REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
September 1, 2026
FROM
GILBERT RAMOS, Assistant Executive Officer, Human Services
SUBJECT
Title
Agreement with Vonage for Voice Over Internet Protocol Telecommunication Service
End
RECOMMENDATION(S)
Recommendation
Approve Business Communications Global Terms of Service with Vonage, including non-standard terms and automatic renewal of terms, for purchase of Voice over Internet Protocol telecommunication service utilized by San Bernardino County Human Services employees, in an amount not to exceed $535,000, for the period of September 27, 2026 through September 26, 2027.
(Presenter: Gilbert Ramos, Assistant Executive Officer, 387-4261)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Provide for the Safety, Health and Social Service Needs of County Residents.
FINANCIAL IMPACT
Approval of this item will not result in the use of Discretionary General Funding (Net County Cost). The amount not to exceed $535,000 to purchase Vonage’s Voice over Internet Protocol (VoIP) telecommunication service will be funded with multiple Human Services (HS) Administrative Allocations, which consist of 85% ($454,750) federal and state sources and 15% ($80,250) local share, which includes 1991 and 2011 Realignment funds. Adequate appropriation and revenue have been included in the HS Administrative Claim 2026-27 budget and will be included in the 2027-28 recommended budget.
BACKGROUND INFORMATION
Vonage provides a VoIP communication platform for consumers and businesses to connect and communicate on any device through cloud-hosted voice, video, chat, and short message services. VoIP is a virtual phone system, a softphone, or application that can be downloaded to a mobile device (laptop, cell phone, tablet, etc.), allowing telephone calls to be placed over an internet connection.
Since March 23, 2021, HS has been utilizing Vonage’s VoIP services for staff who are teleworking to maintain the delivery of critical services to customers. The VoIP solution has been an effective tool in providing seamless services for HS departments and divisions such as the Transitional Assistance Department and the Program Integrity Division. Approval of this item will allow HS to continue to utilize Vonage for the on-going telework service model.
Since 2021, the Board of Supervisors has annually approved agreements with Vonage, including non-standard terms, to purchase VoIP telecommunication services to be used by County HS employees.
|
Board Date |
Item No. |
Agreement No. |
Not to Exceed Amount |
Service Dates |
|
March 23, 2021 |
3 |
No number assigned |
$550,000 |
March 23, 2021 - June 30, 2022 |
|
September 27, 2022 |
34 |
22-902 |
$500,000 |
September 27, 2022 - September 26, 2023 |
|
September 12, 2023 |
27 |
23-1011 |
$535,000 |
September 27, 2023 - September 26, 2024 |
|
September 10, 2024 |
30 |
24-823 |
$535,000 |
September 27, 2024 - September 26, 2025 |
|
September 23, 2025 |
50 |
25-729 |
$535,000 |
September 27, 2025 - September 26, 2026 |
Vonage’s Business Communications Global Terms of Service (Agreement) and incorporated documents include non-standard terms that differ from the standard San Bernardino County (County) contract terms described in County Policy 11-05. Vonage is unwilling to negotiate these terms. The non-standard terms include the following:
1. The Governing law is Delaware law. Venue is in New Jersey.
• The County standard contract term requires California governing law and venue to be in San Bernardino County.
• Potential Impact: The Agreement will be interpreted under Delaware law. Any questions, issues or claims arising under this Agreement will require the County to hire outside counsel competent to advise on Delaware law, which may result in fees that exceed the total Agreement amount.
2. The prevailing party in any action or proceeding to enforce the Agreement is entitled to recover its reasonable attorneys' fees and costs.
• The County standard contract term requires each party to bear its own costs and attorney fees, regardless of who is the prevailing party.
• Potential Impact: If either party institutes any legal proceedings related to the Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees, which could exceed the total Agreement amount.
3. Dispute resolution includes a mandatory arbitration process and waiver of ability to join a class action lawsuit.
• The County standard contract term does not require arbitration.
• Potential Impact: The Agreement provides for dispute resolution through management, and thereafter, if a claim is not resolved and the amount or nature of the claim cannot be resolved by small claims court, the claim must be submitted to binding arbitration. This requirement prevents the County from seeking relief through the courts, including a trial in front of a judge or jury, or from joining a class action lawsuit. Binding arbitration decisions are not appealable. County Counsel cannot advise on whether, and to what extent, such arbitration provisions may be enforceable against a government entity under Delaware law.
4. The County is required to defend, indemnify, and hold harmless Vonage, its affiliates, and each of their officers, directors, employees, agents, and personnel against third-party claims concerning the County’s use of the services, breach of the agreement, claims by end-users, or gross negligence and willful misconduct of the County. Vonage agrees to defend the County against any third-party claim that the County’s authorized use of the services infringes or misappropriates that third party’s intellectual property rights.
• The County standard contract term does not include any indemnification or defense by the County of a contractor and requires a contractor to agree to fully defend and indemnify the County. The County standard contract indemnity provision requires the contractor to indemnify, defend, and hold the County harmless from all third-party claims arising out of the acts, errors, or omissions of any person.
• Potential Impact: By agreeing to indemnify Vonage, the County could be contractually waiving the protection of sovereign immunity. Claims that may otherwise be barred against the County, time limited or expense limited, could be brought against Vonage without such limitations, and the County would be responsible to defend and reimburse Vonage for costs, expenses, and damages, which could exceed the total Agreement amount. Vonage is not required to defend, indemnify, or hold the County harmless from all claims. If the County is sued for a claim outside of the scope of Vonage’s indemnification provision, then the County may be solely liable for the costs of defense and damages, which could exceed the total Agreement amount. County Counsel cannot advise on, whether and to what extent, Delaware law may limit or expand this Agreement term.
5. The Agreement limits Vonage’s liability to the total amounts paid under the Agreement in the six months immediately preceding the event giving rise to the claim.
• The County standard contract does not include a limitation of liability for the contractor.
• Potential Impact: Claims could exceed the liability cap and the Agreement amount, leaving the County financially liable for the excess. In addition, the County’s liability under the Agreement is not similarly limited. County Counsel cannot advise on, whether and to what extent, Delaware law may limit or expand the exclusion of limits to the extent prohibited by applicable law.
6. The Agreement does not require Vonage to meet the County’s insurance standards as required pursuant to County policies.
• The County policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department as set forth in County policy and in the County standard contract.
• Potential Impact: The County has no assurance that Vonage will be financially responsible for claims that may arise from the County’s use of the software, which could result in expenses to the County that exceed the total Agreement amount.
7. The Agreement is effective for as long as services are being provided to the County. The term of the Agreement will automatically renew unless a party provides written notice of intent not to renew at least 60 days prior to the end of the current initial or renewal term.
• The County standard contract term length is five years; indefinite terms are not permitted.
• Potential Impact: There is no end term to the Agreement and the County is indefinitely bound to the terms and conditions of the Agreement, unless notice is given 60 days prior to the expiring term and use of the services ceases.
8. Payments are due pursuant to payment terms listed on the invoices. Late payments accrue an interest of 1.5% per month, or the maximum rate allowed by governing law. Vonage may also suspend services if undisputed amounts are not paid within 10 days of giving notice to the County.
• County standard payment terms are net 60 days with no interest or late payment penalties.
• Potential Impact: Failing to make timely payments will result in a material breach of the Agreement, which would allow Vonage to terminate the Agreement and seek other legal remedies, including charging the County interest at a rate of 1.5% per month. Vonage may also suspend services if undisputed amounts are not paid within 10 days of giving notice to the County. County Counsel cannot advise on, whether and to what extent, Delaware law may limit or expand this Agreement term.
9. The County may not terminate the Agreement for convenience.
• The County standard contract term gives the County the right to terminate a contract for any reason, with a 30-day written notice of termination without any obligation other than to pay amounts for services rendered and expenses reasonably incurred prior to the effective date of termination.
• Potential Impact: Upon any termination by either party regardless of cause, the County is required to pay all charges and obligations accrued through the effective date of termination. The Agreement does allow for termination of the Agreement for cause if there is a material breach that has not been cured within 30 days’ written notice.
10. County is required to notify Vonage prior to any legally required disclosure of confidential documents.
• The County standard contract does not require notice.
• Potential Impact: The County will need to be aware of its obligation to notify Vonage prior to any disclosure, including in response to a Public Records Act request.
11. Vonage provides the services and products “AS IS” and disclaims all warranties of any kind.
• County Policy 11-05 requires a contractor to fully warrant its services and products.
• Potential Impact: The County’s use of the services and products is solely at its own risk. County Counsel cannot advise on, whether and to what extent, Delaware law may limit or expand the disclaimers of warranty to the extent prohibited by applicable law.
HS has reviewed the non-standard terms and determined that the benefit to the County of maintaining these services to facilitate telecommuting outweighs the potential risks the non-standard terms pose and recommends approval of the Agreement.
PROCUREMENT
Vonage was recommended to provide this service after a review was completed by the HS Information Technology and Support Division (ITSD). ITSD recommends renewing Vonage telecommunication services as it is fully integrated with the department’s existing system and tailored to meet specific operational needs, including customized features.
Purchasing supports the non-competitive agreement with Vonage for continuity of operations of the current HS telework model and it is the lowest cost for VoIP.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Daniella Hernandez, Deputy County Counsel, 387-5455) on August 24, 2026; Purchasing (Jessica Barajas, Supervising Buyer, 387-2065) on July 28, 2026; Information Technology and Support Division (Marcella Ramirez, Departmental Information Systems Administrator, 386-3780) on August 3, 2026; Innovation and Technology (Don Le, Chief Information Officer, 388-5501) on July 30, 2026; Risk Management (Stephanie Pacheco, Staff Analyst II, 386-8555) on August 10, 2026; and County Finance and Administration (John Hallen, Principal Administrative Analyst, 388-0208) on August 13, 2026.