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AG 10-067RETURN TO:. EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: (�t l'..... �p.e�, -z EXT: 1S?� 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION oCONTRACT AMENDMENT (AG #): I D -O l0'1 ❑ INTERLOCAL ❑ OTHER 5. PROJECTNAME: F4-4� 6. NAME OF CONTRACTOR: ADDRESS: SIGNATURE NAME: EU 0 • u. r,.o.,, I S-, s4-o-,—.c m o. TELEPHONE _ FAX: TITLE 0 ,31. 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRAC/T /AMENDMENTS S. TERM: COMMENCEMENT DATE: 4 I Y la t3 COMPLETION DATE: 4 I (a o 1 9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW --:9 PROJECT MANAGER ' ❑ BIB M M•�..�. -- • RISK MANAGEMENT (IF APPLICABLE) • LAW INN / DATE REVIEWED INITIAL /DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING -�i? SENT TO VENDOR/CONTRACTOR DATE SENT: J o f 3� i 3 DATE REC'D: rl �3 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS • LAW DEPARTMENT • SIGNATORY (MAYOR OR DIRECTOR) • CITY CLERK • ASSIGNED AG# • SIGNED COPY RETURNED COMMENTS: INI / DATE SIGNED " H-121113 C'nq I1 -I +1 AG# 10 - OW-IC, DATE SENT: i 1 • 1 L4. 13 1/9 CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -8325 Federal ay (253) 835 -7000. www, cdyoffederaMoy- con r AMENDMENT NO.3 TO GOODS AND SERVICES AGREEMENT FOR AVAYA PHONE AND INTUITY VOICEMAIL SYSTEMS MAINTENANCE This Amendment ("Amendment No. 3 ") is made between the City of Federal Way, a 'Washington municipal' corporation ("City "), and Cerium Networks, a Washington corporation ( "Contractor "). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the parties, agree to amend the original' Agreement for Avaya Phone and Intuity Voicemail Systems Maintenance ( "Agreement ") dated effective May 1, 2010 as amended by Amendment No. 1, dated February 13,2011,and Amendment No. 2, dated September 10, 2012, as 'follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than April 30, 2015 ( "Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with 'any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment„ which is binding on the parties of this contract. AMENDMENT' . I 10/2013 CITY of CITY HALL Federal Way 33325 8th Avenue South AIS, Federal Way, WA 98003 -6325 (253) 835 -7000 sw. w.a1yotledem way, corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: By 814 Priest, Wyor City Clerk, Carol McNeiIly, C DATE: 1/- 14 '4 Cerium Networks„ Inc By f\ � Printed Name :, U� c��a "A- Title: DATE :' STATE OF WASHINGTON ), ) ss.. COUNTY OF Vuuae APP VED AS TO RM: u- - ____ !3' City Attain (q atricia A Richardson On this day personally appeared before me i,���a�N.. J�_rker,•,;@,- , to me known to be the V P of t Lkx , 6 _kvmcy -,> that executed the foregoing' instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses' and purposes !therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal' this1 day of a 20_Lir ````��11UUIUfp�� Notary's signature lf� ��.� ALLY M�'��. Notary's printed name .�`� `Z` Notary Public in and for the State of Washington. My commission expired r0/1 WASH1N���o`�� AMENDMENT -2- 10/2013' 1tETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: ��"�'r►`��� � �- � o 0 2. ORIGINATING STAFF PERSON: I) r� c�»-. �� �25 �� EXT: �S SZ 3. DATE REQ. BY: 2 !� 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.C�, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT O MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT O SECURITY DOCUMENT (E.G. aoxv �LA�D nocu�xTS) ❑ ORDINANCE ❑ RESOLUTION �1 CONTRACTAMENDMENT(AG#): /0 -�1�7 ❑ INTERLOCAL � O'THER 5. PROJECT NAME: �I1o►vb � U o ce.a .�.�a- t Sxs-I'6 •�s MACv�.�er� a+�ce-- Qc rQR. w►a� . 6. NAME OF CONTRACTOR: C�.� v M ADDRESS: E-MAIL: SIGNATURE NAME: TELEPHONE FAX: TITLE EXHIBITS AND ATTACHMENTS: ❑ scoPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBTI'S ❑ PROOF OF AUTHORTI'Y TO SIGN ❑ REQUIRED LICENSES � PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENTDATE: 4-15�- �a/o COMPLETIONDATE: � 13"� TOTAL COMPENSATION $ �<S`�. �� "�1� �A� (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - 1TTAC SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑�S ❑ tvo IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR � CTfY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW � PROJECT MANAGER ��c�oR c�G� ❑ RISK MANAGEMENT (1F APPL�CABLE) ❑ LAW - �'o -�¢ ° � % � SZ f -9 °) - �o So°l'n / S�¢-$'o -�fSo '�o INITIAL / DATE REVIEWED � ,A � �, � � - INITIAL / DATE APPROVED .�� � 11. COUNCIL APPROVAL (�' APPL�CABLE) COMIvIITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ SIGNATORY (CM Ox DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED INI IAL / DATE SIGNED -10 - �2.. �p !:Z AG# DATE SENT: � � C1"i'Y Cs� CITY FiALL � ��ir����' ����rl� �3325 8th Avenue SQUth Fe�cierai Way, WA 98E}03-6325 (253} 835-i�3�0 w�w cityoffecierahr�y com AMENDMENT NO. 2 TO GOODS AND SERVICES AGREEMENT FOR AVAYA PHONE AND INTUITY VOICEMAIL SYSTEMS MAINTENANCE This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Cerium Networks, a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Avaya Phone and Intuity Voicemail Systems Maintenance ("Agreement") dated effective May 1, 2010 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than April 30, 2013 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and a11 acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 7/2012 CtTY OF "� Federal 1�/ay CITY HALL 33325 8ih Avenue Sotrth Fecterat Way, WA 88003-6325 {2�y s�-7oo0 www.cityo�letieraA�y.com IN WiTNESS, the Parties execute this Agreemeni below, effective the last date written below. CITY OF FEDERAL WAY By Skip Priest , ayor �A�: � l 0 I � Ceri Networics, Inc. By: ATTEST: . City Clerk, Carol Mci�Ieill , CMC ROVED AS O FORM: G���'.��XY �N� City Att ey, Patricia A Richardson Printed Name: �l 1.��� G�u.� �G�s�.��{` +� �c� � Title: �_ DATE: i 7 �Z/ STATE OF WASHINGTON ) ) ss. COUNTY OF �� On this day personally appeared befare me t�cS �i��a�n �"r�� �..i��.rmi�. to me known to be the �.aca st o��- of C�2.�'1 �� �m �I ��v�/m(�.yS that executed the faregoing instrument, and acknowiedged the said instrument to be the free and voluntary act and deed of said carporation, for the uses and purposes therein mentioned, and on aath stated that he/slie was authorized to execute said instrument and that the seal aff�ed, if any, is ihe corporate seal of said corporation. GNEN my hand and official seal this `1�k-- day of �.,0�"--+'�'� �/�-- , 20� �` TRINA L,lOHNSON State oi Washingtor+ Notary — •— Publio AiY COh1MfS310h1 EX4IAES trib2a13 Notary's signature ���- '�— ��`-"'� �"`� Notary's printed name �T r r•ut.. L T r� s�►'� Notary Public in and far the State of Washington. My commission expires �J I �--ZaJ 'J A��m�Nr - a - 7�2a�2 RETL'RN 'I'O: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM l. ORIGINATING DEP'T./DIV: e�� ��v��.o�� _ ___ -- ° \ 2. ORIGINATING STAFF PERSON: �A �+�1 Qs.p.,�� z.�-- EXT: 1S�'L 3. DATE REQ. BY:��� _ 4. TYPE OF DOCUME�IT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCIJMENT ❑ SECURITY DOCUMENT (E.�. sorrD �LaTED Docun�ENTS� ❑ ORDINANCE ❑ RESOLUTION �' CONTRACT AMENDMENT (AG#): � � " �� ❑ INTERLOCAL ❑ OTHER 5. PROJECTNAME: � �� � b �-�` �� �S I��� �G�.a"`� ��1� _ —� 6. NAME OF CONTRACTOR: ��Y i 1� 'N� ��-� ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INStIRANCE REQUIREMENTS/CERTtF(CATE L7 ALL OTHER REFERENCED �XHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: � I � � 1 �"G � a COMPLETION DATE: �I � � � � ___ 9. TOTAL COMPENSATION $ / J (� � O �INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LAB R CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ ___ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ � _ _ PAiD BY: L7 CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 5��,��'6 -440 � f•21 �g —��o 56�� 10. DOCUMENT/CONTR.ACT REVIEW �PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APpL�CABLE) ❑ LAW 11. COUNCILAPPROVAL (iF APrLICnsLE) INI IAL / DATE REVIEWED ���.� r COMMITTEE APPROVAL DATE: ;,�-s� '-E�o ��'bCQ INITIAL / DATE APPROV �� -- COUNCIL APPROVAI. DATE: 12. CONTRACT SIGNATURE ROUTING � SENT TO VENDOR/CONTRACTOR DATE SENT: �r t I! l DATE REC'D:��P ____ ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS �I' LAW DEPARTMENT - �47 SIGNATORY (MaYOx ox DI�cTOx) � �] CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED /�'JP �-`i-II �fY1 `2 1� � AG# t�`~ G lp�l pt DATE SENT: 2I 'Ip L 1 i 1 /9 ���y pp CITY HALL "�� ������' ��� 33325 8th Avenue Sc>uth � Feder�l 1Nay, iNA 98003-632a (253) 83�-7f}Ot} wv✓av crt�f€�der�Iw�y ctrtn AMENDMENT NO.1 TO GOODS AND SERVICES AGREEMENT FOR AVAYA PHONE AND INTUITY VOICEMAIL SYSTEMS MAINTENANCE This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Cerium Networks, a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Avaya Phone and Intuity Voicemail Systems Maintenance ("Agreement") dated effective May 1, 2010 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than Apri130, 2012 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2010 . .a � , + �: ,, �r �.:. CITY FiALL ��� 33325 8th Avenue Sauth Federal Way, iNA 98003-6325 (253) 835-7{34fl vs��t.�v etf�fiederaltv�y wm IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Skip riest, ayor DATE: Ceriqm Networks, Inc. B: � Y Printed Name: � i 1. � ; ,�-.`. C..�f Title: � � DATE: � P STATE OF WASHINGTON ) ) ss. COUNTY OF , '�� ) ATTEST: ���� c City Clerk, Carol McNeill , CMC AP OVED AS O FORM: � � City Atto , Patricia A Richardson On this �ay personally appeared before me C� � to me known to be the �I C� �-�r fL�F'r1"� of 1' DV�� that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this � day of � l,< , 20�. v S R/F Notary's signature ���� �gSION� Q Notary's printed name f� � ' �y Notary Public in and for the State of ashington. t� NOTqRY �ir G . � .-.. � v, My commission expires -..� � . p UBLIC AMENDMENT - 2 - 1/2010 RETURN TO: CITY OF FEDERAL WAY LA'W DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: „/� n� o�rYio--���J�1 �c�G�^ �'►o� O 2. ORIGINATING STAFF PERSON: �����' J A cl r t EXT: �- S s� 3. DATE REQ. BY: 3�/ �� 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) � PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT .'E� GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE � CONTRACTAMENDMENT(AG#): ❑ OTHER PROJECTNAME: ��ont- �� U�c...- �"�o�I �yST�c.�.. M�+-��'►Iv+�r+C,� ��-f'e�v�.e,r•� 6. NAME OF CONTRACTOR: C. c/i v, ADDRESS: E-MAIL: SIGNATURE NAME: 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: �� I 51 � D\C7 COMPLETION DATE: ' I 9. TOTAL COMPENSATION $ I��Q�� (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: �C� lr�o\rx�7 __ 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED I1�iITIAL / DATE APPROVED ❑ PROJECT MANAGER _ �DIRECTOR �� [ ❑ RISK MANAGEMENT (� �Pr.ica.BLE) , o L�w �(� ' —c0 - . c.1 -"'i+- ' he,Q.e�w EXT: ❑ SECURITY DOCUMENT (E.G. BOrm xELATED DoCUMErrTS) ❑ RESOLUTION ❑ INTERLOCAL _TELEPHONE FAX: TITLE PAID BY: � CONTRACTOR ❑ CITY I 1. COUNCIL APPROVAL (IF APPLICABLE� COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING O SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUT'HORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ L�W DEPARTMENT o� SIGNATORY �OR DIRECTOR� �,CITY CLERK ❑ ASSIGNED AG# �O ❑ SIGNED COPY RETURNED INITIAL / DATE SIGNED �— (Ul ( � 0.1,�� y ,5 i,� e��n ���5• ta AG# �f � //l�- O`I� � DATE SENT: 71� �� '( , 5'?�' y'� ` s� j , ��. �� � y ' � s�y _ � _ �ts° 11/9 CIfiY ?Df GITY HALL ��\.r �1r ■ f✓!' ��� 33�25 8#h Avenue Snufh • PC) Bax 9798 Federal Way. WA 98�63-9718 {253) $35-7C100 s�nvw city�ffeder:���v��y � arn GOODS AND SERVICES AGREEMENT FOR AVAYA PHONE AND INTUITY VOICEMAIL SYSTEMS MAINTENANCE This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Cerium Networks, a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: CONTRACTOR: CITY OF FEDERAL WAY: William Junkermier, VP Operations City of Federal Way Cerium Networks, Inc. 33325 8�` Ave. S. 11011 E 2" Ave. Suite 10 P.O. Box 9718 Spokane, WA 99202 Federal Way, WA 98063-9718 509 536-8656 (253) 835-2550 (telephone) 509 536-8633 (253) 835-2509 (facsimile) w'unkermier ceriumnetworks.com Mehdi.Sadri cit offederalwa .com The Parties agree as follows: 1. TERM. The initial term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until May 1, 2011 ("Initial Term"). Upon mutual written agreement of the Parties, the Agreement may be extended for additional one-year terms up to four years, but in any event, this Agreement may not extend beyond May 1, 2015 ("Term"). If the agreement has not been extended or terminated by the end of the current term, this agreement shal exte�o a month to month basis until either a new one-year term is negotiated or the contract is terminated pursuant to Section 3 of this Agreement. r� � .,. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Work"), in accordance with and as described in the Contract Documents, which include without limitation, this Agreement, Request for Proposals (RFP), written questions, answers to questions, contractor's proposal, other documents associated with this proposal, and all attached e�ibits, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the City Manager or his or her designee. 2.2 W arranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractar warrants goods are merchantable, are fit for the particular purpose far which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original or remanufactured replacement parts shall be used. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall GOODS AND SERVICES AGREEMENT - 1- 10/16/09 � �LIfiY �Qf � �\.r � �M ��r4! I GITI' HALL ��� 33325 8#h ,4venue 5outh • PG Bax 97� 8 Federa! Way. WA 98063-9718 {2v3} 835-7C1�i0 c�? c�tyaff�er��t�v<�y^ cort� begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but tbe making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. 2.4 Clean Un. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perforxn the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement at any time with reasonable cause. Either party may terminate this agreement without cause at the end of each one-year term, by providing the other party sixty (60) days written notice at its address set forth on the signature block of this Agreement. Either party may terminate this agreement without cause by providing twenty (20) days written notice if this Agreement is in a month-to-month term as outlined in Section 1. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. Maintenance invoices will be rendered to the City of Federal Way on a monthly basis and payment is due before the first day of the coverage period. Purchases of goods, time and materials, or contracted installation / professional services will be billed on a monthly basis, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a fmal bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. Undisputed invoices not paid on time will be considered delinquent and late fees will apply equal to the greater of $25.00 or 1% of the delinquent amount per month. 4.3 Defective or Unauthorized Work. If any goods, materials, or services (including maintenance services) provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. If Contractor is unable, for any reason, to complete any part of this Agreement, at each site, and for each month, that the SLA Coverage Levels as defined in Exhibit "A" were not met, this will be considered cause far termination under Section 3, and Contractar will provide a credit to the City in the amount of fifty percent (50%) of the month's Maintenance Coverage charge far the affected site. These SLA Credits will be credited in the month following the reporting period. GOODS AND SERVICES AGREEMENT - 2- 10/16/09 . ;�r � .. �� w. �.. �r crr� �a�� � ; �■�.+'� 33�25 8th tl�renue Soufh • Pfl Box 9718 � ;% Federal V1tay, WA 98�6�-9718 (253)835-70�� s�s�sv cltyoFfecfer�����<�y= �: on� 4.4 Non-Performance. In the event of non-performance on the part of the Contractor (i.e., failure and/ar inability to meet agreed upon deadlines or specifications as outlined herein), consequential damages will be claimed by the City. The City may terminate this agreement and be relieved of the payment of any consideration to the Contractor should the Contractor fail to perform as required by this agreement. In the event of such termination the City of Federal Way may proceed with the work in any manner deemed proper by the City. The cost to the City of Federal Way shall be deducted from any sum due the Contractor under this agreement. 4.5 Non-A�ropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Wark or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.6 Final Payment: Waiver of Claims. Contractor's acceptance of fmal payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 Citv Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. GOODS AND SERVICES AGREEMENT - 3- 10/16/09 c�r�r o� �``�- ! �k.r ���"'� � ci� �a,�� � 33325 8th Avenue South - PO Box 9778 Federaf Way, WR 98063-9718 (253j 835-7Q(3D €<navt± ctf}!o� fec�era,ht�y^: cartr 6. INSURANCE. The Contractor agrees to carry insurance far liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors, as provided in Exhibit "C", attached hereto and incorporated by this reference, for the duration of the Agreement and thereafter with respect to any event occurring priar to such expiration or termination. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Inde�endence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safetv. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal; state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other GOODS AND SERVICES AGREEMENT - 4- 10/16/09 . .r. + s� � ' .r �r err� �,��� ��� 33325 8th Avenue Soufh • PO Bax 9718 Fed�raP Way, WA 98063-9718 (�53}835-7Q00 cs�^�: cit�+offecierr�hvai� corn insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subj ect to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractar agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EOUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 132 Assi�nment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non- assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into far the sole protection and benefit of the Parties hereto. No other person ar entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 133 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Ageement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance GOODS AND SERVICES AGREEMENT - 5- 10/16/09 CITY OP �'�.r � �r ��' CITY HA�L � 333�5 8th AVenus 5outh • P{7 Bax 9718 Federal Way, WA 98U63-9718 {253) 835-7C1D0 a<.�vav c�tyOffeder�P�v��Y com is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach ar default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 6- 10/16/09 . .�, � w � � � +�r. � v ��_ cirY ��;�� ��� 33�25 8th Avenus 5nufh • PO Box 9798 � Federa! Way. WA 98063-9718 (253} 836-7QCi(l �tigvw rrtyoffeder��hv�y corF� IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Brian Wilso ity Manager DATE: ��S�aJlJ CERIUM NETWORKS, Inc. I s By: Willia nkermier, VP Operations �aTE: 3'3 o t c� STATE OF WASHINGTON ) ) ss. COUNTY OF + I�-'� ATTEST: C City Clerk, Carol Mc eilly, C APPR UED AS TO ORM: By: City ttorn atncia A Richard on O this day personally appeared before me ��1�4C'e/lii,�-��►.��1P..�'to me known to be the ����5 of �? _c.�qrl�S that executed the foregoing instrum��and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this `?� day of rn(� � 20aQ Notary's signature r � � .� S• R�E/V Notary's printed name S� � �- t<`, Notary Publi in and for the State of Washington. �,. NnT�RY 9 � G My commission expires o� I�' l O pUBL1C �? 15. GOODS AND SERVICES AGREEMENT - 7- 10/16/09 � �F�d�r�l CITY HALL �!'l��� ����� ��� �V��,�� ���� . �� BoX ��� � �ederal Way, WA 98�63-9718 {�53} 835-7�C30 sv��r�� ert�otf�erahvzry corTr EXffiBIT "A" SERVICES Background The City currently owns and operates an Avaya 58700 Dual Communication Servers (version G3V12) and an Avaya LX Intuity Voice Mail System at City Hall and an EPN at Federal Way Community Center, and VoIP phones at remote sites. Detailed system specifications are described and included in Exhibit "D". Scope of work The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described below and incorporated by this reference ("Services"), in accordance with and as described in the Contract Documents, which include without limitation, this Agreement, Request for Proposals (RFP), written questions, answers to questions, contractor's proposal, other documents associated with this proposal, and all attached exhibits, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the City Manager or his or her designee. General Services The Contractor shall monitor and report alarms related to City's phone and voice mail systems 24x7, The Contractor shall respond, repair, replace and maintain all related equipment in good working condition 8 AM to 5 PM, Monday through Friday except for holidays. The Contractor shall provide emergency telephone numbers where emergency service can be obtained twenty-four hours per day, seven days per week. The Contractor must provide priority response for all services covered under the contract for ongoing maintenance as described in response to request for RFP, Exhibit "E" Preventive Maintenance The Contractor shall perform preventative maintenance once per year and as deemed necessary by the City and Contractor including but not limited to replacement of hardware and installing necessary system patched and fixes. Preventive Maintenance work shall be scheduled between the contractor and the City in advanced and performed during the off hours when/if a complete system shutdown is required. The Contractor shall notify the City of the critical system patches or software releases as they become available and/or are recommended by Avaya and plan and perform system upgrade as part of normal system maintenance. The City shall be given a minimum of 48 hours notice in advance of all non-critical maintenance activities. GOODS AND SERVICES AGREEMENT - 8- 10/16/09 CITY OF Fe��r�! W�� ���TT ccB» COMPENSATI4N c�-nr ��. 33325 8th Avenue South • PO Box 9718 Federat Way. WA 98063-9718 (253j 835-7000 evww.a(yoflederahvay.oan Total Compensation: rn return for the StandArd Services, the City shall pay the Contractor an amounE nat to exceed Ten thousand eight hundred twenty nine and 76/lOQ Dollars ($ I0,829.76 annuaily) plus taxes, calculated based on �umber of Ports (currendy 688 ports) And $1.2Q per port and l�Iessaging Support f$7f:.88 per month. Optional renewal years are calculated in the same way and at same price Labar Rates for optional andJor additionul (non-contract) services; Remote Services Mon. — Fri. 8am — Spm $13SA0/iiaur. On-site Services �l�%n. - Fri. Sam — 5pm $155.00/fiour. After hour Rates are I S a Rate Optionalladditional services shail be pre-�pproved in svriting by the City and billed separately. The total amoant the City shali pay the coiitractar for fihe Wor1c, inciuding Standard Services and the optionalfadditional services shall be an amount nut to exceed Fifteen Thousand and OQi1� Dotlars ($I5,000.00) annually. GOODS AND SERVICES AGREEMENT - 9- 10/16f09 CITIf t3f � i \rr � � �� I EXHIBIT "C" CITY HALL ;� f�� 3332b 8th ,4venue 5z�uth • PCr Bax 9?� & '/ �/ Pederai Way. WA 98p63-9718 {253} 835-7t�0� awcy^�u crfyoffec�er�tl4t��^ corrt INSURANCE 1. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 2. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 3. The City shall be named as additional insured on all such insurance policies, with the exception of any professional liability insurance and any workers' compensation coverage(s) if Contractor participates in a state- run workers' compensation program. Contractor shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage and, at City's request, furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the Term of this Agreement, except after thirty (30) days prior written notice to the City. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Ageement is actually terminated or upon project completion and acceptance by the City. GOODS AND SERVICES AGREEMENT - 10 - 10/16/09 ACORD CERTIFICATE OF LIABILITY INSURANCE o 3/16/2010 ' PRODUCER (509)325-3024 FAX (509)325-1803 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Moloney, 0'Neill , Corkery & 7ones, Inc. ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 818 W Riverside, #800 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Spokane, WA 99201 INSURERS AFFORDING COVERAGE NAIC # INSURED Cerium Networks Inc INSURERA: GI'edt Northern Insurance Co 20303 1011 E 2nd Ave, Suite 10 wsuReRS: Federal Insurance Company 20281 Spokane, WA 99ZOZ INSURERC: INSURER D: INSURER E: RA E THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTW ITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' rypE OF INSURANCE POLICY NUMBER P�LICY EFFECTIVE POLICY EXPIRATION LIMITS ceNer�n� unsiun' 35836135 05/15/2009 �5�15�2�1� �CH OCCURRENCE $ 1� ��� � �Q X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 1� OOO � OO CLAIMS MADE � OCCUR MED EXP (My one person) $ ],Q j �Q A PERSONAL 8 ADV INJURY $ 1� OOO � OO GENERAL AGGREGATE $ 2� OOO � OO GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2� OOO � OO POLICY PR � LOC JECT AUTOMOBILELIABILITY 73535783 05/15/2009 05/15/2010 COMBINEDSINGLELIMIT $ X ANY AUTO (Ea accident) 1� oo� � 00 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) A X HIRED AUTOS BODILY INJURY (Per accident) $ ' X NON-OWNEDAUTOS PROPERTY DAMAGE $ (Per accidenq � . . . GARAGE LIABILITY � � � - AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN � ACC $ AUTO ONLY: qGG $ EXCESSNMBRELLA LIABILITY 79848003 05/15/2009 05/15/2010 EACH OCCURRENCE $ 5� Q�0 � �� X OCCUR � CLAIMS MADE AGGREGATE $ S� OOO � OO B $ DEDUCTIBLE $ RETENTION $ $ ��XXX: 35836135 05/15/2009 05/15/2010 WCSTATU- OTH- EMPLOYERS' LIABILITY y�q S� Qp ��� E.L EACH ACCIDENT $ 1� UCIU � OO A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYE $ 1� OOO � OO If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 1� OOO � OO OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECUIL PROVISIONS vidence of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL C7 ty of Federal Way lO DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn • Mehdi Sadri BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY PO BOX 971H OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Federal Way, WA 98063-9718 AUTHORIZED REPRESENTATIVE � I�i ke Mol onevNAR � ACORD 25 (2001108) OOACORD CORPORATION 1988 . ,r, � r. w s EXHIBIT "D", SYSTEM CONFIGURATION Voice System name: ch - SYSTEM CONFIGURATION GITY HALL 3�32� Sth AVenus �outh • PO Box 97'18 Fe�l�ral Way,1NA 98�63-97 i 8 (253}835-7�0� �=n�vv cifyoffQdert��vay carn Board Assigned Ports Number Board Type Code Vintage u=unassigned t=tti p=psa O1A01 EXPANSION INTRFC TN570B 000006 O1A02 IP MEDIA PROCESSOR TN2302AP HW19 FW077 Ol 02 03 04 OS 06 07 08 O1A03 CONTROL-LAN O1A04 DIGITAL LINE O1A05 DIGITAL LINE TN799DP HWO1 FWO11 u u u u u u u u u u u u u u u u 17 TN2224CP HWOS FW014 O1 02 03 04 OS 06 07 08 09p 11 12 13 14 15 16 17 18 19 20 21 22 23 24 TN2224CP HWOS FW014 Ol 02 03 04 p 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 SYSTEM CONFIGURATION Board Assigned Ports Number Board Type Code Vintage u=unassigned t=tti p=psa O1A06 DIGITAL LINE TN2224CP HWOS FW014 Ol 02 03 04 OS 06 07 08 09 10 11 12 13 14 p p 17 18 19 20 21 22 23 24 O1A08 CONTROL-LAN TN799C 000006 u u u u u u u u u u u u u u u u 17 O1A09 VAL-ANNOUNCEMENT TN2501AP HW02 FW007 O1 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 u SYSTEM CONFIGURATION Board Assigned Ports Number Board Type Code Vintage u=unassigned t=tti p=psa O1A10 DS1 INTERFACE TN464F 000014 O1 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 u u u u u u u u OlAll ANALOG LINE TN793B 000013 p 02 p 04 OS 06 07 08 0910pp1314p16 1718 pPP 22 PP O1Al2 DIGITAL LINE TN2224CP HWOS FW014 O1 02 03 04 OS 06 07 08 09 10 ll 12 13 14 15 16 p18192021pp24 O1A13 DIGITAL LINE TN2224CP HWOS FW014 O1 02 03 04 OS 06 07 08 09 10 p 12 13 14 15 16 17 18 19 20 21 22 23 24 GOODS AND SERVICES AGREEMENT - 13 - 10/ 16/09 . � � .► �r + EXHIBIT "D", SYSTEM CONFIGURATION c:i� ��at� 33325 8#h Avenue South • PO Box 9798 Federal UVay, WA 98063-9718 (2v3} 835-7t1D� s�an�vu r_ityoft`�er��hv��r�° corrr SYSTEM CONFIGURATION Board Assigned Ports Number Board Type Code Vintage u=unassigned t=tti p=psa O1A14 DIGITAL LINE TN2224CP HWOS FW014 O1 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 p 17 18 19 20 21 22 23 24 O1A15 DIGITAL LINE TN2224CP HWOS FW014 O1 02 03 04 OS 06 07 08 09 10 p 12 13 14 15 16 171819p p 2223p O1A16 TIE TRUNK TN760C 000004 O1 02 03 04 O1A17 CO TRUNK TN747B 000011 O1 02 03 04 OS u u u O1B01 TONE DETECTOR TN748C 000005 O1 02 03 OS 06 07 O1B04 DIGITAL LINE TN2181 000007 O1 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 16 O1B06 ANALOG LINE TN746B 000003 O1 02 03 04 OS p p 08 P P P P P P P 16 SYSTEM CONFIGURATION Board Assigned Ports Number Board Type Code Vintage u=unassigned t=tti p=psa O1B08 ANALOG LINE TN746B 000003 O1 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 16 O1B10 TONE DETECTOR TN748C 000005 O1 02 03 OS 06 07 O1B11 CALL CLASSIFIER TN744D 000001 O1 02 03 04 OS 06 07 08 O1B12 DIGITAL LINE TN754C 000004 O1 p p p p p p p O1B14 DIOD/CO TRUNK TN429C 000001 u u u u u u u u O1B16 TIE TRUNK TN760C 000004 O1 02 03 u O1C01 TONE DETECTOR TN748C 000005 Ol 02 03 OS 06 07 O1CO3 DIGITAL LINE TN2181 000007 Ol 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 16 O1C04 ANALOG LINE TN746B 000010 O1 02 03 p OS p 07 08 09 10 p 12 13 14 15 p SYSTEM CONFIGURATION Board Assigned Ports Number Board Type Code Vintage u=unassigned t=tti p=psa O1C09 DSIINTERFACE TN464F 000016 u u u u u u u u u u u u u u u u u u u u u u u 24 u u u u u u u u O1C10 IP MEDIA PROCESSOR TN2302AP HW20 FW077 O1 02 03 04 05 06 07 08 O1C12 O1C16 O1D03 O1D04 DIGITAL LINE TN2224B 000003 O1 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 AUXILIARY TRUNK TN763C 000002 O1 u u u DIGITAL LINE TN2181 000007 O1 p 03 p OS p 07 08 09 p 11 12 p 14 15 16 DIGITAL LINE TN2181 000007 O1 p 03 p OS 06 p p 09 10 11 12 13p 15p GOODS AND SERVICES AGREEMENT - 14 - 10/16/09 . w� � wr � �r ar EXHIBIT "D", SYSTEM CONFIGURATION CITY NALL 33325 8th Avenus �uth • PC7 Box 9718 Federa[ Way, UVA 98�63-�718 (253) 835-70�1� �<nvt�� cityo�T�ctertit�vay cort� SYSTEM CONFIGURATION Board Assigned Ports Number Board Type Code Vintage u=unassigned t=tti p=psa O1D07 DS1 INTERFACE TN464F 000016 Ol 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 u u u u u u u u O1D11 DIGITAL LINE TN2224 000007 O1 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 O1D15 DIGITAL LINE TN2224CP HWOS FW014 O1 02 03 04 OS 06 07 08 09 10 11 12 p 14 p 16 17 18 19 20 21 22 23 p O1D16 DIGITAL LINE TN2224CP HWOS FW014 O1 02 03 04 OS 06 07 08 09 10 11 12 13 14 15p 17 18 19 20 21 22 23p 02A01 EXPANSION INTRFC TN570B 000008 SYSTEM CONFIGURATION Board Number Board Type 02A03 DIGITAL LINE 02A04 DIGITAL LINE 02A05 DIGITAL LINE 02Al2 ANALOG LINE Assigned Ports Code Vintage u=unassigned t=tti p=psa TN2181 000007 O1 02 03 04 OS 06 07 08 09 10 11 12 13 14 15 16 TN2181 000005 O1 02 03 04 OS p 07 08 pppp 131415p TN2181 000007 Ol 02 p p p p p p P P P A P P P P TN746B 000010 O1 02 03 p p p p p P P P P P P P P OlA MAINTENANCE TN775D 000003 u u OlA IP SERVER INTFC TN2312BP HW07 FW009 O1 02 03 04 OS 06 07 08 02A MAINTENANCE TN775C 000001 u u 02A TONE/CLOCK TN2182B 000001 O1 02 03 04 OS 06 07 08 GOODS AND SERVICES AGREEMENT - 15 - 10/16/09 . rr, � ,r► � r •.<s, �r ,rr EXHIBIT "D" System Capacity Voice System name: ch - SYSTEM CAPACITY Current System Memory Configuration: G3xV12 System Used Available Limit ----------------------- AAR/ARS AAR/ARS Patterns: 15 984 999 Inserted Digit Strings: 3 2997 3000 ABBREVIATED DIALING (AD) AD Entries Per System: 2575 247425 250000 AD Personal Lists Per System: 489 9511 10000 ADJUNCT SWITCH APPLICATION INTERFACE (ASAI) Active Controlling Associations: 0 6000 6000 Notification Requests: 0 10000 10000 Simultaneous Active Adjunct Controlled Calls: 0 8000 8000 SYSTEM CAPACITY System Used Available Limit ATTENDANT SERVICE Attendant Positions: 1 27 28 Queue Length: 0 300 300 Queue/Call Status Buttons: 0 15643 15928+ Authorization Codes: 0 90000 90000 BASIC CALL MANAGEMENT SYSTEM (BCMS) BCMS Measured Agents: 0 2000 2000 BCMS Measured ACD Members: 0 40000 40000 BCMS Measured Splits/Skills: 0 600 600 BCMS Measured VDNs: 0 512 512 '+' Limit combined with Facility Busy Indicators SYSTEM CAPACITY System Used Available Limit CALL COVERAGE Coverage Answer Groups: 2 998 1000 Coverage Paths: 33 9966 9999 Call Pickup Groups: 27 4973 5000 Call Records: - - 15424 CALL VECTORING/CALL PROMPTING Total Vector Directory Numbers: 0 20000 Meet-me Conference VDNs per system: 0 Total Vectors Per System: 0 999 999 Meet-me Conference vectors per system: 0 BSR Application-Location Pairs Per System: Background BSR Poll VDNs: 0 5 5 20000 1800 1800 999 999 0 2560 2560 CITY HALL 33325 Sth Avenue Soufh • PU Box 9718 �ederai Way, WA 98a63-9718 {253} $35-7f�4D �<rlvuv c�ty^offec�eraht�y corrr GOODS AND SERVICES AGREEMENT - 16 - 10/16/09 � � � � � � r cir� �aL� �iA 33325 8th A�renus South • P� Box 9718 � Fed�ral Way. 4VA 98+J6�-9718 (253} $35-70t3D s�vw crtyoffPCierz�ha���y cor�� EXHIBIT "D", SYSTEM CAPACITY SYSTEM CAPACITY System Used Available Limit ----------------------- DATA PARAMETERS Administered Connections: 0 128 128 Alphanumeric Dialing Entries: 0 1250 1250 DIAL PLAN Extensions: 655 49078 49733 Miscellaneous Extensions: 28 26230 26258 UDP Extension Records: 104 79896 80000 Digital Data Endpoints: 2 7498 7500 Expansion Port Networks: 2 62 64 Facility Busy Indicators: 285 15643 15928+ '+' Limit combined with Queue/Call Status Buttons SYSTEM CAPACITY System Used Available Limit HUNT GROUPS, SPLITS, OR SKILLS Groups/Splits/Skills: 6 1994 2000 Administered Logical Agents: 0 20000 20000 Administered Logical Agent-Skill Pairs: 0 180000 Logged-In ACD Agents: 0 5200 5200 Logged-In Advocate Agents: 0 5200 5200 Logged-In IP Softphone Agents: 0 1817 1817 Group Members Per System: 18 59982 60000 CMS Measured ACD Members: 0 60000 60000 Queue Slots Per System: 12 24988 25000 Queue/Call Status Buttons: 0 15643 15928+ Intercom Groups Per System: 0 256 256 Modem Pool Groups Per System: 0 63 63 Personal CO Line (PCOL) Trunk Groups: 0 200 '+' Limit combined with Facility Busy Indicators SYSTEM CAPACITY System Used Available Limit 180000 200 Recorded Announcement Analog Queue Slots: 0 1000 1000 TN2501 VAL Boards: 1 0* 1 G700 VAL Sources: 0 20 20 TEMPORARY SIGNALING CONNECTIONS (TSC) Administered T5Cs: 4 124 128 NCA-TSC Calls: 2 254 256 '*' Available VAL Boards limited by other inserted integ type annc boards GOODS AND SERVICES AGREEMENT - 17 - 10/16/09 . w. � r� ��, ••.��, �r � EXHIBIT "D", SYSTEM CAPACITY SYSTEM CAPACITY System Used Available Limit TRUNKS DS1 Circuit Packs: 3 397 400 DS1 With Echo Cancellation: 0 400 400 ICHT For ISDN Trunks: 0 576 576 ISDN CBC Service Selection Trunks: 0 200 200 Trunk Groups: 5 1995 2000 Trunk Ports: 59 7941 8000 H.323 Trunks (included in'Trunk ports'): 0 8000 8000 Remote Office Trunks (included in 'Trunk ports'): 0 0 SBS Trunks (included in 'Trunk ports'): 0 1000 1000 SIP Trunks (included in'Trunk ports'): 0 0 0 SYSTEM CAPACITY System Used Available Limit ---------------------- VOICE TERMINALS Station Button Memory (units): 1 % Station Records: 629 35371 36000 Stations (includes BRI stations): 629 Stations With Port: 410 Stations Without Port: 219 Other Stations: 0 - - TTI Ports: 92 - - 99 % 17496000 Auto Moves Stations: 0 5000 5000 Administered IP SoftPhones: 0 - ISDN BRI Endpoint And Trunk Ports: 0 7000 7000 SYSTEM CAPACITY TOTAL SUBSCRIBED PORTS System Used Available Limit Station and Trunk Ports: SBS Stations: 0 500 Radio Controllers: 0 Wireless Terminals: 0 XMOBILE Stations: 0 EC500: 0 DECT: 0 PHS: 0 688 1317 2005 500 0 0 0 0 0 0 Off-PBX Telephone - EC500: 5 0 5 Off-PBX Telephone - OPS: 0 0 0 Off-PBX Telephone - SCCAN: 0 0 0 Off-PBX Telephone Memory (units): 0% 100% 450000 GOODS AND SERVICES AGREEMENT - 18 - i GITY HALL 33325 8fh AVenUe Sbuth • PC7 BQX 971$ Fetleral Way, WA 98C163-9718 (253�835-7��D �n�w cityoffeciereah�.Y. corn 10/ 16/09 . ;�r � ,�► �rr aA � EXHIBIT "D", SYSTEM CAPACITY SYSTEM CAPACITY CONCURRENT REGISTRATION COUNTS Currently System Registered Available Limit IP Stations: 29 1788 1817 IP Attendant Consoles: 0 0 0 Remote Office Stations: 0 0 0 CURRENT REGISTRATION COUNTS BY PRODUCT ID System System ID Rel Regist. Avail. Limit ID Rel Regist. Avail. Limit IP API A . 0 4 4 . IP API B . 0 10 10 . IP Phone : 24 1823 1847 . IP ROMax : 0 1000 1000 . IP Soft . 0 5 5 . IP Soft : 5: 0 4 4 . SYSTEM CAPACITY CURRENT SYSTEM INFORMATION Software Load: R012x.00.1.221.1 Memory Configuration: G3xV12 Offer Category: A LAST TRANSLATION LOADED INFORMATION Software Load: R012x.00.1.221.1 Memory Con�guration: G3x(large) Offer Category: A CITY HALL 33325 8th �,�enue South • PO Box 9718 FederalV�lay,VVA 98�63-9718 {253) 835-7�0� sv�!�1u cityofiecier��i4vay corn GOODS AND SERVICES AGREEMENT - 19 - 10/16/09 CIT'Y QF a� � .� � � EXHIBIT "E" Response to RFP CITY HALL 33325 8th Avenus �outh - PO Box 9718 Fe�eral Way, WA 98063-9718 (253} $35-70�0 �<iv��,v crfyaff�erz�h�vaY corn GOODS AND SERVICES AGREEMENT - 20 - 10/16/09 CiTr 4F Federal V11�� �: `� Cerium Networks � wwnows roe vac�. o�r� �so viow corruM�c�rw�c Correspondence Purpose / Confidentiality In Response To: Prepared For: Prepared by: Phone/Voice Mail Systems Maintenance RFP City of Federal Way Phyllis Jordan 21222 30th Drive S.E. Suite130 Bothell, WA 98021 206.826.7509 pjordan@ceriumnetworks.com • Authorized by: Roger Junkermier 1011 E. 2na Ave. Suite 10 Spokane, WA 99202 509.536.8656 ri unkermier@,ceriumnetworks.com I Submitted On: � January 7, 2010 Response to RFP I January 7, 2010 I P a g e 1 � ��u� r� � � ; : , .> �' a� � �_. � Cerium Networks'°' SOLUTIOXS GOII VOICE. DAT� AMO VIDEO fOMMYMICIIlIONS � CONTENTS Executive ........................................................................................................................................................................ 3 1. Information to Contractors ..................................................................................................................................................... 4 2. Contractor Information and Qualifications ............................................................................................................................ 6 3 . Form and Content of Proposals .............................................................................................................................................12 4. RFP and Proposal Terms and Conditions ..............................................................................................................................15 5. Draft of Proposed Goods and Services Contract ..............................................................................................................17 6 . Scope of Agreement ..............................................................................................................................................................18 7 . Costs .........................................................................................................................................................................................21 Attachments ...................................................................................................................................................................................22 � � Response to RFP � January 7, 2010 � P a g e 2 , �� _ �: ,� , �ue���'`'�. � �. � �. �, Cerium Netvvorks" SOlUfIONf F011 VOIGE, D�Tl1 �MD VIDEO COMMVNIC�TIOMS # EXECUTIVE SUMMARY When dealing with the new and changing technology landscape, it is the support you receive that often has the most value. Technical support and maintenance services are vital to the health of your organization. Our responsive and experienced performance will provide you peace of mind knowing the health of your systems is maintained. In the Northwest, Cerium Network's support reputation has lead to many successful long term customer relationships. Our implementation and support teams have worked with many customers for years to assist them in meeting critical communications needs. Cerium has become a trusted solution provider, providing these organizations their core communication solutions for voice and data. Energy Northwest, Richland School District, Snohomish School District, Toppenish School District, Moses Lake School District, Colville SD, Gonzaga University, Walla Walla University, Columbia Basin College, the City of Fife and Spokane, the Port of Tacoma, Spokane, San Juan, Clark, and Benton Counties, the State of Washington and many others continue to count on our integration and support services to help them advance their organizations. The manufacturer, our business partner Avaya Communications, has the advantage of the largest support organization in the industry. From application specialists, to design engineers, to field technicians, to remote support staff in the Denver Technical Response Center, all are trained to support all of Avaya's product lines. For The City of Federal Way this means that no matter what the support issue is, you can be confident that the service you will receive from the manufacturer will be experienced and responsive. � Avaya recently certified Cerium as one of its initial partners to become Service Delivery Specialized (SDS). This certification recognizes those partners that have demonstrated excellence in the delivery of integrated communication solutions; have invested in and are delivering responsive on-going support; and have developed technical skill set within its organization that not only includes Avaya's technology but other recognized leading manufacturers in the industry. There are total of (5) partners that carry both the implementation and support specialization in the country. What differentiates Cerium from the rest of these partners that carry this designation is all of Cerium's technical resources are employees and reside in the Northwest. By providing this type of unique service and support we have been successful in building a financially sound solution provider company. We encourage The City of Federal Way to discuss Cerium Network's and Avaya Communication's level of commitment with any of our customers. We are proposing a support solution that includes the most experienced and comprehensive support organization in the Northwest — Cerium Networks. These elements clearly provide The City of Federal Way the greatest overall value when evaluating your communications support needs. Thank you for your consideration; we will work tirelessly to earn and keep your business. � Response to RFP I January 7, 2010 I P a g e 3 . ���� � � �. �: �erlum Networks" SOLUTIOMS i011 V01<E. D�l� 11NG VIDEO COYMYMICIITIONS �� INFORMATION TO CONTRACTORS 1.1 Project Identification T'his Request for Proposal (RFP) encompasses the on-going maintenance and support for the City of Federal Way's Telephone & Voice Mail systems. The City of Federal Way (hereinafter referred to as the "City") invites all qualified vendors to submit a proposal. The City currently owns and operates an Avaya S8700 Dual Communication Servers (version G3V 12) and an Avaya LX Intuity Voice Mail System at City Hall and an EPN at Federal Way Community Center, and VoIP phones at remote sites. Detailed system specifications are attached. This RFP contains information and instructions to enable interested vendors to prepare and submit proposals and accompanying material. This document also outlines major terms, conditions, and responsibilities the Vendor must accept as part of the contract. Cerium Networks understands and complies. � 1.2 Issuing Department City of Federal Way Information Technology 33325 8�' Ave. South PO Box 9718 Federal Way, Washington 98003 1.3 Contact Information It is the responsibility of the bidder to read and understand all parts of the bid. All communications regarding this RFP from vendors and other sources must be directed through the following RFP coordinator: Brian Pearson Information Technology Department City of Federal Way 33325 8`�' Ave. South Federal Way, Washington 98003 Phone: 253-835-2552 Fax: 253-835-2509 Email: Brian.Pearson(a�Cityoffederalwa, .y com Cerium Networks understands and complies. � 1.4 Instructions to Vendors Submitting Proposals 1.4.1 Submittal Of Proposal Mailed or hand delivered, sealed RFP responses must be delivered to the Federal Way City Clerk's O�ce, located on the second floor of Federal Way City Hall, at 33325 8`�' Ave. south (PO BOX 9718), Federal Way, Washington 98003. Three full copies of the vendor's sealed response must be submitted. Incomplete responses or responses that do not meet the criteria defined in this RFP will be considered non-responsive, and will not be evaluated. No fa�ces or Response to RFP � January 7, 2010 I P a g e 4 � . ���� � � � � �� � � ��� �� � �, �erlum Networks�' SOlUT10Mf FOII VOICE. D�T� ANO VIOFO tOMMUNIC�TIONf telephone proposals will be accepted. All responses to this RFP must be received by the City Clerk's Oftice no later than 3:00 PM on Thursday January 7, 2010. Vendor price quotations must remain valid far a period of 90 days from the RFP due date. Cerium Networks understands and complies. 1.4.2 Identification Proposal(s) must be submitted in a sealed envelope entitled Information Technology PBX Maintenance RFP Response. The envelope must also bear the vendor's name and address in the upper left hand corner. i � 1.5 1.6 Cerium Networks understands and complies. Important Dates • Request for Proposal Released: December 18, 2009 • Proposals Due: 3:00 PM, January 7, 2010 • Notify vendor chosen: January 15, 2010 Cerium Networks understands and complies. Terminology The term "RFP" refers to this Request for Proposal document, along with any attachments. The terms "Project," "Service Contract," "Solicitation," and "AgreemenY' refer to the project described in this RFP and for which proposals are being solicited. For the purpose of this RFP, the terms "contractor," "vendor," and "respondenY' are used interchangeably. Any statement in this document that contains the word "must" or the word "shall" requires mandatory compliance. Failure of the contractor to meet this compliance may be cause for rejection of the proposal or cancellation of the contract. Technical terms used in this RFP are intended to follow industry conventions. Respondents should request clarification of terms wherever there is uncertainty as to the exact meaning. Cerium Networks understands and compiies. Response to RFP � January 7, 2010 I P a g e 5 �r� ,� � � � � � �'� �. �, �erlum Networks"' SOLUTIOMf F011 VOICE, D�Tl1 I1MD VIDEO COMNUNIC�TIOMf �. CONTRACTOR INFORMATION AND QUALIFICATIONS 2.1 Vendo� Contact Information The respondent must provide at least the name, office address, telephone number, and e-mail address for each of the parties below. T'he respondent should also provide fax numbers where possible. 2.1.1 Legal Authority Company principal, corporate officer or other individual with the authority to legally bind the Contractor Roger Junkermier, President Cerium Networks 1011 E 2" Ave., Suite 10 Spokane, WA 99202 509-536-8656 Phone 509-536-8633 Fax rjunkerm ier@ceriumnetworks. com 2.1.2 Account Executive Executive that will be responsible for managing the business relationship between the respondent and the City. � Phyllis Jordan, Account Executive Cerium Networks 21222 30 Dr. SE Bothell, WA 98021 206-826-7509 Phone 425-415-6289 Fax pjordan@ceriumnetworks.com 2.1.3 Services Manager Person responsible for the performance of the technical staff Grant Rice, VP Technology Cerium Networks 1011 E 2 Ave., Suite 10 Spokane, WA 99202 509-536-8649 Phone 509-536-8633 Fax g rice@ce ri u m n etworks. com � Response to RFP I January 7, 2010 I P a g e 6 , �� '"����I � i � �� �� �4 � s�.� , .� � r�u��,,,s�=° � «e � � �.,.�; Cerlum Networks°' SOIYTIOMS f011 VOICE. DAT11 �MO VIOFO fOMMYMICATIOMf �� 2.2 Vendor Background Information Provide the following information: a. Parent Company (if applicable): Cerium Networks has no parent company, holding company, or other corporate affiliation. b. Name and title of top local executive (nearest office to the City of Federal Way): Steve Fisher, VP of Sales, 21222 30' Dr. SE, Bothell, WA 98021 c. Organizational Type/Structure: Cerium Networks has no parent company, holding company, or other corporate affiliation. d. State of incorporation: Washington e. Federal Identification Number: 91-2059896 f. Vendor Experience: � 1. Years company in business in Washington State: 10 2. Years firm has represented the equipment manufacturer: 10 3. Number of systems supported by the proposing office, same model: 20 4. Other products/manufacturers represented: Cisco, Tandberg, Ironport, MiCrosoft 5. Additional background information (optional): Cerium began its operations in October of 2000 with eight associates and two offices. Today, our company employs over 80 professionals with offices in Bothell, Portland, Kennewick, Spokane, Boise, Missoula and Billings. Our resources are local to The City of Federal Way. Our Bothell office employs Avaya Certified Associates (ACA) and Specialists (ACS) in IP Telephony design, implementation and support, senior engineering resources, and certified project managers. Cerium Nefinrorks is recognized as a leading integrator of advanced communication solutions. Customers and the leading communication technology manufacturers recognize Cerium's abilities and commitment to excellence. The value of integrated services and support that we provide to our customers is the reason we have established strong relationships with major businesses, government organizations and both higher education and public school districts throughout the Northwest. No other respondent to your RFP will have the manufacturer certifications and strategic alliances that Cerium Networks has. The following represents the number and type of industry certifications currently held 6y the company's technology professionals: i Response to RFP I January 7, 2010 I P a g e 7 . � � � � � �. �. .� � �� Cerium Networks" SOlUT10Nf f011 VOICE. DATA AMO VIUFO COMMUMIC�lIONS � . . .... ...._...._ _ �_ . . ...___._ .. .._..._..._._ _ .._.. . _ ... .........._ . .. .... ...... _� f Avaya Certified Associate (ACA): 25 Certifications ; , ____.. __..�__._ _____._._ __ _._._ _ _ ___ ��_ ._ _ � � __. __ __ _ ______ _ .._� ,.. � Avaya Certified Specialist (ACS): 22 Certifications _._........... __. ................_......._._................_.............................__-___._...__..---- _..� ........... . . .__.�_._._... . . p ( ) _.............._..............._...._...................................._..............................._......._...._ _ � _ .............._....----..__..........................__._.._...._....._............ Ava a Certified Ex ert ACE : 5 Certifications � ; _ ..............................................................................__.................................._.._....................._.........._........................................................;....................................................................................................................................................................... Cisco Certified Nefinrork/Design Associate (CCNA/CCDA): 12 Certifications � _... __. . _ . _. . �......� .......................................................__._.._.___............................._.._...... ......�..._.��_ ____�._�._...._..._._. __......................_.............._. �... ......._............................_............ ... ......_..........................................................................................: ` Cisco Certified Network/Design Professional (CCNP/CCDP): ; 4 Certifications ! __.._._.._._..._..._.__... _____�.._..._._----_�_._..__.�.___.___._____�.........�....�_.�_.:�_..�___............__...__ ....................................._..._._�__...---._-----.___..__.._..._..� Cisco Certified Internetwork Expert (CCIE): 3 Certifications ___.._..____....__�_.....__ ................_.__.......................__ _________......_......................................................................................................_............._..........................__..__.�:..__._. _._. ......................_...._....__......�.............��................_...__ __....._.__.�.__._._.:__........._.a Microsoft Certified Professional (MCP) 6 Certifications ! ---_..___...____ _ __..___..____..__....__..__.__ __._._.__.._._�_.��._.__.........�....�...._�_�_......._�.._.__�__...__.__._____.� _��.____�_....._....._.___.._.�.....�.�_.....� ........................... -------- Microsoft Certified Systems Engineer (MCSE): 7 Certifications { i � ��__ __.-- --__. _ . _....._..____.__..__.. _ ._ __- –__ __._. _ _ — � Pro�ect Manager Professional(PMP) 3 Certifications ��1 ; L_-'-'----_.._,__....�...__._.._- -'�..._.,�.,__.__ ._...._____ „_..__,,...,,._..,.._,__�,....i....._.,,_,____,.,_,..._„_._,.,__..____..______..__.�._T._-._..._.� Furthermore, Cerium Nefinrorks has strategically aligned itself with the leading manufactures in the network communication industry. Our manufacturer certifications are as follows: • Avaya Inc. – Platinum Certified, Service Delivery Specialized – Implementation and Support • Cisco Systems – Silver Certified, Advanced Unified Communications Specialized, Advanced Security Specialized, Advanced Wireless Specialized • Microsoft – Gold Certified, Unified Communications and Office Communicator Server R2 Specialized • Tandberg Videoconferencing – Premier Certified � 2.3 General Requirements With submission of a proposal, the Vendor understands and agrees to the following: The Vendor shall provide sufficient on-site support for any possible post cutover questions and problems. For major sites and large cutovers, this includes a minimum of one qualified technicians, one qualified trainer, and two experienced trouble desk support staff for a minimum of three days. If the work load requires additional on-site technical personnel to maintain prompt response, they shall be provided at no additional cost to the City for up to five days following the first day of service. Cerium Networks understands and complies. 2.4 Service and Maintenance The Vendor represents and warrants that it shall monitor and report any alarms for the identified systems 24x7, and maintain and repair all related equipment in the systems, in working order, 8 AM to 5 PM, Monday through Friday except for holidays, and shall provide emergency telephone numbers where emergency service can be obtained twenty-four hours per day, seven days per week. The Vendor must be capable of providing priority response for all services covered under the contract for ongoing maintenance. The Vendor must have manufacturer-qualified technicians for the City's equipment. The Vendor shall be a qualified maintenance provider of the equipment. The Vendor shall have, as a minimum, two experienced technicians and shall provide a list of all such employees, where they start their day, and their level of certification. . The Vendor must be capable of responding to any major alarm condition on site within one hour and to minor alarm conditions within 24 hours as determined by the City. Acceptable response shall be either dispatch of a technician to the site or remote access to the system by a technician or engineer when and if the problem can be resolved remotely. Cerium Networks understands and complies. Response to RFP I January 7, 2010 I P a g e 8 • ��V a� .� � '� ,� � �' �, ,� � �. �„"`! �erlum Networks�' SOLUTIONS i011 VOlti. D�TA ANO VIDEO COMMUNICI1110N5 � � � Cerium Alarm Tracker Avaya Communication Manager detects failure conditions, determines their severity, invokes system recovery if necessary, and automatically reports such conditions for further investigation. Remote monitoring is provided utilizing Cerium's Alarm Tracking. This proactive monitoring approach provides immediate notification to both Cerium and the customer on the health of the monitored systems 24x7x365. Internal diagnostic tools either resolve the problem remotely or make trouble-shooting recommendations for the Cerium technicians. Cerium Support Center Cerium provides additional value for our customers with access to the Cerium Support Center (CSC). This service provides our customers with a support avenue for everything from programming to troubleshooting. Of equal importance is the single point of contact provided by the CSC. This single point of contact eliminates the need to educate different individuals about your nefinrork environment, leading to a quicker response and resolution. CSC is centrally managed and customers can seamlessly connect to our CSC. The CSC provides service 24x7x365 to our customers with service agreements. You can access to the CSC through an 800 number, web or email ( csc@ceriumnefinrorks.com ). The CSC offers: • Remote monitoring • Troubleshooting • Diagnostic support • Programming assistance • On-site services The City of Federal Way will be able to rely on our customer knowledge, industry experience, and a certified staff for all of your nefinrork support. Project resources will also be made available to The City of Federal Way for Avaya trouble ticket tracking (software support provided under proposed support plan with Avaya), resource coordination and resolution. Through our Platinum Partner relationship with Avaya, Cerium has direct access to the Avaya Technical Support Tier III Organization. This relationship along with our project resources adds significant value to The City of Federal Way for trouble ticket escalation and resolution. With the intelligence and fix recommendation gathered, technicians are engaged to quickly solve a large percentage of troubles remotely—without experimental testing or time-consuming dispatches. An Avaya Seroice Escalation Plan is another form of protection, guaranteeing effective problem resolution according to a specific timetable with increasing degrees of management involvement. Escalation Management is intended to: • Provide specific instructions for submitting and handling escalations to the services organization. • Communicate internal services that promote escalation resolution to meet your expectations. • Promote a clearly defined process that decreases the redundancy of escalations. • Ensure that higher levels of management are involved. • Resolve the issue in the shortest amount of time. • Ensure that major cases are reviewed every (2) hours and minor cases every (4) hours to determine if a technical escalation is required. Every case of trouble is important to Cerium and Avaya. Trouble reports are prioritized by severity or impact to your business. Major or critical outages are responded to first with the utmost urgency. Response to RFP � January 7, 2010 I P a g e 9 t . �w .� �` � ���� � � � � � � �erium Networks" SOLYTIOMS f011 VOICF, D�T� ANO VIDEO tOMMYMIC�lIONf � Customers have access to a wide range of self-service features and information at no charge through the Avaya Customer Support Web site. The criticality of today's communications emphasizes the importance of advanced support services. Cerium Networks provides various support programs to ensure our customers' communication network functions as expected. Cerium associates are the most highly trained, highly credentialed resources in the Northwest. In fact 70% of our total personnel have advanced certifications and credentials with one or more of the strategic suppliers we represent. Cerium engineers are fully trained and certified on all solutions implemented and supported by Cerium Networks. All associates that are included in the response to 2.7, in the Attachments, are located out of the Bothell office. 2.5 Financial Statements The proposal must include the contractor's most recent financial statement. Cerium Networks understands and complies. Financial statements have been included within the attachments section of our response. 2.6 Professiona! Standing � Respondents to the RFP must be in relevant professional practice and must be able to provide verifiable documentation and references to that effect. The vendor must not be disqualified from doing business with the City of Federal Way and must be able to provide Federal T� ID numbers, Business License jurisdiction and numbers, and contractor License numbers for both primary and sub-contractors. Cerium Networks understands and complies. Tax I D — 91-2059896 UBI — 602-569-046 Cerium Networks is a financially strong company who is well respected in the industry. We have strong business partnerships with all of our manufacturers. We will not be using subcontractors. 2.7 Resumes �� Professional resumes for key project personnel, including but not limited to Project Managers and Lead Technicians must be provided. Cerium Networks understands and complies. We have included resumes of project personnel within the attachments section of our response. 2.8 References 2.g.i Number of References The respondent must provide at least three (3) references relevant to the scope of this contract. 2.8.2 Reference Qualifications Response to RFP � January 7, 2010 I P a g e 10 . r�u ,� � � a � `�._. �'"' Cerium Networks" SOLUTIOMS FOR VOICE, D�T11 AMD VIDEO COMMUMIC�TIONS � The references provided must have employed the respondent as primary contractor in work similar to that proposed within the past 12 months. 2.s.3 Reference Information Company name, contact name, mailing address, and telephone number must be provided for each reference. A brief description of the work performed to demonstrate the relevance of the reference must be provided for each reference. 2.s.a AdditionalInformation T'he City of Federal Way reserves the right to request andlor obtain additional information as required. Cerium Networks understands and complies �� � 1. City of Yakima Wayne Wantland 200 South 3'� Street Yakima, WA 98901 509-575-6048 Multiple site customer with 8 X 5 Cerium Gold maintenance support on Avaya switch and voicemail. 2. Richland School District Mike Leesburg 615 Snow Avenue Richland, WA 99352 509-967-6110 Multiple site customer with 8 X 5 Cerium Gold maintenance support on Avaya switch and voicemail. 3. City of Fife Matt Wood 3737 Pacific Hwy East Fife, WA 98424 253-922-2489 Multiple site customer with 8 X 5 Cerium Gold maintenance support on Avaya switch and voicemail. Response to RFP � January 7, 2010 I P a g e 11 ��� • " ' �i� � � � � �� � „�. �� ; � p I1Ie sU �,. Y'M�IIgIpIUYnqa.'M' 1ib AR �� Wl? �� �. �; Cerlum Networks�' SOLUTIONS GOII VOICE. DATA ANO VID[O COMMYMICIITIONS �• FORM AND CONTENT OF PROPOSALS 3.1 Legibility and Organization Proposals must be typed or printed, must be written in English and must be legible and reasonably organized. Pages must be consecutively numbered. Proposals must be bound. Responses must mirror the numbering order used throughout this RFP. The quality, clarity, and organization of the proposal will be one of the evaluation criteria in vendor selection. Cerium Networks understands and complies. 3.2 Completeness of Response Contractors must include responses to all of the provisions and items of this RFP using a format similar to the format of the RFP and making numbered references to the RFP items. To be considered responsive, the vendor must submit a complete proposal that satisfies all requirements stated in this RFP. Cerium Networks understands and complies. 3.3 Problem Resolution Escalation Information The vendor must provide a problem resolution escalation chart or a list indicting the order of contacts to be made in efforts to resolve all issues or problems with any aspect of this contract's conditions. Cerium Networks understands and complies. � • Cerium Escalation Procedures: 1) Engineer initially assigned to Case ID is responsible for assuring the Case is properly completed. Only in instances where a Case ID has been assigned incorrectly may a case be transferred to another engineer. 2) Assignments of Case IDs are based upon: a. Relevant product expertise and certification b. Availability / Schedule of Engineer c. Experience / Familiarity with Customer and configuration 3) If Engineer handling Case is unable to complete the issue: a. Either by estimated time or b. Because in engineer's judgment scope of request is beyond their expertise, an assessment will be made on need to involve additional resources. c. If within scope and engineer unable to resolve, escalation timelines take precedence. 4) Escalation will be made to next higher resource level in appropriate product or technical area. 5) Current Case ID Engineer contacts a Cerium Support Center Lead Engineer (CSC Lead Engineer) in coordination with Support Center Management. The technical issue and previous steps taken to provide a solution are reviewed. The CSC Lead Engineer acts in a consultative role initially. Customer involvement in discussion is based on engineer assessment. 6) Once escalated a new estimated completion date provided with customer input. 7) The Escalation process will continue either until the issue is resolved or issue is determined not to be technically feasible. A Case is not closed unless Customer concurrence is obtained. 8) Issues may have results which require the Customer to obtain additional equipment or software. These Cases may be closed once a configuration is provided to the Sales Account Executive for pricing / purchase discussions. Escalation to manufacturer resources can occur at any point in the process as part of research or fact finding. To open a Case ID and actively pursue with manufacturer resources requires an assessment by the Cerium Technical Tier A Director of Technologies. If the issue has been escalated through all levels of support at Response to RFP � January 7, 2010 � P a g e 12 . �� _ � � �� � � �.,�� Cerlum Networks" so�unoxs coe vowe, oeu �wo vioeo corrux�cenoxs � Cerium and the team feels Cerium has attempted all known ways to address the issue then opening a trouble ticket and escalating to the manufacturer is the next step. Cerium Account Management Escalation Procedures Primary point of contact within Cerium Networks is your assigned Account Manager. In the unlikely event you are not achieving expected results with the Account Manager, then contact with Sales Vice President is appropriate. Cerium Account Management Escalation Contacts: • Account Manager — Phyllis Jordan, 206.826.509, pjordan@ceriumnetworks.com • Vice President of Sales - Steve Fisher, 425.398.3232, sfisher@ceriumnetworks.com • President - Roger Junkermier, 509.536.8656, rjunkermier@ceriumnetworks.com � u Cerium Technical Escalation Procedures The Cerium Support Center coordinator will provide you with a mechanism to formally escalate a case to the appropriate resources within the Cerium team. This escalation process will increase the visibility and awareness of your service outage, and focus on it within the Cerium management team. Process flow: • An escalation request should be initiated in reference to a specific Case ID. • Place a telephone call to the Support Center number 800-217-0933 and make your escalation request with the CSC coordinator. • The coordinator receives your request to escalate the case. • Clearly state that you are requesting to speak with the Technical Escalation contact for the Case ID. • If the Coordinator is not available at the time, place a separate telephone call to the Director of Operations. • The severity of the case will be mutually agreed upon between you and the Cerium escalation point engaged in the process. • A formal action plan including ownership for each action item will be agreed upon befinreen you and the Cerium escalation point. • Timelines and communication updates will be agreed upon. • Escalation will be documented in the Cerium CRM Account "History" tab. • If for any reason you do not feel you are achieving the desired results, an escalation call to the President is appropriate. Response to RFP I January 7, 2010 � P a g e 13 ��,�_ ,�� ��� : � � �.,�� Cerium Networks" SOLYTIOMS FOII VOICE, DAT� �MD VIDEO COMMUMIC�TIONS � Cerium Support Center (CSC)Technical Escalation Contacts: Technical Tier C— Cerium Support Center Support Desk Engineers: CSC Manager: Technica/ Tier A Senior Technical Engineer: 800.217.0933(24X7) or 509.536.8610 csc@ceriumnetworks.com (Business Hours) Wendy Lafferty 509.536.8615 wl affe rty@ce ri u m n efinro rks. com Tom Shirley 509.536.8642 — Work tshirley@ceriu mnetworks. com Cerium Management Escalation Contacts — From Director of Technology Director of Operations: Scott Thone VP of Finance & Operations President: � 3.4 Copies 509.536.8614 — Work stho ne@ceri u m nefinrorks. com William Junkermier 509.536.8650 — Work wjunkermier@ceriumnetworks.com RogerJunkermier 509.536.8656 — Work rjunkerm ier@ceriumnefinrorks. com Three (3) signed printed copies and an(optional) electronic copy (on CD-ROM) of the proposal must be provided. Cerium Networks understands and complies. 3.5 Signatures A duly authorized and legally binding original signature must be present on each submitted copy of the proposal. Cerium Networks understands and complies. r� �� Response to RFP � January 7, 2010 I P a g e 14 � � �uu, ,� � „ � ; �� �. �. Cerium Networks'T' SOLUTIDNS f011 VOICE, DAT� �MD VIOEO COMMUNIC�TIOMS � 4. RFP AND PROPOSAL TERMS AND CONDITIONS 4.1 Right to Withdraw Proposals Proposals may be withdrawn at any time before signature of contract for any reason they deem appropriate. Cerium Networks understands and complies. � 4.2 Right to Reject/Accept Proposals The City reserves the right to accept any proposal or, at its discretion, reject any or all proposals for whatever reason it deems appropriate. City of Federal Way reserves the right to accept all or any part of the vendor's proposal. Cerium Networks understands and complies. 4.3 Right to Modify Proposa�s With the concurrence of the vendor, City of Federal Way reserves the right to modify minor irregularities in proposals received. If discrepancies between sections or other errors are found in a proposal, City Of Federal Way may reject the proposal; however, City of Federal Way may, at its sole option, correct any arithmetical error in extended price calculations or the addition of line items. Vendors are responsible for all errors or omissions in their proposals, and any such errors or omissions will not serve to diminish their obligations to the City of Federal Way. Cerium Networks understands and compiies. 4.4 The Ciry Not Responsible for Proposal Ezpenses Receipt of a proposal does not obligate City of Federal Way to pay any expenses incurred by the contractor in the preparation of proposal or obligate the City in any other respect. Cerium Networks understands and complies. 4.5 RFP, Proposals Do Not Obligate Neither the publication nor distribution of the RFP, or the receipt of proposals, constitutes any obligation or commitment on the part of Ciry of Federal Way. Cerium Networks understands and complies. 4.6 Proprietary Information/Public Disclosure BY SUBMITTING A PROPOSAL, ANY PROPONENT AGREES TO FORGO MAKING ANY PUBLIC RECORDS REQUEST FOR ANY PROPOSAL SUBMITTED FOR THIS RFP AND TO THE EXTENT ALLOWED BY LAW, WAIVES ITS RIGHT TO MAKE SUCH A REQUEST UNTIL THE CONTRACT IS AWARDED TO THE SELECTED PROPONENT AND SIGNED BY THE CITY MANAGER. To the extent allowed by law, all proposals received shall remain strictly confidential until the Contract, if any resulting from the RFP is signed by the City Manager and the apparent successful proponent. Any information in the proposal that the Proponent desires to claim as proprietary and exempt from disclosure under the provisions of the Washington State Public Records Act must clearly be designated. The page must be identified as well as � the particular exemption from disclosure upon which the Proponent is making the claim. Each page claimed to be exempt from public disclosure must be clearly identified by the word "Confidential" printed on the lower right corner of the page. HOWEVER, IDENTIFYING PORTIONS OF A PROPOSAL IN THIS MANNER DOES NOT GUARANTEE THAT THE MATERIALS WILL NOT BE DISCLOSED, AND THE CITY CANNOT GUARANTEE OR WARRANTY THE SAME. Response to RFP � January 7, 2010 I P a g e 15 �4 �� � ���ll � � � • � „� � � ��� � � � �1. �l��r�„��� �� � � � �, Cerium I�,Tetworks°' SOLUTIONS FOR VOICF. D�i11 �MD VIDEO COMMUMICATIOMS The City will consider a Proponent's request for exemption from disclosure; however the City will make a decision based on its interpretation of state law. Making the entire proposal exempt from disclosure will not be honored. The Proponent must be reasonable in designating information as confidential. If any information is marked as proprietary in the proposal, such information will not be made available until the affected Proponent has been given at least 24 hours prior notice so that the Proponent may seek a court injunction against the requested disclosure. The Proponent specifically waives any rights or expectations it may have regarding any obligation of the City to seek protective orders on the Proponent's behalf. Media releases, advertisements, disclosure of information, or any other public statements to the media about any matter pertaining to this RFP, the outcome of this RFP or the RFP process must not be made or published by any Proponent Vendor without the City's prior written approval. Cerium Networks understands and complies. 4. 7 Proposal Evaluation and Contractor Selection The following primary evaluation criteria have been identified and are shown below. Weightings are indicated as percentages. City of Federal Way will initially check the proposals to validate all information required to confirm to this RFP is included. Absence of required information may be cause for rejection. City of Federal Way will then evaluate the proposals and a contract shall be awarded to the most responsible and responsive Vendor based upon, but not limited to, the following criteria: 1. The responsiveness and quality of the local technical support team (20%) 2. The responsiveness and quality of the remote support services (10%) � � 3. The character, integrity, reputation, judgment, experience, and efficiency of the Vendar (10%) 4. T'he quality of performance on similar contracts (15%) 5. The cost of the services proposed (45%) Cerium Networks understands and complies. Response to RFP I January 7, 2010 I P a g e 16 K 1� ��� � i �o , ��'� �"��� ����,,,�� ,,�� � ���� � �• � � DRAFT OF PROPOSED GOODS AND SERVICES CONTRACT �. �, Cerium Networks�' SOLYTIOMS fOR VOICF. D�T� �NO VIDEO COMMYMICATIONS A draft of the proposed Goods and Services Contract to be entered into with the selected vendor is attached. Cerium Networks understands and complies. Response to RFP � January 7, 2010 I P a g e 17 � '�,' � l��i� � � � aw. ' �� ������„� ° � � � � �• SCOPE OF AGREEMENT 6.1 Introduction �. �; Cerium Networks'�' SOLUTIONS FOP VOICF. CAT11 �MD VIDEO tOMMUMIC/�TIOMS The City of Federal Way is seeking qualified PBX maintenance vendors for a contract or alternative service arrangement that will replace the existing support and maintenance contract for their various Avaya phone systems. The City is seeking vendors who meet the City's qualifications and who can meet the criteria set forth in this RFP. The City has 2 locations that utilize various types of Avaya equipment. Each piece of equipment is currently covered under 8x5 service. Detailed specification of the systems and items to be covered under this agreement is listed in the attached config.txt and Cap.txt reports. Cerium Networks understands and complies. 6.2 Preventative Maintenance Plan The vendor shall propose a preventative maintenance program for all systems' hardware. Such work should be scheduled yearly. The vendor shall notify the City of system patches or software releases as they become available or are recommended by Avaya. T'he City shall be given a minimum of 48 hours notice in advance of all preventative maintenance activities. Cerium Networks understands and complies. Cerium Networks internally tests all patches and releases to its clients those that are recommended. � 6.3 Term of Agreement The term of the basic agreement shall be for one year with an annual option to extend the basic agreement for up to an additional four one-year periods upon mutual written agreement. If the agreement has not been extended or canceled by the end of the term, , this agreement shall extend on a month to month bases until either a new term is negotiated or the contract is canceled per the terms outlined in this Agreement The contract will begin no later than February, 2010. Cerium Networks understands and complies. 6.4 Guaranteed Pricing Prices quoted shall be fum for the term of the agreement plus one year. The subsequent / optional periods may be quoted as a percentage of the previous year's rates or tied to a published index of costs. Cerium Networks understands and complies. r� �J 6.5 Labor Charges All applicable labor charges must be stipulated in contractor's response to this RFP, including labor rates for optional and/or additional (non-contract) services. Non-covered labor rates shall include off-hour maintenance, training and Move, Add, Change (MAC) assistance. Both standard hourly rates and overtime rates performed either onsite or remotely shall be identified. Cerium Networks understands and complies. Remote System Programming/Troubleshooting Services -$135/hour - One Hour Minimum On-site Basic Software Configuration/Programming -$155/hour — Two Hour Minimum After Hours rates are 1.5 X Rate 6.6 Critical Spares Inventory The vendor must maintain an adequate supply of critical spare components, either stored on-site or within a 60 mile radius of the City of Federal Way. Critical spares include any items that represent a potential major alarm if the part fails and any parts that may be a"single point of failure" source. Cerium Networks understands and complies. Response to RFP I January 7, 2010 I P a g e 18 . ����� � ��� ��� �. �; Cerium l�etworks�' SOLUTIOMS fOR VOIC6. DATA I1M0 VIDFO COMMUNIC�TIOMS � 6.7 Technicians For the purposes of this RFP and the vendor's response, qualified technicians are defined as technicians that are Avaya certified to maintain the equipment listed in Attachment 1 or the technicians must also have a minimum of 24 months of field maintenance experience in the support of this equipment. Vendor must agree that only local and qualified technicians (as described above) will be dispatched to perform service work on the equipment. Vendor shall describe the number and base operating locations of qualified technicians to be used in support of the proposed maintenance agreement. Vendor must provide resumes and copies of certifications for the support technicians that will provide on-site service to the City. Vendor must agree to provide qualification information including resumes, certifications and other pertinent information for any new or replacement technicians introduced during the course of the agreement. Cerium Networks understands and complies. The Cerium Networks location in Bothell is the closest to the City of Federal Way. All the technicians at that location are manufacturer certified. Cerium maintains the highest standard of education, training, and certification of its employees. Local resources residing in the Cerium Bothell office include: • Three Certified Technical Field Engineers • One Senior Software Engineer • One Support Desk Engineer � Beyond the Bothell location, we maintain technicians at all the Cerium Networks locations —Tri-Cities, Spokane, Portland, Boise, Billings, and Missoula. Cerium can exceed the response time requirement for remote support from engineers in our other offices. Cerium also has support from Avaya Global Services resources based in Bellevue that includes seventeen field engineers. Local Technician resumes are included in the Attachments. 6.8 Off-Hours Service Response Times Vendor shall propose guaranteed response times to provide technician services outside of the normal service maintenance hours. Vendor shall describe the specific criteria to determine when a service technician is dispatched to the site and to identify procedures to request service beyond the standard commitments. Cerium Networks understands and complies. Cerium Networks is responding to this RFP with the requested 8x5 M-F support. All service will be responded to within this timeframe. Cerium will support the requested 1 hour for Major Alarm and 8 hours for Minor Alarms. A qualified Cerium Networks engineer will troubleshoot and resolve product related problems via the telephone and/or a remote system connection. The Cerium engineer will attempt to clear the trouble remotely and test systems accordingly to ensure trouble is resolved. A qualified Cerium Networks or Avaya engineer (where applicable) will be dispatched to the system location in the event the trouble cannot be cleared remotely. If required the on-site engineer will replace hardware � components as deemed necessary to clear the system trouble. The engineer will test systems accordingly to ensure trouble is resolved. Engineering time charges could be billable based upon the Support Level contract. Response to RFP I January 7, 2010 I P a g e 19 � i�i �'�+� '�' � �,:; � ��� �� ��� �..� Cerlum Networl�s" SOlYt10N5 FOII VOICE, D�111 ANO VIDEO COMMYNICIITIONS � If for any reason you do not feel you are achieving the desired results, an escalation call to the President is appropriate. 6.9 Escalation Vendor shall describe escalation procedures if problems are not resolved within normal intervals, including the timeframes proposed for each escalation. The awarded vendor shall also make available the contact information for the management escalation team. Cerium Networks understands and complies. The Cerium Support Center has escalation procedures in place — See response to 3.3. Project resources are also available to The City of Federal Way for Avaya trouble ticket tracking (software support provided under proposed support plan with Avaya), resource coordination and resolution. Through our Platinum Partner relationship with Avaya, Cerium has direct access to the Avaya Technical Support Tier III Organization. r� � 6.10 Status Reports and Meetings Vendor shall propose a schedule and define the content for periodic on-site account reviews. Cerium Networks understands and complies. ' Cerium Networks includes in its support Semi-Annual Management Meetings and Services Reporting. The Cerium Account Manager will conduct meetings with the appropriate personnel within customer's organization to review open and closed service cases, service reports and any other items that are important to the support of the communication systems. Cerium's support Web Portal also provides in depth information via a customized web portal and log-in capabilities for Cerium support contract customers. Significant information is available from the portal including ticket status and engineering notes, ticket prioritization and historical service level pertormance. 611 On-site Reporting Vendor must agree that technicians will report to the City's designated point of contact prior to performing any on-site service activities. Cerium Networks understands and complies. 6.12 Monitoring The vendor shall describe how they intend to provide 24 hour monitoring of critical systems and the procedures for responding to automatically generated alarms / events. The vendor shall also describe the level of technical training and certification of the remote staff and the process to ensure a qualified individual is working on the problem within the commitment timeframes. Cerium Networks understands and complies Cerium Nefinrorks can connect to the systems with a modem. � Local technician resumes are included in the Attachments. All of Cerium Networks technicians are certified to work on trouble resolution of Avaya systems and voicemails. Cerium Escalation Procedures as stated in response to Section 3.3 illustrates our process. Response to RFP � January 7, 2010 � P a g e 20 u'�' ��� � � �_. � �erium Networks�' SOLUTIONS fOR VOICE. DA111 AMO VIOEO COMMUNICIIlIONS �. COSTS 7.1 Total Cost A total cost amount for the maintenance agreement shall be provided. A cost breakdown for the first two years showing either the component costs or the per-port costs shall be shown. A quote or clear method of calculation shall be provided for the four optional subsequent (renewal) years. Cerium Networks understands and complies. Cerium Support Advantage — Gold Level Support 8-5 688 Ports X$1.20 per port =$825.60 per month Messaging Support $76.88 per month TOTAL = $902.48 per month Two year term would be $21, 659.52 Optional renewal years calculated in the same way/same price. � 7.2 No Unspecified Costs Only items and tasks included in this RFP will be considered part of the proposal, and only those items will be included in any payments to the contractor. Cerium Networks understands and complies. 7.3 Payment Schedule A proposed monthly, quarterly (preferred option) or annual payment schedule shall be provided. Cerium Networks understands and complies. The City of Federal Way can choose how they want their billing set up. The pricing would remain the same. • $902.48 per month • $2,707.44 per quarter • $10,829.76 annually � Response to RFP I January 7, 2010 I P a g e 21 , t . �� �� �. ��+���`�� �" ���ri� I����c�r���` • se�ar+o.rs +a� veea, nRra �wo na�e corru�iuna�rf ATTACHMENTS • City of Federal Way's -Locations and Required Response Times • Cerium Bios • Cerium Support Contract T& C's • Cerium Financials • City of Federal Way's — Draft Proposed Goods and Services Agreement • City of Federal Way's - Configurations 1.� � � Response to RFP I January 7, 2010 I P a g e 22 ��r o� � �� ��"�� ��' ��r�un� ��t�cr�r��`� � 194YTi0X# ftl6 �A4Rt� OYnTA hl�Y Y14H1 EPM/f411t4i1iMNT Locations and Required Response Times Coverage Business Major Minor Alarm City Building Address Equipment Hours Hours Alarm Response Response 33325 8�' Ave. South, Redundant Avaya S8700 phone One (1) 8 business City Hall Federal Way WA, 98003 servers, switch, Intuity Voice Mail Sx8 M-F 24x7 Hour Hours as shown below Community 876 S. 333` Street Federal Two (2) 8 business Center Way, WA 98003 EPN Sx8 M-F 6a - 8p Hours Hours �� �J � Response to RFP I January 7, 2010 I P a g e 23 �� � ��� � ��' ���iu�n 1'�e��r����w � ...... MAt4TMQR6 r#F Vifia. A�fi/n AIF9 YIWil9 COWMNMCATtOMf Proprdetary: This aection o/our reaponae contains inJormation proprietary to Cerium Networks. This section ahall not be reproduced, trans/ormed to other documenta, disclosed� to others, or used /or ¢ny purpoae other than which it uxis �urnished without prior wri.t�en permiasion o/ Cerium Networks. Phyllis Jordan, Account Executive With Cerium Since 4/09 Certifications • CSE (Cisco Sales Expert) & Product . ASA (Avaya Certified Sales Associate ) Knowledge: Industry • 20 + Years Experience ExperiencP: . Sr. Account Manager, Verizon, Qwest • Sales Manager, AT&T Katie Baca � Professional With Cerium Since 5/09 Certifications & Product Knowledge: Industry Experience: Wayne Jata, Senior Software L J With Cerium Certifications & Product Knowledge: Industry Experience • AAPMA Avaya Project Management Associate • PMP Project Management Professional . 8+ Years Experience • Sr. Technical Project Manager-CSI Unified Communications, Avaya • Sr. Technical Project Manager-Contact Center Practice Avaya • Project Administrative Assistant, ARC Technology Staffing & Management Since 12/01 • ACA-I: Contact Center (Avaya Certified Associate-Imple • ACS-I: IP Telephony (Avaya Certified Specialist) • 30+ Years Experience • Senior Software Specialist, Avaya/Lucent Response to RFP � January 7, 2010 I P a g e 23 �, �; '� `� ��T'1L1� ����?V'��`�S� � ��� . #06bTY@NF�. tCR YO4C6. tl.lfA nlim YIitO Cofli4NYtCRYlbRS �� � Tyler Predor, Systems Engineer With Cerium Since 10/09 Certifications • CCNA (Cisco Certified Network Associate) & Product • CCENT (Cisco Certified Entry Networking Technician) Knowledge: . ACA-VSM (Avaya Certified Associate) Industry . 10 Years Experience Experience: . Sr. Telecommunications Engineer, Premera Blue Cross • Network Specialist II, Washington State Employees Credit Union • Network Specialist II-Telecommunications, Verisign • Communication/Network Support, Pacific NW Bank Chris Stevenson, Systems Engineer With Cerium Since 1/08 Certifications & . Product . Knowledge: . . Industry • Experience: . _....._______� __�__ _ _ __�..�__.___�...._ r ACS-I IP Telephony ACA-I IP Telephony ACA-I IP Office ACA-I Modular Messaging ACA-I Call Center CTP2007 27 Years total Experience in Computer Industry 12 Years Experience in Telecommunications With Cerium Since 6/09 Certifications & . ACE: Avaya Certified Expert — IOC Implement Product • CCENT (Cisco Certified Entry Nefinrorking Knowledge: Technician) Industry Experience • 10+ Years • Avaya System Engineer/Software Specialist, NetVersant Solutions • Convergence Technician/Design Specialist, Technocom • Convergence Project Manager/Technical Design Special, Telecom Labs, Inc. Response to RFP � January 7, 2010 I P a g e 24 � � � ���11I � ���'��TtJ�'�S • ���i �. � � � !btlTlqR� /OR POtit. d:6fk AMC YIY'�Y9 44lYMM4itAtiq4% Mike Mankec With Cerium Certifications & Product Knowledge: Industry Experience Since 3/06 • ACE-Messaging (Avaya Certified Expert) • 9 Years Experience • Field Systems Engineer, DialPro Northwest, Inc. Lester Cohen, Director of Training With Cerium Since 04/08 Certifications & • Avaya Approved Trainer Product Knowledge: . Cisco Approved Training r� �.J �� Industry Experience: . 10+ Years Trained over 5,000 users in key industries i.e. Government, Education, Healthcare, Financial Institutions Response to RFP � January 7, 2010 � P a g e 25 • Cerium Support Contra�erms and Conditions � Cerium Networks LLC ("Cerium") and you, the Customer, agree that the following terms and conditions will apply to the warcanty, post-warraMy services and Support services ("Services") listed on the attached Support Contract ("AgreemenP) This Contract may contain additional pages a� covers Support Services provided by Cenum. 1. CONTRACT PERIOD — This Agreement shall be effedive the date this agreement is executed by Cerium, for the term as specified on the Contrad until terminated as set forth in Section 8 of these terms. Enhanced warranty services will be coterminous with the applicab�e product warranty period. Post-warranty SuppoR services will be for an initial term as specified on the attached hereof, (one (1) year minimum). Post-warranty service shall be automatically renewed for successive one (1) year terms at the charges and under the terms and conditions applicable to Cerium's standard one (1) year service agreement at the time of renewal, unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. Cerium can also notrfy you ninety (90) days in advance of the time of renewal that Service for specific Products covered under this Agreement will not be renewed. 2. CUSTOMER RESPONSIBILITIES — You agree to (i) provide the proper environment, eledrical and telecommunications connections, (ii) provide access and work space, and (iii) maintain a backup procedure extemal to the software program(s) and host computer for reconstruction of loss or altered files, data or programs (iv) and provide a phone line connection to the equipment being supported at all times (v) maintain a copy of all software used on your systems. Failure by the Customer to perform these responsibilities will cause Cerium to be unable to meet its Support requirements. You are responsible for notifying Cerium of the presence of any hazardous material (e.g., asbestos) on your premises prior to the commencement of any Services. You are also responsible for removal of any such hazardous material or correction of any hazardous condition that affects Cerium's performance of Services. Services will be delayed until you remove or correct the hazardous condition; Cerium shall not be liable to you as a result of such delays. 3. WARRANTY — A. When a post-warranty service agreement exists, Cerium warrants that during the warranty period the Products will operate in accordance with the Manufadurer's Documentation. If a Product does not operate in accordance with the Documentation during the warranty period, you must promptly notify Cerium. Cerium, at its option, will either repair or replace that Product without charge. You have the right, as your exclusive remedy, to return that Product for a refund of the purchase price or license fee if Cerium is unable to repair w replace the Product. A pending or adive Cerium post-warranty service agreement is a prerequisite for this warranty coverage. B. The warranty period shall begin on the Delivery Date for Customer-installed Products. Cerium's standard warranty period will apply rf none is specified. A pending or active Cerium post-warranty service agreement is a prerequisite for this warcanty coverage. 4. ENHANCED WARRANTY & POST-WARR.4NTY SERVICE — A. Cerium will provide Services during the Contract Period in accordance with Cerium's standard specifications subjed to the exclusions set forth in this Section 4. Cerium provides various Support Services dependent upon the product and option selected by the Customer and indicated on the attached. Cerium's current Services options are described in the Cerium Service Advantage Support Plan document, a copy of which is available upon request. B. Post-warranty service includes preveMive maintenance as deemed appropriate by Cerium and remedial maintenance, including replacement parts required for Products used under normal operating conditions. C. If you subsequently purchase products ("Added Products") from Cerium or a third party and co-locate those products with the existing ones, those Added Products purchased from a party other than Cerium are subjed to certification by Cerium at Cerium's then current rates for such certification; post-warzanty service coverage will be effective immediately after Cerium certifies the Added Products. Charges for Added Products will be at the then current rate and coverage will be coterminous with the coverage for the existing Products. D. PURCHASED OR REPLACEMENT PARTS AND PRODUCTS MAY BE NEW, REMANUFACTURED OR REFURBISHED. Any removed parts and/or Products wiil become the property of Cerium. E. Enhanced Wartanty and post-warraMy service coverage will be in accordance with the option(s) you have selec[ed as listed on the front of this Agreement. Cerium's standard warranty and post-warranty coverage will apply if none is specified. F. POWER SURGES — If you have ordered post-warcanty service, during Cerium's warranty and post-warranty service periods, Cerium is not responsible for damage (inGuding loss or corruption of data rewrds) to your voice Products (e.g., DEFINITY� ECS, and Intuity AUDIX� systems and data or video products) from power surges. Cerium will assist in selecting and installing an electrical protection system that complies with the National ElecVical Code rf requested, any applicable local standards, and any Cerium-specified site requirements. G. Cerium may, at its discretion, electronically monitor your system for the sole purpose of collecting and recording the configuration of and the number and kinds of produds in your system. Such monitoring will serve two (2) principal purposes: (1) the information will permit more accurate remote diagnostics and corrective actions; and (2) the information will be used once a year, before the renewal date of any Suppart Agreement, or the annual anniversary date, to determine applicable charges. Products identified in the data collection will be treated as Added Produc[s under Section 4.C. You will cooperate with Cerium in such data collection, inGuding making remote access avaiiable to Cerium for this purpose. 5. WARRANTY/POST-WARRANTY SERVICE EXCLUSIONS — A. EXCEPT AS STATED IN SECTION 5, CERIUM, ITS SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTR.4CTORS AND SUPPLIERS, MAKE NO WARRANTIES EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHAN- TABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B. The warranty provided in Sedion 3 and post-warranty service do not cover repair for damages, or malfunctions, or performance characleristics caused by: (1) use of non-Cerium fumished equipment unless certified by Cerium, software, or facilities with the Product(s); (2) your failure to follow Cerium's or the Manufacturers installation, operation or maintenance instruclions, Induding your failure to permit Cenum timely remote access to your Product(s); (3) failure or malfunction of equipment, software, or facilities nol serviced by Cerium; (4) actions of non-Cerium personnel; or (5) force majeure conditions as stated in Section 10. Cerium does not warrant unintercupted or error free operation of the Product(s). In addition, Cerium is not obligated to provide warranty or post-warranty service if you modify the Product(s). If you request, Cerium will perform repair or other services not covered by this Agreement to your Product(s) at Cerium's standard rates for such service. C. Although Products are designed to be reasonably secure, Cerium makes no express or implied warranty that Products are immune from or present fraudulent intrusion, unauthorized use or disclosure or loss of proprietary information. Certain features, if purchased, such as Password Reset, Conference Mailbox, Skip Password and Monitor Mailbox, when enabled, could be improperly used in violation of privacy laws. By ordering Products with these features or separately ordering such features, you assume all responsibility for assuring their proper and IawFul use. D. You agree to notify Cerium prior to moving a Product. Additional charges may apply if Cerium incurs additional costs in providing warranty or post-warranty services as a result of a move of a Product. E. If the Product supports Telephony or Transmission Control Protocol/Internet Protocol (TCP/IP) facilities, you may experience certain compromises in performance, reliability and security, even when the Produd performs as warranted. These compromises may become more acute if you fail to follow Cerium's recommendations for configuration, operation and use of the Produd. YOU ACKNOWLEDGE THAT YOU ARE AWARE OF THESE RISKS AND THAT YOU HAVE DETERMINED THEY ARE ACCEPTABLE FOR YOUR APPLICATION OF THE PRODUCT. YOU ALSO ACKNOWLEDGE THAT, UNLESS EXPRESSLY PROVIDED IN ANOTHER AGREEMENT, YOU ARE SOLELY RESPONSIBLE FOR (1) ENSURING THAT YOUR NETWORKS AND SYSTEMS ARE ADEQUATELY SECURED AGAINST UNAUTHORIZED INTRUSION, AND (2) BACKING UP YOUR DATA AND FILES. 6. PRICE AND PAYMENT —A. Payment of invoices Is due within thirty (30j days from the invoice date. Delinquent payments on any undisputed balance are subject to a late payment charge of the lower of one and one half percent (1.5°r6) per month or portion thereof, or the maximum amount allowed by law. Restrictive endorsements or other statements on checks will not apply. You agree to reimburse Cerium for reasonable attorneys' fees and any other costs associated with collecting delinquent payments. B. You shall pay taxes levied upon the sale, transfer of ownership, installation, license or use of Products or Services unless you provide Cerium with a tax exemption certificate. Excluded are taxes on Cerium's net income. 7. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY — A. THE ENTIRE IIABILITY OF CERIUM AND ITS SUBSIDIARIES, AFFILIATES AND SUBCONTRCTORS, (AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRCTORS AND SUPPLIERS OF ALL OF THEM) AND YOUR EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY PRODUCT DEFECT OR FAILURE, OR ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF ANY WORK OR SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE: (1) FOR FAILURE OF PRODUCTS DURING THE WARRANTY PERIOD, THE REMEDIES STATED IN SECTION 3; (2) FOR CERIUM'S FAILURE TO PERFORM ANY MATERIAL TERM OF THIS AGREEMENT (E.G., CERIUM'S POST-WARRANTY SERVICE OBLIGATIONS), YOU MAY CANCEL THIS AGREEMENT WITHOUT INCURRING CANCELLATION CHARGES IF CERIUM FAILS TO CORRECT SUCH FAILURES WTIHIN THIRTY (30) DAYS OF RECEIPT OF YOUR WRITTEN NOTICE, (3) FOR DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR FOR BODILY INJURY OR DEATH TO ANY PERSON FOR WHICH CERIUM'S SOLE NEGLIGENCE WAS THE PROXIMATE CAUSE, YOUR RIGHT TO PROVEN DAMAGES TO PROPERTY OR PERSON; AND (4) FOR CLAIMS OTHER THAN SET FORTH ABOVE, CERIUM'S LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE PRICE OF SERVICE GIVING RISE TO THE LIABILITY OR $100,000, WHICHEVER IS LESS. B. EXCEPT TO THE EXTENT PROVIDED IN SUBSECTION 7.A(3), CERIUM SHALL NOT BE LIAB�E FOR THE FOLLOWING TYPES OF DAMAGES: (1) INDIRECT OR INCIDENTAL DAMAGES, AND (2) SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED T0: LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, LOST, CORRUPTED, MIS-DIRECTED OR MISAPPROPRIATED DATA OR MESSAGES; AND CHARGES FOR COMMON CARRIER TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO PRODUCTS ("TOLL FRAUD"). CERIUM SHALL NOT BE LIABLE C(lp T41F TVPFC /lL fl�\/Al_FC F�.III��FI�ATCf1 CR(1\/F 1A/LJFTNFI7 /ll� Nl1T CERIUM HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THIS PARAGRAPH SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDY. 8. CANCELLATION/TERMINATION — A. Prior to the commencement of post-wananty service, you may cancel coverage and receive a full refund of any prepaid amount. After commencement of any initial or renewal term of post-warranty service, you may terminate Service coverage upon thirty (30) days written notice. If you provide notice of your intent to terminate during the first thirty (30) days of coverage, you will only be responsible for the charges for the period of coverage up until the effedive date of termination. After the first thirty (30) days of coverage, you may provide notice to terminate the Agreement subject to a termination charge equal to the monthly charges for twelve (12) moMhs or the period remaining, whichever is less. For prepaid agreements, Cerium will refund or credit the pro rata price of the remaining term less the applicable termination charge. B. If you fail to perform any material term or condition of this Agreement (e.g., fail to pay any charge when due) and such failure continues for thirty (30) days after receipt of written notice, you shall be in default and Cerium may terminate this Agreement and exercise any available rights. Upon termination by Cerium, you shall be liable for cancellation and/or termination charges and any other applicable charges. 9. DISPUTES — A. Any controversy or claim, whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, related directly or indirectly to this Agree- ment ("Dispute") shall be resolved solely in accordance with the terms of this Section 9. B. If a Dispute arises, the parties will endeavor to resolve the dispute through good faith negotiation within seventy-five (75) days of notification of the Dispute. C. Any Dispute you have against Cerium with respect to this Agreement must be brought in accordance with this Section 9 within two (2) years after the cause of action arises. 10. FORCE MAJEURE — Cerium shall have no liability for de�ays, fai�ure in performance or damages due to: fire, explosion, power failures, pest damages, lightning or power surges (except as provided in Section 4.F), strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability ro secure raw materials, transportation facilities, fuel or energy shortages, performance or availability of communications services or nelwork facilities, unauthorized use of the Products, or other causes beyond Cerium's control whether or not similar to the foregoing. 11. ASSIGNMENT — Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, Cerium may assign this Agreement to a present or future affiliate, subsidiary, successor or distributor or may assign its right to receive payment without your consent. Further, such consent shall not be required if Customer assigns this Agreement to an affiliate, subsidiary, or in connection with a merger, acquisition, or sale of all or substantially all of its assets. 12. SUBCONTRACTING — Cerium may subcoMract work to be performed under this Agreement, but shall retain responsibility for the work. 13. GENERAL — A. Any supplement, modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties. B. If either party fails to enforce any right or remedy available under this Agreement, that failure shall not be construed as a waiver of any right or remedy with respect to any other breach or failure by the other party. C. You certify that the Services acquired hereunder are intended for your use in the ordinary wurse of your business and not for the purpose of resale. D. This Agreement shail be governed by the local laws (as opposed to the conflict of law provisions) of the State of Washington. F. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS, COMMUNCIATIONS BETWEEN THE PARTIES AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAI. CUSTOMER By: (Authorized Customer Representative's Signature) (Date) Signature) (Date) � Form � �aev. oc�o4e� zoo�� DepaRR'lertt Of the TrBa9ury Intema! Revar.ua Service N � rn �. c 0 �c �� o� S� �� m a � m N Request for Taxpayer � Give form to the Identification Number and Certifica#ion requester. Do not send to the IRS. Name �as shown on your income tax retum} Cerium Networks, Inc. Business name, if dlfferent from above Chedc appropriate box; ❑ IndividuaUSole proprietor m Corporation ❑ Partnership ❑ Limitad tiahility comparry. Enter the tax dassification (D=dis ��� regardetl eMity, C=corpotation. P=partrtershiP) ► -...__. ❑ �� ❑ Other (see iiuhuctions) ► Address (number, sireet, and apt or suite rro.) 101'! E. 2nd Ave., 5uiie 90 Ctty, state, and Z!P code Spokane, WA 99202 List a<xount numbeKs) here (optional} Req�ster's name and address (opiiona� Fster your TIN in the appropriate box. The T!N provided must match the name given on Line i to avoid ��� �'�'�' ^�^� � backup witl�holding. For individttals, thls is your sociai security number (SSN}. However, for a resident � alien, sole proprietor, or disregarded entity, see the PazE ! instructions on page 3. For otl�er entitles, it is your employer iclentHicadon number (EIN}. If you do not have a number, see How to get a TIIV on page 3. or Note. If the accourit is in mwe than one name, see the chart ort page 4 fw guidelines on whose Emptoyer identifrcauon number number to enter. 91 ; 2Q59$96 Under penatties of peryury, 1 certify that 1_ The number shown on this form is my correct taxpayer identificatlon number (or I am waiting for a rnunber to be issued to me), �d 2. I am not subject to backup wkhhoiding because: {a) i am exempt from backup withhokiing, or (b) 1 have not been no�ed by the Iritemal Revenue Service (IRS) that I am subject to backup withholdiRg as a result of a failure to report ait interest or dividends, or (c) the IRS has notified me that i am no tonger subject to backup withhotding, and 3. 1 am a U.S. citizen or other U.S. person (deflned belowj. Certification instructions. You must cross out item 2 above ff you have been notified by the IRS that you are currently subJect to b�kup wRhhofding because you have falied to report atl 3nterest and dividends on your hax retum. For real estate transactions, item 2 does not appty. For mortgage interest paid, acquisitfon or abandonmeM of secured property, cancellation of debt, contributlons to an incitvidual retirement arrangement (IRA), and generally, payrnerits other than interest and dividends, you are noi required to sign the Certiflcation, but you must provide your correct TIN. Ses th�irysErtro�ions on page 4. Sign � Signature ot � ,y� /Y ./' f(/� J'Y.! /� Date ► Here u.s. person ► // ► Genera! Instructions � � DeflnHion of a U.S, person. For iederal tax purposes, you are considered a U.S. person if you ate: Section references are to the Internal Revenue Code unless � q indivtdual who is a U.S. citizen ar U.S. resident alien, otherwise noted. � A partnership, corporat'son, �mpany, or assoCiatwn created or Purpose of Form organized in the United States or under the laws of the United A person who is required to file an information retum avith the 5tates, IRS must obtain your correct taxpayer identification number (TIN) • An estate (other than a foreign esiate), or to repa�t, for example, income paid to yau, real estate • A domestic trust (as defined in Regulations �ction transactians, mortgage interest you paid, acquisitfon or 301.7701-7j. abandonment of securecf property, cancellation of debt, or contribuiions you made ta an IRA. Specfal rules for pa►tnerships. Partnerships that conduct a Use Form W-9 only if you are a U.S. person (including a �'ade or business in the United States are generally required to resident afien), to provide your correct TIN to the person AaY a withhoiding tax on any foreign partners' share of income requesting it (the requestery and, when applicable, to: from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that 1. Ceriify ihaf the TIN you are giving is correct {or you are a partner is a foreign person, and pay the withholding tax. waiting for a number to be issued), Therefore, if you are a U.S. person that is a partner in a 2. Ce�tify that you are not subject to backup withholding, or Partnership conducting a trade or business in the United Sfates, provide Form W-9 to the partnership to establish your U.S. 3. Claim exemption from backup wkhholding if you are a U.S. status and avoid withholding on your share of partnership exempt payee. If applicable, you are also certifying that as a income. U.S. person, your altocabie share of any partnershlp income from The person who gives Form W-9 to ihe partnership for a U.S. trade or business is not subject to the withhoiding tax on purposes of establishing its U.S. status and avoiding withhotding foreign partners' share of effectively connected income. on its allocable share of net income from the partnership Note. If a requester gives you a form other than Forrn W-9 to conducting a trade or business in the United States is in tfie request your T1N, you must use the requester's form if it is following cases: substantially similar to this Form W-9. • The U.B. owner of a disregarded entity and not the entity, Cat. No. 10231X Fam W-9 �ae�. aa2oor�