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DRAFT <br />MEMORANDUM OF UNDERSTANDING <br />This Memorandum of Understanding(hereinafter "Agreement") is entered into between <br />Cuyahoga County, Ohio (the "County") whose main office is located at 1255 Euclid Avenue, <br />Cleveland, OH 44115 and Mayfield Village, Ohio (the "Village"), an Ohio municipal, <br />corporation located at 6622 Wilson Mills Road, Mayfield Village, Ohio 44143. <br />WHEREAS, the County and the Village desire to enter into an Agreement regarding the <br />basic terms and conditions upon which the County will provide to the Village a Voice Over <br />Internet Protocol ("VOIP") Phone System (hereinafter the "Project"); and <br />WHEREAS, the purpose of this Agreement is to enable the County and the Village to <br />confirm their understanding of the basic terms and conditions on which the Project will be <br />implemented, operated, servieed and managed. <br />NOW, THEREFORE, the County and the Village agree as follows: <br />1. Proiect <br />The Project will consist of an extension of the Cuyahoga County, Ohio VOIP phone <br />system ("Phone System") to the Village and provide the Village the ability to gain access to <br />phone service and dial tone. The costs to operate the Phone System will be the true and actual <br />costs of the service as charged to the County and passed through to the Village and will not <br />contain any margin of profit. <br />2. Proiect Develoument <br />In order to implement the Project, the Village shall purchase the necessary equipment to <br />enable the operation of the Phone System. The necessary equipment to be purchased by the <br />Village shall be as set forth in the Price Quotation dated December 14, 2009, attached hereto as <br />Exhibit "A". Immediately upon receipt of the necessary equipment, the County shall install the <br />Phone System. The County shall also provide, promptly thereafter, training to all Village <br />personnel at no cost to the Village. The County, with its strategic partners Cisco and One <br />Community, will facilitate and manage the operation and maintenance of the system in its <br />entirety based upon the customer service standards outlined in Exhibit "B" attached hereto and <br />incorporated herein. The only exception to this provision will be the emergency 911 phone <br />system which will continue to be the ongoing responsibility of the Village. <br />3. Costs <br />Excluding the initial equipment costs referenced above, the Village will be charged an all <br />inclusive cost of twenty dollars and no cents ($20.00) per phone per month billed by the County <br />and payable 30 days from the date of invoice. The per phone costs include all tolls, long- <br />distance and maintenance, are reflective of the costs of the associated contract the County has