) or other adapter device. LIMITATIONS SHALL APPLY WHERE (A) Customer can lease an eSBC from Comcast, in which COMCAST MAKES AVAILABLE AN OPTION TO case it will be Comcast Equipment. LIST CUSTOMER’S NAME, ADDRESS, AND/OR TELEPHONE NUMBER IN A PUBLISHED B. Premise Hardware Equipment. To use DIRECTORY OR DIRECTORY ASSISTANCE the Service, Customer may need an IP phone handset, DATABASE, (B) CUSTOMER PROVIDES conference device, or analog telephone adapter COMCAST SUCH INFORMATION TO BE (“ATA”) or other adapter device. Customer may lease PUBLISHED IN THE DIRECTORY OR an IP phone handset, conference device or ATA from DIRECTORY ASSISTANCE, AND (C) ONE OR Comcast, in which case it will be Comcast Equipment, MORE OF THE FOLLOWING CONDITIONS or may purchase an IP phone handset, conference OCCURS: (i) CUSTOMER REQUESTS THAT device or ATA from Comcast, in which case it will be CUSTOMER’S NAME, ADDRESS AND/OR deemed Customer-Provided Equipment, except as PHONE NUMBER BE OMITTED FROM A otherwise described in the Agreement. DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, BUT THAT INFORMATION IS UCaaS PSA Ver. 1.0 Page 46 of 148 INCLUDED IN EITHER OR BOTH; (ii) that the call is a desired call or a legitimate call. CUSTOMER REQUESTS THAT CUSTOMER’S Similarly, Customer acknowledges and agrees that the NAME, ADDRESS AND/OR PHONE NUMBER BE lack of a “verified” indicator does not mean that the INCLUDED IN A DIRECTORY OR DIRECTORY call is a nuisance call. Customer is responsible for ASSISTANCE DATABASE, BUT THAT protecting itself from fraudulent calls. Comcast shall INFORMATION IS OMITTED FROM EITHER OR have no liability for any actual or alleged damages BOTH; OR (iii) THE PUBLISHED OR LISTED claimed to be caused, directly or indirectly, as a result INFORMATION FOR CUSTOMER’S ACCOUNT of Customer’s reliance on enhanced Caller ID CONTAINS MATERIAL ERRORS OR services. OMISSIONS. IF ANY OF THESE CONDITIONS OCCUR AND ARE DIRECTLY ATTRIBUTABLE 12.4 Fraudulent and Robocalls Traffic. TO COMCAST’S ACTIONS OR FAILURE TO Comcast assumes no liability for (a) calls to Customer ACT, THEN THE AGGREGATE LIABILITY OF that Comcast blocks as fraudulent or robocalls traffic COMCAST AND ITS ASSOCIATED PARTIES or (b) calls made by Customer that are blocked by SHALL NOT EXCEED THE MONTHLY third party providers as the result of any fraud or RECURRING CHARGES, IF ANY, WHICH robocall mitigation efforts. CUSTOMER HAS ACTUALLY PAID TO COMCAST TO LIST, PUBLISH, NOT LIST, OR 12.5 Call Spoofing. Customer shall not use any NOT PUBLISH THE INFORMATION FOR THE Service to deliberately falsify the information AFFECTED PERIOD. CUSTOMER SHALL HOLD transmitted to the called party’s Caller ID display to HARMLESS COMCAST AND ITS ASSOCIATED disguise their identity or otherwise make calls with the PARTIES AGAINST ANY AND ALL CLAIMS intent to defraud, cause harm, or wrongfully obtain FOR DAMAGES CAUSED OR CLAIMED TO anything of value. In addition to the indemnification HAVE BEEN CAUSED, DIRECTLY OR obligations contained elsewhere in the Agreement, if INDIRECTLY, BY THE ERRORS AND Customer violates this Section 12.5, Customer agrees OMISSIONS REFERENCED ABOVE. IF ANY OF to indemnify and hold Comcast and its Affiliates and THE AFOREMENTIONED CONDITIONS OCCUR its and their respective directors, officers, employees, AND ARE NOT A RESULT OF COMCAST’S agents, partners, suppliers, (sub)contractors, attorneys ACTION OR FAILURE TO ACT, COMCAST WILL and licensors harmless from any and all demands, NOT BE LIABLE FOR ANY ACTS, ERRORS, OR claims, suits, costs of defense, reasonable attorney’s OMISSIONS RELATED TO SUCH CONDITIONS. fees, witness fees and other expenses for claims FURTHERMORE, IF COMCAST MAKES relating to or resulting from Customer’s violation of AVAILABLE DIRECTORY ADVERTISING this Section 12.5. SERVICES, NEITHER COMCAST NOR ANY OF ITS ASSOCIATED PARTIES WILL BE LIABLE ARTICLE 13: SERVICE CHARGES FOR ANY ACTS, ERRORS, OR OMISSIONS RELATED TO SUCH DIRECTORY 13.1 Prices. The Service is subject to the ADVERTISING. service pricing identified in the applicable Sales Order, and subject to the pricing 12.2 Customer Information. Comcast and its lists found at: suppliers reserve the right both during the term of the https://www.masergy.com/rate-plans. Comcast may Agreement and upon its termination to delete update the website documents and/or URL from time Customer’s voicemail, call detail, data, files, or other to time. information that is stored on Comcast’s or its suppliers’ servers or systems, in accordance with 13.2 Service calling plans billed as a flat Comcast’s storage policies. Customer acknowledges monthly fee may not include certain call types. These and agrees that Comcast shall have no liability excluded call types will instead be charged on a per- whatsoever as a result of the loss or removal of any call basis (e.g., operator services) or a measured basis such voicemail, call detail, data, files, or other (e.g., outbound, international calls). Generally, for information. billing purposes, a measured call begins when the call is answered by the called party or an automated 12.3 Call Verification. Customer may be answering device (such as an answering machine or receiving enhanced Caller ID services that provide fax machine); it ends when one of the parties Customer with an indicator on calls when the caller’s disconnects the call. voice provider has confirmed that the call is coming from a telephone number that has not been falsified. 13.3 Notwithstanding anything to the contrary Customer acknowledges and agrees that an indicator in this Agreement, some providers (e.g., those that a particular call has been “verified” does not mean involved in calls to foreign countries) charge for a UCaaS PSA Ver. 1.0 Page 47 of 148 completed call when the called party’s line rings or the terms and conditions of each of (a) – (d) of the after a certain number of rings. If such a provider foregoing. charges Comcast or its Associated Parties, as if such a call were answered by the called party, Comcast will 14.2 Service Description and Obligations. charge Customer for a completed call. Voice Service Service descriptions and Customer compliance pricing lists and fees can be found at obligations applicable to the Webex App – Meetings https://www.masergy.com/rate-plans. And Messaging portions of the Service are available at http://www.cisco.com/go/servicedescriptions. 13.4 Except as otherwise prohibited by law, Customer acknowledges and agrees to terms, calls invoiced on a per-minute basis will have an conditions, and obligations set forth therein. initial minimum call duration of one (1) minute, subsequent intervals of one (1) minute each, and will be billed by rounding to the next whole minute. Comcast reserves the right to round up any and all Voice Service invoice amounts to the nearest one (1) cent. 13.5 Billing Increments. Billing increments for Service are available at https://www.masergy.com/rate-plans. Comcast may update the website documents and/or URL from time to time. 13.6 Rounding of Charges. Except as otherwise provided in the Agreement, Voice Service measured calls are recorded in whole minutes, with partial minutes rounded up to the next whole minute. If the computed charge for a measured call or for taxes or surcharges includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. ARTICLE 14: ADDITIONAL TERMS APPLICABLE TO WEBEX APP – MEETINGS AND MESSAGING In addition to Articles 1 through 13 above, Article 14 is specifically applicable to Webex App – Meetings and Messaging portions of the Service: 14.1 End User Service Agreement; Privacy Policy. Comcast is authorized to distribute the Webex App – Meetings and Messaging portions of the Service to Customers by a third party. In connection with and as a condition of such distribution by Comcast and use by Customer, the Webex App – Meetings And Messaging portions of the Service are governed by (a) the Webex Privacy Policy available at https://www.cisco.com/c/en/us/about/legal/privacy.ht ml, (b) the Cisco Privacy Data Sheets for “Webex Meetings” and “Webex Teams” available at https://trustportal.cisco.com/c/r/ctp/trust- portal.html#/customer_transparency, (c) the Cisco End User License Agreement available at www.cisco.com/go/eula, and (d) the product specific terms available at https://www.cisco.com/c/en/us/about/legal/cloud- and-software/software-terms.html#~offer- descriptions. Customer acknowledges and agrees to UCaaS PSA Ver. 1.0 Page 48 of 148  COMCAST ENTERPRISE SERVICES PRODUCT-SPECIFIC ATTACHMENT MASERGY UNIFIED COMMUNICATIONS AS A SERVICE SCHEDULE A-1 SERVICE DESCRIPTION 1. Service Descriptions The Service is available as a softphone-only voice option up to full-featured UCaaS with enterprise-level meetings, as described in the table below. The Services described in the table below may be purchased individually or in certain combinations, as made available by Comcast and as set forth in a Sales Order. UCaaS Service Description Hosted Enterprise User An all-in-one hosted unified communications (UC) voice user license that delivers business calling features around the globe. Includes emergency calling**, hunt group, outbound call plan (domestic unlimited and international call plan), and voicemail service with transcription. For a summary of all available UC features, visit https://www.masergy.com/unified- communications/calling/user-bundles-and-features. UCaaS with Webex - Basic Hosted Enterprise User plan using a Webex-based softphone app to make and receive Softphone Only* voice calls on PC, Mac, and mobile devices. Customers with these plans cannot access collaboration features such as video calling, instant messaging, and persistent meeting spaces from the Webex app. Includes emergency calling**, hunt group, outbound call plan (domestic unlimited and international call plan), and voicemail service with transcription. UCaaS with Webex – Basic* Combines Hosted Enterprise User voice calling with Webex collaboration for up to 25 people in cloud-based spaces (“Spaces”) with video, chat, and messaging. Includes emergency calling**, hunt group, outbound call plan (domestic unlimited and international call plan), and voicemail service with transcription features for business voice calls. UCaaS with Webex – Standard* Bundle with all Hosted Enterprise User and UCaaS with Webex – Basic features that adds the ability to host up to 100 users in a personal meeting room (“PMR”) with a dedicated dial-in number. Includes emergency calling**, hunt group, outbound call plan (domestic unlimited and international call plan), and voicemail service with transcription features for business voice calls. UCaaS with Webex – Premium* Bundle with Hosted Enterprise User voice and UCaaS with Webex – Standard features that increases the PMR count to 1000 attendees with up to 300 users per Space along with Apple Siri voice assistant integration. Includes emergency calling**, hunt group, outbound call plan (domestic unlimited and international call plan), and voicemail service with transcription features for business voice calls. Intelligent SIP Trunking Intelligent SIP Trunking service gives Customer the ability to transform its voice systems into unified communications (UC) platforms, without eliminating legacy PBX equipment. • Includes the options for Basic DID and Enhanced Trunk User Features (each as described in the table below). • Available in metered/bundled minutes (500, 1000, 1500, 2000, 3000, 5000, and UCaaS PSA Ver. 1.0 Page 49 of 148  10000) • Microsoft Teams Direct Routing supported • Encryption supported Utility Line Utility Line is a solution for Customers needing common-area phones as well as paging interface units and door entry. Includes emergency calling and outbound call plan with unlimited domestic and international calling options. MS Teams Connector Basic • Integrates global voice calling plans into Microsoft Teams. • Based on the “Utility Line” license and includes the TeamMate PBX license as well as usage. MS Teams Connector Enterprise • Integrates voice calling plans into Microsoft Teams. • Based on the “Hosted Enterprise User” license and includes the TeamMate PBX license as well as usage. • Allows for Hosted PBX features such as Shared Call Appearance (SCA), Presence, and feature access codes. MS Teams with Webex Plugin Webex and MS Teams integration allows users to start Webex voice and video calls from the MS Teams application, allowing users to maintain their MS Teams experience while leveraging Masergy Hosted UC to place and make calls. *For clarity and avoidance of doubt, each of the UCaaS with Webex options (Basic, Basic – Softphone Only, Standard or Premium) described in the table above includes, combines or is bundled with Hosted Enterprise User. Webex is not available for purchase from Comcast separate from Hosted Enterprise User. **For clarity and avoidance of doubt, emergency calling functionality operates only via the Hosted Enterprise User component of the Services, and not via Webex. The following enhanced features may be purchased, as made available by Comcast, as add-ons to the Services described in the above table. The enhanced features may be purchased individually or in certain combinations, as made available by Comcast. Basic DID and Enhanced Trunk User Features are available as add-ons only to the Intelligent SIP Trunking Service. Enhanced Features Additional Conference Bridge Ports Provides functionality to allow an administrator/Bridge moderator to create, configure, and manage multi-party conference bridge calls. Basic DID DID is a public phone number that users use to place and receive calls directly. Call Center Call Center solution is natively integrated into Comcast’s global UC platform, providing an expansive, scalable call center application. For more information, visit https://www.masergy.com/unified- communications/calling/features/call-center. Call Center Agent – Standard Standard agents can be part of priority routing ACD/Queuing and optional call center clients. Call Center Agent – Premium Premium agents get enhanced skill-based ACD/Queuing and optional call center clients. Call Center Client – Supervisor Supervisors can manage call center agents, monitor agent calls, and generate agent reports. Call Recording Provides functionality intended to allow Customers to record all incoming and outgoing calls with 100% recording and record on demand (“ROD”). Call Recording – Agent Evaluation Call center supervisors can create templates to score the agents calls. Call Reports Call Reports provide a view of both internal and inbound/outbound calling traffic patterns. Enhanced Trunk User Features Enables access to additional UCaaS services to Basic DID such as last number redial, speed dial, 3-way conference calling, do not disturb, call transfer, the suite of call forwarding (“CF”) always, CF no answer, and CF not reachable (for disaster recovery, immediately forward calls if the power goes out) plus mobility and shared call UCaaS PSA Ver. 1.0 Page 50 of 148  appearance for up to 5 devices. Fax Line Fax Line offers the functionality of connecting existing analog fax machines and multifunction printer/copiers to a Customer’s business enterprise IP network. The fax machine is connected via an adapter called a fax terminal adapter (“FTA”). Group Call Group call is intended to provide users the functionality to join multi-way conferences on Customer’s timetable with Instant Group Call. When enabled, a user calls the assigned Instant Group Call number to have up to 20 members of the group alerted. IVR Services Cloud interactive voice response (“IVR”) application that is intended to enable true omni-channel customer service. Cloud IVR Studio Service Inference Studio is a web based visual tool for users that build conversational experiences. IVR Basic Session This is intended to enable one concurrent Virtual Agent to be processed within Studio in DTMF mode (no text to speech (“TTS”) & automated speech recognition (“ASR”)) for inbound/outbound interactions. IVR Standard Session This is intended to enable one concurrent virtual agent to be processed within Studio with full multiple language TTS and ASR capabilities for inbound/outbound interactions. IVR Virtual Agent Session All the features of a standard virtual agent additionally enabled with selectable open speech / natural language processing (“NLP”) artificial intelligence capabilities. IVR Virtual Agent Session – Voice Biometrics All the features of an IVR Virtual Agent Session additionally enabled with voice biometrics for user authentication in security solutions. Q4ME Waiter Queue-For-Me waiters allows callers to leave a busy call center queue and allowing them to maintain their place in line. When it is their turn, the waiter (virtual placeholder) is delivered to an agent for a callback. Available in multiples of 5 waiters. IVR SMS Services Enhance the Cloud IVR Standard or Virtual Agent customer experience by combining voice and SMS channels. IVR SMS Short Codes Short codes are typically 5 digits in length and intended for one to many, such as applications needing to send time- sensitive messages to many users at once, such as marketing communications. IVR SMS Long Codes Long Codes are 10 digits in length and intended for person- to-person communications. IVR SMS Credits Each SMS message incurs a credit amount and Comcast provides flexible credit options based on the amount of SMS traffic used. Available in increments of 10000, 250000, 50000, or 100000 credits. Local Directory Listing Extension dialing allows a user to dial an abbreviated digit string to call another user in the user’s group. Extensions can be associated to users and virtual users. Users without a phone number can have just an extension. The Directory listings are located in many places, such as the auto attendant name dialing directory, call control client software, and the telephone directory. Receptionist Desktop Client Receptionist is a web-based application enabling a user to monitor a configurable set of users in the enterprise business group. Toll Free Call Plan Calling plan for toll free number for the United States. Unity Client Suite Unity client suite provides control functions directly from UCaaS PSA Ver. 1.0 Page 51 of 148  the end-user’s desktop/browser and works with the Comcast phones including CRM integration. Unity Client – Enterprise Unity Desktop combines call control, Instant Messaging, telephony service configuration, click-to-dial and unified directories on the Microsoft Windows Desktop. Unity Client – Enterprise Web Unity Desktop Web is a web-based application that combines call control, Instant Messaging, telephony service configuration, click-to-dial and unified directories. Unity Client – Reception Unity Reception is an attendant console client for Windows for the front desk or receptionist user. Unity Client – Agent The Unity Call Center Agent desktop client helps agents manage and handle calls in the call center providing visibility of queue statistics and allowing them to manage their ACD status. Unity Client – Agent Web Unity Call Center Agent Web simplifies call handling and escalation, providing visibility of queue statistics and allowing them to manage their ACD status all from within the familiar internet browsers. Unity Client – Supervisor The Unity Call Center Supervisor desktop client helps managers to view the call center queues, the agents they manage, run call center reports and handle calls in the call center. Unity Client – Dashboard The Unity Dashboard is a real-time call center statistical display available in both tabular and graphical views. Unity Dashboard can accommodate different size screens and different customer requirements for both queue and agent statistics. Unity CRM Connector Unity CRM Connector integrates with CRM applications to facilitate contact lookup & “popping” for inbound/outbound calls, contact lookup, & click-to-dial. Unity CRM Connector is only available for Microsoft Windows PCs running Agile, Dynamics, Salesforce, SugarCRM, Zendesk, and Zoho CRM apps. Utility Automated Attendant – Standard Auto Attendant is a powerful and flexible tool to field inbound calls and deliver them to the intended destination through interactions with the caller. Once connected, the caller received a greeting that provides a menu of options to complete call routing. Utility Hunt Group Allows utility line to be part of a hunt group. Utility Line Utility Line is an IP-based service mimicking common business phone features. Utility Voicemail Allows utility line to provide voicemail. Virtual Fax Virtual Fax allows Customers to have published a 10-digit phone number for a fax assigned by Comcast. When someone sends a fax to this number, Comcast sends a Fax file (.PDF) attached to an email address designed by the Customer. CPE – Hardware Handsets, Conference Room, and Other Devices Purchase and rental options for a variety of IP phones, conference room systems, and other business communications hardware from Cisco, Poly, and more. For more info, visit https://www.masergy.com/unified- communications/ip-phones. Premise Equipment Purchase and rental options for session border controllers (SBC) and the Algo 8301 paging adapter and speakers. UCaaS PSA Ver. 1.0 Page 52 of 148 To: Mayor and Board of Trustees From: Wendy Whitaker, Customer Service Supervisor Lynne Monroe, Assistant Village Administrator For: Village Board Meeting of January 26, 2026 Subject: Amend Chapter 5.76 to Increase Class M2 Liquor License Financial Impact: N/A Attachments: None Background: The following Ordinance increases the number of Class M2 Liquor Licenses from one (1) to two (2) as Fenton Brewing Company is purchasing the building at 169 North Seymour Avenue and opening a brewery at this location. Recommendation: Motion to pass an Ordinance amending Chapter 5.76 of the Mundelein Municipal Code to increase the number of Class M2 liquor licenses authorized in the Village of Mundelein at it relates to Fenton Brewing Company at 169 North Seymour Avenue. Page 53 of 148 STATE OF ILLINOIS ) ) COUNTY OF LAKE ) CERTIFICATE I, Karen Walsh, certify that I am the duly elected Municipal Clerk for the Village of Mundelein, Lake County, Illinois. I further certify that on January 26, 2026 the Corporate Authorities of such Village passed and approved: Ordinance No. O-26-01-6 which is entitled Amend Chapter 5.76 to Increase Class M2 Liquor License The pamphlet form of said Ordinance, including the Ordinance and a cover sheet thereof was prepared and a copy of such Ordinance was posted in the Village Hall commencing on 1/27/2026, and was posted for at least ten days thereafter. Copies of such Ordinance are available for public inspection upon request in the Customer Service Office. Dated at Mundelein, Illinois on 1/27/2026. Village Clerk Page 54 of 148  ORDINANCE NO. O-26-01-6 AN ORDINANCE AMENDING CHAPTER 5.76 OF THE MUNDELEIN MUNICIPAL CODE REGULATING THE SALE OF ALCOHOLIC LIQUOR TO INCREASE THE NUMBER OF M2 LIQUOR LICENSES AS IT RELATES TO FENTON BREWING COMPANY AT 169 NORTH SEYMOUR AVENUE WHEREAS, the Mundelein Board of Trustees has determined that it would be in the best interest of the Village of Mundelein to increase the number of M2 Liquor Licenses from one (1) to two (2) as Fenton Brewing Company is purchasing the building at 169 N Seymour to operate a brewery at this location. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MUNDELEIN, LAKE COUNTY, ILLINOIS, that: SECTION I. Section 5.76.140(N) of the Mundelein Municipal Code is hereby deleted in its entirety and shall henceforth read as follows: M. CLASS M2 LICENSE (Brew Pub), which shall authorize the operation of a microbrewery producing less than 30,000 barrels of beer per license year in compliance with state and federal licenses authorizing the production, storage and distribution of an alcoholic beverage. A Class M2 brew pub license shall further authorize: (1) The retail sale, at a bar or table, of beer and ale produced on the premises. (2) Retail sale at a full-service bar of alcohol produced off-site. (3) As part of a microbrewery tour, the consumption of up to four (4) samples, which do not exceed four (4) fluid ounces per sample, of the beer and ale produced on the premises may be provided without charge. (4) The sale of beer and ale dispensed into growlers for consumption off premises, provided the growlers are properly sealed for transport in compliance with state law. The annual fee for each Class M2 license shall be set forth in Village Fee Schedule Chapter 3.80. There shall be no more than a total of two (2) Class M2 licenses outstanding and in force at any one time. The retail portion of said establishment shall be closed from 2:00 a.m. through 6:00 a.m. on weekdays, and from 3:00 a.m. through 6:00 a.m. on Saturdays, Sundays and holidays, during which no alcoholic liquor shall be sold, or offered for sale, on the premises. SECTION II. In the event any section, clause, provision, or part of this ordinance is found to be invalid by a court of competent jurisdiction, all valid parts that are severable from the invalid parts shall remain in full force and effect. If any part of this ordinance is found to be invalid in one or more of its applications, all valid applications that are severable from the invalid applications shall remain in effect. SECTION III. This ordinance shall be in full force and effect from and after its passage, approval, and publication, as required by law. SECTION IV. This ordinance shall be published in pamphlet form and made available at the office of the Village Clerk. Page 55 of 148 RESULT: [] MOVER: None SECONDER: None AYES: None NAYS: None ABSTAIN: None President ADOPTED: Monday, January 26, 2026 APPROVED: Monday, January 26, 2026 ATTEST: Village Clerk Page 56 of 148 To: Mayor and Board of Trustees From: Erin Swanson, Administrative Assistant Amanda Orenchuk, Director of Community Development For: Village Board Meeting of January 26, 2026 Subject: Negotiating Team Appointment - 28884-28936 North IL Route 83 Financial Impact: N/A Attachments: None Background: A Negotiating Team appointment was previously assigned to the Bolt Project proposed at 28884- 28936 North IL Route 83. A new project is being proposed at the same site location. Recommendation: Motion to appoint Trustee Grieco and Trustee Ugaste to the 28884-28936 North IL Route 83 Negotiating Team. Page 57 of 148 To: Mayor and Board of Trustees From: Amanda Orenchuk, Director of Community Development For: Village Board Meeting of January 26, 2026 Subject: Park Street Phase 2 Concept Plan Design Services - Amendment No. 01 Financial Impact: $43,800 - 210-442-48740 - Streets Attachments: 1. R-26-01-3 - 2026-0119_Mundelein Park Street Amendment-01 Background: The Village initiated high level concept design services for additional phases of streetscape and infrastructure improvements for Park Street and Seymour Avenue in FY2023 for design fee of $19,500. The Village explored conceptual gateway arch designs, parking modifications, and closures for the eastern portion of Park Street after the alley. Staff paused additional design work in order for other projects to reach completion in order to guide the project. Since that time, the following has occurred: • Morris Station was completed, along with the reconstruction of Seymour Avenue, Park Street, and Morris Avenue; • The parking lot behind the North Lake Enhancement units was completed; • The Bowes acquired 506 North Seymour/32 East Park Street and opened Smokin' Jack's BBQ; • The Village initiated the design concepts for the Bank Triangle; • The temporary parking lot is complete on Chicago Avenue; • 540 North Seymour has a 4-unit townhouse building under construction; and • Micro Shops are in concept phase for the Village-owned lot south of Morris Station on the north side of Park Street. • Given these activities, the next phase of design should commence and take these projects into consideration. Additionally, refinement from Doyle Signs, requests from businesses, and field work with staff resulted in a wider scope in order to contemplate surveying and utility locates and lighting design. Page 58 of 148 The design for this is anticipated in several amendments. Amendment No. 1 (this request) in the amount of $43,800. There are funds allocated in FY26 for this project. Additionally, Amendment No. 2 (pending request) will follow after staff receives acceptance of a grant amendment for the Community Project Funding previously allocated for the North Lake Enhancement parking lot, which came in under budget. The scope of Amendment No. 2 is anticipated to be around $24,000. In order to continue progress on the gateway arch and begin the design work necessary to inform this work, approval of Amendment No. 1 is requested. Recommendation: Motion to adopt a Resolution Approving and Authorizing the Village Administrator's Signature on a Professional Services Agreement and approving purchase order number 26-00805 and payment in an amount not to exceed $43,800 for Park Street Phase 2 Concept Plan - Amendment No. 01 with Kimley-Horn and Associates. Page 59 of 148  I hereby certify that the attached is an original of Resolution No. R-26-01-3 that said Resolution was adopted on January 26, 2026, that it was posted in the Village Hall commencing on 1/27/2026 and for at least 10 days thereafter. Copies are available for public inspection upon request of the Village Clerk. Village Clerk Page 60 of 148 RESOLUTION NO. R-26-01-3 A RESOLUTION APPROVING AND AUTHORIZING THE VILLAGE ADMINISTRATOR'S SIGNATURE ON A PROFESSIONAL SERVICES AGREEMENT AND PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $43,800 FOR PARK STREET PHASE 2 CONCEPT PLAN - AMENDMENT NO. 01 WITH KIMLEY-HORN AND ASSOCIATES WHEREAS, Illinois Compiled Statutes 65 ILCS 5/8-9-1 provides that a contract in which the expense to be incurred by a municipality exceeds $25,000 shall be competitively bid, except that such contract may be entered into by the proper municipal officers without advertising for bids if authorized by a vote of two- thirds (2/3) of all Trustees then holding office; and WHEREAS, Section 3.04.020 of the Mundelein Municipal Code provides that a contract in which the expense to be incurred by the Village exceeds $20,000 may be entered into without advertising for bids if authorized by a vote of two-thirds (2/3) of all Trustees then holding office; and WHEREAS, Village seeks additional scope for design services to continue progress on the Park Street Closure and Infrastructure Project by utilizing third-party professional services; and WHEREAS, Kimley-Horn and Associates and their subcontractors have extensive experience in engineering, surveying, lighting, and planning services; and WHEREAS, amending the contract with Kimley-Horn and Associates provides the expertise necessary to complete the project scope within a reasonable amount of time; and WHEREAS, time is of the essence as there is timing reliant upon the access to Park Street and Seymour Avenue during the off season for implementation. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MUNDELEIN, COUNTY OF LAKE, STATE OF ILLINOIS, as follows: SECTION I: The formal competitive bidding process provided in Section 3.04.020 of the Mundelein Municipal Code, and the Illinois Compiled Statutes 65 ILCS 5/8-9-1, is hereby waived for Park Street Phase 2 Concept Plan Design - Amendment No. 01. SECTION II: The professional services agreement and proposal submitted by Kimley-Horn and Associates in the cumulative amount of $43,800, a copy of which is attached hereto as Exhibit A, is accepted, and the Village Administrator is authorized to execute said agreement. SECTION III: Purchase order number 26-00805 in the amount of $43,800 is approved. XXX this 26th day of January 2026, by roll call vote. RESULT: [] MOVER: None Page 61 of 148 SECONDER: None AYES: None NAYS: None ABSTAIN: None President ADOPTED: Monday, January 26, 2026 APPROVED: Monday, January 26, 2026 ATTEST: Village Clerk Page 62 of 148  AMENDMENT NUMBER 01 TO THE AGREEMENT BETWEEN CLIENT AND KIMLEY-HORN AND ASSOCIATES, INC. This is Amendment number 01 dated January 19, 2026 to the agreement between the Village of Mundelein ("Client") and Kimley-Horn and Associates, Inc. ("Consultant") dated March 30, 2023 (“the Agreement") concerning Park Street Phase 2 Concept Plan (the "Project"). The Consultant has entered into the Agreement with Client for the furnishing of professional services, and the parties now desire to amend the Agreement. The Agreement is amended to include services to be performed by Consultant for compensation as set forth below in accordance with the terms of the Agreement, which are incorporated by reference. Consultant will perform the following services: Task 1: Boundary and Topographic Survey Based on a current title commitment provided by the Client, Kimley-Horn’s surveyor will perform a boundary and topographic survey for the subject property. Limits of the topographic survey include the entire study area as shown on the attached exhibit (Attachment 1) The topography will be obtained using field methods (not photogrammetry) based on a nominal 50-foot grid. Mapping will be prepared at a suitable scale with one-foot contours and spot elevations where appropriate. Utilities will be located where apparent from the surface and will be compared to what is shown on atlases or record drawings (if available). The assembled topographic data will be suitable for use in preparing the civil engineering construction drawings. Task 2: Private Utility Locator Kimley-Horn will engage and coordinate the efforts of a licensed surveyor to engage a private utility locate company to locate known existing dry utilities within the subject property. Utilities will be located horizontally using ground-penetrating radar, electromagnetic, and/or sonde locating equipment. All utilities identified under this task will be indicated on the ground with marking flags and/or paint as per the national color code. Identifying the depths of the existing utilities is not included in this task. This task does not guarantee the identification of all utilities. Task 3: Initiate Schematic Design Kimley-Horn will progress the previously prepared concept plan (Attachment 2) for Park Avenue towards a Schematic Design level. This will include the following elements: • Meet with Village staff to understand any new information and collect updated plans for the study area, including the 32 E. Park Street development (Bowes). Kimley-Horn will also tour the study area during this visit, confirm locations of lights, utilities, doors, and other critical elements. • Propose siting of the planned archway feature. Work with the sign fabricator to understand foundation sizing and other dimensions. Prepare a dimensioned plan locating the archway within the road right-of-way. • Kimley-Horn will refine the design for the small shops segment of the study area, located at the northeast corner of Park and Seymour. This will include refining building sizing and hardscape zones based on Village direction and discussion. Additionally, Kimley-Horn will evaluate opportunities for bathroom facilities on the site based on locations of utilities and potential screening. Rev. 7/18 Page 63 of 148  • Kimley-Horn will identify and clarify site furniture and streetscape enhancement products with Village staff so they can more accurately be represented in the site plan. This will be accomplished by providing up to three (3) alternative concepts or product solutions for raised or movable planters, shade structures, and site furniture. • This process assumes up to two (2) in-person meetings and up to two (2) video conference calls to review draft deliverables and discuss progress. We anticipate up to 70 hours of effort for this Task. If additional effort is needed, it can be provided as additional services. Task 4: Initiate Lighting Design Kimley-Horn and Hugh Lighting will assess light locations, levels, and Village goals and provide the Village with recommended modifications to the existing lighting. The Consultant team will provide professional services related to the exterior lighting of the following areas: • Vehicular street lighting o Existing streetlights (relocate or remove and replace) • Pedestrian areas and break out amenity spaces o Gateway arch o Monuments (non-self illuminated) o Landscape and art/sculpture • Small shops district area o Architectural lighting/facades The consultant will provide concept documentation including preliminary or sketch drawings in AutoCAD or PDF, and outline specification of preferred manufacturers with corresponding cutsheets, and present concept for approval. The lighting design concept will also include conceptual lighting controls strategy. This includes attendance at up to two (2) required meetings with Village and design team. We anticipate up to 35 hours of effort for this Task. If additional effort is needed, it can be provided as additional services. For the services set forth above in Tasks 1-4, Client shall pay Consultant the following compensation: Task Task Description Fee Fee Type 1. Boundary and Topographic Survey $19,200 Lump Sum 2. Private Utility Locator $3,100 Lump Sum 3. Initiate Schematic Design $14,000 Lump Sum 4. Initiate Lighting Design $7,500 Lump Sum Estimated Total (w/o expenses) $43,800 Lump Sum Rev. 7/18 Page 64 of 148 CLIENT: CONSULTANT: VILLAGE OF MUNDELEIN KIMLEY-HORN AND ASSOCIATES, INC. By: ______________________________ By: ________________________________ Title: _____________________________ Title: _______________________________ Date: _____________________________ Date: _______________________________ Rev. 7/18 Page 65 of 148 Attachment 1: Survey Limits Rev. 7/18 Page 66 of 148 Attachment 2: Park Street Concept Rev. 7/18 Page 67 of 148 To: Mayor and Board of Trustees From: Lynne Monroe, Assistant Village Administrator For: Village Board Meeting of January 26, 2026 Subject: SCADA Infrastructure Upgrade Financial Impact: $127,082.54 FY26 Budgeted Funds $100,000 - 500-463-46415.000 - Waste Water Enterprise Funds $27,082.54 - 100-260-48410.000 - Network Infrastructure Modernization Attachments: 1. R-26-01-04 - 2500571.00_Proposal_UpgradeSCADAInfrastructureSoftware-Rev1 2. R-26-01-04 - 3000198290499.1_SCADA_SERVER 3. R-26-01-04 - SCADA Viewers_3000198047286.1 Background: The Village’s Water Distribution and Sanitary Collection and Treatment Systems utilize dedicated Supervisory Control and Data Acquisition (SCADA) environments for centralized monitoring and control. Each environment currently operates on a server running SCADA software. These servers have reached the end of their serviceable life and are running outdated versions of both the Microsoft Windows Server operating system and SCADA software. To strengthen the Village’s cybersecurity posture, the SCADA system architecture will be redesigned to ensure both systems remain completely isolated from the Village’s administrative network. Concentric Integration recommends replacing the existing SCADA servers with modern hardware capable of hosting all required components for both environments. This includes: • A dedicated SCADA server • Domain Controller/Active Directory server • Remote Desktop server • Historian server for both Water and Wastewater departments The scope of services also includes upgrading all software to the latest versions and migrating applications to ensure compatibility. Attached proposals detail hardware purchases from Dell and Page 68 of 148 Concentric’s proposal for software, installation, and integration services. Additionally, Concentric has provided an estimate for managed services of $14,400 annually, which will be incorporated into future budgets for ongoing support. This critical upgrade will enhance security, position the Village for future IT service outsourcing, and ensure operational reliability. The majority of costs will be funded through budgeted WasteWater enterprise funds, with approximately $30,000 allocated from network infrastructure improvement funds. Recommendation: Motion adopt a Resolution authorizing the Assistant Village Administrator to execute an agreement with Concentric Integration for the SCADA Infrastructure Upgrade, and to approve the purchase of SCADA hardware and related components from Dell as outlined in the attached proposals, including approval of purchase order number 26-00795 in the amount of $94,700 to Concentric Integration and purchase order number 26-00796 in the amount of $32,382.54 to Dell Marketing. Page 69 of 148  I hereby certify that the attached is an original of Resolution No. R-26-01-4 that said Resolution was adopted on January 26, 2026, that it was posted in the Village Hall commencing on 1/27/2026 and for at least 10 days thereafter. Copies are available for public inspection upon request of the Village Clerk. Village Clerk Page 70 of 148 RESOLUTION NO. R-26-01-4 A RESOLUTION AUTHORIZING THE PURCHASE OF SCADA INFRASTRUCTURE HARDWARE AND SOFTWARE AND EXECUTION OF AN AGREEMENT WITH CONCENTRIC INTEGRATION WHEREAS, the Village of Mundelein operates Water Distribution and Sanitary Collection and Treatment Systems that rely on Supervisory Control and Data Acquisition (SCADA) environments for centralized monitoring and control; and WHEREAS, the existing SCADA servers have reached the end of their serviceable life and are running outdated versions of Microsoft Windows Server and SCADA software; and WHEREAS, the Village seeks to improve its cybersecurity posture by redesigning the SCADA system architecture and maintaining isolation from the Village’s administrative network; and WHEREAS, Concentric Integration has submitted a proposal to provide software upgrades, installation, and integration services for a lump sum of $94,700, as detailed in the attached proposal; and WHEREAS, the Village also intends to purchase hardware and related components from Dell under cooperative purchasing agreements, including: • Two Dell PowerEdge R760 Servers – $32,842.06 (Quote No. 3000198015798.20) • Two Dell Pro Micro Plus Viewers – $2,502.30 (Quote No. 3000198047286.1) WHEREAS, future annual managed services and support costs are estimated at approximately $14,500, which will be incorporated into future budgets; and WHEREAS, funding for this project will primarily come from budgeted WasteWater enterprise funds, with approximately $30,000 allocated from network infrastructure improvement funds; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MUNDELEIN, COUNTY OF LAKE, STATE OF ILLINOIS as follows: SECTION I: That the Agreement is hereby approved, subject to attorney review and approval, and the Assistant Village Administrator is hereby authorized and directed to: • Execute an agreement with Concentric Integration for SCADA Infrastructure Upgrade in the amount of $94,700; • Approve the purchase of SCADA hardware and related components from Dell in the total amount of $35,344.36; and • Take all actions necessary with the vendor and the Utilities Superintendent to implement this project. This Resolution shall be in full force and effect from and after its passage and approval as provided by law. Page 71 of 148 XXXX this 26th day of January 2026, by roll call vote. RESULT: [] MOVER: None SECONDER: None AYES: None NAYS: None ABSTAIN: None President ADOPTED: Monday, January 26, 2026 APPROVED: Monday, January 26, 2026 ATTEST: Village Clerk Page 72 of 148  Project Proposal December 22, 2025 Ms. Lynne Monroe Assistant Village Manager Village of Mundelein 300 Plaza Circle Mundelein, IL 60060 Subject: SCADA Infrastructure Upgrade – Rev 1 Concentric Project Number: 2500571.00 Dear Ms. Monroe: The Village’s Water Distribution and Sanitary Collection and Treatment Systems have dedicated Supervisory Control and Data Acquisition (SCADA) environments that enable centralized monitoring and control of each system. Each SCADA environment consists of a server running the SCADA software. The existing servers have reached the end of their serviceable life and are running on outdated versions of the Microsoft operating system (Windows Server) and SCADA software. The Village also wants to change the SCADA system architecture and keep both systems completely isolated from the Village Administrative network to improve the Village’s cybersecurity posture. Concentric Integration recommends replacing the existing SCADA servers with modern versions capable of hosting all components required for both SCADA environments, including a dedicated SCADA server, Domain Controller/Active Directory Server, Remote Desktop Server, and Historian Server for the Water and Wastewater departments. The Scope of Services will also include upgrading all software to the latest versions and migrating applications to ensure compatibility with the new versions. We greatly appreciate the opportunity to propose the following Scope of Services: Scope of Services Equipment Concentric will provide the following equipment: 1. Quantity two (2) Aruba 6000 24 Port Switch with five (5) years of extended support 2. Quantity two (2) SmartSights Win911 2025 Subscription License 3. Quantity one (1) APC T23920 24U Server Rack with cable management Page 73 of 148  4. Quantity one (1) APC SMX1500RM2UC Smart-UPS, 1500VA 5. Quantity two (2) APC 813692 Basic Rack Power Distribution Units (PDUs), 15A Labor Project Management 1. Plan, schedule, and coordinate the activities required to complete the Project. 2. Coordinate a virtual project kick-off meeting using Microsoft Teams. 3. Provide project status updates via email at the frequency agreed upon during the kickoff meeting. SCADA Server Preparation 1. Install and configure the latest version of Hyper-V virtualization software on the new SCADA virtual hosts provided by the Village. 2. Apply all compatible firmware upgrades, security patches, and software prerequisites. 3. Create the following Virtual Machines (VMs) running Microsoft Windows Server 2025 on the Water virtual host: a. WSCDC01 – Water Domain Controller b. WSC01 – Water SCADA Server c. WRDS01 – Water Remote Desktop Server d. WHIST01 – Water Historian Server 4. Create the following Virtual Machines (VMs) running Microsoft Windows Server 2025 on the Wastewater virtual host: a. WWSCDC01 – Wastewater Domain Controller b. WWSC01 – Wastewater SCADA Server c. WWRDS01 – Wastewater Remote Desktop Server d. WWHIST01 – Wastewater Historian Server SCADA Software Upgrades 1. Install the latest GE iFix SCADA software version (2024) and Win911 (2025) on the WSC01 and WWSC01 VMs. a. Install all available SIMS (Software Patches) for iFix. b. Win911 2025 requires the new SmartSights Mobile app to be used for Win911 Mobile alerts. Concentric will work with Village staff to install and configure the new SmartSights Mobile app (The existing Win911 Mobile app will be end of life and no longer supported in December 2026). Project # 2500571.00 Page No. 2 Page 74 of 148  2. Migrate the existing SCADA and Win911 applications to be compatible with the new software versions. This Scope of Services does not include any graphics changes. 3. Test and confirm iFix and Win911 are fully functional after the upgrade. SCADA Historian Upgrades 1. Install the latest GE Proficy Historian software version (2025) on the WHIST01 and WWHIST01 VMs. a. Install all available SIMS (Software Patches) for Proficy Historian. 2. Migrate all existing historical data to the new Historian VMs. 3. Test and confirm the Proficy Historian on both VMs is fully functional after the upgrade. SCADA Remote Desktop Server Software Upgrades 1. Enable and configure the required terminal services policies on WRDS01 and WWRDS01 to facilitate remote desktop sessions from these VMs. 2. Install the latest GE iFix SCADA software version (2024) on the WRDS01 and WWRDS01 VMs a. Install all available SIMS (Software Patches) for iFix. 3. Install Win911 Operator Workspace to modify the call-out rosters remotely. 4. Migrate the existing SCADA application to be compatible with the new software version. 5. Test and confirm that Village staff can access the RDS environment and iFix is fully functional. SCADA Domain Controllers 1. Create dedicated domain controllers (one for Water and one for Wastewater) and apply NIST group policies. 2. Join the above virtual machines to their respective Domain (Water or Wastewater). 3. Create user accounts within Active Directory for Village staff. 4. Modify the existing SCADA applications to authenticate against the new domain controllers. SCADA Workstation Software Upgrades 1. Apply any applicable software and firmware updates. 2. Install the latest GE iFix SCADA software version (2024) on both workstations. 3. Migrate the existing SCADA applications to be compatible with the new version. 4. Test and confirm that iFix is fully functional. Project # 2500571.00 Page No. 3 Page 75 of 148 SCADA Hardware Installation 1. Ship the new Wastewater SCADA server rack directly to the site. 2. Install the new Wastewater virtual host, Network switch, UPS, PDUs, and cable management within the new server rack. 3. Install the new Water virtual host and network switch within the existing two-post server rack. SCADA Firewall 1. Modify firewall policies as needed to facilitate the new SCADA architecture. Documentation 1. Provide via USB flash drive or secure electronic file-share using Microsoft OneDrive, or similar, electronic copies of the following: a. Updated Network Diagram detailing the new server hardware, revised software versions, and hostnames. b. Backup applications of iFix and Win911. c. Testing forms signed by both parties. Fee Our fee for the above scope is a lump sum of $94,700. This proposal is valid for 90 days from the date issued. Concentric Assumptions / Customer Responsibilities 1. The Village will supply Concentric with two (2) virtual servers and two (2) workstations with the agreed upon specifications. The Village will ship the equipment to the Concentric Chicago office for configuration. 2. Concentric assumes the Village’s GE software support is current. If the GE software support is not current, Concentric will renew it outside of this agreement on a T&M basis. 3. Customer will assign an initial project manager at the project kickoff meeting. 4. Customer will provide site access for installation, programming, and startup during Customer’s normal business hours. Work outside the Customer’s regular business hours may be agreed upon as needed, provided that Concentric can secure the site(s) upon departure. Project # 2500571.00 Page No. 4 Page 76 of 148  5. Customers understand that all existing equipment that remains is assumed to be in good working order. If any other equipment does not perform as expected, Concentric will work with the Customer to repair it as needed under a separate contract. 6. Customer will dispose of/recycle any removed equipment. 7. Customer understands that software/materials purchased outside Concentric may require regular support, and Concentric will coordinate directly with the manufacturer to identify support costs for future budgeting purposes. Annual Support This project will add additional hardware and software to the Customer, some of which has support or maintenance associated with it. Concentric recommends the Customer maintain any applicable support agreements once the initial support/warranty periods expire. On this project, we have included the following support agreements, that all begin approximately at the date the product is shipped (not necessarily the date it is onsite) and last for one year (unless indicated otherwise below). Project # 2500571.00 Page No. 5 Page 77 of 148 Following are the recommended support and estimated amounts for annual renewals (this is provided solely for budgetary purposes and will need to be quoted at the time of renewal): Description Annual Renewal GE Acceleration Plan (Water) $4,000.00 GE Customer Care (Wastewater) $6,700.00 WIN-911 (Water and Wastewater) $3,800.00 Total $14,500.00 Manufacturer standard warranty on all other hardware Project Schedule Concentric is available to begin work upon notice to proceed. Warranty The warranty listed in the Standard Terms and Conditions (Paragraph 12.2): ☒ DOES apply ☐ DOES NOT apply Standard Terms and Conditions References Effective Date: The Effective Date of this Proposal and the associated Standard Terms and Conditions shall be the date this Proposal is accepted as shown by Customer’s dated signature below. Third Party Materials (See Standard Terms and Conditions Paragraphs 3.2 & 8.3): ☒ DOES apply ☐ DOES NOT apply Notices: Notices required to be provided to Customer in accordance with Paragraph 16.3 of the Standard Terms and Conditions shall be delivered to the individual and address given above, unless Customer provides updated notification information to Concentric in writing Project # 2500571.00 Page No. 6 Page 78 of 148 Standard Terms and Conditions Concentric Integration, LLC’s Standard Terms and Conditions, Version 10.2 (V10.2), located at http://goconcentric.com/standard-terms/ are hereby incorporated into this Project Proposal as though fully attached hereto. By signing below, each of the undersigned represents and warrants that Concentric Integration, LLC’s Standard Terms & Conditions are legal, valid and binding obligations upon the parties for which they are the authorized representative. Acceptance If this proposal is acceptable, please sign one copy and return it to us. Feel free to contact me if you have any questions. Sincerely, CONCENTRIC INTEGRATION, LLC Michael D. Klein, PE President MDK/RRO CUSTOMER: VILLAGE OF MUNDELEIN ACCEPTED BY: TITLE: DATE: P:\MUNDV\2500571-UPGRADE SCADA INFRASTRUCTURESOFTW\CONTRACT\WORK\2500571-UPGRADESCADAINFRASTRUCTURESOFTWARE-PROPOSAL.DOCX Project # 2500571.00 Page No. 7 Page 79 of 148  Your quote is ready for purchase. Complete the purchase of your personalized quote through our secure online checkout before the quote expires on Jan. 25, 2026. You can download a copy of this quote during checkout. Place your order Quote Name: 21090706.23 replicated Sales Rep Meghan Kinney Quote No. 3000198290499.1 Phone 1(800) 456-3355, 6182297 Total $29,880.24 Email Meghan.Kinney@dell.com Customer # 1418988 Billing To HELP DESK Quoted On Jan. 20, 2026 VILLAGE OF MUNDELEIN Expires by Jan. 25, 2026 300 PLAZA CIR Dell Midwestern Higher MUNDELEIN, IL 60060-2495 Contract Name Education Compact (MHEC) Master Agreement Contract Code C000000979569 Customer Agreement # MHEC-04152022 Solution ID 21119178.1 Deal ID 30535955 Message from your Sales Rep Happy Holidays, please review a SAMPLE quote of our similar build to with our latest and greatest server components. Let us know what questions or concerns you may have. Due to the recent industry wide cost inflation, on top of supply constraints for key components like DRAM (memory) and NAND (storage), we are experiencing a significant price increase in a wide range of products from consumer PCs to servers, storage and AI workloads. Best, Regards, Meghan Kinney Shipping Group Shipping To Shipping Method HELP DESK Standard Delivery VILLAGE OF MUNDELEIN 300 PLAZA CIR MUNDELEIN, IL 60060-2342 (847) 949-2182 Product Unit Price Quantity Subtotal PowerEdge R570 Smart Selection - [PROMO_R570_1] $14,940.12 2 $29,880.24 Page 1 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX80 78682 of 148  Subtotal: $29,880.24 Shipping: $0.00 Non-Taxable Amount: $29,880.24 Taxable Amount: $0.00 Estimated Tax: $0.00 Total: $29,880.24 Page 2 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX81 78682 of 148  Shipping Group Details Shipping To Shipping Method HELP DESK Standard Delivery VILLAGE OF MUNDELEIN 300 PLAZA CIR MUNDELEIN, IL 60060-2342 (847) 949-2182 Unit Price Quantity Subtotal PowerEdge R570 Smart Selection - [PROMO_R570_1] $14,940.12 2 $29,880.24 Estimated delivery if purchased today: Feb. 04, 2026 Contract # C000000979569 Customer Agreement # MHEC-04152022 Description SKU Unit Price Quantity Subtotal PowerEdge R570 Server, Enterprise 210-BPCH - 2 - 2.5" Chassis with up to 16 SAS4/SATA Drives, Smart Flow, - 321-BLLG 2 - PERC 12 (H965i) Intel Xeon 6 Performance 6517P 3.2G, 16C/32T, 24GT/s, 72M - 338-CTBD 2 - Cache, Turbo, (190W) DDR5-6400 Heatsink for 1 CPU Configuration (CPU greater than 185W - 412-BBMH 2 - and less than 250W) Performance Optimized 370-AAIP - 2 - 6400MT/s RDIMMs 370-BCCX - 2 - RAID 5 780-BCDP - 2 - PERC H965i Controller, Front, DCMHS 403-BDMY - 2 - Power Saving Dell Active Power Controller 750-AABF - 2 - UEFI BIOS Boot Mode with GPT Partition 800-BBDM - 2 - PowerEdge Sirocco Fan - Non-DW GPU, Non-3.5" Config, - 384-BDYW 2 - Non-32xE3 Config Dual,Redundant(1+1),Hot- - 450-BDRV 2 - PlugMHSPowerSupply,800WMM(100-240Vac)Titanium Riser Config 5, Rear Full Height 2x16 FH (Gen5), 1x16 FLOP - 330-BCZQ 2 - OCP, 1x16 Onboard OCP PowerEdge R570 Motherboard, DAO 338-CRGW - 2 - Rear Filler Blank for BOSS/OCP 470-BCHM - 2 - No Cables Required 470-AEYU - 2 - PowerEdge 2U Standard Bezel 350-BDBP - 2 - Dell Luggage Tag, R570 350-BDDF - 2 - BOSS-N1 controller card + with 2 M.2 480GB (RAID 1) - 403-BDMM 2 - (22x80) Windows Server 2025 Standard,16CORE,FI,No Med,No CAL, - 634-CVGB 2 - Multi Language Secure Enterprise Key Manager License 3.0 634-CSHS - 2 - Secured Component Verification 634-CSHT - 2 - iDRAC10, Enterprise 17G 634-CSHY - 2 - Dell Connectivity Client - Disabled 379-BFXT - 2 - Dell Connectivity Module 17G 634-CZRP - 2 - Page 3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX82 78682 of 148  Dell Secure Onboarding Client 17G - Disabled 634-CZWJ - 2 - Blank Left Ear Module 350-BDDG - 2 - iDRAC Legacy Password for OCP cards 379-BETF - 2 - Cable Management Arm, 2U 770-BDRQ - 2 - ReadyRails Sliding Rails (B21) 770-BECC - 2 - PowerEdge Shipping 340-DNSW - 2 - PowerEdge R570 Shipping 389-FJKY - 2 - PowerEdge 2U Shipping Material 340-DPDX - 2 - PowerEdge CCC, CE Label Marking 389-FHJC - 2 - No Cables Required 470-AEYU - 2 - Dell Hardware Limited Warranty Plus Onsite Service 717-5860 - 2 - ProSupport 4-Hour 7x24 Onsite Service 2 Years Extended 717-5934 - 2 - ProSupport 4-Hour 7x24 Onsite Service 3 Years 717-5936 - 2 - ProSupport 4-Hour 7x24 Technical Support and Assistance 5 - 717-5945 2 - Years Dell Limited Hardware Warranty Plus Service, Extended - 975-3462 2 - Year(s) Thank you choosing Dell ProSupport. For tech support, visit - 989-3439 2 - //www.dell.com/support or call 1-800- 945-3355 On-Site Installation Declined 900-9997 - 2 - 32GB RDIMM, 6400MT/s, Dual Rank 370-BCCY - 8 - 960GB SSD SATA Read Intensive 6Gbps 512e 2.5in Hot-plug - 400-AXSW 8 - AG Drive, 1 DWPD Power Cord - NEMA 5-15P to C13, 3M, 125V, 15A (North - America, Guam, North Marianas, Philippines, Samoa, 450-AALV 4 - Vietnam) Broadcom 5719 Quad Port 1GbE Base-T Adapter, OCP 3.0 - 540-BFPP 2 - NIC +Sec Windows Server 2025 Standard,16CORE,DF Recovery Image, - 528-DHTW 2 - Multi Lang, (Downgrade not included) Windows Server 2025 Standard,No Media,WS2022 Std - 528-DHVD 2 - Downgrade DF Media, Multi Language Windows Server 2025 Standard,No Media, WS2022 Std - 634-CVBQ 2 - Downgrade w/DVD Media,Multi Lang Windows Server 2025 Standard,16CORE,Media Kit, Multi - 634-CVGJ 2 - Lang, (Downgrade not included) Windows Server 2025 Standard Edition, Add - 634-CVFT 2 - License,16CORE,NO MEDIA/KEY 5-pack of Windows Server 2025/2022 Device CALs (Standard - 634-CVCC 2 - or Datacenter) 5-pack of Windows Server 2025 Remote Desktop Services, - 634-CVBY 2 - User Subtotal: $29,880.24 Shipping: $0.00 Estimated Tax: $0.00 Total: $29,880.24 Page 4 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX83 78682 of 148  Important Notes Terms of Sale This Quote will, if Customer issues a purchase order for the quoted items that is accepted by Supplier, constitute a contract between the entity issuing this Quote (“Supplier”) and the entity to whom this Quote was issued (“Customer”). Unless otherwise stated herein, pricing is valid for Fourteen days from the date of this Quote. All products, pricing, and other information are based on the latest information available and are subject to change for any reason, including but not limited to tariffs imposed by government authorities, shortages in materials or resources, increase in the cost of manufacturing or other factors beyond Supplier’s reasonable control. If such changes occur, pricing may be adjusted or purchase orders may be cancelled by Supplier, even after an order has been placed. Supplier also reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors and/or customer changes to Supplier’s planned delivery date. Taxes and/or freight charges listed on this Quote are only estimates. The final amounts shall be stated on the relevant invoice. Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to Tax_Department@dell.com or ARSalesTax@emc.com, as applicable. Governing Terms: This Quote is subject to: (a) a separate written agreement between Customer or Customer’s affiliate and Supplier or a Supplier´s affiliate to the extent that it expressly applies to the products and/or services in this Quote or, to the extent there is no such agreement, to the applicable set of Dell’s Terms of Sale (available at www.dell.com/terms or www.dell.com/oemterms), or for cloud/as-a- Service offerings, the applicable cloud terms of service (identified on the Offer Specific Terms referenced below); and (b) the terms referenced herein (collectively, the “Governing Terms”). Different Governing Terms may apply to different products and services on this Quote. The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions: Customer’s use of any Supplier software is subject to the license terms accompanying the software, or in the absence of accompanying terms, the applicable terms posted on www.Dell.com/eula. Descriptions and terms for Supplier-branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at www.dellemc.com/en-us/customer-services/product-warranty-and-service-descriptions.htm. Offer-Specific, Third Party and Program Specific Terms: Customer’s use of third-party software is subject to the license terms that accompany the software. Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.dell.com/offeringspecificterms (“Offer Specific Terms”). In case of Resale only: Should Customer procure any products or services for resale, whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms, services terms, and/or offer-specific terms in a written agreement with the end- user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only: If Customer intends to enter into a financing arrangement (“Financing Agreement”) for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre-approved by Supplier (“FS”), Customer may issue its purchase order to Supplier or to FS. If issued to FS, Supplier will fulfill and invoice FS upon confirmation that: (a) FS intends to enter into a Financing Agreement with Customer for this order; and (b) FS agrees to procure these items from Supplier. Notwithstanding the Financing Agreement, Customer’s use (and Customer’s resale of and the end-user’s use) of these items in the order is subject to the applicable governing agreement between Customer and Supplier, except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items, or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier, Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve: (a) use of U.S. Government funds; (b) use by or resale to the U.S. Government; or (c) maintenance and support of the product(s) listed in this document within classified spaces. Customer further represents that this transaction does not require Supplier’s compliance with any statute, regulation or information technology standard applicable to a U.S. Government procurement. For certain products shipped to end users in California, a State Environmental Fee will be applied to Customer’s invoice. Supplier encourages customers to dispose of electronic equipment properly. Electronically linked terms and descriptions are available in hard copy upon request. Page 5 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX84 78682 of 148  Your quote is ready for purchase. Complete the purchase of your personalized quote through our secure online checkout before the quote expires on Jan. 26, 2026. You can download a copy of this quote during checkout. Place your order Micro desktop quote for Sales Rep Alifa Tazin Quote Name: Lori Phone 1(800) 4563355, 6183866 Quote No. 3000198047286.1 Email Alifa.Tazin@dell.com Total $2,502.30 Billing To HELP DESK Customer # 1418988 VILLAGE OF MUNDELEIN Quoted On Jan. 12, 2026 300 PLAZA CIR Expires by Jan. 26, 2026 MUNDELEIN, IL 60060-2495 OMNIA-National Contract Name Cooperative Purchasing Alliance (NCPA) Contract Code C000001019611 Customer Agreement # NCPA 01-143 Deal ID 26910048 Message from your Sales Rep Please contact your Dell Sales representative if you have any questions or when you're ready to place an order. Thank you for shopping with Dell. Regards, Alifa Tazin Additional Comments DELL BUSINESS CREDIT^: If your purchase qualifies for a promotional offer, the promotion will automatically be applied to this quote and will be reflected in your monthly statement. NO INTEREST IF PAID IN FULL WITHIN 90 DAYS; Available at time of purchase on (1) qualifying XPS, Latitude, OptiPlex, Precision, Vostro, Inspiron, G-Series $699 or more, (2) Dell monitors $199 or more and (3)PowerEdge, PowerVault and Dell Networking, when using Dell Business Credit on August 1, 2022 through August 28, 2022. Minimum purchase amount may be required. Minimum monthly payments are required but may not pay your purchase in full by the end of the promotional period due to purchase amount, promotion length, additional purchases or allocation of payments in excess of the minimum payment. Promotional offer is valid only when account remains in good standing. Accrued Finance Charges will be billed from the transaction posting date, if the purchase balance is not paid in full within 90 days. RESTRICTIONS; Assumes product is available. Any promotional offer is limited-time and intended for qualified customers. Offers, including those at Dell.com may vary, are subject to credit approval and may be changed without notice. PROMOTION DOES NOT INCLUDE printer cables, toner, warranty or any peripheral items. Refurbished and/or used purchases do not qualify for promotions. Promotional financing is made available to Dell Direct customers only and is not combinable with other Dell, DFS or other vendor offers. Page 1 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX85 78682 of 148  Shipping Group Shipping To Shipping Method HELP DESK Standard Delivery VILLAGE OF MUNDELEIN 300 PLAZA CIR MUNDELEIN, IL 60060-2342 (847) 949-2182 Product Unit Price Quantity Subtotal Dell Pro Micro Plus QBM1250 $1,251.15 2 $2,502.30 Subtotal: $2,502.30 Shipping: $0.00 Non-Taxable Amount: $2,502.30 Taxable Amount: $0.00 Estimated Tax: $0.00 Total: $2,502.30 Page 2 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX86 78682 of 148  Shipping Group Details Shipping To Shipping Method HELP DESK Standard Delivery VILLAGE OF MUNDELEIN 300 PLAZA CIR MUNDELEIN, IL 60060-2342 (847) 949-2182 Unit Price Quantity Subtotal Dell Pro Micro Plus QBM1250 $1,251.15 2 $2,502.30 Estimated delivery if purchased today: Jan. 27, 2026 Contract # C000001019611 Customer Agreement # NCPA 01-143 Description SKU Unit Price Quantity Subtotal Intel(R) Core(TM) Ultra 7 265 (13 TOPS NPU, 20 cores, up to - 338-CRZM 2 - 5.3GHz) Windows 11 Pro 619-BBQD - 2 - 32 GB: 1 x 32 GB, DDR5, up to 5600 MT/s, non-ECC 370-BCWH - 2 - 512GB SSD 400-BSWY - 2 - Internal WiFi Antenna 555-BLWT - 2 - Intel(R) Wi-Fi 6E AX211, 2x2, 802.11ax, Bluetooth(R) wireless - 555-BLWW 2 - card Wireless Driver, Intel(R) Wi-Fi 6E AX211, 2x2, 802.11ax, - 555-BLZP 2 - Bluetooth(R) wireless card Dell Pro Micro Plus with 65W Processor 329-BKRQ - 2 - Dell Pro Keyboard and Mouse - KM5221W - US English - Black 580-BCCH - 2 - Mouse included with Keyboard 570-AADI - 2 - ENERGY STAR Qualified 387-BBLW - 2 - US Power Cord 450-AAZN - 2 - Documentation 340-DNBV - 2 - Watch Dog SRV 379-BFYR - 2 - Quick Start Guide 340-DTSX - 2 - US/Canada Battery Warning Label 389-FKHG - 2 - Trusted Platform Module (Discrete TPM Enabled) 329-BBJL - 2 - Shipping Material, MPP Cusion 340-DTXM - 2 - Shipping Label 389-BBUU - 2 - Regulatory Label for 180W Adapter 389-FKNY - 2 - Driver/APP for IRST 658-BFTS - 2 - Intel(R) Core(TM) Ultra 7 vPro Processor Label 389-FJVS - 2 - Desktop BTO Standard shipment 800-BBIO - 2 - Dell Pro Micro Plus QBM1250 210-BPQG - 2 - Intel vPro(R) Enterprise 631-BCCP - 2 - EPEAT Gold with Climate+ 379-BDZB - 2 - Custom Configuration 817-BBBB - 2 - 1st M.2 2230 SSD Extend Bracket & Screw 575-BCRQ - 2 - Page 3 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX87 78682 of 148  Internal Speaker 520-BBGY - 2 - No Additional Video Ports 492-BCKH - 2 - 180 Watt A/C Adapter, TCO Compliant 450-BDXJ - 2 - NO RAID 817-BBBN - 2 - No Option Included 340-ACQQ - 2 - English, French, Spanish, Brazilian Portuguese 619-BBPD - 2 - ProSupport: 7x24 Technical Support, 3 Years 717-0457 - 2 - ProSupport: Next Business Day Onsite, 3 Years 717-0462 - 2 - Dell Limited Hardware Warranty Plus Service 717-0497 - 2 - Thank you choosing Dell ProSupport. For tech support, visit - 989-3449 2 - //support.dell.com/ProSupport Activate Your Microsoft 365 For A 30 Day Trial 630-ABBT - 2 - Dell Pro Micro Plus QBM1250 658-BFWF - 2 - Subtotal: $2,502.30 Shipping: $0.00 Estimated Tax: $0.00 Total: $2,502.30 Page 4 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX88 78682 of 148  Important Notes Terms of Sale This Quote will, if Customer issues a purchase order for the quoted items that is accepted by Supplier, constitute a contract between the entity issuing this Quote (“Supplier”) and the entity to whom this Quote was issued (“Customer”). Unless otherwise stated herein, pricing is valid for Fourteen days from the date of this Quote. All products, pricing, and other information are based on the latest information available and are subject to change for any reason, including but not limited to tariffs imposed by government authorities, shortages in materials or resources, increase in the cost of manufacturing or other factors beyond Supplier’s reasonable control. If such changes occur, pricing may be adjusted or purchase orders may be cancelled by Supplier, even after an order has been placed. Supplier also reserves the right to cancel this Quote and Customer purchase orders arising from pricing errors and/or customer changes to Supplier’s planned delivery date. Taxes and/or freight charges listed on this Quote are only estimates. The final amounts shall be stated on the relevant invoice. Additional freight charges will be applied if Customer requests expedited shipping. Please indicate any tax exemption status on your purchase order and send your tax exemption certificate to Tax_Department@dell.com or ARSalesTax@emc.com, as applicable. Governing Terms: This Quote is subject to: (a) a separate written agreement between Customer or Customer’s affiliate and Supplier or a Supplier´s affiliate to the extent that it expressly applies to the products and/or services in this Quote or, to the extent there is no such agreement, to the applicable set of Dell’s Terms of Sale (available at www.dell.com/terms or www.dell.com/oemterms), or for cloud/as-a- Service offerings, the applicable cloud terms of service (identified on the Offer Specific Terms referenced below); and (b) the terms referenced herein (collectively, the “Governing Terms”). Different Governing Terms may apply to different products and services on this Quote. The Governing Terms apply to the exclusion of all terms and conditions incorporated in or referred to in any documentation submitted by Customer to Supplier. Supplier Software Licenses and Services Descriptions: Customer’s use of any Supplier software is subject to the license terms accompanying the software, or in the absence of accompanying terms, the applicable terms posted on www.Dell.com/eula. Descriptions and terms for Supplier-branded standard services are stated at www.dell.com/servicecontracts/global or for certain infrastructure products at www.dellemc.com/en-us/customer-services/product-warranty-and-service-descriptions.htm. Offer-Specific, Third Party and Program Specific Terms: Customer’s use of third-party software is subject to the license terms that accompany the software. Certain Supplier-branded and third-party products and services listed on this Quote are subject to additional, specific terms stated on www.dell.com/offeringspecificterms (“Offer Specific Terms”). In case of Resale only: Should Customer procure any products or services for resale, whether on standalone basis or as part of a solution, Customer shall include the applicable software license terms, services terms, and/or offer-specific terms in a written agreement with the end- user and provide written evidence of doing so upon receipt of request from Supplier. In case of Financing only: If Customer intends to enter into a financing arrangement (“Financing Agreement”) for the products and/or services on this Quote with Dell Financial Services LLC or other funding source pre-approved by Supplier (“FS”), Customer may issue its purchase order to Supplier or to FS. If issued to FS, Supplier will fulfill and invoice FS upon confirmation that: (a) FS intends to enter into a Financing Agreement with Customer for this order; and (b) FS agrees to procure these items from Supplier. Notwithstanding the Financing Agreement, Customer’s use (and Customer’s resale of and the end-user’s use) of these items in the order is subject to the applicable governing agreement between Customer and Supplier, except that title shall transfer from Supplier to FS instead of to Customer. If FS notifies Supplier after shipment that Customer is no longer pursuing a Financing Agreement for these items, or if Customer fails to enter into such Financing Agreement within 120 days after shipment by Supplier, Customer shall promptly pay the Supplier invoice amounts directly to Supplier. Customer represents that this transaction does not involve: (a) use of U.S. Government funds; (b) use by or resale to the U.S. Government; or (c) maintenance and support of the product(s) listed in this document within classified spaces. Customer further represents that this transaction does not require Supplier’s compliance with any statute, regulation or information technology standard applicable to a U.S. Government procurement. For certain products shipped to end users in California, a State Environmental Fee will be applied to Customer’s invoice. Supplier encourages customers to dispose of electronic equipment properly. Electronically linked terms and descriptions are available in hard copy upon request. Page 5 Dell Marketing LP. U.S. only. Dell Marketing LP. is located at One Dell Way, Mail Stop 8129, Round Rock, PageTX89 78682 of 148 To: Mayor and Board of Trustees From: Gail Czysczon, Office Clerk Kelsey Langeler, Business Services Manager For: Village Board Meeting of January 26, 2026 Subject: Vehicle Purchase for Police Department - Budget Amendment and Purchase Order Financial Impact: BUDGET AMENDMENT $20,780.00 - 100-231-49910 - TRANSFER TO OTHER FUNDS $45,720.00 - 296-318-49910 - TRANSFER TO OTHER FUNDS Total expenditure: $66,500.00 - 272-315-48350 - PATROL VEHICLES Attachments: 1. R-26-01-5 - Exhibit A - Buss Ford Quote 2. R-26-01-5 - Exhibit B - Great Lakes Customs Quote 3. R-26-01-5 - Exhibit C - Havey Communications, Inc. Quote Background: This memo serves as both an emergency vehicle purchase request and a budget amendment to provide funding for that purchase. Squad #32, a 2018 Ford F-150, was in a collision on 11/6/25 and sustained significant damage to the side of the vehicle. IRMA has concluded that the vehicle is a total loss. I have found new replacement vehicles in stock and available for immediate purchase. Attached is an example vehicle for $45,727.00. Dealers are unable to hold vehicles, so it is possible that this will be sold by the time this memo is approved. A blanket amount of $50,000 for the vehicle purchase and approval of the subsequent purchase order is being requested. The cost of the new vehicle is not to exceed $50,000 and total upfitting costs not to exceed $16,500 from various vendors. The total cost of the vehicle will not exceed $66,500. The Village has received a settlement from IRMA of $20,780. Funding for the vehicle will be partially covered by an IRMA settlement resulting in a transfer from the General Fund 100 to the Equipment Fund 272 in the amount of $20,780.00. The Page 90 of 148 remaining amount due will be provided by the SDA funds resulting in a transfer in the amount of $45,720 from SDA Fund 296 to the Equipment Fund 272 in the amount of $45,720.00 Recommendation: Motion to approve FYE2026 budget amendments for account numbers 296-318-49910 in the amount of $45,720, 100-231-49910 in the amount of $20,780, and 272-315-48350 in the amount of $66,500.00 and adopt a Resolution waiving bids, accepting proposals, and approving purchase order numbers 26-00791 in the amount of $50,000 to Buss Ford, 26-00797 in the amount of $4,645.95 to Great Lakes Customs, and 26-00798 in the amount of $10,470.90 to Havey Communications Inc. for one police vehicle through direct purchase. Page 91 of 148  I hereby certify that the attached is an original of Resolution No. R-26-01-5 that said Resolution was adopted on January 26, 2026, that it was posted in the Village Hall commencing on 1/27/2026 and for at least 10 days thereafter. Copies are available for public inspection upon request of the Village Clerk. Village Clerk Page 92 of 148 RESOLUTION NO. R-26-01-5 RESOLUTION WAIVING BIDS, ACCEPTING A PROPOSAL, AND APPROVING A PURCHASE ORDER FOR ONE POLICE VEHICLE THROUGH BUSS FORD, MCHENRY, IL, IN THE AMOUNT OF $50,000.00; AND APPROVING PURCHASE ORDERS FOR THE INSTALLATION OF ADDITIONAL EQUIPMENT FROM VARIOUS VENDORS IN THE AMOUNT OF $16,500.00. WHEREAS, Illinois Compiled Statutes 65 ILCS 5/8-9-1 provides that a contract in which the expense to be incurred by a municipality exceeds $20,000.00 shall be competitively bid, except that such contract may be entered into by the proper municipal officers without advertising for bids if authorized by a vote of two-thirds (2/3) of all Trustees then holding office; and WHEREAS, a Police Department vehicle was recently involved in an accident with damage beyond repair; and WHEREAS, there exists an immediate need to replace the vehicle due to its function within the Police Department fleet; and WHEREAS, Public Works and Engineering obtained pricing for a police vehicle through Buss Ford of McHenry, Illinois; and WHEREAS, the current availability from the vendor provides the Village an opportunity to purchase the vehicle and procure immediate delivery; and WHEREAS, the net total cost for the Village shall be $45,720; and WHEREAS, Buss Ford of McHenry, Illinois has submitted a proposal for the vehicle in the total amount of $45,727 attached hereto as Exhibit A, and WHEREAS, Great Lakes Customs, of Prairie Grove, Illinois has submitted a proposal for bed cap, bed liner and floor liners in the amount of $4,645.95 attached hereto as Exhibit B; and WHEREAS, Havey Communications, Inc., of Lake Bluff, Illinois submitted a proposal for equipment and installation for unfitting the vehicles in the amount of $10,470.90 attached hereto as Exhibit C; and NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MUNDELEIN, COUNTY OF LAKE, STATE OF ILLINOIS, as follows: SECTION 1. The formal competitive bidding process provided in Section 3.04.020 of the Mundelein Muncipal Code, and the Illinois Compiled Statutes 65 ILCS 5/8-9-1, are hereby waived for the purchase of one vehicle and the associated upfitting of the vehicle. SECTION II. The proposals submitted in the cumulative amount of $60,843.85 as detailed in Exhibit A through C, attached hereto are accepted and payment in said amount is hereby approved. SECTION III. Purchase orders to each of the vendors for the full purchase price are approved. Page 93 of 148 XXX this 26th day of January 2026, by roll call vote. RESULT: [] MOVER: None SECONDER: None AYES: None NAYS: None ABSTAIN: None President ADOPTED: Monday, January 26, 2026 APPROVED: Monday, January 26, 2026 ATTEST: Village Clerk Page 94 of 148 Page 95 of 148 Page 96 of 148 Page 97 of 148 To: Mayor and Board of Trustees From: Vanna Jankowski, Finance Clerk Linda Miller, Finance Director For: Village Board Meeting of January 26, 2026 Subject: Governing Body Financial Impact: $2,606,441.95 Attachments: 1. Governing Body Background: The Village's Bill Approval Policy requires bill approval at each board meeting. Board approval is respectfully requested. The full Governing Body Report has been posted on the Village's internet. Recommendation: Motion to approve the payment of bills, as indicated in the Governing Body Report for the period between January 13, 2026 and ending January 26, 2026 in the amount of $2,606,441.95. Page 98 of 148  GOVERNING BODY GOVERNING BODY DISBURSEMENTS REPORT January 26, 2026 Page 99 of 148 Page 100 of 148 Page 101 of 148 Page 102 of 148 Page 103 of 148 Page 104 of 148 Page 105 of 148 Page 106 of 148 Page 107 of 148 Page 108 of 148 Page 109 of 148 Page 110 of 148 Page 111 of 148 Page 112 of 148 Page 113 of 148 Page 114 of 148 Page 115 of 148 Page 116 of 148 Page 117 of 148 Page 118 of 148 Page 119 of 148 Page 120 of 148 Page 121 of 148 Page 122 of 148 Page 123 of 148 Page 124 of 148 Page 125 of 148 Page 126 of 148 Page 127 of 148 Page 128 of 148 Page 129 of 148 Page 130 of 148 Page 131 of 148 Page 132 of 148 Page 133 of 148 Page 134 of 148 Page 135 of 148 Page 136 of 148 Page 137 of 148 TOTAL Page 138 of 148 Page 139 of 148 Page 140 of 148 Page 141 of 148 Page 142 of 148 To: Mayor and Board of Trustees From: Lynne Monroe, Assistant Village Administrator For: Village Board Meeting of January 26, 2026 Subject: Robert Half Purchase Order Financial Impact: $46,400 - 100-260-48410.000 - Network Infrastructure Improvement Attachments: None Background: The Village’s purchase order policy requires Board approval prior to issuing a purchase order or acquiring products or services over $20,000. Board approval is respectfully requested for an additional purchase order to cover anticipated expenses for IT temporary employment services provided by Robert Half. The Robert Half HGAC agreement was approved at the November 10, 2025 Board meeting via Resolution 25-10-77. Significant progress has been made toward establishing our cloud-first infrastructure, and we are very close to completion. However, additional time is needed to finalize this work with the current temporary employee. Approval of this purchase order will allow us to complete the remaining tasks without disruption and ensure the successful implementation of the cloud-first initiative. Funds are available in the budgeted Network Infrastructure Modernization account. Recommendation: Motion to approve purchase order number 26-00794 in the amount of $46,400 to Robert Half for temporary employment services. Page 143 of 148 To: Mayor and Board of Trustees From: Lynne Monroe, Assistant Village Administrator For: Village Board Meeting of January 26, 2026 Subject: BS&A Software Service Suite Financial Impact: $77,695.00 - 100-202-46415 - Computer Software Support Attachments: 1. BS&A_164941 Background: The Village's purchase order policy requires the Village Board's approval prior to issuing a purchase order or acquiring products or services over $20,000. Board approval is respectfully requested for the annual payment due to BS&A for the full Software suite. Recommendation: Motion to approve purchase order number 26-00799 in the amount of $77,695.00 for BS&A Software Services for the period of 01/2026 through 01/2027. Page 144 of 148 Page 145 of 148 To: Mayor and Board of Trustees From: Kelsey Langeler, Business Services Manager For: Village Board Meeting of January 26, 2026 Subject: Snow and Ice Control Services - Zone 7 Financial Impact: $50,000 - 100-441-46670 - Mt. All Streets Attachments: None Background: The FY26 budget provides funds for contractual snow and ice control services in Zone 7. A three-year contract (FY24-26) was awarded to Midwest Snow Solutions on August 28, 2023. This is the final year of the three-year contract. Recommendation: Motion to approve purchase order number 26-00801 in the amount of $50,000 to Midwest Snow Solutions, Wauconda, Illinois, for contractual snow and ice control services in Zone 7. Page 146 of 148 To: Mayor and Board of Trustees From: Kelsey Langeler, Business Services Manager For: Village Board Meeting of January 26, 2026 Subject: Snow and Ice Control Services - Zone 8 Financial Impact: $30,000 - 100-441-46670 - Mt. All Streets Attachments: None Background: The FY26 budget provides funds for contractual snow and ice control services in Zone 8 (Grand Dominion subdivision and Beckett Crossing). A four-year contract (FY24-27) was awarded to Yellowstone Landscape, Wauconda, IL, on September 25, 2023. This is year three of the four-year contract. Recommendation: Motion to approve purchase order number 26-00800 in the amount of $30,000 to Yellowstone Landscape, Wauconda, IL, for contractual snow and ice control services in Zone 8. Page 147 of 148 To: Mayor and Board of Trustees From: Adam Boeche, Director of Public Works and Engineering Kelsey Langeler, Business Services Manager For: Village Board Meeting of January 26, 2026 Subject: FY26 Bulk Rock Salt - County Bid Financial Impact: BUDGET AMENDMENT $21,484.80 - 100-441-47541 - MT MTLS SALT Attachments: None Background: Bulk rock salt was competitively bid through the Lake County joint bid in early 2024. Morton Salt, Inc. was the lowest responsive bidder. The Board approved a contract renewal with Morton Salt, Inc. in 2025. The price per ton of salt is $89.52. Staff is requesting 240 tons, totaling $21,484.80. This purchase will bring the account over budget. Due to an above average winter, more salt has been used this year than anticipated. Board approval is respectfully requested. Recommendation: Motion to approve a budget amendment to account number 100-441-47541 in the amount of $21,484.80 and approve purchase order number 26-00809 in the amount of $21,484.80 to Morton Salt, Inc. of Chicago, Illinois for bulk rock salt. Page 148 of 148