REQUEST FOR PROPOSALS Maintenance of Mitel Telephone and Voic Systems RFP

Transcription

1 REQUEST FOR PROPOSALS Maintenance of Mitel Telephone and Voic Systems RFP REQUEST FOR PROPOSALS SCHEDULE: RFP Released Friday, April 13, 2012 Questions submitted by Monday, April 23, 2012, 5:00 p.m. Responses to Questions Monday, April 30, 2012 Proposals due to City Thursday, May 10, 2012, 2:00 p.m. Notified of Selection Wednesday, May 23, 2012 Submit Qualifications to: City of Fremont Purchasing Services 3300 Capitol Avenue, Bldg. B Fremont CA [C]Service-RFP(00-1) 1

2 REQUEST FOR PROPOSALS Maintenance of Mitel Telephone and Voic Systems FISCAL YEAR A. The CITY OF FREMONT (hereinafter "City") hereby requests proposals for Maintenance of Mitel Telephone and Voic Systems and will receive proposals in the office of the City s Purchasing Division of the Finance Department, at 3300 Capitol Avenue, Fremont, CA 94538, up to the hour of 2:00 PM Pacific Standard Time, on the 10th day of May, B. SCOPE OF SERVICES. The City has prepared an outline of services (which includes a description of the City s Project Objectives) which is attached as Exhibit 1 to the Request for Proposals ( RFP ), and generally includes: Maintenance of Mitel Telephone and Voic Systems. C. REQUESTS FOR CLARIFICATION OF THE RFP. If any Proposer has any question regarding the meaning of any part of this RFP, or finds discrepancies in or omissions from this RFP, the Proposer shall submit questions or requests for clarifications to by 5:00 p.m. on April 23, All responses to questions will be posted to Bidsync. D. SUBMITTAL OF PROPOSALS. The instructions for the submittal of proposals are set forth throughout this RFP. Generally, each proposal shall be submitted with a cover letter and four exhibits, including: (A) Scope of Services, (B) Billing Rates, (C) Statement of Qualifications, and (D) Terms of Service Agreement. Proposals shall be submitted in a sealed envelope clearly marked on the outside: SEALED PROPOSAL FOR RFP# MAINTENANCE OF MITEL TELEPHONE AND VOIC SYSTEMS - DUE BY: MAY 10, 2012 BY 2:00PM - DO NOT OPEN WITH REGULAR MAIL. E. CITY S REVIEW OF PROPOSALS. All responsive proposals shall be reviewed and evaluated by the City in order to determine which Proposer best meets the City s needs for this Project. The criteria by which the City shall evaluate proposals are set forth in this RFP. The City reserves the right to reject any and all proposals or waive any irregularities in any proposal or the proposal process. The City reserves the right to negotiate the terms of the Agreement for this Project with one or more Proposers. F. AWARD OF AGREEMENT. The City currently anticipates awarding an agreement for this Project by approximately May 23, No proposal or agreement for this Project shall be binding upon the City until the Agreement is signed by the Consultant and the City. 2

3 COLLUSION (submit signed form with proposal) This is to certify that the undersigned bidder has neither directly nor indirectly entered into an agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this proposal submitted this date to the City of Fremont. All terms and conditions of this Request for Proposals have been thoroughly examined and are understood. NAME OF BIDDER: AUTHORIZED REPRESENTATIVE: SIGNATURE TITLE ADDRESS: 3

4 INSTRUCTIONS TO PROPOSER S 1. TIME AND PLACE OF DELIVERY OF PROPOSALS. It is the Proposer's responsibility alone to ensure that the proposal is received by the City s Authorized Representative at the time and place identified on the cover of this Request for Proposals ( RFP ). 2. FORMAT OF ENVELOPE FOR PROPOSAL. The Proposer shall submit the proposal in a sealed envelope clearly marked on the outside: SEALED PROPOSAL FOR RFP MAINTENANCE OF MITEL TELEPHONE AND VOIC SYSTEMS - DUE BY: MAY 10, 2012 BY 2:00PM - DO NOT OPEN WITH REGULAR MAIL." 3. FORMAT AND QUALITY OF PROPOSALS. All proposals shall be prepared in a clear and concise manner. Unnecessarily elaborate or glossy proposals are neither expected nor desired. The emphasis of the proposal should be on responding to the requirements set forth in this RFP. 4. PROPOSER S SIGNATURE. An authorized representative of the Proposer shall sign the proposal on a cover letter which: (1) identifies this project by name and number; and (2) identifies the full legal name of the Proposer, along with name of contact person, address, phone number, fax number, and address; and (3) indicates Proposer s willingness to comply with the procedures identified in this RFP, including an incorporation by reference of the four exhibits identified below. 5. CONTENTS OF PROPOSAL. The Proposer shall include in its proposal, at a minimum, the information outlined in this section 5 in a manner which demonstrates the Proposer's competence and qualifications for the satisfactory performance of the services identified in this RFP. The Proposer shall attach four separate exhibits to the cover letter proposal, including: (A) Scope of Services, (B) Billing Rates, (C) Statement of Qualifications, and (D) Terms of Service Agreement. 5(A). Scope of Services. The City has set forth on RFP Exhibit 1, attached hereto and incorporated herein by reference, an outline of services which the City anticipates the successful Proposer to perform. The outline of services set forth on RFP Exhibit 1 is presented for the primary purpose of allowing the City to compare proposals. The precise scope of services to be incorporated into the Service Agreement will be based upon RFP Exhibit 1 as well as Proposal Exhibit A to be prepared by Proposer as a part of the proposal (described below), and may be the subject of negotiations between the City and the successful Proposer. 5(A)(1). Based upon the City s outline of services set forth on RFP Exhibit 4

5 1, the Proposer shall prepare a complete description of the scope of services (to be labeled: Proposal Exhibit A ) which the Proposer intends to perform in order to achieve the Project Objectives. The Proposer may identify services in Proposal Exhibit A which differ from the outline of services in RFP Exhibit 1 if the Proposer believes the changes will assist the City in more efficiently and effectively achieving the City s stated Project Objectives. 5(A)(2). The Proposer s scope of services shall include, at a minimum a description of the major components of services (or phases of service), a description of work product (or deliverables ) to be provided by Proposer to the City, and the expected time of completion for each component. 5(B). Billing Rates. The Proposer shall prepare a schedule of billing rates (to be labeled: Proposal Exhibit B ) which identifies: 5(B)(1). A proposed rate and method of payment for all services to be performed by the Proposer including hourly rates and a description of any reimbursable charges. 5(B)(2). A total proposed Not to Exceed cost for the performance of all services described in the scope of services, Proposal Exhibit A. 5(B)(3). An estimated cost breakdown for each major component of service, with a cross-reference to each component of service identified in Proposal Exhibit A. 5(C). Statement of Qualifications. The Proposer shall prepare a statement of qualifications (to be labeled: Proposal Exhibit C ) which identifies: 5(C)(1). An identification of the size, stability, and capacity of Proposer s organization, including, at a minimum, an identification of Proposer s: (1) total number of years in operation, (2) total current number of employees, (3) number of office locations (including the location of each office), and (4) number of employees in the office location which is intended to provide the services described in Exhibit A. 5(C)(2). An identification of the Proposer s experience performing services for projects of a similar size, scope, and complexity as the services required by this RFP, including an identification of: (1) the number of years Proposer has been performing similar services; and (2) the most recent projects for which the Proposer has performed similar services. The list of recent projects shall include the name, contact person, address, and phone number of each party for whom the service was provided, as well as a description of the service performed, the dollar amount of the contract, and the date of performance. 5

6 5(C)(3). A list of the Proposer's suppliers which the Proposer intends to assign to this Project. The City will retain under its agreement with the successful Proposer the right of approval of all suppliers performing under the agreement. 5(D). Terms of Proposed Service Agreement. The Proposer shall prepare a document identifying the terms of the proposed Service Agreement between the City and Proposer (to be labeled: Proposal Exhibit D ), including: 5(D)(1). Specifically identify any portions of the City's standard form Service Agreement (attached to this RFP) which the Proposer desires to amend (either by addition, deletion, or modification). 5(D)(2). Disclose any past, ongoing, or potential conflicts of interest which the Consultant may have as a result of performing the work for this Project. 5(D)(3). Identify Proposer s ability to comply with the City s insurance requirements. A copy of an insurance certificate or a letter of intent to provide insurance from the issuing company (including a description of types of coverage and dollar amount limits) may be favorably considered. 6. CITY S REVIEW OF PROPOSALS. After the proposals are received and opened by the City, the City shall review and evaluate all proposals for responsiveness to the Request for Proposals in order to determine whether the Proposer possesses the qualifications necessary for the satisfactory performance of the services required. The City may also investigate qualifications of all Proposers to whom the award is contemplated, and the City may request clarifications of proposals directly from one or more Proposers. In reviewing the proposals, the City may consider the following: 6(A). The qualifications (including education, training, licenses, experience, and past performance) of the Proposer and its agents, employees, and sub-consultants in completing projects of a similar type, size, and complexity. The City may consider Proposer's timely and accurate completion of similar projects within budget. 6(B). The feasibility of the proposal based upon the methodology of the proposed scope of services, and the reasonableness of the schedule of billing rates. 6(C). Proposer s understanding of the work to be completed based upon the clarity of the proposal and responsiveness to this RFP. The City will not assume that a Proposer will perform services not specifically detailed in its submitted proposal. 6

7 6(D). Proposer s willingness to accept the terms and conditions in the City s standard form Service Agreement. 7

8 6(E). Evaluation Criteria Scoring of responses to this proposal will be completed according to the following point scale: Quality of Response to the RFP Completeness of submitted documents Technical information in response Overview of how service is to be provided Willingness to accept terms and conditions of the Service Agreement Technical Qualifications Bidder profile Service Manager qualifications Experience of Service Technicians, including certifications References Price Total 30 points 40 points 30 points 100 points The proposal with the lowest price will not necessarily be selected; however, price is a component of the evaluation. The City will select the proposal that is most advantageous to the City and will award the agreement to the most responsible Proposer. 7. AWARD OF AGREEMENT. Upon completion of the review period, the City shall notify those Proposers who will be considered for further evaluation and negotiation. All Proposers so notified shall make presentations and negotiate in good faith in accordance with direction from the City. Any delay caused by Proposer's failure to respond to direction from the City may lead to a rejection of the Proposal. 7(A). If the City determines, after further evaluation and negotiation, to award the Agreement, a Service Agreement shall be sent to the successful Proposer for the Proposer's signature. No proposal shall be binding upon the City until after the Agreement is signed by duly authorized representatives of both Consultant and the City. 7(B). The City reserves the right to reject any or all proposals, and to waive any irregularity. The award of the Agreement, if made by the City, will be based upon a total review and analysis of each proposal and projected costs. 8. PROPOSALS ARE PUBLIC RECORDS. Each Proposer is hereby informed that, upon submittal of its proposal to the City in accordance with this RFP, 8

9 the proposal is the property of the City. 8(A). Unless otherwise compelled by a court order, the City will not disclose any proposal while the City conducts its deliberative process in accordance with the procedures identified in this RFP. However, after the City either awards an agreement to a successful Proposer, or the City rejects all proposals, the City shall consider each proposal subject to the public disclosure requirements of the California Public Records Act (California Government Code sections 6250, et seq.), unless there is a legal exception to public disclosure. 8(B). If a Proposer believes that any portion of its proposal is subject to a legal exception to public disclosure, the Proposer shall: (1) clearly mark the relevant portions of its proposal Confidential ; and (2) upon request from the City, identify the legal basis for exception from disclosure under the Public Records Act; and (3) the Proposer shall defend, indemnify, and hold harmless the City regarding any claim by any third party for the public disclosure of the Confidential portion of the proposal. 9. PROPOSAL DOCUMENT/ SUBMITTAL INFORMATION. Those interested in competing for this contract must submit their completed, sealed bid proposals by Thursday, May 10, 2012, by 2:00 PM to: City of Fremont Purchasing Division, Finance Department 3300 Capitol Avenue, Building B Fremont, CA Late submittals, and submittals by either fax or , WILL NOT BE ACCEPTED. Proposals should be properly sealed and marked on the outside with: SEALED PROPOSAL FOR RFP# MAINTENANCE OF MITEL TELEPHONE AND VOIC SYSTEMS - DUE BY: MAY 10, 2012 by 2:00pm - DO NOT OPEN WITH REGULAR MAIL." Number of Copies: 3 printed copies of the proposal are required for City purposes, one copy must clearly be marked MASTER COPY. REQUEST FOR PROPOSAL SCHEDULE: RFP Released April 13,

10 Questions submitted by April 23, 2012 Responses to Questions April 30, 2012 Proposals due to City May 10, 2012 Notified of selection May 23, CITY OF FREMONT POINT OF CONTACT INFORMATION The sole point of contact for information pertaining to this project must be directed to Unless specifically authorized by the Project Manager, no other City of Fremont official or employee is authorized to provide information related to this project or Request for Proposals (RFP). Contact with other City of Fremont officials or employees without the express permission of the Project Manager could result in disqualification from further consideration in this RFP process. 11. COSTS ASSOCIATED WITH PROPOSAL PREPARATION ARE SERVICE PROVIDER RESPONSIBILITY All costs incurred by prospective proposers associated with the preparation of a response to this Request for Proposals and subsequent demonstrations, analyses, studies, responses to inquiries, travel for purposes of competing for and/or negotiating a contract with the City are the sole responsibility of the proposer. 12. COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS Proposer shall be familiar with and abide by all laws, ordinances and regulations in conducting themselves during the term of their relationship with the City. Service provider will determine the best methods for obtaining compliance with all laws, ordinances and regulations regarding the installation and operation of their software in the City s public safety environment. The cost of this compliance will be included in the prices provided in the proposer s proposal to the City. 13. ERRORS AND OMISSIONS The vendor bears full responsibility for exclusions or errors in the proposals submitted. Upon Close of Bid, the City reserves the right to hold any vendor accountable and responsible for their submitted proposal for the period specified therein. Failure to review or comprehend any portion of this proposal does not absolve the vendor of the responsibilities articulated herein. 14. PROPOSAL DISCREPANCIES If discrepancies are found between two or more copies of the proposal, the master copy will provide the basis for resolving such discrepancies. If one copy of the proposal is not clearly marked MASTER COPY, the City may reject the proposal. However, the City may at its sole option, decide to select one copy to be used as the master copy. 10

11 15. VENDOR QUALIFICATIONS The successful Proposer should be one who is knowledgeable in Mitel multiple-pbx/voip installations and is able to provide the required response times with qualified technicians. All technicians must be full-time regular employees of the Proposer; subcontractors will not be allowed. The lead technician must have a minimum of five years PBX experience after first certification on a major PBX system and two years experience after Mitel certification. All local technicians must have at least one year of experience following Mitel certification. Preferred Mitel certifications include the following systems: SX 2000, 3300 ICP, NuPoint Messenger IP, Unified Communicator Advanced (UCA), Audio and Web Conferencing (AWC), Quick Conference, OPS Manager, and Enterprise Manager. The role of the service provider in this relationship is to provide technical support, timely response to service requests and assistance in the expansion of services. The City places equal value on the role of the Proposer to provide basic maintenance services and to advise the City on opportunities to improve existing services and/or add new business services and reduce and control maintenance costs (e.g. informing the City of software upgrade options, new programs from Mitel, etc.). The City may also rely on the Proposer to provide consulting or installation and configuration services for any new technologies according to hourly or other unit pricing described in the Proposer s response. 16. Term of Agreement The initial term of the Service Agreement will be for a one-year period. If the service is satisfactory and the Proposer is responsive to the City s needs, the City may extend the Agreement for up to two additional one-year periods. EXHIBIT 1 SCOPE OF SERVICES 11

12 A. General The City is seeking a highly qualified service provider for maintenance and support of its Mitel SX 2000 Light, SX 2000 MicroLight, and 3300 ICP telephone systems; NuPoint Messenger IP voic systems; Mitel applications such as UCA and AWC; and telephone sets. The City is in the process of purchasing two new MCD 3300 systems and two MCD 3300 hardware upgrades directly from Mitel. It is expected that the two Mitel SX 2000 systems will be replaced with the two new MCD 3300 systems and that the hardware on the existing 3300 ICP systems will be upgraded to the MXe II controllers before the end of June The purpose of this Section is to describe the minimum level of services to be provided to support the telephone and voic systems. B. Background The City employs a full-time Telecommunication Technician certified for installation and maintenance of the Mitel SX 2000 telephone system. The successful Proposer will be expected to support and assist the City's technician, as well as provide the typical replacement parts needed to complete repairs. The City's technician can generally be relied upon to perform primary diagnosis and repair from supplies maintained by the City. During the technician's absence, the successful Proposer will be expected to respond in a timely manner for all repairs. In a typical year, the City places an average of six calls for technical assistance. The City intends to continue using Mitel's CMAS or GSA contracts as its primary purchasing mechanism and will purchase non-contract additions, upgrades, etc. directly from Mitel based on the approved fixed price schedule. The successful Proposer will be asked to assume responsibility for repair and maintenance of newly acquired equipment according to a mutually agreeable method of increasing the service contract. The City may choose to contract for installation/configuration or consulting services from the successful Proposer according to the price schedule submitted by Proposer in its response to this RFP. C. Existing Environment The City of Fremont currently operates a hybrid network of Mitel SX 2000 and 3300 ICP systems supporting approximately 965 telephones managed by the Mitel Enterprise Manager with OPS Manager system. There are currently two independent PBXs and three 3300 ICPs in four separate locations, with one 3300 being relocated before June 30, Two of these systems have off-site nodes and one MicroLight. The systems are located at the City s four main sites with the fifth site being installed by the end of June 2012: 1. City Hall Administration, 3300 Capitol Avenue; 2. Police Department, 2000 Stevenson Boulevard; 3. Development Services Center, Liberty Street; 4. Maintenance Center, Osgood Road; and 12

13 5. Fremont Aqua Adventure Waterpark, Paseo Padre Parkway (after June 30, 2012). Additional locations with off-site nodes are at the: 1. Senior Center, Paseo Padre Parkway; 2. Family Resource Center, Liberty Street; and 3 Fremont Jail, 1990 Stevenson Boulevard. It is expected that the each of the SX-2000 systems currently installed at the Police Department and Maintenance Center will be replaced with a MCD 3300 MXe system before the end of June The hardware for the two existing 3300 ICP systems, one system at the Development Services Center and one system at the Police Department, will be upgraded to the MXe II controller also before the end of June The upgraded 3300 system at the Police Department will be relocated from the Police Department to the City s Aqua Adventure Waterpark. The PBX systems support Mitel 400 and 4000 series sets and analog sets. The 3300 ICPs support Mitel 400 and 4000 series sets, analog sets and 5324, 5235, 5224, 5220, and 5020 IP sets. The City has two NuPoint Messenger IP voic systems. These systems are located at 3300 Capitol Avenue, Building B (City Hall Administration) and at 2000 Stevenson Boulevard (Police Department). Both voic systems use IP integration to the Mitel 3300 ICPs. A listing of the current configuration for each system and the proposed postupgrade configuration is described in Exhibit B. The City s five main sites are networked via fiber optic cable using IP trunking and AT&T T-1 service. The City also uses AT&T Centrex service to connect to some outlying facilities. The Centrex integrates to the NuPoint voic system at the City Hall location using a PIM box and RS232 terminal connection. The Centrex system is connected to the Mitel network via six AT&T tie lines that terminate at the Mitel 3300 ICP located at 3300 Capitol Avenue. D. Services to be Provided The City s expectations for services to be provided for maintenance and operation of the Mitel telephone systems, voic systems, applications, and telephone sets include, but are not limited, to the following items: 1. Unlimited service calls for basic maintenance services such as on-site and over-the-telephone troubleshooting, installation of software patches and software updates, and purchase of software assurance for existing systems and applications. The City understands that it is responsible for any additional licensed features or user licenses. 13

14 2. All equipment, materials, cables, and supplies necessary for the proper maintenance and repair of the Mitel systems covered by the Service Agreement. a. Replacement parts needed to repair a major or critical outage should be a like-for-like part/version. However, in order to restore the system to full functionality as quickly as possible, the successful Proposer may substitute a part with a lower part/version. It is expected that the like-for-like part/version would be re-installed in the City s system after it is repaired. b. The response time for receipt of the replacement part shall be no longer than one hour for a major or critical outage at the Police Department and no longer than two hours for a major or critical outage at the City Hall Administration, Development Services Center, Maintenance Center, and Aqua Adventure Waterpark. If a substitute part is installed, the like-for-like part shall be reinstalled within five business days from the date that the original repair call is placed. 3. Telephone Sets. The table below shows the current quantities of each model of telephone set deployed throughout the City. The successful Proposer will be responsible for maintaining only the 4000 and IP series of Mitel telephone sets. The City upgrades the 400 series of telephone sets with IP sets as necessary. The successful Proposer will be responsible for maintaining the new IP sets as quantities change during the term of the Service Agreement. Model Admin Dev Ctr Mtce Ctr PD(1) Waterpark TOTALS Series App Server Port SIP TOTALS (1) The PD column reflects sets currently installed on both the PD SX-2000 and PD IP telephone systems that will be combined on the new MCD 3300 MXe system. a. Telephone sets still within the manufacturer s warranty shall be replaced with a new like set. b. Telephone sets out of manufacturer s warranty shall be replaced 14

15 with a refurbished like set. c. New and refurbished telephone sets shall be shipped to City within five business days of the date that the City requests the replacement set(s). d. City will collect and ship defective sets to the proposer as agreed upon in the negotiated Service Agreement between the City and the successful Proposer. e. As new models of Mitel telephone sets are deployed by the City during the term of the negotiated Service Agreement, the same maintenance support conditions shall apply. 4. Support to the Telecommunications Technician on technical matters as needed. 5. Provision of emergency maintenance services during absences of the City s Telecommunications Technician. 6. Advice to the City on opportunities to improve services and reduce maintenance costs. 7. Response Levels a. Telephone and Voic Systems at the Police Department i. 24/7 One hour response after call is placed to successful Proposer for all major and critical alarms on the telephone and voic systems. If the repair cannot be completed remotely, Proposer shall respond on-site within one hour and notify the Police Department Dispatch Center upon arrival. b. Telephone and Voic Systems at the Other Four Main Sites i. 24/7 - Two hour response after call is placed to successful Proposer for all major and critical alarms on the telephone systems located at the City Hall Administration, Development Services Center, Maintenance Center, and Aqua Adventure Waterpark. If the repair cannot be completed remotely, Proposer shall respond on-site within two hours and notify the City staff who initially reported the trouble upon arrival. c. Minor Failures All Sites i. For minor failures such as intermittent telephone or voic issues or several phones or voic boxes not working, successful Proposer shall begin remote diagnostics by end of the next business day after the issue is reported. 15

16 The above description of services is provided for the primary purpose of allowing the City to compare proposals. The precise scope of services to be incorporated into the Service Agreement will be based upon the Proposer s response to the RFP and may be the subject of negotiations between the City and the successful Proposer. 16

17 PROPOSAL FORMAT A. General Instructions All of the pages included in the Proposer Response Pages (Appendix A-1) shall be completed and submitted as part of the proposal. FAILURE TO FULLY, ACCURATELY, AND LEGIBLY COMPLETE THE REQUIRED FORMS MAY RESULT IN REJECTION OF A PROPOSAL. The completed Appendix A-1 shall be incorporated into the subsequent agreement with the successful Proposer. Accordingly, the Proposer s responses are a critically important part of a legally binding agreement concerning the capabilities of the Proposer to provide the maintenance services for the Mitel telephone and voic systems. B. Proposal to be Submitted to the City of Fremont 1. Proposer Checklist (Appendix A-1, Form 1) This checklist has been provided to assist proposers in complying with RFP requirements. Each item on the checklist must be included in the proposal and shall be cross-referenced to the proposal page where the item is located. 2. Proposer Background Information (Appendix A-1, Form 2) All pages in this section must be completed and submitted on the form provided or its copy. Failure to fully, accurately, and legibly complete the form may result in proposal rejection. 3. Pricing Pages (Appendix A-1, Form 3) Proposer shall complete this section showing the schedule of billing rates. Rates to be detailed include, at a minimum, the following items: a. Annual maintenance costs for the services, equipment and material for each of the four main locations for a three (3) year period. b. Hourly labor rates for on-site or remote services not covered under the annual maintenance contract. 4. Signature Page (Appendix A-1, Form 4) An individual authorized to make financial commitments on behalf of the Proposer shall sign the proposal. 5. Scope of Services Proposer shall attach a narrative containing a complete description of the scope of services that the Proposer intends to perform in order to achieve the expectations set forth in Section III above. The Proposer may identify services in the narrative which differ from the outline of services if the Proposer believes the 17

18 changes will assist the City in more efficiently and effectively meeting the City s expectations. The narrative shall include, at a minimum, the following items: a. A list of all services, equipment and material to be provided by Proposer. b. Description of how maintenance is available 24 hours a day, 7 days a week, on a 1-hour or 2-hour on-site emergency response basis. c. If maintenance is not available 24/7, describe what services are available and identify associated costs. d. Description of support available in the event of a major disaster (fire, earthquake, flood) including whether there is a standby replacement system available and if yes, location of standby system. e. Type of remote alarms at the office that will serve the City used to monitor the Mitel systems including how the remote alarms work (for instance, are City systems auto-dialed to Proposer s office or are the systems polled), what system functions are monitored and how the alarm conditions are monitored. f. Description of how hardware and software upgrades are handled and traditionally, the costs associated for those upgrades. 6. Statement of Qualifications Proposer shall attach a narrative that includes a detailed description of its organization and the experience of its technicians who will be assigned to the City s account. The description must include, at a minimum, the following items: a. Evidence that your organization is a Mitel certified dealer and installer. Non-Mitel certified dealers will not be considered. b. The primary services provided by your company. c. All telephone and voic equipment sold and serviced by your company. d. Names, addresses and telephone numbers of the senior management for the office responding to the RFP and for the office from which services are to be provided. 7. Attachments 18

19 Proposer shall include the following attachments with the proposal: a. Exceptions An explanation of exceptions, if any, Proposer takes to the terms and conditions set forth in this RFP or to the City s standard form Service Agreement, attached to this RFP as Exhibit A. c. Proposer s Contract A copy of Proposer s contract or other document that the City will be required to execute prior to Proposer s delivery of the services described in this RFP. 19

20 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 1, Page 1 of 1 PROPOSER RESPONSE PAGES PROPOSER CHECKLIST This checklist has been provided to assist Proposer in complying with RFP requirements. All items listed must be included with the proposal. To assist in proposal evaluation, Proposer shall cross-reference the required item with the applicable page in the proposal. Proposer shall check off each item as it is assembled into the proposal, enter the page number where the item can be found in the proposal, detach the checklist from the RFP and submit it as part of the proposal. Proposal Item Format Page No. Original + 2 Copies As specified in RFP Proposer Checklist Appendix A-1, Form 1 Proposer Background Information Appendix A-1, Form 2 Pricing Pages Appendix A-1, Form 3 Signature Page Appendix A-1, Form 4 Scope of Services Narrative Statement of Qualifications Narrative List of Exceptions (if applicable) Proposer s Contract (if applicable) Attachment Attachment 20

21 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 2, Page 1 of 8 PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION A. Company Information Company Name: Local Address: Telephone Number (Voice): Telephone Number (Fax): Headquarters: Address: Telephone Number (Voice): Telephone Number (Fax): Contact Person: Title: Location: Telephone Number (Voice): Telephone Number (Fax): Address: 21

22 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 2, Page 2 of 8 PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION B. Company Background (continued) 1. How many years has the company actively provided maintenance services for Mitel telephone and voic systems similar to the City s systems specified in this RFP? Years 2. Number of total office locations Locations 3. Location of office from which service will be provided to the City of Fremont. 4. How many years has the office that will serve the City been open? Years 5. Company s normal business hours (Pacific Standard Time) for office serving the City: a. Days of week available 6. How many employees does the company have? a. Nationwide: Employees b. Office serving the City: Employees c. Full-time service/technical personnel in office serving the City: Employees d. Full-time Mitel certified technicians in office serving the City: Employees e. Total number of clients currently supported by office that will serve the City: Clients 7. Name and contact information for your Mitel manufacturer representative: Name: Title: Telephone Number: Address: 22

23 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 2, Page 3 of 8 PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION B. Company Background (continued) 8. Technicians - Complete the following information for each technician who will be serving the City. Make additional copies of these pages if necessary. Name of Technician: Home Office Location: Years of PBX Experience: Years of Voic Experience: Years of Mitel Experience: Mitel Systems Worked on: Technician 1 Mitel Certifications including UCA and AWC. Also list the year of certification. Name of Technician: Home Office Location: Years of PBX Experience: Years of Voic Experience: Years of Mitel Experience: Mitel Systems Worked on: Technician 2 Mitel Certifications including UCA and AWC. Also list the year of certification. 23

24 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 2, Page 4 of 8 PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION B. Company Background (continued) Name of Technician: Home Office Location: Years of PBX Experience: Years of Voic Experience: Years of Mitel Experience: Mitel Systems Worked on: Technician 3 Mitel Certifications including UCA and AWC. Also list the year of certification. Name of Technician: Home Office Location: Years of PBX Experience: Years of Voic Experience: Years of Mitel Experience: Mitel Systems Worked on: Technician 4 Mitel Certifications including UCA and AWC. Also list the year of certification. 24

25 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 2, Page 5 of 8 PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION B. Company Background (continued) 9. Number of Active Accounts Please complete the following information for the number of current active accounts your company supports for telephone and voic maintenance. PLEASE SUBMIT A COMPLETE LIST OF AT LEAST SIX Agency Name Address of Agency Contact Name Phone Number 25

26 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 2, Page 6 of 8 PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION C. References Complete the following information for companies (including any governmental agencies) for which Proposer has provided comparable maintenance and installation services of the Mitel SX 2000 PBX and 3300 ICP systems during the past two (2) years where multiple Mitel PBXs/ICPs are integrated in a fashion similar to that of the City. All references must involve systems having more than 300 telephones and also have a comparable voic system. References may or may not be reviewed or contacted at the discretion of the City. The City reserves the right to contact references other than, and/or in addition to, those provided by Proposers. The City shall not provide information received from references to Proposers. Agency Name: Department Name: Address: Contact Person: Title: Telephone Number: General Description of PBX/VoIP System(s)/Network (Manufacturer/Model) Supported: # of Systems Supported: Number of Handsets Supported: General Description of Voic System(s) (Manufacturer/Model) Supported: Reference 1 Mitel Applications (such as UCA, AWC) Supported: # of Years Supporting Agency: 26

27 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 2, Page 7 of 8 PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION C. References (continued) Agency Name: Department Name: Address: Contact Person: Title: Telephone Number: General Description of PBX System(s)/Network (Manufacturer/Model) Supported: # of Systems Supported: Number of Handsets Supported: General Description of Voic System(s) (Manufacturer/Model) Supported: Reference 2 Mitel Applications (such as UCA, AWC) Supported: # of Years Supporting Agency: 27

28 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 2, Page 8 of 8 PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION C. References (continued) Agency Name: Department Name: Address: Contact Person: Title: Telephone Number: General Description of PBX System(s)/Network (Manufacturer/Model) Supported: # of Systems Supported: Number of Handsets Supported: General Description of Voic System(s) (Manufacturer/Model) Supported: Reference 3 Mitel Applications (such as UCA, AWC) Supported: # of Years Supporting Agency: 28

29 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 3, Page 1 of 4 PROPOSER RESPONSE PAGES PRICING PAGES The pricing pages must itemize the cost to the City for all system maintenance and installation services. A narrative may be attached to clarify any data submitted. A. Annual Maintenance Costs Please list the annual maintenance costs for the services, equipment and material for each of the locations for the next three (3) years. Costs should be based on the basic service levels described in Section III, Scope of Services and on the system configurations detailed in Exhibit B. List any other items not specifically described in this RFP with associated costs that will be included in the annual maintenance agreement. Pricing for Years 2 and 3 should be based upon the same assumptions as the current year bid for response time and type/size of network. The City recognizes that maintenance costs may increase/decrease with the addition and/or deletion of equipment or software. 1. City Hall Administration, 3300 Capitol Avenue System Year 1 Year 2 Year 3 Mitel 3300 MXe $ $ $ NuPoint IP $ $ $ Quick Conference 2.0 $ $ $ OPS Manager $ $ $ Enterprise Manager $ $ $ UCA $ $ $ AWC $ $ $ Software Assurance $ $ $ Phone Sets $ $ $ Other: $ $ $ Other: $ $ $ Totals CH Administration $ $ $ 2. Development Services Center, Liberty Street System Year 1 Year 2 Year 3 Mitel 3300 LX (will be $ $ $ upgraded to MXe) Phone Sets $ $ $ Software Assurance $ $ $ Other: $ $ $ Other: $ $ $ Totals Dev Services Center $ $ $ 29

30 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 3, Page 2 of 4 PROPOSER RESPONSE PAGES PRICING PAGES A. Annual Maintenance Costs (continued) 3. Police Department, 2000 Stevenson Boulevard System Year 1 Year 2 Year 3 Mitel 3300 MX (will be N/A N/A N/A upgraded to MXe and relocated to the Aqua Adventure Waterpark) NuPoint IP $ $ $ Mitel SX 2000 (will be $ $ $ replaced with a Mitel MCD 3300 MXe) Software Assurance $ $ $ Phone Sets $ $ $ Other: $ $ $ Other: $ $ $ Totals PD Department $ $ $ 4. Maintenance Center, Osgood Road System Year 1 Year 2 Year 3 Mitel SX 2000 ML (will be $ $ $ replaced with a Mitel MCD 3300 MXe) Software Assurance Phone Sets $ $ $ Other: $ $ $ Other: $ $ $ Totals Maintenance Center $ $ $ 5. Fremont Aqua Adventure Waterpark, Paseo Padre Parkway System Year 1 Year 2 Year 3 Mitel 3300 MXe (relocated $ $ $ from the Police Department) Software Assurance $ $ $ Phone Sets $ $ $ Other: $ $ $ Other: $ $ $ Totals Waterpark $ $ $ 30

31 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 3, Page 3 of 4 PROPOSER RESPONSE PAGES PRICING PAGES 6. Other Annual Maintenance Costs Not Included Above Description Year 1 Year 2 Year 3 $ $ $ $ $ $ $ $ $ $ $ $ Totals $ $ $ 7. Summary of Total Annual Maintenance Costs System Year 1 Year 2 Year 3 City Hall Administration $ $ $ Development Services Center $ $ $ Police Department $ $ $ Maintenance Center $ $ $ Aqua Adventure Waterpark $ $ $ Other Maintenance Not Included in Annual Costs $ $ $ Totals All Sites $ $ $ 7. Please indicate whether you can guarantee that the annual maintenance rates will not escalate beyond a certain percentage each year. Yes No a. If Yes, for how many years? Years b. At what annual percentage rate? % 31

32 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 3, Page 4 of 4 PROPOSER RESPONSE PAGES PRICING PAGES B. Hourly Labor Rates Please list the hourly labor rates for on-site or remote services not covered under the annual maintenance contract. On-site services may include installation or configuration of new equipment. Include the hours for which the labor rates apply such as standard business hours, overtime, holidays and weekends and whether there is a minimum hour or site visit charge. Service Description (ex. labor, engineering, application, site visit, travel charge) Type (Standard, Overtime, etc.) Days of Week (ex. M-F) Hours (ex. 8am-5pm) Hourly Rate Minimum Hours Billed 32

33 City of Fremont Telephone and Voic Systems Maintenance RFP APPENDIX A-1 FORM 4, Page 1 of 1 PROPOSER RESPONSE PAGES SIGNATURE PAGE PROPOSAL SUBMITTED BY: COMPANY ADDRESS BY (Signature of Authorized Representative) (Print or Type Above Name and Title) (Date) (Telephone) ADDENDUM RECEIPT The receipt of the following addenda to the specifications, if issued, is hereby acknowledged: Addendum No. Addendum No. Addendum No. Date Date Date 33

34 CITY OF FREMONT RFP xx-xxx Mitel Telephone and Voic Systems Maintenance EXHIBIT A SERVICE AGREEMENT Mitel Telephone and Voic Systems Maintenance This Service Agreement (hereinafter Agreement ) is made and entered into by and between the CITY OF FREMONT, a municipal corporation (hereinafter "City"), and [***INSERT #10*** name of business and description of legal entity, i.e. LLC, Partnership, Corporation, etc.], (hereinafter "Consultant ). City and Consultant may be collectively referred to herein as the parties. RECITALS A. City requested a proposal from Consultant to perform the services generally including: basic maintenance services, typical replacement parts and materials, support for City s Telecommunications Technician on technical matters as needed, emergency maintenance services during the absences of the Telecommunications Technician, and advice on opportunities to improve services and reduce maintenance costs. B. In response to the City s request, Consultant submitted a proposal, and, after negotiations, Consultant agreed to perform the services more particularly described on Exhibit A, in return for the compensation described in this Agreement and Exhibit B. C. In reliance upon Consultant s documentation of its qualifications, as set forth in Exhibit C, the City finds that Consultant has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. Consultant shall perform the services described in Exhibit A, attached hereto and incorporated herein by reference, in accordance with the terms and conditions contained in this Agreement. 2. TIME FOR PERFORMANCE. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth herein shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Consultant shall commence performance, and shall complete all required services no later than the dates set forth in Exhibit A. Any services for which times for performance are not specified in this Agreement shall be Service(2010-1) 1

35 CITY OF FREMONT - SERVICE AGREEMENT [***INSERT #1***] commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the Consultant. Consultant shall submit all requests for extensions of time to the City in writing no later than ten (10) days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. 3. PAYMENT. 3(A). Billing. In order to request payment, Consultant shall submit monthly invoices to the City identifying the services performed and the charges therefor (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the Consultant s billing rates (set forth on Exhibit "B, attached hereto and incorporated herein by reference). The City shall make monthly payments to Consultant for services which are performed in accordance with this Agreement, to the satisfaction of the City. Service(2010-1) 3(B). Not to Exceed Compensation. The compensation payable to Consultant for the services identified in Exhibit A shall not exceed $[***INSERT 11A***]. Consultant shall not perform any services beyond the services identified in Exhibit A without prior written authorization from the City s Authorized Representative. If the City s Authorized Representative provides authorization for additional services, the total compensation payable to the Consultant under this Agreement shall not exceed $[***INSERT 11B***]. 3(C). Consultant s Failure to Perform. In the event that Consultant performs services which do not comply with the requirements of this Agreement, Consultant shall, upon receipt of written notice from the City, reperform the services (without additional compensation to the Consultant). If Consultant s failure to perform in accordance with this Agreement causes damages to the City, Consultant shall reimburse the City for the damages incurred (which may be charged as an offset to Consultant s payment). 4. AUTHORIZED REPRESENTATIVES. 4(A). Consultant s Authorized Representative. Consultant understands that, in entering into this Agreement, the City has relied upon Consultant s ability to perform in accordance with its representations regarding the qualifications of the Consultant (including the qualifications of its Authorized Representative, its personnel, and its subconsultants, if any) identified in Exhibit C, attached hereto and incorporated herein by reference. Therefore, Consultant shall not replace its Authorized Representative, or any of the personnel or subconsultants identified in Exhibit C, without the prior 2

36 CITY OF FREMONT - SERVICE AGREEMENT [***INSERT #1***] written consent of the City. All services under this Agreement shall be performed by, or under the direct supervision of, Consultant s Authorized Representative, as identified in Exhibit C. 4(B). City s Authorized Representative. For the performance of services under this Agreement, the Consultant shall take direction from the City s Authorized Representative: [***INSERT 2***], unless otherwise designated in writing by the City s Authorized Representative or the City Manager. 5. INFORMATION AND DOCUMENTATION. 5(A). Information from City. City has made an effort to provide Consultant with all information necessary for Consultant s performance of services under this Agreement. If Consultant believes additional information is required, Consultant shall promptly notify the City, and the City will provide to Consultant all relevant non-privileged information in City's possession. 5(B). Consultant s Accounting Records. Consultant shall maintain all accounting records related to this Agreement in accordance with generally accepted accounting principles and state law requirements, and in no event for less than four years. Consultant s accounting records shall include, at a minimum, all documents which support Consultant s costs and expenses related to this Agreement, including personnel, subconsultant invoices and payments, and reimbursable expenses. Consultant s accounting records shall be made available to City within a reasonable time after City s request, during normal business hours. 5(C). Ownership of Work Product. All original documents prepared by Consultant (including its employees and subconsultants) for this Agreement ( work product ), whether complete or in progress, are the property of the City, and shall be given to the City at the completion of Consultant s services, or upon demand by the City. Consultant shall have a right to make and keep copies of the work product. Consultant shall not reveal the work product, or make it available, to any third party without the prior written consent of the City. 6. RELATIONSHIP BETWEEN THE PARTIES. Consultant is, and at all times shall remain, an independent contractor solely responsible for all acts of its employees, agents, or subconsultants, including any negligent acts or omissions. Consultant is not City s agent, and shall have no authority to act on behalf of the City, or to bind the City to any obligation whatsoever, unless the City provides prior written authorization to Consultant. Consultant is not an officer or employee of City, and Consultant shall not be entitled to any benefit, right, or compensation other than that provided in this Agreement. Service(2010-1) 3

37 CITY OF FREMONT - SERVICE AGREEMENT [***INSERT #1***] 7. CONFLICTS OF INTEREST PROHIBITED. Consultant (including its employees, agents, and subconsultants) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. Consultant shall comply with all requirements of the Political Reform Act (California Government Code Sections 81000, et seq.) and other laws relating to conflicts of interest, including: (a) Consultant shall not make or participate in a decision made by the City if it is reasonably foreseeable that the decision may have a material effect on Consultant s economic interest, and (b) if required by law, Consultant shall file financial disclosure forms with the City Clerk. If Consultant maintains or acquires a conflicting interest, any contract with the City (including this Agreement) involving Consultant s conflicting interest may be terminated by the City. 8. NONDISCRIMINATION. Consultant shall not discriminate against any person related to the performance under this Agreement (including any employee or applicant) because of race, color, religious creed, national origin, physical disability, mental disability, medical condition, marital status, sexual orientation, or sex. 9. COMPLIANCE WITH LAW AND STANDARD OF CARE. Consultant shall comply with all applicable legal requirements including all federal, state, and local laws (including ordinances and resolutions), whether or not said laws are expressly stated in this Agreement. Consultant shall perform services under this Agreement using a standard of care equal to, or greater than, the degree of skill and diligence ordinarily used by reputable professionals, with a level of experience and training similar to Consultant, performing under circumstances similar to those required by this Agreement. 10. BUSINESS LICENSE. The Consultant shall apply for and pay the business tax and registration tax for a business license, in accordance with Fremont Municipal Code title V, Chapter 1, Section , et seq. 11. INSURANCE. Consultant shall, throughout the duration of this Agreement, maintain insurance to cover Consultant (including its agents, representatives, subconsultants, and employees) in connection with the performance of services under this Agreement. This Agreement identifies the minimum insurance levels with which Consultant shall comply; however, the minimum insurance levels shall not relieve Consultant of any other performance responsibilities under this Agreement (including the indemnity requirements), and Consultant may carry, at its own expense, any additional insurance it deems necessary or prudent. Concurrently with the execution of this Agreement by the Consultant, and prior to the commencement of any services, the Consultant shall furnish written proof of insurance (certificates and endorsements), in a form acceptable to the City. Consultant shall provide substitute written proof of insurance no later than 30 days prior to the expiration date of any insurance policy required by this Agreement. 4 Service(2010-1)

38 CITY OF FREMONT - SERVICE AGREEMENT [***INSERT #1***] 12. REPORTING DAMAGES. If any damage (including death, personal injury or property damage) occurs in connection with the performance of this Agreement, Consultant shall immediately notify the City Risk Manager s office by telephone at , and Consultant shall promptly submit to the City s Risk Manager and the City s Authorized Representative, a written report (in a form acceptable to the City) with the following information: (a) name and address of the injured or deceased person(s), (b) name and address of witnesses, (c) name and address of Consultant's insurance company, and (d) a detailed description of the damage and whether any City property was involved. 5 Service(2010-1) 11(A). Minimum Insurance Levels. Consultant shall maintain insurance at the following minimum levels: 11(A)(1). Commercial General Liability (with coverage at least as broad as ISO form CG ) coverage in an amount not less than $2,000,000 general aggregate and $1,000,000 per occurrence for general liability, bodily injury, personal injury, and property damage. 11(A)(2). Automobile Liability (with coverage at least as broad as ISO form CA , for any auto ) coverage in an amount not less than $1,000,000 per accident for bodily injury and property damage. 11(A)(3). Workers Compensation coverage as required by the State of California. 11(A)(4). Professional Liability coverage for damages that may be the result of errors, omissions, or negligent acts of Consultant in an amount not less than $1,000,000 per claim. 11(B). Endorsements. The insurance policies shall be endorsed as follows: 11(B)(1). For the commercial general liability insurance, the City (including its elected officials, employees, and agents) shall be named as additional insured, and the policy shall be endorsed with a form equivalent to ISO form CG (B)(2). Consultant's insurance is primary to any other insurance available to the City with respect to any claim arising out of this Agreement. Any insurance maintained by the City shall be excess of the Consultant s insurance and shall not contribute with it. 11(B)(3). Consultant s insurance will not be canceled, limited, or allowed to expire without renewal until after 30 days written notice has been given to the City. 11(C). Qualifications of Insurers. All insurance companies providing coverage to Consultant shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California, and shall have an A.M Best s rating of not less than A:VII.

39 CITY OF FREMONT - SERVICE AGREEMENT [***INSERT #1***] 13. INDEMNIFICATION. Consultant shall indemnify, hold harmless, and defend the City (including its elected officials, officers, agents and employees) from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorney s fees) resulting or arising from performance, or failure to perform, under this Agreement. 14. TERM OF THE AGREEMENT. The term of this Agreement shall commence on the date last signed by the parties, below, and shall continue until completion of all services in accordance with the timing requirements set forth in Exhibit A and paragraph 2 of this Agreement. This Agreement may be terminated by the City without cause upon fifteen (15) days written notice to Consultant. If the City exercises its right to terminate this Agreement in accordance with this paragraph, the City shall pay Consultant for all services satisfactorily performed in accordance with this Agreement, through and including the date of termination, but not to exceed the payments according to the rates specified in Exhibit B or the maximum amount authorized under paragraph 3 of this Agreement. 15. DEFAULT. If either party ( demanding party ) has a good faith belief that the other party ( defaulting party ) is not complying with the terms of this Agreement, the demanding party shall give written notice of the default (with reasonable specificity) to the defaulting party, and demand the default to be cured within ten days of the notice. If: (a) the defaulting party fails to cure the default within ten days of the notice, or, (b) if more than ten days are reasonably required to cure the default and the defaulting party fails to give adequate written assurance of due performance within ten days of the notice, then (c) the demanding party may terminate this Agreement upon written notice to the defaulting party. 16. NOTICES. All notices required or contemplated by this Agreement shall be in writing and shall be delivered to the respective party as set forth in this section. Communications shall be deemed to be effective upon the first to occur of: (a) actual receipt by a party s Authorized Representative, or (b) actual receipt at the address designated below, or (c) three working days following deposit in the United States Mail of registered or certified mail sent to the address designated below. The Authorized Representative of either party may modify their respective contact information identified in this section by providing notice to the other party. TO: City To: Consultant Attn: [***INSERT 12A***] Attn:[***INSERT 12B***] 6 Service(2010-1)

40 CITY OF FREMONT - SERVICE AGREEMENT [***INSERT #1***] 17. HEADINGS. The heading titles for each paragraph of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement. 18. SEVERABILITY. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this paragraph shall not be applied to the extent that it would result in a frustration of the parties intent under this Agreement. 19. GOVERNING LAW, JURISDICTION, AND VENUE. The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda. 20. ATTORNEY S FEES. In the event any legal action is commenced to enforce this Agreement, the prevailing party is entitled to reasonable attorney s fees, costs, and expenses incurred. 21. ASSIGNMENT AND DELEGATION. This Agreement, and any portion thereof, shall not be assigned or transferred, nor shall any of the Consultant s duties be delegated, without the written consent of the City. Any attempt to assign or delegate this Agreement without the written consent of the City shall be void and of no force or effect. A consent by the City to one assignment shall not be deemed to be a consent to any subsequent assignment. 22. MODIFICATIONS. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both parties. 23. WAIVERS. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. 24. CONFLICTS. If any conflicts arise between the terms and conditions of this Agreement and the terms and conditions of the attached exhibits or any documents expressly incorporated, the terms and conditions of this Agreement shall control. 25. ENTIRE AGREEMENT. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the services described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this 7 Service(2010-1)

41 CITY OF FREMONT - SERVICE AGREEMENT [***INSERT #1***] Agreement are complementary; what is called for in one is binding as if called for in all. 26. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Consultant and the City. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein. CITY OF FREMONT CONSULTANT [** INSERT FULL LEGAL NAME**] By: By: Title: Title: Date: Date: APPROVED AS TO FORM: By: Title: City Attorney Service(2010-1) 8

42 CITY OF FREMONT RFP xx-xxx Mitel Telephone and Voic Systems Maintenance EXHIBIT B 1. City Hall Administration (3300 Capitol Ave) Current Configuration Proposed Post-Upgrade Configuration NO CHANGE Nupoint IP 4.0 Build ,28.01 Nupoint IP 4.0 Build , port 48 port 4 port PIMG 4 port PIMG Quick Conference 2.0 Quick Conference trunk 24 trunk UCA 4.0 UCA 4.0 AWC MAS 2.0 AWC MAS 2.0 Enterprise Mgr 6.0 Enterprise Mgr 6.0 Ops Man Ops Man Mitel 3300 MXe Sys ID b054d Mitel 3300 MXe Sys ID b054d 3300 MXe MXe Peripheral Node 5 Peripheral Node 5 NSU 2 NSU 2 DSU 0 DSU 0 DNI Line 25 DNI Line 25 On Premises 6 On Premises 6 E & M Card 2 E & M Card 2 DS-1 Formatter 0 DS-1 Formatter 0 LS/GS 0 LS/GS 0 Page 1 of 3

43 CITY OF FREMONT RFP xx-xxx Mitel Telephone and Voic Systems Maintenance EXHIBIT B 2. Development Services Center (39550 Liberty St.) Current Configuration Proposed Post-Upgrade Configuration Mitel 3300 LX Sys ID Mitel 3300 MXe II 3300 LX MXe Peripheral Node 2 Peripheral Node 2 NSU 1 NSU 0 DSU 1 DSU 0 DNI Line 16 DNI Line 16 On Premises 5 On Premises 5 E & M Card 0 E & M Card 0 DS-1 Formatter 2 DS-1 Formatter 0 LS/GS 0 LS/GS 0 3. Police Department (2000 Stevenson Blvd) Current Configuration Proposed Post-Upgrade Configuration Nupoint IP 4.0 Build ,28.01 Nupoint IP 4.0 Build , port 32 port Mitel SX2000 Sys ID Mitel 3300 MXe II SX MXe 4.0 Peripheral Node 5 Peripheral Node 4 NSU 2 NSU 0 DSU 1 DSU 0 DNI Line 18 DNI Line 18 On Premises 10 On Premises 10 E & M Card 2 E & M Card 2 DS-1 Formatter 2 DS-1 Formatter 0 LS/GS 0 LS/GS 0 ASU II 1 Page 2 of 3

44 CITY OF FREMONT RFP xx-xxx Mitel Telephone and Voic Systems Maintenance EXHIBIT B 4. Maintenance Center (42551 Osgood Road) Current Configuration Proposed Post-Upgrade Configuration Mitel SX2000ML Sys ID Mitel 3300 MXe II SX2000 ML MXe 4.0 Peripheral Node 0 Peripheral Node 0 NSU 0 NSU 0 DSU 0 DSU 0 DNI Line 5 DNI Line 5 On Premises 2 On Premises 2 E & M Card 0 E & M Card 0 DS-1 Formatter 1 DS-1 Formatter 0 LS/GS 0 LS/GS 0 Universal T1 1 Universal T Aqua Adventure Waterpark (40500 Paseo Padre Parkway) Current Configuration (located at Police Department) Proposed Post-Upgrade Configuration Mitel 3300 MX Sys ID Mitel 3300 MXe II 3300 MX 3300 MXe Peripheral Node 0 Peripheral Node 0 NSU 2 NSU 0 ASU 1 ASU 1 Page 3 of 3