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SERIAL 220208-S TELEPHONY ENTERPRISE SUPPORT AND MAINTENANCE DATE OF LAST REVISION: June 08, 2022 CONTRACT END DATE: June 30, 2025 CONTRACT PERIOD THROUGH JUNE 30, 2025 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for TELEPHONY ENTERPRISE SUPPORT AND MAINTENANCE Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on June 08, 2022 (Eff. 07/01/22). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. BW/mm Attach Copy to: Office of Procurement Services Chuck Mayper, MCSO (Please remove Serial 10151-RFP, 10065-RFP and 210202-S from your contract notebooks) SERIAL 220208-S ACRONYMS AAC Avaya Aura Conferencing AAEP Experience Portal AES Application Enablement Server BSM Branch Session Managers CM Communication Managers ESS Enterprise Survivable Servers HQ Headquarters LBJ Lower Buckeye Jail LSP Local Survivable Processor MAC Moves, Adds, and Changes MCSO Maricopa County Sherriff’s Office OET Office of Enterprise Technology PRIs Primary Rate Interfaces SIP Session Initiation Protocol SME subject matter expert U.C. Unified Communications VoIP Voice over Internet Protocol SERIAL 220208-S INTEGRATION PARTNERS, 12 HARTWELL AVENUE, LEXINGTON, MA 02421 COMPANY NAME: Integration Partners DOING BUSINESS AS (dba): MAILING ADDRESS: 12 Hartwell Ave, Lexington, MA 02421 REMIT TO ADDRESS: 12 Hartwell Ave, Lexington, MA 02421 TELEPHONE NUMBER: 781-357-8100 FAX NUMBER: 781-357-8500 WWW ADDRESS: https://integrationpartners.com REPRESENTATIVE NAME: Jerry Cahoon REPRESENTATIVE TELEPHONE NUMBER: 602-505-6907 REPRESENTATIVE EMAIL ADDRESS jcahoon@integrationpartners.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: NET 30 DAYS PRICING SHEET: NIGP CODE 91593, 92045, 83883. 90684 Terms: NET 30 DAYS Vendor Number: VS0000005598 Certificates of Insurance Required Contract Period: To cover the period ending June 30, 2025. SERIAL 220208-S TELEPHONY ENTERPRISE SUPPORT AND MAINTENANCE 1.0 INTENT 1.1 Maricopa County (County) is the nation’s 4th largest county in terms of population size at approximately 4.7 million and the 14th largest in the continental United States in land area, covering approximately 9,226 square miles. Twenty-four cities and towns are located within the County; it’s largest city, Phoenix, is the County seat. County government is comprised of approximately 13,500 employees who use all forms of technology such a desk and soft- phones, voice mailboxes, fax lines, cell phones, wireless radios, wired and wireless data connections pagers and other, miscellaneous technologies. 1.2 The County’s Office of Enterprise Technology (OET) is responsible for providing technology and telecommunications management and services to most, but not all, departments and agencies within the County. OET enables other County departments to use departmentally procured and maintained information technology to enhance their service delivery. However, OET manages and maintains the County's core telephony and voice messaging environments along with its radio, cable and computer network systems. For the departments it supports, OET currently executes all system Moves, Adds, and Changes (MACs) to service approximately 12,000 County voicemail users. 1.3 OET also provides secondary level support for the telephony equipment in the Maricopa County Sherriff’s Office (MCSO) Headquarters. First level support including system MAC and basic level troubleshooting is performed by the MCSO telecommunications staff. From a vendor provided support and maintenance standpoint, OET is currently accountable for ensuring that the appropriate arrangements are in place. Therefore, the MCSO environment is included in the scope of this bid. However, the pricing, for support and maintenance of this environment, should be broken out as a separate line item. This will allow the County to easily differentiate between the cost and scope for the larger telecommunications environment compared to what is in MCSO. 1.4 The County is seeking a contractor that can provide the county with a complete and comprehensive support and maintenance agreement for its, Voice over Internet Protocol (VoIP) telephony, voice messaging, call center, call recording and adjunct systems along with end point and client software. 1.5 The selected contractor must have the ability to provide a wide breadth of support, maintenance, project management and upgrade ability to the entire County telecommunications environment. 1.6 The County intends to award a three-year contract (with the option to renew for a term up to three additional years) to the lowest bid, most responsible, responsive contractor whose response meets or exceeds the County’s requirements. The bid includes descriptions of specific functionality of the equipment and services that are required; however, contractors may propose advanced technologies and different services if they meet or exceed the requirements set forth in the bid. Responses must clearly explain how any alternatives meet or exceed the bid requirements and how the alternatives will achieve the same goals and results. 1.7 Other governmental entities under agreement with the County may have access to services provided hereunder (see also Sections 4.15 and 4.16 below). SERIAL 220208-S 2.0 BUSINESS REQUIREMENTS 2.1 The contractor shall furnish all necessary services, qualified personnel, tools/equipment, transportation, and facilities, not otherwise provided by OET to successfully maintain the operation and performance levels of County’s Avaya, Genesys, Serenova Call Recording and OpenText Enterprise Voicemail system. This includes system monitoring, preventive maintenance, upgrades, troubleshooting, and on-site repair services, parts, and mileage as required for continuous telecommunications service supporting business operations 24 hours a day, 7 days a week. 2.2 The contractor shall provide pricing as described in Attachment D – Pricing Sheet, to include an annual fee that covers all services described herein, an hourly fee for services outside of those described herein, and a percentage discount for purchases of new equipment. 2.3 A successful transition from the current vendor maintenance contracts ending no later than June 30, 2022, to a contractor awarded this contract beginning no later than July 1, 2022, is required. Therefore, it is imperative that the awarded contractor participate in orientation period as well as a series of joint workshops in the first 45 days of the contract following award to gather all knowledge necessary on OET voicemail, call recording and adjunct systems, maintenance, and operations processes to best achieve all the contract required performance objectives in the Service Level Agreement (SLA) (Exhibit 7) and as defined in Section 3 of the solicitation. 2.4 OET partners with Iron Mountain (formerly IO Data Centers) for data center space and currently uses the locations in Phoenix and Scottsdale as a primary and secondary data center sites respectively. As an alternative OET, at times, refers to the Scottsdale data center as its “fail-over” site. The addresses for the data centers are as follows: Phoenix Iron Mountain Scottsdale Iron Mountain 615 North 48th Street 8521 East Princess Drive Phoenix, AZ 85008 Scottsdale, AZ 85255 Avaya Sold To: #5234262 Avaya Sold To: #5347923 2.5 The address for the MCSO Headquarters location is as follows: Maricopa County Sheriff’s Office 550 W. Jackson Street Phoenix, AZ 85003 Avaya Sold To: #5368797 2.6 Within the campus environment the County employs a Layer 3 routed network methodology using the latest Cisco hardware. Additionally, all segments of the network where VoIP technology exists have been tested using Avaya’s Network Assessment service to ensure appropriate levels of latency, packet loss and jitter. It is important to note that between the data centers, the County OET has a relatively unique and advanced network design using a Layer 2 “stretch” methodology to have devices in geographically diverse locations logically appear to be adjacent to one another. This has allowed OET to deploy server-based redundancy across the data centers when and where appropriate. 2.7 As of this writing the version numbers of the systems and services located below are correct. However, OET has initiated with Avaya an upgrade of the Avaya Production core to 8.1.3. Expected time to complete this effort is in February to April of 2022. Therefore, the versions of the environment that is ultimately taken over by the awarded contractor to this bid will be different but updated to more current versions. 2.8 An upgrade of the Serenova call recording platform is also going to be completed during this same timeframe to address a potential issue with compatibility. As a result, the software version of the call recording platform will be v5.7. SERIAL 220208-S 3.0 SPECIFICATIONS 3.1 AVAYA PHYSICAL ENVIRONMENT OVERVIEW (SEE EXHIBIT 3) 3.1.1 Originally, installation was started in 2011 with rollouts to the rest of the County areas over the subsequent four years. 3.1.2 Maricopa County has an Avaya VoIP core with a total of 68 G450 media gateways with four in each in both the Phoenix and Scottsdale data centers and the remaining units located in various buildings throughout the County. 3.1.3 The core is comprised of a set of duplex Communication Managers (CM) along with a set of Enterprise Survivable Servers (ESS) with the CM’s being in the Phoenix data center and the ESS’s in the Scottsdale data center. 3.1.4 Currently the County has 14,048 Power Licenses on a running CM/ESS version of 6.3.14. 3.1.5 Local Survivable Processor (LSP) based systems are located at approximately 60 non-core or “remote” sites throughout the County located in G450. LSP’s are a combination of 8300 G450 installed cards both “D” and “E” vintages with some larger remote sites having Dell servers provide the LSP functionality. 3.1.6 (Two) geo-redundant System Managers (one in each data center) 3.1.7 (Two) sets of geo-redundant Session Managers (two in each data center) running version 6.3.17. 3.1.8 At the remote sites there are BSM (Branch Session Managers)/LSP systems providing VoIP resiliency should that site become severed from the campus network or lose connectivity to the core network. 3.1.9 Application Enablement Server (AES) running version 6.3.3.9.10 located in the Phoenix data center. 3.1.10 Call Management System (CMS) version 18 is located in the Phoenix data center. 3.1.11 Experience Portal (AAEP) version 7.2.3 located in the Phoenix data center, which is running multiple, in-house developed applications along with an Avaya provided Survey Assist provided application. 3.1.12 Survey Assist application is co-resident on the AAEP running version 4.0.2 3.1.13 Multiple, redundant Session Border Controllers version 7.2.2.4, one in each data center with a management server located in Phoenix data center. 3.1.14 Two Secure Access Link (SAL) servers are located in our demilitarized zone (DMZ) space running version 3.2.1.0.11 3.1.15 SLAMon application located in Phoenix data center running version 3.2.1 3.1.16 Presence Server as part of the Unified Communications (U.C.) functionality running version 6.2.0.0 3.1.17 Avaya Aura Conferencing (AAC) AAC8 3.1.18 Scopia Conferencing 8.3.912.9 SERIAL 220208-S 3.1.19 The County also runs call center Elite for its approximate 50 call centers of various size and capability. 3.2 AVAYA CORE LAB 3.2.1 Located in our South Court Tower Building, 4th floor 3.2.2 Comprised of simplex Communication Manager running 8.1 3.2.3 LSP is provided by an 8300E installed in a G450 3.2.4 BSM running 8.1 3.2.5 (Two) G450 gateways 3.2.6 AES – Application Enablement Server 3.2.7 System Manager – 8.1 3.2.8 Session Manager – 8.1 3.3 MCSO Headquarters (HQ) 3.3.1 Comprised of Duplex CM Core running R016x.03.0.124.0 3.3.2 Duplex CM ESS running R016x.03.0.124.0 3.3.3 (Eight) Avaya G450 Media Gateways running 36.14.0 3.3.4 (Six) G450 located in HQ 3.3.5 (Two) G450 located in Lower Buckeye Jail (LBJ) 3.3.6 Standalone System Manager running 6.3.12.0.631208 3.3.7 (Two) Session Manager running 6.3.12.0.631208 3.3.8 (One) Installed in HQ 3.3.9 (One) Installed in LBJ 3.3.10 Application Enablement Services running 6.3.1.0.19-0 3.4 CURRENT OPENTEXT ENTERPRISE VOICEMAIL SYSTEM (SEE EXHIBIT 4) 3.4.1 The County operates OpenText CallXpress Advanced Messaging - 200 ports. 3.4.1.1 Serial Number: 1332303109006 3.4.1.2 Current Server Version: 9.0.3.1770. It should be noted that the server environment is virtualized and provided by the County. 3.4.2 There are approximately 12,000 voicemail users. 3.4.3 The OpenText system was originally installed in 2009. SERIAL 220208-S 3.4.4 Connectivity to Avaya The OpenText Voicemail system is connected to an Avaya VoIP System release 6.3 utilizing both Session Initiation Protocol (SIP) & H.323 endpoints. Integration between the Avaya and OpenText platforms is strictly SIP through the Avaya Session Managers. 3.4.5 Unified messaging environment The County has not deployed unified messaging services to its internal customers; these features may be offered in the future in conjunction with other unified communications. 3.4.6 The maintenance contract includes the OpenText XpressCare program or equivalent for full software maintenance to ensure optimal software performance, continued stability, and on-going compatibility. 3.4.7 Auto Attendant Functions Call Management System and Voice Announcements: The OpenText system supports several call routing and announcement options for multiple departments. The integrity of such programming is critical to County operations, requiring adequate back-up and restore procedures in case of system programming loss. 3.4.8 Contact Centers There are a few small call centers using call routing and system announcements; some of these call centers have been migrated to the Avaya contact center system. 3.4.9 Potential Future Functions 3.4.9.1 The County may, at its discretion, augment the system’s functionality by using other optional modules and capabilities of the OpenText system to support other functions such as, but not limited to, integration of the system with other messaging systems. The contractor must have the technical capabilities to implement these functions and support ongoing MAC orders as needed. 3.4.9.1.1 Fax Integration: The County may decide to integrate a unified messaging-fax solution. 3.4.9.1.2 Personal Assistant functionality: The County may decide to roll the personal assistant feature out on a broader scale. 3.4.9.1.3 Text to Speech: The County may decide to integrate unified messaging-text to speech solution to integrate seamlessly with OET Exchange. 3.4.10 Speech Recognition: The County may decide to integrate the speech recognition function into the unified communications platform supported by both Avaya & Microsoft (Teams). 3.5 GENESYS PURE CONNECT ENVIRONMENT (SEE EXHIBIT 5) 3.5.1 OET maintains a separate, parallel call processing environment for multiple call centers, two of which have been recently migrated to the Avaya platform. As a result, the remaining call center “STAR”, which handles calls for the County’s Elections, Assessor and Treasurer departments is still using the Genesys Pure Connect environment. This call center is very high profile with direct reporting to SERIAL 220208-S multiple elected officials and it is of high priority to OET to ensure this environment and the call center solution is maintained and supported. 3.5.1.1 Internally, we refer to this system as the CIC (Customer Interaction Center) because that was its common name before the acquisition of Interactive Intelligence (i.e., I3) by Genesys. 3.5.2 The system is a redundant configuration spanning both of our data centers and comprised of the following equipment. 3.5.2.1 (Two) physical application servers with one each in each data center 3.5.2.2 (Four) physical gateways with two each in the Phoenix and two in the Scottsdale 3.5.2.3 Trunking or carrier connectivity is accomplished with eight Primary Rate Interfaces (PRIs) in Phoenix and eight PRIs in Scottsdale. 3.5.2.4 There are multiple virtualized servers in the environment as well with the following services residing on virtual servers: 3.5.2.4.1 (Two) media server 3.5.2.4.2 Marquee Server 3.5.2.4.3 Monitor Server 3.5.2.4.4 Arch server 3.5.2.4.5 Production Structured Query Language (SQL) server 3.5.2.4.6 Test application server 3.5.2.4.7 Test media server 3.5.2.4.8 Test SQL server 3.5.3 The following applications are commonly run and used to support and maintain this environment: 3.5.3.1 Interaction Administrator 16.2.0.342 3.5.3.2 Internal Control Business Manager 3.5.3.3 Interaction Attendant 16.2.0.342 3.5.3.4 Interaction Desktop Client 3.5.4 It should be noted that the County’s intended direction is to migrate the STAR call center off this platform and on to the Avaya at an appropriate time eventually sunsetting this entire environment. 3.6 SERENOVA ENTERPRISE CALL RECORDING SYSTEMS (EXHIBIT 6) 3.6.1 It should be noted there are two call recording environments that need to be supported. One is used in our Benefits department and is considered a dedicated system for that group. The other is referred to as an “Enterprise” system and is used for the recording needs of all other departments. As such, we refer to our call SERIAL 220208-S recording systems as either the “Benefits” system or the “Enterprise system. A technical overview of both systems is below: 3.6.1.1 Serial Number Benefits = V2013101875 Enterprise = V2014060402 3.6.1.2 Release version Benefits = 5.5.14.2 Enterprise = 5.5.14.2 3.6.1.3 Users Benefits = 16 port/ licenses & 16 users Enterprise = 100 port/ licenses & 35 users 3.6.1.4 Installation date Benefits = pre-2013 Enterprise = 2014 3.7 SCOPIA VIDEO & AUDIO CONFERENCING 3.7.1 As part of the overall telephone & U.C. environment the County currently has deployed an Avaya Scopia Video solution comprised of the following equipment and 250 multipoint ports and approximately 100 XT5000 configured conference rooms all running version 9.2.4.132: 3.7.1.1 (Two) multipoint control unit’s (MCU’s) running version 8.3.9.28 in a redundant configuration with one in Phoenix and one in Scottsdale 3.7.1.2 (One) Version 8.3.9 Desktop Server 3.7.1.3 (One) Version 8.3.7 Pathfinder Server in Phoenix 3.7.1.4 Scopia Management 8.3.9.0.48 3.7.2 In addition to the Scopia environment, that will morph into the Equinox solution once our upgrade is complete, the County also has deployed a broad install base of Microsoft Teams being used primarily for desktop video & audio conferencing and collaboration. 3.7.3 As mentioned in 3.1.17 above, the County has deployed an AAC version eight platform. As part of the upgrade this system will be converted into the Equinox platform. 3.8 TRUNKING 3.8.1 Within the County’s multi-vendor, multiple system environment there are several different types of trunking methods currently deployed. Most of which are provided by our primary carrier, Lumen (aka CenturyLink). 3.8.2 The County has multiple 1FB circuits deployed all over the County for use with fax machines, credit card readers, alarms and elevators. Some of these circuits are stand-alone and terminate directly into the equipment for which they’re providing service and many others are connected to a core system and provide connectivity to multiple services. SERIAL 220208-S 3.8.3 Connected to the core the primary type of circuit is ISDN PRI and have approximately 13 PRIs in each data center for the Avaya core. The Genesys solution trunking is noted above. 3.8.4 Lastly, as part of on-going projects and enhancing our ability to connect to other services providers the County has installed a redundant pair of SIP trunks, one each in the Phoenix and Scottsdale data centers. These terminate into a redundant set of Avaya SBC’s and will be instrumental in paving the County’s path toward migrating away from the PRI environment and having a more robust and capable circuit connections. 3.9 UPGRADES, EXPANSIONS, AND NEW CAPABILITIES DEPLOYMENT 3.9.1 During the contract period, County OET will open and close facilities, expand and shrink other facilities, and vary staffing levels, as needed. 3.9.2 The contractor shall, upon request, provide a methodology, including project management, to ensure successful on-time and on-budget upgrades, expansions, and new capabilities deployment to the Avaya, Genesys, OpenText, Serenova and adjunct systems. 3.10 UPTIME REQUIREMENTS Contractor shall leverage system redundancies to ensure that the system is always fully functional, regardless of percentage of the system that is operational (see Exhibit 7 – Service Level Agreement (SLA)). Uptime requirements shall be in accordance with the SLA. 3.11 MAINTENANCE REQUIREMENTS Contractor shall provide maintenance and support for the period specified in the pricing schedule. This support plan will cover the replacement of defective components, software patches, the potential integration to other platforms, and the necessary labor to troubleshoot and perform all repairs as needed. Expected service level response to service calls are specified in Exhibit 7 – Service Level Agreement (SLA). 3.12 PRIORITIZATION OF INCIDENTS 3.12.1 The following table provides details on how incidents should be prioritized: INCIDENT PRIORITIZATION Priority Description Response Time LEVEL ONE - The supported product is totally out of service with no acceptable work possible, resulting in a loss of service affecting all users at a single site. - Serious interruptions to the production system. - Tasks that should be executed immediately cannot be performed. - 50 percent or more of the core hardware is non-functioning one hour LEVEL TWO - The supported product is operating with reduced functionality causing significant impact to the customer’s business operations, or the loss of two hours SERIAL 220208-S service impacting more than 25 percent of all users at a single site. - Processing can continue in a restricted manor LEVEL THREE - The supported product is operating with reduced functionality causing little or no impact to the customers’ business operations, or the loss of service to less than 25 percent of all users at a single site. - Product alarms identified as minor alarms four hours MAC - Informational only or moves, adds, changes, or minor outages defined as such by the County 24 hours 3.12.2 Based on the priority and initial assessment, a service representative shall work to resolve issues and/or engage a senior technical resource to assist with incident resolution. Issues that are not nearing resolution within the identified timeframe shall be escalated to the next level of support. 3.13 MINIMUM SERVICE LEVEL REQUIREMENTS 3.13.1 Contractor shall provide service and adhere to system uptime service requirements as indicated in the SLA (see Exhibit 7 – Service Level Agreement (SLA)). 3.13.2 Contractor shall respond within one hour for any Level One disruption in the system. 3.13.3 Contractor shall respond within two hours for any Level Two disruption. 3.13.4 Contractor shall respond within four hours for any Level Three disruption. 3.13.5 Contractor shall respond within 24 hours for any MAC requests. Contractors shall complete MAC requests within five days of request. 3.13.6 The contractor shall provide preventative maintenance including remote access to monitor system alarms and integrate the system to insure proper functionality and service levels. 3.13.7 Contractor shall schedule all service through OET by contacting OET points of contact; contact information will be provided at time of award. 3.13.8 Contractor shall not make changes to the system without preapproval from the County. 3.13.9 Contractor shall provide support and maintenance of the unified messaging system with minimal disruption to the County, including operating systems on servers, and including but not limited to: 3.13.9.1 help desk support of the proposed solution 24 hours a day, 7 days a week, including remote monitoring and dispatch of qualified technicians if necessary 3.13.9.2 software/hardware maintenance support during the contract period 3.13.9.3 maintenance, service and support dealing with all system alarms and malfunctions SERIAL 220208-S 3.13.9.4 technical assistance and updates as needed for software upgrades to ensure the hardware and licensing applications remain within compliance with service/warranty levels with manufacturer 3.13.9.5 installations and revision upgrades/service packs and patches shall be performed afterhours unless otherwise approved and authorized in writing by OET 3.13.9.6 written notification of major product release 90 calendar days prior to release 3.13.9.7 notification of system vulnerabilities or equipment compatibility issues via email within an hour of discovery 3.13.10 Contractor shall ensure that technician(s) have authorization and proper training certification, as required by manufacturer, to perform maintenance on the devices without violation of warranty. 3.13.11 Work should be performed by technicians who have been screened, background checked, and are approved to work within County facilities. Technicians shall arrive onsite prepared with all tools and parts required to perform the job. The County will not pay for multiple trips to retrieve parts. 3.13.12 Contractor shall coordinate with other vendors, including other County agencies, when required, for unified messaging network integration and maintenance during installations or upgrades as requested. 3.13.13 The County uses various and commonly available applications for virus protection. Contractor shall provide all the necessary virus protection updates in compliance with vendor and OET requirements where applicable. 3.14 WIRING STANDARDS 3.14.1 Contractor’s standards, including cable and wire installation, shall comply, over the course of the contract, with the wiring standards adopted by OET; OET wiring standards are compliant with industry best practices and standards. 3.14.2 Contractor’s standards shall be in accordance with the Building Industry Consulting Service International (BICSI). 3.14.3 Contractor shall ensure that all cable and wire installed by the contractor shall be in accordance with National Electrical Code, the National Fire Protection Association, and all local regulations governing such installations (e.g., Plenum rated cable wire in air plenum return ceilings). 3.14.4 Contractor shall be responsible for adhering to building specific guidelines concerning the installation of wiring in dropped ceilings. 3.15 NEW/REPLACEMENT EQUIPMENT & SOFTWARE 3.15.1 Contractor shall only use new equipment, parts, and software unless otherwise approved and authorized in writing by OET. 3.15.2 Contractor shall maintain a full spare parts inventory in the Phoenix metropolitan area. SERIAL 220208-S 3.16 SOFTWARE SUPPORT AND UPGRADES 3.16.1 OET’s standard operation procedures require necessary software updates to minimize outages and cause the least amount of disruption to OET customers. Contractor shall coordinate with OET on all upgrades. 3.16.1.1 OET WITNESSING 3.16.1.1.1 OET will have the right to witness all system upgrades and related tests. 3.16.1.1.2 Contractor shall notify OET at least five working days prior to the starting of all factory, subsystem, and system level testing. 3.16.1.1.3 OET will have the right to request all test reports and to conduct a review of all testing. 3.16.1.2 UPGRADE NOTIFICATION PLAN 3.16.1.2.1 The contractor shall, through the normal course of maintaining the telephony environment and systems provide recommendations for system and software upgrades. 3.16.1.2.2 In the case of new software level releases, OET may elect to accept the later versions of the software. The existing software shall be maintained to conform to and perform in accordance with the manufacturer functional descriptions and data requirements. 3.16.1.2.3 The contractor shall furnish full documentation of all changes and/or modifications to the system that have been provided to meet OET requirements. 3.16.1.2.4 The contractor shall furnish the most current version of user manuals and publications for all system and software upgrades provided under this contract. 3.16.1.2.5 For any software upgrade, the contractor shall define a specific written action plan that includes the following: 3.16.1.2.5.1 Preconditions to be met prior to the installation 3.16.1.2.5.2 Explanations of any outages, if any, with length of outage predicted 3.16.1.2.5.3 Resources to include material, technicians, and time 3.16.1.2.5.4 Descriptions of the steps or actions that must take place for the work to be done 3.16.1.2.5.5 An owner of each step or action 3.16.1.2.5.6 A definition of what success is SERIAL 220208-S 3.16.1.2.5.7 A plan to revert to the prior condition before the upgrade or new installation, if the installation goes askew at a decision point in time for this, if necessary. 3.17 MAINTENANCE (SOFTWARE RELEASE MANAGEMENT (SRM) OR EQUIVALENT) 3.17.1 Contractor shall supply support to sustain all telephony and adjunct systems software and for complete maintenance support for all telephony systems hardware where applicable, except for station equipment. 3.17.2 The contractor shall manage their technicians to apply all patches, apply all firmware updates, and perform all reboots of all telephony equipment as recommended by the manufacturer. 3.17.3 Contractor shall notify OET immediately, in writing, when end-of-manufacturing and end-of-service dates are known for any component item or software for the OET-owned telephony and adjunct systems. 3.18 CUSTOMER SERVICE CENTER The contractor shall provide a single, toll free, Customer Service Center as well as secured web access for maintenance requests (trouble reports) 24 hours a day, 7 days a week for OET staff. The contractor shall guarantee that sufficient contractor staff and equipment are available and functioning to accommodate uninterrupted receipt of maintenance requests. 3.19 FEATURES AND REQUIREMENTS 3.19.1 The contractor shall maintain all applicable software and hardware required to support all features, services, and capabilities for the telephony systems which are allowed by the current system configuration and are contained in the original equipment manufacturer standards and practices. 3.19.2 The contractor shall support all features that are supported by the telephony systems for any new products that are introduced into any system, and do not violate any existing warranties and guarantees. 3.19.3 The contractor shall maintain the telephony system’s applicable hardware/software to ensure that all hardware, software, ancillary devices and activated features and services are performing in accordance with Original Equipment Manufacturer (OEM) standards and in accordance with the performance objectives. 3.20 UNINTERRUPTED POWER SUPPLY (UPS) The contractor shall be available to coordinate with OET for power failure tests as needed and as designated by OET. 3.21 SPECIAL HANDLING/NOTIFICATION INSTRUCTIONS During the term of this contract and designated by OET, the contractor shall review and edit with OET representatives the special handling/notifications instructions at all Level 1, 2, 3, and MAC help desks regarding the OET account to optimize the support relationship of the contractor and to ensure all outage/restoral and troubleshooting actions to be as expedited, efficient, and effective as possible. SERIAL 220208-S 3.22 WORK MANAGEMENT 3.22.1 The contractor shall use their trouble ticket work order management system to track County telephony systems problems and their resolution actions. 3.22.2 The contractor shall provide a management support system and allow OET staff to access the system remotely throughout the contract. 3.22.3 No trouble ticket initiated by OET shall be closed without concurrence of the closure action by a OET staff member. 3.22.4 OET data and trouble tickets shall be archived for a minimum of one year. 3.23 ESCALATION 3.23.1 The contractor shall provide 24 hours a day, 7 days a week a human point of contact at “Level One” for trouble reporting and resolution. Escalation to Levels Two, Three and MAC shall smoothly occur if the trouble is not resolved. 3.23.2 When the service fails it must be restored, repaired or replaced in the most expeditious manner possible. When a contractor’s time to restore a telephony system that is not operational is exceeded, it is expected that the contractor shall escalate to the appropriate level of the contractor’s organization to obtain the resources, people, or parts so that the outage has ended, or service is returned to normal. It is mandatory for critical and major outages or service interruptions that the contractor accomplish root cause and case closure investigations and provide OET with the results of those analyses within 15 business days at no cost to OET. 3.24 OUTAGES AND SERVICE INTERRUPTIONS Critical Outage/Service Interruptions: Defined as the interruption of call recording and voicemail service that lasts more than 30 minutes at any entire site or for 50 percent of subscribers, or when there is the loss of the functionality of any IVR/auto attendant application. Contractor shall begin diagnostics immediately and contractor personnel shall be logged in and troubleshooting within one hour. Escalation to Level Two shall occur in two hours, to Level Three in four hours. 3.25 JOURNAL FILE OF ACCESS The contractor shall log all activities involving access into the County’s telephony systems during the term of this contract. The method should include time of day, date, person/activity connecting, and length of connection into the OET environment. 3.26 SYSTEM TEST PROCEDURES 3.26.1 Where repair functions require the replacement of equipment and/or software, the contractor shall provide a recommended system test procedure prior to system testing after the replacement of equipment and/or software. OET may modify this procedure. The contractor shall coordinate with OET to negotiate a mutually agreeable time for system test. The contractor shall perform the test in the presence of an OET staff member(s) and any of the OET consultants, if requested by OET. Any items failing the test shall be noted and corrected and retested. 3.26.2 An in-service cutover shall be completed on the scheduled date only after either the contractor has received notification from the OET that the system has successfully completed the system test procedures, or that sufficient test compliance has been achieved and that it is in the interest of the OET to proceed with cutover with test compliance postponed to a stipulated date. However, system SERIAL 220208-S test shall be fully and successfully completed before the performance period shall begin. 3.26.3 Most system tests shall be accomplished after hours and/or on weekends. 3.27 REMOTE ACCESS FOR MAINTENANCE AND SUPPORT 3.27.1 OET shall have login permission access to all maintenance procedures and system operations procedures excluding those which either provide access to operating system levels of software or which are not made available by the manufacturer for customer access. 3.27.2 OET may block access by contractor personnel and/or systems to OpenText systems through login ID removal and or password/permissions changes. The contractor shall notify OET by telephone immediately in the event contractor personnel and/or systems cannot access OET managed systems. 3.28 CRAFT PERFORMANCE EXPECTATION 3.28.1 The contractor shall insure that all walls, ceilings, and floors are returned to their normal appearance after completion of any work under this contract. The contractor shall remove and properly dispose of any debris created, and perform any necessary cleanup, of areas (including the switch room and wire closets) affected by the contractor's actions in performance of this contract, at no additional cost to the OET. 3.28.2 The contractor shall keep equipment rooms, wire closets and all other contractor assigned areas neat and clean at all times. 3.29 CONTRACTOR QUALIFICATIONS 3.29.1 Awarded contractor shall, at a minimum, be a current Avaya Business Partner in good standing with Avaya. Preference will be given to contractors who are business partners or authorized agents of multiple vendor’s products owned by the County. 3.29.2 Because the Avaya platform makes up the majority of the County’s core telephony environment, the chosen vendor shall minimally have and maintain two staff that are certified in the Avaya environment at no more than one release of what is currently generally available (G.A.). 3.29.3 OpenText Partner Certification: The contractor shall be a certified OpenText partner for a minimum of three years. A copy of the certification shall be provided in the bid. 3.29.4 Genesys Partner Certification: The contractor shall be a certified Genesys partner for a minimum of three years. A copy of the certification shall be provided in the bid. 3.29.5 Serenova Partner Certification: The contractor shall be a certified Serenova partner for a minimum of three years. A copy of the certification shall be provided in the bid. 3.29.6 The County has recently started moving into integrating with and completing controlled deployments of Microsoft Teams (aka “Teams Voice’) services and the County anticipates more demand for these services. Therefore, the awarded contractor shall minimally have and maintain one staff that serves as a subject matter expert (SME) for Teams Voice. This staff will serve as a SME to the vendor SERIAL 220208-S as well as to the County for the purposes of continual integration and build out of the Teams Voice environment. 3.29.7 The awarded contractor shall have “field” type staff that are able to dispatch to the County’s data center or any of the downtown Phoenix locations for on-site support and/ or work. 3.30 ACCEPTANCE For new installations and upgrades, a performance period of 30 continuous days without any system failures after going into service shall constitute a successful performance period. The performance period shall not begin until customer-monitored-system-testing has been fully and successfully completed. A failure of the system within a 30-day performance period shall cause a restart of the time counter when the system is restored from the failure and retested, and a new 30-day period of continuous service recommences. Invoicing may occur for the upgrade or new installation after the successful conclusion of the performance period. 3.31 WARRANTY 3.31.1 The minimum warranty period shall be 12 months for both parts and labor. Warranty repair and/or replacement shall be performed at no additional charge to the County. All warranty periods shall begin upon acceptance by the using agency. 3.31.2 The contractor shall warrant to OET that all materials furnished to OET in response to the bid are of original workmanship and design, belonging to contractor/manufacturer, and that OET is provided with all required licenses (such as Microsoft software, etc.) for use with the system provided. Contractor shall not violate the copyrights of others, make use of any trade secrets that belong to others, nor violate the patents of others. 3.31.3 The contractor shall guarantee from each product manufacturer that all project upgrades equipment and all related new components added to the OpenText & Serenova systems under the contract shall be functionally compatible and available for reorder purposes for a minimum of three years. 3.32 FACTORY AUTHORIZED SERVICE AVAILABILITY Cost of parts and/or software repaired/maintained under this contract shall be part of the annual maintenance service agreement price. The contract shall include replacement parts 24 hours a day, 7 days per week regardless of any maintenance pricing option selected by OET. The maintenance and support contract shall include the cost of any replacement parts. 4.0 PURCHASING REQUIREMENTS 4.1 DELIVERY 4.1.1 Delivery is desired as soon as possible, and details shall be stipulated on the purchase order. Contractor shall notify the County representative listed on the order if the requested delivery date and/or the anticipated lead time cannot be met. Failure to communicate to County changes in the order status may result in default proceedings. 4.1.2 Supplies or equipment shall be delivered between the hours of 8:00 a.m. and 5:00 p.m. MST, Monday through Friday, except on County recognized holidays or in instances where there is an alternate agreement between the vendor and the County for a specific delivery day and time. SERIAL 220208-S 4.1.3 Delivery shall be F.O.B. Destination Freight Prepaid. 4.2 EXPEDITED DELIVERY 4.2.1 If the department determines that expedited delivery or other alternate shipping is required, it shall notify the contractor. Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the department. 4.2.2 The department shall not advise the contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs, the department shall advise the contractor to proceed. 4.2.3 Upon receipt of material(s) and invoicing, the department shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The department shall retain all documents related to these costs within the agency purchase file. 4.3 SHIPPING DOCUMENTS A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 4.3.1 Contract serial number 4.3.2 Contractor’s name and address 4.3.3 Department name and address 4.3.4 Department purchase order number 4.3.5 A description of product(s) shipped, including item number(s), quantity(ies), number of containers and package number(s), as applicable 4.4 SHIPPING TERMS Bid price(s) and terms shall be F.O.B. Destination Freight Prepaid at the location(s) stipulated on the purchase order. All delivery locations are within Maricopa County. 4.5 OPERATING MANUALS Upon delivery of services, contractor shall provide comprehensive instructional manuals, operational manuals, service manuals, and schematic diagrams, if required by the department. 4.6 INSTALLATION Contractor shall be responsible to install and present for inspection all services and equipment in a complete and ready-for-use condition with all components functioning, cleaned and tested. Contractor’s price shall include delivery and installation of all equipment in complete operating condition. SERIAL 220208-S 4.7 TRAINING Contractor shall provide training services, upon request, to County personnel in the use and care of all equipment/materials and services (as applicable) and respond with hourly rate for such on-Attachment D – Pricing Sheet. All training shall take place on-site in Maricopa County. 4.8 FACILITIES During the course of this contract, the County may provide the contractor and contractor’s personnel adequate workspace for consultants and such other related facilities as may be required by contractor to carry out its obligation enumerated herein. 4.9 USAGE REPORT Contractor shall furnish the County a usage report upon request delineating the acquisition activity governed by the contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. 4.10 BACKGROUND CHECK Bidders/proposers need to be aware that they may be required to pass multiple background checks (e.g., Sheriff’s Office, County Attorney's Office, Courts, as well as County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, subcontractors, and employees. 4.11 INVOICES AND PAYMENTS 4.11.1 Contractor shall submit one legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address, and contact information • County bill-to name and contact information • Contract serial number • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (e.g., number of days or weeks) • Contract item number(s) • Arrival time and completion time (if applicable) • Description of purchase (product or services) • Pricing per unit of purchase • Extended price (by line item) • Total amount due 4.11.2 Commodities must be billed as separate line items. 4.11.3 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order. 4.11.4 Payment shall only be made to the contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After contract award, the contractor shall complete the Vendor Registration Form accessible through the County Department of Finance Vendor Registration website at https://www.maricopa.gov/5169/Vendor- Information. SERIAL 220208-S 4.11.5 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 4.11.6 EFT payments to the routing and account numbers designated by the contractor shall include the details on the specific invoices that the payment covers. Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 4.12 APPLICABLE TAXES 4.12.1 It is the responsibility of the contractor to determine any and all applicable taxes and include those taxes in their proposal. The legal liability to remit the tax is on the entity conducting business in Arizona. Tax is not a determining factor in contract award. 4.12.2 The County will look at the price or offer submitted and will not deduct, add, or alter pricing based on speculation or application of any taxes, nor will the County provide contractor any advice or guidance regarding taxes. If you have questions regarding your tax liability, seek advice from a tax professional prior to submitting your bid. You may also find information at https://www.azdor.gov/Business.aspx. Once your bid is submitted, the offer is valid for the time specified in this solicitation, regardless of mistake or omission of tax liability. If the County finds over payment of a project due to tax consideration that was not due, the contractor will be liable to the County for that amount, and by contracting with the County agrees to remit any overpayments back to the County for miscalculations on taxes included in a bid price. 4.12.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to their operation and any persons employed by the contractor. Contractor shall, and require all subcontractors to, hold the County harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under Federal and/or state and local laws and regulations, and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security, and Workers’ Compensation. Contractor may be required to establish, to the satisfaction of County, that any and all fees and taxes due to the City or the State of Arizona for any license or transaction privilege taxes, use taxes, or similar excise taxes are currently paid (except for matters under legal protest). 4.13 PERFORMANCE It shall be the contractor’s responsibility to meet the proposed performance requirements. The County reserves the right to obtain services on the open market in the event the contractor fails to perform, and any price differential will be charged against the contractor. 4.14 POST AWARD MEETING Contractor may be required to attend a post-award meeting with the department to discuss the terms and conditions of this contract. This meeting will be coordinated by the procurement officer of the contract. 4.15 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE) The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful respondent under this solicitation, a member of SAVE may access a contract resulting from a solicitation issued by the County. If contractor does not want to grant such access to a member of SAVE, state so in the bid. In the absence of a SERIAL 220208-S statement to the contrary, the County will assume that contractor does wish to grant access to any contract that may result from this bid. The County assumes no responsibility for any purchases by using entities. 4.16 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs) County currently holds ICPAs with numerous governmental entities. These agreements allow those entities, with the approval of the contractor, to purchase their requirements under the terms and conditions of the County contract. It is the responsibility of the non- County government entity to perform its own due diligence on the acceptability of the contract under its applicable procurement rules, processes, and procedures. Certain governmental agencies may not require an ICPA and may utilize this contract if it meets their individual requirements. Other governmental agencies may enter into a separate Statement of Work with the contractor to meet their own requirements. The County is not a party to any uses of this contract by other governmental entities. 5.0 CONTRACTUAL TERMS & CONDITIONS 5.1 CONTRACT TERM This Invitation for Bids is for awarding a firm, fixed price purchasing contract to cover a term of three year(s). 5.2 OPTION TO RENEW The County may, at its option and with the concurrence of the contractor, renew the term of this contract up to a maximum of three additional year(s), (or at the County’s sole discretion, extend the contract on a month-to-month basis for a maximum of six months after expiration). Contractor shall be notified in writing by the Office of Procurement Services of the County’s intention to renew the contract term at least 60 calendar days prior to the expiration of the original contract term. 5.3 CONTRACT COMPLETION In preparation for contract completion, the contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to, preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records and other data in the possession, custody, or control of the contractor that are required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 5.4 PRICE ADJUSTMENTS Any requests for reasonable price adjustments must be submitted 60 calendar days prior to the contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County will issue written approval of the change and provide an updated version of the contract. The new change shall not be in effect until the date stipulated on the updated version of the contract. 5.5 INDEMNIFICATION 5.5.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses, or expenses are not covered and paid by insurance purchased by the contractor, the contractor shall defend, indemnify, and hold harmless the County (as Owner), its agents, representatives, officers, directors, officials, and employees SERIAL 220208-S from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from, the negligent acts, errors, omissions, or mistakes relating to the performance of this contract. 5.5.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment of, or destruction of tangible property, including loss of use resulting therefrom, caused by negligent acts, errors, omissions, or mistakes in the performance of this contract, but only to the extent caused by the negligent acts or omissions of the contractor, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. 5.5.3 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this section. 5.5.4 The scope of this indemnification does not extend to the sole negligence of County. 5.6 INSURANCE 5.6.1 Contractor, at contractor’s own expense, shall purchase and maintain, at a minimum, the herein stipulated insurance from a company or companies duly licensed by the State of Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 5.6.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this contract. 5.6.3 In the event that the insurance required is written on a claims-made basis, contractor warrants that any retroactive date under the policy shall precede the effective date of this contract and either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed. 5.6.4 Contractor’s insurance will be primary insurance as respects County, and any insurance or self-insurance maintained by County will not contribute to it. 5.6.5 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 5.6.6 The insurance policies may provide coverage that contains deductibles or self- insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. SERIAL 220208-S 5.6.7 The insurance policies required by this contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials, and employees as additional insureds. 5.6.8 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials, and employees for any claims arising out of contractor’s work or service. 5.6.9 If available, the insurance policies required by this contract may be combined with Commercial Umbrella Insurance policies to meet the minimum limit requirements. If a Commercial Umbrella insurance policy is utilized to meet insurance requirements, the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers. 5.6.9.1 Commercial General Liability Commercial General Liability (CGL) insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third-party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 5.6.9.2 Automobile Liability Commercial/Business Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the contractor’s work or services or use or maintenance of the premises under this contract. 5.6.9.3 Workers’ Compensation 5.6.9.3.1 Workers’ Compensation insurance to cover obligations imposed by Federal and state statutes having jurisdiction of contractor’s employees engaged in the performance of the work or services under this contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 5.6.9.3.2 Contractor, its subcontractors, and sub-subcontractors waive all rights against this contract and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability, or Commercial Umbrella Liability insurance obtained by contractor, its subcontractors, and its sub-subcontractors pursuant to this contract. SERIAL 220208-S 5.6.9.4 Errors and Omissions/Professional Liability Insurance Technology Errors & Omission insurance: Such insurance shall cover any and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. Each claim $5,000,000 In the event that the Technology Errors & Omission insurance required by this contract is written on a claims-made basis, contractor warrants that any retroactive date under the policy shall precede the effective date of this contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years, beginning at the time work under this contract is completed. 5.6.9.5 Cyber, Network Security, and Privacy Liability Cyber, Network Security and Privacy Liability Insurance with a limit of not less than $5,000,000 per occurrence. The policy shall include, but not be limited to; coverage for all directors, officers, agents and employees of the contractor, losses with respect to network risks (such as data breaches, unauthorized access or use, and ID theft of data), invasion of privacy (regardless of the type of media involved in the loss of private information), crisis management, identity theft response costs, breach notification costs, credit remediation, and credit monitoring, defense, and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, electronic data restoration expenses (data asset protection), network business interruption, computer fraud coverage, funds transfer loss, third-party fidelity, theft, no requirement for arrest and conviction, and loss outside the premises of the named insured. 5.6.9.6 Certificates of Insurance 5.6.9.6.1 Prior to contract award, contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the contract in the form provided by the County, issued by contractor’s insurer(s), as evidence that policies providing the required coverage, conditions, and limits required by this contract are in full force and effect. Such certificates shall identify this contract number and title. 5.6.9.6.2 In the event any insurance policy(ies) required by this contract is (are) written on a claims-made basis, coverage shall extend for two years past completion and acceptance of contractor’s work or services and as evidenced by annual Certificates of Insurance. 5.6.9.6.3 If a policy does expire during the life of the contract, a renewal certificate must be sent to County 15 calendar days prior to the expiration date. 5.6.9.7 Cancellation and Expiration Notice Applicable to all insurance policies required within the insurance requirements of this contract, contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without 30 calendar days prior written notice to SERIAL 220208-S Maricopa County. Contractor must provide notice to Maricopa County, within two business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed, or hand delivered to 160 South 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 5.7 FORCE MAJEURE 5.7.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this contract, if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes include, but are not limited to, acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or failure of electricity or telecommunication service, and pandemic. 5.7.2 Each as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 5.7.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 5.8 ORDERING AUTHORITY Any request for purchase shall be accompanied by a valid purchase order issued by a County department or directed by a Certified Agency Procurement Aid (CAPA) with a purchase card for payment. 5.9 AVAILABILITY OF FUNDS 5.9.1 The provisions of this contract relating to payment shall become effective when funds assigned for the purpose of compensating the contractor as herein provided are actually available to County for disbursement. The County will be the sole judge and authority in determining the availability of funds under this contract. County will keep the contractor fully informed as to the availability of funds. 5.9.2 If any action is taken by any state agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this contract. In the event of termination, County will be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this contract. County will give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance. SERIAL 220208-S 5.10 PROCUREMENT CARD ORDERING CAPABILITY County may opt to use a procurement card (VISA or Mastercard) to make payment for orders under this contract. 5.11 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION This contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this contract when the County identifies a need and proper authorization and documentation have been approved. 5.12 PURCHASE ORDERS 5.12.1 County reserves the right to cancel purchase orders within a reasonable period of time after issuance. Should a purchase order be canceled, the County agrees to reimburse the contractor for actual and documentable costs incurred by the contractor in response to the purchase order. The County will not reimburse the contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, or for shipment of product prior to issuance of purchase order. 5.12.2 Contractor agrees to accept verbal notification of cancellation of purchase orders from the County with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 5.13 SUSPENSION OF WORK The procurement officer may order the contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the procurement officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. 5.14 STOP WORK ORDER 5.14.1 The procurement officer may, at any time, by written order to the contractor, require the contractor to stop all, or any part, of the work called for by this contract for a period of 90 calendar days after the order is delivered to the contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop work order is delivered to the contractor, or within any extension of that period to which the parties shall have agreed, the procurement officer shall either: 5.14.2 cancel the stop work order; or 5.14.3 terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience clause of this contract. 5.14.4 The procurement officer may make an equitable adjustment in the delivery schedule and/or contract price, and the contract shall be modified, in writing, accordingly, if the contractor demonstrates that the stop work order resulted in an increase in costs to the contractor. SERIAL 220208-S 5.15 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the contractor. 5.16 TERMINATION FOR DEFAULT 5.16.1 The County may, by written Notice of Default to the contractor, terminate this contract in whole or in part if the contractor fails to: 5.16.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 5.16.1.2 make progress, so as to endanger performance of this contract; or 5.16.1.3 perform any of the other provisions of this contract. 5.16.2 The County’s right to terminate this contract under these subparagraphs may be exercised if the contractor does not cure such failure within 10 business days (or more if authorized in writing by the County) after receipt of a Notice to Cure from the procurement officer specifying the failure. 5.17 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that, pursuant to Arizona Revised Statute (A.R.S.) § 38-511, the County may cancel any contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County is at any time, while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or consultant to any other party of the contract with respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County from any other party to the contract arising as the result of the contract. 5.18 OFFSET FOR DAMAGES In addition to all other remedies at Law or Equity, the County may offset from any money due to the contractor any amounts contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 5.19 SUBCONTRACTING 5.19.1 Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the bid serial number and identify the job or project. 5.19.2 The subcontractor’s rate for the job shall not exceed that of the prime contractor’s rate, as bid in the pricing section, unless the prime contractor is willing to absorb any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime contractor, who in turn shall pass-through the costs to the County, without mark- up. A copy of the subcontractor’s invoice must accompany the prime contractor’s invoice. SERIAL 220208-S 5.20 AMENDMENTS All amendments to this contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 5.21 ADDITIONS/DELETIONS OF SERVICES The County reserves the right to add and/or delete services to a contract. If additional services are required from a contract, prices for such additions will be negotiated between the contractor and the County. 5.22 RIGHTS IN DATA 5.22.1 The County shall have the use of data and reports resulting from a contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a contract and to the performance thereunder. 5.22.2 Data, records, reports, and all other information generated for the County by a third party as the result of a contract are the property of the County and shall be provided in a format designated by the County or shall be and remain accessible to the County into perpetuity. 5.23 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 5.23.1 In accordance with section MC1-373 of the Maricopa County Procurement Code, the contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract for six years after final payment or until after the resolution of any audit questions which could be more than six years, whichever is latest. The County, Federal or state auditors and any other persons duly authorized by the department shall have full access to and the right to examine, copy, and make use of, any and all said materials. 5.23.2 If the contractor’s books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract are not sufficient to support and document that requested services were provided, the contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 5.24 AUDIT DISALLOWANCES If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check, or a deduction from current invoices submitted by the contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the contractor by issuing a check payable to Maricopa County. 5.25 STRICT COMPLIANCE Acceptance by County of a performance that is not in strict compliance with the terms of the contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the contract. SERIAL 220208-S 5.26 VALIDITY The invalidity, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of the contract. 5.27 SEVERABILITY The removal, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of this contract. 5.28 RELATIONSHIPS 5.28.1 In the performance of the services described herein, the contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co- employee, partnership, principal and agent, or joint venture between the County and the contractor. 5.28.2 The County reserves the right of final approval on proposed staff. Also, upon request by the County, the contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 5.29 NON-DISCRIMINATION Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, contractor shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf) 5.30 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 5.31 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 5.31.1 The undersigned (authorized official signing on behalf of the contractor) certifies to the best of his or her knowledge and belief that the contractor, its current officers, and directors: 5.31.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States department or agency or any state, or local jurisdiction; 5.31.1.2 have not within a three-year period preceding this contract: 5.31.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, state or local) transaction or contract; SERIAL 220208-S 5.31.1.2.2 been convicted of violation of any Federal or state antitrust statutes or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 5.31.1.3 are not presently indicted or criminally charged by a government entity (Federal, state or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, state or local) transaction or contract; 5.31.1.4 are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and 5.31.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, state or local) terminated for cause or default. 5.31.2 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 5.31.3 Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e., transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this contract. If this clause is applicable to a subcontractor, the contractor shall include the information required by this clause with their bid. 5.32 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 5.32.1 By entering into the contract, the contractor warrants compliance with the Immigration and Nationality Act (INA using E-Verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. § 23-214(A). Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the procurement officer upon request. These warranties shall remain in effect through the term of the contract. Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the contract and verify employee compliance using the E-Verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at www.uscis.gov. 5.32.2 The County retains the legal right to inspect documents of contractor and subcontractor employees performing work under this contract to verify compliance with paragraph 5.32.1 of this section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default, and suspension and/or debarment of the contractor. All costs necessary to verify compliance are the responsibility of the contractor SERIAL 220208-S 5.33 CONTRACTOR LICENSE REQUIREMENT 5.33.1 Contractor shall procure all permits, insurance, and licenses, and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any requirements, by any and all governmental or non- governmental entities as mandated to maintain compliance with and remain in good standing. Contractor shall keep fully informed of existing and future trade or industry requirements, and Federal, state, and local laws, ordinances, and regulations which in any manner affect the fulfillment of a contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 5.33.2 Contractor furnishing finished products, materials, or articles of merchandise that will require installation or attachment as part of the contract shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the contract. Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular contract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the contract. 5.34 INFLUENCE 5.34.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct, may be grounds for disbarment or suspension under MC1-902. 5.34.1.1 An attempt to influence includes, but is not limited to: 5.34.1.2 A person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy that is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. 5.34.2 If a person attempts to influence any employee or agent of Maricopa County, the chief procurement officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 5.34.3 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS. 5.35 CONFIDENTIALITY In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a bid to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge, or disseminate to any third-party persons or entities, any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. If the offeror does disclose County SERIAL 220208-S proprietary or confidential information to a third-party in preparing a response to this solicitation, it shall require the third-party to acknowledge and comply with this provision. 5.36 CONFIDENTIAL INFORMATION 5.36.1 Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the contractor’s obligation regarding such information. 5.36.2 Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the contract. Contractor’s procedures and controls, at a minimum, must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the contract, the County determines that the procedures and controls in place are not adequate, the contractor shall institute any new and/or additional measures requested by the County within 15 business days of the written request to do so. 5.36.3 Any requests to the contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 5.37 PUBLIC RECORDS Under Arizona law, all offers submitted and opened are public records and must be retained by the records manager at the Maricopa County Office of Procurement Services. Offers shall be open to public inspection and copying after contract award and execution, except for such offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an offeror believes that information in its offer or any resulting contract should not be released in response to a public record request, under Arizona law, the offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The records manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 5.38 INTEGRATION This contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, expressed, or implied. 5.39 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this contract, the contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 5.40 GOVERNING LAW This contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix, Arizona.