FORMAL PROPOSAL NORTEL EQUIP 0664A …bids.centerdigitalgov.com/2295_107807.pdfFormal Proposal No NORTEL_EQUIP___0664A Nortel Networks, AVST Voice Mail & Avaya Octel Voice Mail . Page

RETURN TO: Department of General Services PURCHASING DIVISION 201 West Colfax Avenue Department 304, 11th Floor Denver, CO 80202 Phone: (720) 913-8100 FAX: (720) 913-8101

CITY AND COUNTY OF DENVER

Department of General Services PURCHASING DIVISION

www.denvergov.org/purchasing

Buyer: Melissa Bordwine 720-913-8114

KEVIN PATTERSON MANAGER, GENERAL SERVICES

JOHN W. HICKENLOOPER MAYOR

JAMES P. MCINTYRE DIRECTOR OF PURCHASING

FORMAL PROPOSAL Proposal No. NORTEL_EQUIP___0664A

NORTEL NETWORKS, AVST VOICE MAIL & AVAYA OCTEL VOICE MAIL

SCHEDULE OF EVENTS

• Proposal Issued June 17, 2008

• Pre-Proposal Conference June 26, 2008 10:00 A.M. Local Time

• Deadline to Submit Additional Questions July 7, 2008 5:00 P.M. Local Time

• Response to Written Questions July 11, 2008

• Proposal Due Date July 16, 2008 3:00 P.M. Local Time

Vendor offers to furnish to the City and County of Denver the materials, supplies, products or services requested in accordance with the specifications and subject to the Terms and Conditions described herein.

VENDOR SIGN HERE

Company Name:

By:

(Printed or Typed Name) (Signature)

Signature constitutes acceptance of all Terms and Conditions listed on this form and all documents attached.

Formal Proposal No.NORTEL_EQUIP___0664A Nortel Networks, AVST Voice Mail & Avaya Octel Voice Mail

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Table of Contents

SECTION A: GENERAL INFORMATION & PROPOSAL INSTRUCTIONS....................... 3

A.1 SUBMISSION OF PROPOSALS: ....................................................................................... 3 A.2 PRE-PROPOSAL CONFERENCE...................................................................................... 3 A.3 PROPOSAL QUESTIONS................................................................................................... 3 A.4 ESTIMATED QUANTITIES:.............................................................................................. 4 A.5 ADDENDA........................................................................................................................... 4 A.6 ACCEPTANCE PERIOD..................................................................................................... 4 A.7 PRICING INSTRUCTIONS: ............................................................................................... 4 A.8 TECHNICAL REQUIREMENTS/STATEMENT OF WORK............................................ 4 A.9 PROPOSAL CONDITIONS AND PROVISIONS .............................................................. 4 A.10 GRATUITIES AND KICKBACKS:.................................................................................. 5 A.11 NON-COLLUSIVE VENDOR CERTIFICATION: .......................................................... 5 A.12 AWARDS:.......................................................................................................................... 6 A.13 BRAND AND/OR TRADE NAMES:................................................................................ 6 A.14 GREENPRINT DENVER POLICY AND GUIDANCE: .................................................. 6

A.14.a Environmentally Preferable Purchasing (EPP) Guidance and Prohibitions:................ 7 A.15 VENDOR PERFORMANCE MANAGEMENT: .............................................................. 7

SECTION B: SCOPE OF WORK AND TECHNICAL REQUIREMENTS............................. 8 B.1 BACKGROUND: ................................................................................................................. 8 B.2 SCOPE OF WORK:.............................................................................................................. 8 B.3 WARRANTY: ...................................................................................................................... 9 B.4 MAINTENANCE MATERIAL: .......................................................................................... 9 B.5 SECOND YEAR AND BEYOND MAINTENANCE AGREEMENT: .............................. 9 B.6 PREVENTATIVE MAINTENANCE: ............................................................................... 10 B.7 REPAIR RESPONSE TIME: ............................................................................................. 11 B.8 REPAIR RESPONSE TIME FAILURE LIABILITY:....................................................... 11 B.9 ACCESS REQUIREMENTS: ............................................................................................ 12 B.10 MAINTENANCE LOG:................................................................................................... 12 B.11 REPORTS/SERVICE REVIEW MEETINGS: ................................................................ 12 B.12 EXTENSION OR RENEWAL:........................................................................................ 13

SECTION C: PRICING / PROPOSAL ITEMS ....................................................................... 14 C.1 PRICING INFORMATION: .............................................................................................. 14 C.2 CHANGES: ........................................................................................................................ 14 C.3 PRICING: ........................................................................................................................... 14 C.4 PROPOSAL ITEMS:.......................................................................................................... 15

SECTION D: SAMPLE CONTRACT ..................................................................................... 22 D.1 CERTIFICATION UNDER § 8-17.5-102, C.R.S. ............................................................. 37

SECTION E: ADDITIONAL REQUIRED INFORMATION................................................. 38 E.1 REFERENCE LISTING: .................................................................................................... 38 E.2 DISCLOSURE OF PRINCIPALS:..................................................................................... 39 E.3 INSTRUCTIONS FOR USING INS-CERT.COM ............................................................ 41 E.4 VENDOR'S CHECK LIST................................................................................................. 42 E.5 VENDOR INFORMATION............................................................................................... 43

Formal Proposal No NORTEL_EQUIP___0664A Nortel Networks, AVST Voice Mail & Avaya Octel Voice Mail

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SECTION A: GENERAL INFORMATION & PROPOSAL INSTRUCTIONS

The City and County of Denver, hereinafter referred to as the City, desires to solicit proposals relating to the purchase of NORTEL NETWORKS, AVST VOICE MAIL & AVAYA OCTEL VOICE MAIL. A.1 SUBMISSION OF PROPOSALS: Submit one (1) original and one (1) copy on CD or Disk of your Proposal to the City & County of Denver Purchasing Division, 201 W. Colfax Ave., Dept. 304, 11th Floor, Denver, CO 80202. Proposals are to be in either an enclosed envelope or a sealed box and labeled with the Proposal number and name. Proposals must be received and time stamped in the Purchasing Division Office no later than date and time listed in the Schedule of Events. Individual Proposals will be read in public. No proposals should be submitted in plastic sleeves or spiral binders. They may be submitted in 3 ring binders. The City requests that whenever possible proposals be duplex printed on paper containing 30% post –consumer content in observance with the Greenprint Denver action plan. A.2 PRE-PROPOSAL CONFERENCE A pre-proposal conference will be conducted the date and time listed in the Schedule of Events, front page. Location of Pre-Proposal: 201 West Colfax Avenue, Denver CO 80202, Room 11.H.7 on the Eleventh (11th) Floor. The proposal terms and conditions will be reviewed and discussed at this time. A.3 PROPOSAL QUESTIONS The City shall not be bound by and the Vendor shall not request or rely on any oral interpretation or clarification of this proposal. Therefore any questions regarding this proposal are encouraged and should be submitted in writing by email to:

City Buyer: Melissa Bordwine E-Mail: [email protected] Phone: 720-913-8114

Questions received up to deadline to submit question in the Schedule of Events will be answered in writing per the Schedule of Events. Answers to questions from any Vendor will be provided to all Vendors. All communications regarding this proposal shall only be through the City’s buyer listed above. No communication is to be directed to any other City personnel.

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A.4 ESTIMATED QUANTITIES: The approximate quantities indicated for the material or equipment outlined herein are estimated as closely as possible. However, the City neither states nor implies any guarantee that actual purchases will equal the estimate. It is the intent of this proposal that the City will be supplied with more or less of the material or equipment according to actual needs. A.5 ADDENDA In the event it becomes necessary to revise, change, modify or cancel this proposal or to provide additional information, addenda will be issued to all recipients of this proposal. A.6 ACCEPTANCE PERIOD Proposals in response to this proposal shall indicate that they are valid for a period no less than 120 days from the closing date. A.7 PRICING INSTRUCTIONS: All prices quoted shall be firm and fixed. Pricing shall be in the format contained in Section C. Alternative approaches for the pricing of the requested products and services may be provided, however, such alternate approaches shall be described separately and must be in addition to the format in Section C. Do not include cost or price figures anywhere except in the cost and pricing section. A.8 TECHNICAL REQUIREMENTS/STATEMENT OF WORK Section B of this proposal contains our proposed Scope of Work and/or Technical Requirements. This document shall form the basis of a Contractual Agreement covering the subject matter of this proposal. Exceptions or deviations to this proposal must not be added to the proposal pages, but must be on vendor's letterhead and accompany proposal. Any exceptions to this documentation will be taken into consideration when evaluating proposals submitted. The City reserves the right to reject any or all of your proposed modifications. The City welcomes cost saving proposals which still satisfy all technical and business objectives. A.9 PROPOSAL CONDITIONS AND PROVISIONS This proposal must be signed by a duly authorized official of the proposing company. The completed and signed proposal (together with all required attachments) must be returned to the Department of General Services on or before the time and date of the deadline shown on page one. This proposal MUST be returned in a sealed envelope. All participating Vendors, by their signature hereunder, shall agree to comply with all of the conditions, requirements and instructions of this proposal as stated or implied herein. Any alteration, erasure or interlineation by the Vendor in this proposal shall constitute cause for rejection by the Manager of General Services. Exceptions or deviations to this proposal must not be added to the proposal pages, but must be on vendor's letterhead and accompany proposal. Should the City omit anything from this proposal which is necessary to a clear understanding of the work, or should it appear that various instructions are in conflict, then the Vendor shall secure written instructions from the Manager of General Services at least forty-eight (48) hours prior to the time and date shown in page one.


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Typographical errors in entering quotations on proposal may result in loss of award of this proposal. All Vendors are required to complete all information requested in this proposal. Failure to do so may result in the disqualification of proposal. The City reserves the right to postpone or cancel this proposal, or reject all proposals, if in its judgment it deems it to be in the best interest of the City to do so. Unit price for each item shall be shown and shall be for the unit of measurement indicated. In case of error in extension of prices, the unit price will govern. The Manager of General Services reserves the right to waive any technical or formal errors or omissions and to reject any and all proposal(s), or to award contract for the items hereon, either in part or whole, if he deems it to be in the best interests of the City to do so. The successful Vendor shall be in complete compliance with all of the specifications, terms and conditions of this proposal as outlined above. The City shall have the right to inspect the facilities and equipment of the successful Vendor to insure such compliance. The City shall not be liable for any costs incurred by vendor in the preparation of proposals or for any work performed in connection therein. A.10 GRATUITIES AND KICKBACKS: It shall be a breach of ethical standards for any person to offer, give, or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding of application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal therefore. It shall be a breach of ethical standards for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime vendor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. In the event that any gratuities or kickbacks are offered or tendered to any City and County of Denver employee, the proposal shall be disqualified and shall not be reinstated.

A.11 NON-COLLUSIVE VENDOR CERTIFICATION:

By the submission of this proposal, the vendor certifies that:

A. The proposal has been arrived at by the vendor independently and has been submitted

without collusion with any other vendor.


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B. The contents of the proposal have not been communicated by the vendor, nor, to its best

knowledge and belief, by any of its employees or agents, to any person not an employee or agent of the vendor or its surety on any bond furnished herewith, and will not be communicated to any such person prior to the official opening of the proposal.

C. No vendor shall submit more than one proposal for this purchase. It shall be the

responsibility of each vendor to obtain the prior written permission of the Director of Purchasing before proposal opening in every situation in which the vendor, due to corporate association or other affiliation, may be found to be impermissibly associated with another vendor. Failure to observe this requirement could result in all such affiliated proposals being rejected.

A.12 AWARDS:

Award will be made on an "all or none" basis. Prices must be shown for each item listed. Proposals submitted without individual item prices listed will be considered as non-responsive and rejected.

A.13 BRAND AND/OR TRADE NAMES:

Each vendor shall agree to furnish the proposed services, equipment or materials that are called for on the face of this proposal in strict accordance with the conditions, requirements and specifications of this invitation to propose. In the event the City includes trade names as a part of the work description of any item, any participating vendor may submit quotations on other trade-named products, providing they are equivalent, unless the wording "no substitute" is indicated. When the description includes the wording "no substitute" in addition to the trade name, quotations of price will be accepted only on the trade-named product indicated. All disputes concerning grades and quality of merchandise or work shall be determined by the Director of Purchasing or his/her authorized representative. Brand Names: Where a manufacturer's brand name of merchandise is given in this proposal, it does not mean to construe or imply an endorsement by the City and County of Denver of this brand only, but is used as a norm of quality, type, etc. A.14 GREENPRINT DENVER POLICY AND GUIDANCE: The City & County of Denver, through its Greenprint Denver action plan, is committed to protecting the environment, and the health of the public and its employees. In accordance with this policy, City agencies are directed to procure cost-competitive products and services that minimize resource consumption and negative impacts on the environment and human health. In requesting proposals for the City, when specifically required in the evaluation criteria, expects all responsive proposers to demonstrate commitment to and experience in environmental sustainability and public health protection practices applicable to their line of services. The City during its evaluation processes will actively assess the quality and value of all proposals. Vendors, when applicable, are to follow standards and recommendations of the United States Environmental Protection Agency EPP program, the Green Seal organization, and standards and practices specified by the U.S. Green Building Council, including the Leadership in Energy and Environmental Design (LEED) program.


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A.14.a Environmentally Preferable Purchasing (EPP) Guidance and Prohibitions:

The City defines Environmentally Preferable products and services as having a lesser or reduced effect on human health and the environment when compared with competing products and services that serve the same purpose. The City’s EPP evaluation may extend to raw materials acquisition, energy consumption in manufacturing and transport, packaging, recyclability, waste disposal, and many other factors. A.15 VENDOR PERFORMANCE MANAGEMENT: The Purchasing Department may administer a vendor performance management program as part this proposal and resulting contract. The purpose of this program is to create a method for documenting and advising the Purchasing Department of exceptional performance or any problems related to the purchased goods and services. Propose as part of your response specific performance measures that may be used to develop a vendor performance management report card. Also provide any other data, criterion or methods that would be effective in measuring vendor performance over the life of this contract.



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SECTION B: SCOPE OF WORK AND TECHNICAL REQUIREMENTS B.1 BACKGROUND: The City and County of Denver maintains a Nortel PBX and Octel Voice Mail network install that provides voice services to various agencies. The network provides voice transport and voice mail services. The PBX infrastructure is Nortel, including an Octel voice mail network system. The network is a combination of T-1 and analog connected sites. The number of sites fluctuates yearly, but is around 30 locations. The network operates 24x7x365 and carries a number of mission critical functions, including Life Safety, Police, Fire, and Sheriff. The goal of the contract resulting from this RFP will be to provide:

1. Maintenance, including technical support, hardware repair, and hardware replacement.

2. A purchasing agreement to allow for a consistent and efficient means of purchasing new software and hardware.

3. Account Support to ensure that the City receives excellent service with the chosen Vendor partner.

4. 24x7x365 monitoring and support for Nortel and Octel voice mail with high level remote and on site technical resolution capabilities.

B.2 SCOPE OF WORK: This proposal requires that the maintenance described herein will include but not be limited to regular maintenance to maintain Equipment in proper working order. Maintenance for restoration of services and priority response maintenance based per customer request. Any omissions in this Proposal shall be identified by each Proposer and incorporated in their proposal. The City and County of Denver (the City) will not increase the resulting award (either for dollar amount or time) for items not included in the submitted proposal documents. The selected maintenance program must cover all systems listed in Section C.4 Proposal Items of this document (i.e., all or nothing). Proposer must be a “Nortel Networks Certified Distributor” and a “Certified” Octel Distributor. Proposer must have a permanent local workforce in the Denver Metro Area. Local technicians must be able to respond to an on-site request. The maintenance program awarded to the vendor shall be performed per bid guidelines. The chosen vendor must submit written verification of the Nortel, AVST voice mail and Avaya Octel Manufacturer Maintenance certification. All installed maintenance components shall be new or refurbished, and shall incorporate the newest software version. Proposers must provide information regarding history of firm, number and qualifications of employees, and number of Nortel certified technicians. Technicians must have a minimum of 300 installation hours. Proposer must have an available Certified Octel technician based in local office, as well as an experienced (2 years minimum) Nortel Meridian Lead Technician. The City will not incur travel charges or portal-to-portal charges. Proposer will supply a tentative list of staffing for this proposal to include documented qualifications (i.e. Option 11c through 81c maintenance experience.).


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B.3 WARRANTY: All equipment shall have a warranty of one year from date of acceptance. Should any part, component, or system have a manufacturer’s warranty longer than the warranty supplied in proposer’s response, the proposer shall pass the benefit of such warranty to the City. A Nortel/Avaya certified vendor technician must perform all equipment upgrades. B.4 MAINTENANCE MATERIAL: The Proposer shall provide, as part of the amount proposed, the material necessary to adequately maintain the system in good working order. The proposer shall maintain sufficient quantities of spare parts to assure continued operation of the system, in accordance with City and County of Denver repair response guidelines. The proposer will maintain crash kits in the Denver Metro Area for 81c FNF, 81c, 61c, 51c, 11c, BCM, Norstar, MerMail and Octel voice mail systems. B.5 SECOND YEAR AND BEYOND MAINTENANCE AGREEMENT: Upon initiation or renewal of maintenance agreement, the chosen vendor:

A) Agrees to notify the City thirty (30) days in advance of the expiration of the warranty period or previous maintenance period.

B) Agrees to allow the City to purchase a maintenance agreement on a month-to-month basis for the purposes of creating a co-terminus warranty expiration date. The monthly rate for this election shall be the monthly rate stated in the pricing response section, on a site-by-site basis.

C) Agrees that each succeeding contractual document shall be equal to or greater in content and deliverable than the current contract.

D) Agrees to provide a system inventory to be taken, to include electronic bay face by the vendor, with a reduction to be given for any hardware item not in use by the City. Vendor shall provide electronic bay face to the City.

E) Agrees to give an itemization of equipment added since the beginning of warranty or since last maintenance agreement initiation or renewal.

F) Shall describe the formula that was used to quote the second year maintenance cost in this proposal. This formula shall be the basis for calculating years three (3) through five (5) for future maintenance agreements.

G) Agrees that any materials, equipment, or components provided by the vendor during the life of the system, as a result of ads, moves or changes, shall be covered by any maintenance agreement in effect for the remainder of the current maintenance contract period.


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H) Shall define the discounts available for extended maintenance agreement periods. Define any conditions which alter the terms and conditions set forth for the maintenance agreements in this Formal Proposal (i.e.: penalties for cancellation).

I) Agrees to provide 60 hours per year of on-site technical support to be used by the City and County of Denver. Maintenance hours will be scheduled for MAC work at the City’s request. The 60 hours is to be included in the monthly billing. Vendor shall provide a monthly consolidated bill to the City and County of Denver at 201 West Colfax Avenue. 1200 Federal Boulevard, 700 14th Street and 2855 Tremont will be a separate invoice for these three sites only, sent monthly to 1200 Federal Boulevard.

B.6 PREVENTATIVE MAINTENANCE: The vendor shall provide a description of any routine on-premise maintenance activities offered to the City and County of Denver. This description shall include, at a minimum, the frequency of maintenance and an itemization of activities performed during this procedure. PM Report to be provided to City and County of Denver on a quarterly basis. Vendor will provide City and County of Denver as noted below.

A) Preventative maintenance procedures shall be included in this Warranty and Maintenance Bid. The following mandatory list will be performed annually: 1) The vendor shall take power supply readings. 2) The vendor shall inspect the back-up batteries, if applicable, and check voltages. 3) The vendor shall contract a battery contractor to replace bad batteries at the City’s

expense.

B) Preventative maintenance procedures shall be included in this Warranty and Maintenance Bid. The following mandatory list will be performed quarterly:

1) The vendor shall clean any applicable filters. 2) The vendor shall verify that the system clock is within five (3) minutes of MST time. 3) The vendor shall perform emergency 911 and 9,911 calls to emergency Services

PSAP. Existing records shall be updated and a copy sent to City and County of Denver.

4) Vendor will update all Meridian 1 switches with the latest NPA’s every (60) days. 5) Vendor will change clock time in all Nortel Meridian 1, Norstar, AVST voice mail

and Octel voice mail for daylight savings time. 6) Vendor will provide at no charge 2nd level password recovery. 7) Vendor will register all Nortel and Avaya equipment with manufacture within 90

days of contract award. 8) Vendor will allow the City and County of Denver to add, delete or move equipment at

any time during the contract as needed with notice. 9) Vendor will monitor 1437 Bannock 81c FNF, 1331 Cherokee 81c, 700 14th Street

81c, and 1200 Federal 81c on a 24 hour 7 days a week basis. Vendor will provide Nortel Certified personal at alarm monitoring center for first line technical troubleshooting.


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C) The vendor shall clean, or maintain as appropriate, the read/write portions of the system’s data storage device(s) every 180 days, at a minimum, or more often if recommended by the manufacturer.

D) A third copy of the system data shall be stored by the vendor and rotated with a second

on-site copy of the data. The vendor shall identify the proposed location of the third copy of the system data. System data backup and rotation shall be completed every thirty (30) days or within forty-eight hours after changes in data affecting more than (50) data blocks, whichever occurs sooner. Backups to be complete by the end of business on the 10th of every month. Vendor to provide monthly electronic report to City and County of Denver of successful backups on Phone and voice mail systems by the 10th of every month.

E) In the event the vendor does not perform back-up and system failure occur, the vendor

will be held responsible for re-entry of data without regard of time of day or day of week, and without interruption until the task is complete. Such re-entry shall be at no additional charge, unless the need to re-enter was caused by the negligence of the City and County of Denver.

B.7 REPAIR RESPONSE TIME: For purposes of this section, response time is defined as the time between the City and County of Denver request for service and the arrival, on the City and County of Denver’ site, of a qualified person/technician WITH proper materials and equipment to correct the malfunction. The vendor promptly without regard to the time of day or day of the week, including holidays shall perform emergency repair services. Emergency services shall commence at the City and County of Denver’s site within two (2) hours of the City and County of Denver’s request for service. An emergency shall be deemed to exist when problems in using the equipment interfere, in the City and County of Denver’s reasonable judgment, with the normal conduct of the City and County of Denver’s business. The vendor at no additional charge or cost to the City and County of Denver shall perform emergency repair during the warranty and/or maintenance contract period. All repair calls that do not fall under the definition of an emergency shall be referred to as routine repair and shall be performed by the vendor between 8:00 a.m. and 5:00 p.m. Monday through Friday, except for City and County of Denver holidays. The vendor at no additional charge or cost to the City shall perform routine repair for the County of Denver during the warranty and/or maintenance contract period. The vendor shall explain differences in response time commitments if the repair call is placed after normal business hours, on weekends, or on City and County of Denver holidays. B.8 REPAIR RESPONSE TIME FAILURE LIABILITY: The vendor shall be allowed double the indicated time for response to an emergency request or a routine request before any penalties in the clause shall be invoked. If the vendor fails to respond in double the time indicated, the vendor shall:


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A) Extend the warranty period, for the site affected, one (1) month for each non-compliance to an emergency request. B) Extend the warranty period, for the site affected, one (1) month for every three (3) non-compliance’s to routine requests.

All above reference extensions shall be provided at no additional cost to the City and County of Denver. B.9 ACCESS REQUIREMENTS: Work hours shall be governed by the work facility. The Contractor shall coordinate all badging and other clearance requirements with the designated facility liaison. Contractor shall comply with all facility requirements, as determined by the facility liaison. The Contract shall provide proof of Nortel training certificates for primary technician and all back-up technicians before they are assigned to the City and County of Denver account. Access to perform this work in City facilities may be difficult due to the nature of the facilities. It is the Contractor’s responsibility to fully understand the additional time and effort required working within these buildings. Compliance with schedule and submittal requirements will minimize or eliminate lost time due to facility constraints. Technicians will be able to pass NCIC background check by Denver Police Dept. NCIC background will be done before access is granted to an individual. The vendor will notify the City and County of Denver in writing that an employee has left within 24 hours. All badges that said employee had must be returned to the City and County of Denver within 48 hours. An escort is required at all times when working within the restricted areas. For some work multiple escorts may be required. It is the Contractor’s responsibility to know when and how many escorts are required. Contractor’s lost time due to lack of escort or due to poor scheduling shall not be reimbursed by CCD. Non-reimbursable lost time includes all regularly scheduled activities (such as meals) at the facility. B.10 MAINTENANCE LOG: The selected vendor shall be responsible for maintaining an ON SITE log of maintenance activity on the City and County of Denver’s site that shall contain at a minimum:

1. Date and Time of Trouble Report by City and County of Denver 2. Date and Time Technician Arrived on City Site. 3. Nature of Trouble Reported. 4. Nature of Trouble Found. 5. Action Taken, with Itemization of parts used. 6. Date and Time Technician Departed Site. 7. Signature of Technician 8. The City and County of Denver’s Authorization.

B.11 REPORTS/SERVICE REVIEW MEETINGS: The vendor shall provide a Maintenance switch backup Service report to the City and County of Denver on the 10th day of each month. The vendor shall attend and participate in semi annual


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service meetings for the period of the maintenance agreement. The purpose of these meetings shall be to:

• An upgrade path plan to latest Nortel, AVST and Octel voice mail City install base. Migration path will include pricing, timetables and supported software levels.

• Review past quarter events, such as service calls, activity and vendor performance. • Discuss activities projected to occur in future quarters, such as major hardware additions,

software additions or changes. • Present information regarding new enhancements, training and how these enhancements

might benefit the City and County of Denver. • Vendor will provide escalation procedure and contact list with phone numbers for both

regular and after business hours. If requested the vendor will provide “On Call Schedule” to the City and County of Denver.

• Vendor to support the City and County of Denver with PS_ALI to include advice on best practices with Nortel Equipment, Qwest Network and Intrado.

B.12 EXTENSION OR RENEWAL:

The effective period of the Contractual Agreement resulting from this proposal shall be three (3) years from Date of City Signature. It is also a specific provision of this proposal that the City and the vendor may mutually agree to renew and continue the Contractual Agreement consummated under this proposal for additional periods of one year at the same prices, terms and conditions. However, no more than two (2) yearly extensions shall be made to the original agreement.



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SECTION C: PRICING / PROPOSAL ITEMS C.1 PRICING INFORMATION: This section shall include a description of the proposed costs and prices. All pricing information shall be limited solely to this section of your proposal. This section should address all requirements set forth in Section B as well as any other items pertinent to your proposal pricing such as additional discounts for increased quantities, prompt payment, etc. The requirements have been developed to allow the City to uniformly evaluate prices submitted for the work. Accordingly, you should follow these instructions carefully and provide all data requested in the formats specified herein and in any referenced attachments. Any omissions in this proposal shall be identified by each Vendor and incorporated into their proposal including any omissions for software, hardware, support etc. which is necessary to the success of the project and must be identified as a separate line item with pricing and included as part of this proposal. The City will not increase the contract or any purchase order (either dollar amount or time) for items not included in the submitted proposal documents. The City reserves the right to purchase part or the entire proposal. C.2 CHANGES: The City will not consider change orders or amendments unless it is deemed a change in the original scope of the project. All items not itemized in the pricing above which are instrumental to completing the project will be at the cost of the vendor to supply at no additional charge to the City. C.3 PRICING:

All prices quoted shall be firm and fixed for the specified contract period.

Click HERE to link to the Section C. 4 Proposal Items Excel spreadsheet. Enter your pricing and product information in the columns provided on the Excel spreadsheet and save it on your media. DO NOT ALTER THE CITY’S DOCUMENTS IN ANY WAY. The following pages are a hard copy of the proposal items. Replace these pages with your completed Excel spreadsheet. You may also access the Excel spreadsheet by going to www.denvergov.org/purchasing click on the Icon Bid Attachments and find the corresponding attachment for this proposal.


http://www.denvergov.org/Portals/573/documents/Nortel.xls


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C.4 PROPOSAL ITEMS: Per the following locations, provide the unit cost of each element comprising each maintenance plan offered by your firm for the system identified, as proposed.

REFURBISHED EQUIPMENT

Meridian Option PBX's - 7 x 24 2 Hour Response

Item No. Equipment Price Per Port/Month Total all Ports/Month 1 1200 Federal-Opt 81c 1796 Station Ports (450 Trunks)

2 1331 Cherokee - Opt 81c 1448 Station Ports (375 Trunks)

3 1437 Bannock - Opt 81C FNF 1394 Station Ports (600 Trunks)

4 700 14th Street - Opt 81c 906 Station Ports (170 Trunks)

Meridian Option PBX's - 7 x 24 Same Day Response Equipment Price Per Port/Month Total all Ports/Month

5 2300 Steel - Opt 11c 314 Station Ports (48 Trunks)

6 1391 North Speer - Opt 11c 117 Station Ports (28 Trunks)

7 414 14th Street - Opt 11c 214 Station Ports (40 Trunks)

8 4685 Peoria - Opt 51c 179 Station Ports (75 Trunks)

9 745 W. Colfax - Opt 11c 133 Station Ports (50 Trunks)

10 100 W. 14th Ave Pkwy - Opt 61c 649 Station Ports (190 Trunks)

11 2001 Colorado Blvd - Opt 61c 562 Station Ports (94 Trunks)


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Item No. Equipment Price Per Port/Month Total all Ports/Month 12 10 Galapago - Opt 11c

121 Station Ports (50 Trunks)

13 10500 Smith Road - Opt 11c 273 Station Ports (50 Trunks)

14 1390 Decatur - Opt 11c 143 Station Ports (50 Trunks)

15 1555 Clarkson - Opt 11c 176 Station Ports (24 Trunks)

16 5440 Roslyn - Opt 11c 366 Station Ports (50 Trunks)

17 1005 York Street - Opt 11c 192 Station Ports (28 Trunks)

18 2855 Tremont - Opt 11c 126 Station Ports (27 Trunks)

Nortel Norstar/BCM Systems Same Day Response (Key) Equipment Price Per Port/Month Total all Ports/Month

19 1930 35th Street - Nortstar ICS 50 Station Ports (30 Trunks)

20 678 Jason Street - Norstar ICS 48 Station Ports (20 Trunks)

21 4150 Shangri-La - Norstar DR5 35 Station Ports (12 Trunks)

22 4890 Argonne Way - Norstar DR5 30 Station Ports (24 Trunks)

23 5160 York - Norstar DR5 24 Station Ports (8 Trunks)

24 100 Poplar - Nortel BCM 20 Station Ports (25 Trunks)

25 3401 Quebec Street - Nortel BCM 20 Station Ports (25 Trunks)


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Avaya Octel Voice Mail Platforms 2-Hour Response

Equipment Price Per Port/Month Total all Ports/Month 26 201 West Colfax - Octel Aria 250

64 Ports (3299 Mailboxes)

27 1331 Cherokee - Octel Aria 250 48 Ports (1453 Mailboxes)

28 1437 Bannock - Octel Aria 250 64 Ports (2222 Mailboxes)

29 1200 Federal - Octel Aria 250 64 Ports (1473 Mailboxes)

30 4685 Peoria - Octel Aria 250 16 Ports (110 Mailboxes)

Nortel Voice Mail Platforms 2 Hour Response

Equipment Price Per Port/Month Total all Ports/Month 31 2001 Colorado Blvd - Nortel Mermail

12 Ports (400 Mailboxes)

32 678 S. Jason - Norstar Mail 4 Ports (45 Mailboxes)

33 678 S. Jason - Norstar Cinphony 4 Ports

34 1930 35th Street - Norstar Mail 4 Ports (45 mailboxes)

AVST Voice Mail Platforms 2-Hour Response Equipment Price Per Port/Month Total all Ports/Month

35 2300 Steele - AVST Voice Mail 12 Ports (150 Mailboxes)


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Peripherals Same Day Response

Equipment Quantity Cost Per Month 36 745 West Colfax - Opt 11C

Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 2 Battery Backup 2 Digital Announcers 1

37 3401 Quebec - BCM Sentinal Modem 1 Battery Backup 1

38 100 Poplar - BCM Sentinal Modem 1 Battery Backup 1

39 678 South Jason - Norstar RAD Modem 1 Battery Backup 1

40 1930 35th Street - Norstar RAD Modem 1 Battery Backup 1

41 1555 Clarkson - Opt 11c RAD Modem 1 Battery Backup 1

42 1005 York - Opt 11c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 1 Battery Backup 2 Digital Announcers 1

43 5440 Roslyn - Opt 11c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 2 Battery Backup 3 Digital Announcers 1


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Item No. Equipment Quantity Cost Per Month 44 1390 Decatur - Opt 11c

Terminal 1 Printer 1 CSU/DSU 2 Battery Backup 2 Digital Announcers 1

45 10500 Smith Road - Opt 11c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 2 Battery Backup 3 Digital Announcers 1

46 10 Galapago - Opt 11c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 2 Battery Backup 2 Digital Announcers 1

47 100 West 14th Ave - Opt 61c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 8 Battery Backup 1 Digital Announcers 2

48 1437 Bannock - Opt 81c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 24 Battery Backup 1 Digital Announcers 3

49 1437 Bannock - Octel Peripherals Modem 1 Battery Backup 2


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Item No. Equipment Quantity Cost Per Month 50 1331 Cherokee - Opt 81c


51 1331 Cherokee - Octel Peripherals Sentinal Modem 1 Battery Backup 1

52 201 West Colfax - Octel Peripherals Modem 1

53 4685 Peoria - Opt. 51c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 4 Battery Backup 1 Digital Announcers 1

54 4685 Peoria - Octel Peripherals Sentinal Modem 1 Terminal 1 Battery Backup 1

55 414 14th Street - Opt 11c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 4 Battery Backup 1 Digital Announcers 1

56 1391 North Speer - Opt 11c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 2 Battery Backup 2 Digital Announcers 1

Formal Proposal No.NORTEL_EQUIP___0664A Nortel Networks, AVST Voice Mail & Avaya Octel Voice Mail

Page 21

Item # Equipment Quantity Cost Per Month 57 2300 Steele - Opt 11c


58 2001 Colorado Blvd - Opt 61c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 4 Battery Backup 1 Digital Announcers 1

59 1200 Federal Blvd - Opt 81c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 10 Battery Backup 1 Digital Announcers 2

60 1200 Federal Blvd - Octel Peripherals Sentinal Modem 1 Terminal 1 Battery Backup 2

61 2855 Tremont - Opt 11c Sentinal Modem 1 Terminal 1 Printer 1 CSU/DSU 1 Battery Backup 1 Digital Announcers 1

62 4150 Shangri-La - Norstar RAD Modem 1 Battery Backup 1

63 5160 York - Norstar Peripherals RAD Modem 1 Battery Backup 1

64 678 South Jason - Cinphony Terminal 1 Battery Backup 1


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SECTION D: SAMPLE CONTRACT This section shall include your response to our proposed terms and conditions included in this Section D and shall form the basis for the preparation of a Contractual Agreement covering the subject matter of this Proposal. You shall respond in your proposal either that all terms and conditions are acceptable or that some are acceptable and some are not. Underline or highlight those words, phrases, sentences, paragraphs, etc. that are not satisfactory and note any exceptions by referencing the appropriate article number, a brief explanation and alternative language, if any, and submit same on a separate typewritten sheet. Any exceptions will be taken into consideration when evaluating your proposal. ADDITIONALLY, THE FOLLOWING TERMS AND CONDITIONS ARE RECOMMENDED TO BE ADDED TO THE FINAL AWARDED CONTRACT.

A G R E E M E N T THIS AGREEMENT is made and entered into this ________ day of ____________, 2006, by and between the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado (the “City”) and _________________________, a _______________[INSERT TYPE OF ENTITY AND STATE OF INCORPORATION] registered to do business in Colorado, whose address is ________________________ (“Vendor”). 1. HARDWARE, SOFTWARE LICENSE, SUPPORT AND MAINTENANCE TO BE PROVIDED AND SERVICES TO BE PERFORMED: Vendor, under the general direction of, and in coordination with, the City’s ____________________ or other designated supervisory personnel (the “Manager”) agrees to provide the hardware (the “Hardware”) and software (the “Software”) listed on Exhibit A, perform the integration services described on attached Exhibit B (the “Statement of Work” or “SOW”) and provide the software support and maintenance services described on attached Exhibit C. 2. GRANT OF LICENSE; RESTRICTIONS: A. Vendor hereby grants to City a perpetual, irrevocable, non-exclusive right and license to: (a) install, display, perform, and use the Software; and (b) use all intellectual property rights necessary to use the Software as authorized in subparagraph (a). B. Title to and ownership of the Software will remain with Vendor. City will not reverse engineer or reverse compile any part of the Software without Vendor's prior written consent. City will not remove, obscure or deface any proprietary notice or legend contained in the Software or documentation without Vendor's prior written consent. C. Except as specified in a Schedule or Order, Vendor its expense will, within thirty (30) days after the signing of this Agreement and continuously thereafter, deposit the Software in source code form, including all enhancements, in escrow pursuant to a source code escrow agreement (“Escrow Agreement”) acceptable to City. The following events automatically will give City the right to cause the release of the applicable source code from


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Vendor or the escrow agent, whether or not contained in the Escrow Agreement, upon notice to Vendor or presentation of this Agreement to the escrow agent: (i) the institution by or against Vendor of insolvency, receivership or bankruptcy proceedings; (ii) Vendor’s making an assignment for the benefit of creditors; (iii) Vendor’s dissolution or ceasing its ongoing business operations or sale, licensing, maintenance or other support of the Software; or (iv) Vendor failing to pay the applicable fees due under the Escrow Agreement.

3. DELIVERY AND ACCEPTANCE:

A. Vendor shall deliver the Software, Hardware and perform the integration services in accordance with the SOW. Vendor will pack, mark, label, document and deliver all Software in accordance with the City's instructions and accepted industry standards. B. Upon installation of the Software and Hardware, the City will test and evaluate same to ensure that it conforms, in the City’s reasonable judgment, to the specifications outlined in the SOW. If the Software does not conform, the City will so notify Vendor in writing within sixty (60) days. Vendor will, at its expense, repair or replace the nonconforming product within fifteen (15) days after receipt of the City’s notice of deficiency. The foregoing procedure will be repeated until the City accepts or finally rejects the product, in whole or part, in its sole discretion. In the event that any Hardware or Software contains a defect or nonconformity not apparent on examination, the City reserves the right to repudiate acceptance. In the event that the City finally rejects the Software and/or Hardware, or repudiates acceptance of it, Vendor will refund to the City all fees paid, if any, by the City with respect to the rejected product. C. If the City is not satisfied with the Vendor’s performance of the services described in the SOW, the City will so notify Vendor within thirty (30) days after Vendor’s performance thereof. Vendor will, at its own expense, re-perform the service within fifteen (15) days after receipt of City's notice of deficiency. The foregoing procedure will be repeated until City accepts or finally rejects the service in its sole discretion. In the event that City finally rejects any integration service, Vendor will refund to City all fees paid by City with respect to such service. 4. TERM: The term of the Agreement is from ________________ through ______________________. 5. COMPENSATION AND PAYMENT: A. Fee: The fee for the software and services described in the SOW is ______________________________________(the “Fee”). The Fee shall be paid pursuant to the City’s Prompt Payment Ordinance and in accordance with the following schedule:

B. Reimbursement Expenses: The fees specified above include all expenses, and no other expenses shall be separately reimbursed hereunder.


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C. Invoicing: Vendor must submit an invoice which shall include the City contract number, clear identification of the deliverable that has been completed, and other information reasonably requested by the City. Payment on all uncontested amounts shall be made in accordance with the City’s Prompt Payment Ordinance. D. Maximum Contract Liability: (i) Any other provision of this Agreement notwithstanding, in no event shall the City be liable for payment for services rendered and expenses incurred by Vendor under the terms of this Agreement for any amount in excess of the sum of _________________________________________. Vendor acknowledges that any work performed by Vendor beyond that specifically authorized by the City is performed at Vendor’s risk and without authorization under this Agreement. (ii) It is understood and agreed that any payment obligation of the City hereunder, whether direct or contingent, shall extend only to funds appropriated by the Denver City Council for the purpose of this Agreement, encumbered for the purpose of the Agreement and paid into the Treasury of the City. Vendor acknowledges that (a) the City does not by this Agreement, irrevocably pledge present cash reserves for payments in future fiscal years, and (b) this Agreement is not intended to create a multiple-fiscal year direct or indirect debt or financial obligation of the City. 6. STATUS OF VENDOR: It is understood and agreed that the status of Vendor shall be that of an independent contractor and a person retained on a contractual basis to perform professional or technical services for limited periods of time as described in Section 9.1.2(C) of the Charter of the City; and it is not intended, nor shall it be construed, that Vendor or its employees are employees or officers of the City under Chapter 18 of the Denver Revised Municipal Code or for any purpose whatsoever. Vendor agrees that during the term of this Agreement it shall fully coordinate all services that it has been directed to proceed upon and shall make every reasonable effort to fully coordinate all such services as directed by the Manager with any City agency, or any person or firm under contract with the City doing work which affects Vendor’s work. 7. TERMINATION: A. The City has the right to terminate this Agreement, with or without cause, on thirty (30) days written notice. However, nothing herein shall be construed as giving Vendor the right to perform services under this Agreement beyond the time when such services become unsatisfactory to the Manager. B. If this Agreement is terminated by the City, Vendor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the City; (2) the reasonable value to the City of the work which Vendor performed prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the Manager approves in writing which he determines is needed to accomplish an orderly termination of the work. The City shall be entitled to an immediate prorate refund of any prepaid fees for services


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not provided as of the date of termination. C. Upon termination of this Agreement by the City, Vendor shall have no claim of any kind whatsoever against the City by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed as described herein. 8. EXAMINATION OF RECORDS: Vendor agrees that any duly authorized representative of the City, including the City Auditor, shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any books, documents, papers and records of Vendor, involving transactions related to this Agreement. Such examination shall be limited to Vendor’s normal business hours, at Vendor’s premises, and upon reasonable prior notice to Vendor. 9. WHEN RIGHTS AND REMEDIES NOT WAIVED: In no event shall any action by either Party hereunder constitute or be construed to be a waiver by the other Party of any breach of covenant or default which may then exist on the part of the Party alleged to be in breach, and the non-breaching Party’s action or inaction when any such breach or default shall exist shall not impair or prejudice any right or remedy available to that Party with respect to such breach or default; and no assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. 10. INSURANCE: A. General Conditions: Vendor agrees to secure, at or before the time of execution of this Agreement, the following insurance covering all operations, goods or services provided pursuant to this Agreement. Vendor shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, during any warranty period, and for three (3) years after termination of the Agreement. The required insurance shall be underwritten by an insurer licensed to do business in Colorado and rated by A.M. Best Company as “A”VIII or better. Each policy shall contain a valid provision or endorsement stating “Should any of the above-described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Denver Risk Administrator, 201 West Colfax Avenue, Dept. 1105, Denver, Colorado 80202 by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self-insured retention, the City must be notified by Vendor. Vendor shall be responsible for the payment of any deductible or self-insured retention. The City reserves the right to require Vendor to provide a bond, at no cost to the City, in the amount of the deductible or self-insured retention to guarantee payment of claims. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of Vendor. Vendor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement.


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B. Proof of Insurance: Vendor shall provide a copy of this Agreement to its insurance agent or broker. Vendor further agrees to have its agent or broker provide proof of Vendor’s required insurance on www.Ins-Cert.com and link the information to the City. The City reserves the right to require Vendor to provide a certificate of insurance, a policy, or other proof of insurance as required by the City’s Risk Administrator in his sole discretion. C. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Vendor’s insurer shall name the City as an additional insured. D. Waiver of Subrogation: For general liability coverages, Vendor’s insurer shall waive subrogation rights against the City. E. Subcontractors: All subcontractors, independent contractors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverages required of Vendor. Vendor shall include all such subcontractors, independent contractors, suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Vendor agrees to provide proof of insurance for all such subcontractors, independent contractors, suppliers or other entities upon request by the City. F. Workers’ Compensation/Employer’s Liability Insurance: Vendor shall maintain the coverage as required by statute for each work location and shall maintain Employer’s Liability insurance with limits of $100,000 for each bodily injury occurrence claim, $100,000 for each bodily injury caused by disease claim, and $500,000 aggregate for all bodily injuries caused by disease claims. Vendor expressly represents to the City, as a material representation upon which the City is relying in entering into this Agreement, that none of Vendor’s officers or employees who may be eligible under any statute or law to reject Workers’ Compensation Insurance shall effect such rejection during any part of the term of this Agreement, and that any such rejections previously effected, have been revoked as of the date Vendor executes this Agreement. These coverages shall apply to all work or services performed by employees covered by the United States Longshoremen’s and Harborworker’s Compensation Act. G. General Liability: Vendor shall maintain limits of $1,000,000 for each occurrence claim, $1,000,000 for each personal and advertising injury claim, $2,000,000 products and completed operations for each occurrence, and $2,000,000 policy aggregate. Aggregate limits must be “per project” or “per location;” H. Automobile Liability: Vendor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating on City property and elsewhere. I. Professional Liability: Vendor shall maintain limits of $1,000,000 for each claim, and $1,000,000 aggregate limit for all claims. J. Additional Provisions:


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(i) For all general liability, excess/umbrella liability, liquor liability and pollution liability, the policies must provide the following:

(a) If any aggregate limit is reduce by twenty-five percent (25%) or more by paid or reserved claims, Vendor shall notify the City within ten (10) days and reinstate the aggregates required; (b) Contractual liability covering the indemnification provisions of this Agreement; (d) A severability of interests provision; (e) A provision that coverage is primary; and (g) A provision that coverage is non-contributory with other coverage or self-insurance provided by the City.

(ii) For all general liability, excess/umbrella liability, liquor liability, pollution liability and professional liability, if the policy is a claims-made policy, then the retroactive date must be on or before the contract date or the first date when any goods or services were provided to the City, whichever is earlier.

(iii) Vendor agrees to secure and deliver to the City’s Risk Administrator (“Administrator”) at or before the time of execution of this Agreement, and to keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder as set out below. 11. REPRESENTATION AND WARRANTY: Vendor represents and warrants that: A. the Hardware and Software will conform to applicable specifications, operate in substantial compliance with applicable documentation, and will be free from deficiencies and defects in materials, workmanship, design and/or performance; B. all services will be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards; C. all services will conform to applicable specifications; D. it has the requisite ownership, rights and licenses to perform its obligations under this Agreement fully as contemplated hereby and to grant to the City all rights with respect to the software and services free and clear from any and all liens, adverse claims, encumbrances and interests of any third party; E. there are no pending or threatened lawsuits, claims, disputes or actions: (i) alleging that any software or service infringes, violates or misappropriates any third party rights; or (ii) adversely affecting any software, service or supplier's ability to perform its obligations hereunder; F. the Software will not violate, infringe, or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of any third party;


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G. the Software will contain no malicious or disabling code that is intended to damage, destroy or destructively alter software, hardware, systems or data; and H. the media on which all Software is furnished are and will be, under normal use, free from defects in materials and workmanship. 12. INDEMNIFICATION; LIMITATION OF LIABILITY: A. Vendor hereby agrees to release, indemnify and save harmless the City, its officers, agents and employees from and against any and all loss of or damage to property or injuries to or death of any person or persons, including property and employees or agents of the City, and shall defend, indemnify and save harmless the City, its officers, agents and employees, from any and all claims, damages, suits, costs, expenses, liabilities, actions or proceedings of any kind or nature whatsoever, including Workers’ Compensation claims, of or by anyone whomsoever, in any way for Vendor’s negligence or willful misconduct, the performance of work under this Agreement, breach of this Agreement, or the occupancy of City-owned property or other property upon which work is performed under this Agreement, and including acts and omissions of Vendor’s employees, representatives, suppliers, invitees, contractors and agents; provided however, that Vendor need not indemnify or save harmless the City, its officers, agents and employees, from liability or damages resulting from the sole negligence of the City’s officers, agents and employees The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of Vendor. Vendor shall maintain, at its own expense, any additional kinds and amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. B. Vendor will, at Vendor's expense, indemnify, defend and hold harmless the City, its officers, agents and employees from and against any loss, cost, expense or liability (including but not limited to attorney’s fees and awarded damages) arising out of a claim that the Hardware, Software, services, or their use by the City, infringe, violate or misappropriate a patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party. The City will promptly notify Vendor in writing of any claim and cooperate with Vendor and its legal counsel in the defense thereof. Vendor may in its discretion (i) contest, (ii) settle, (iii) procure for the City the right to continue using the Software, or (iv) modify or replace the infringing Software so that it no longer infringes (as long as the functionality and performance are not degraded as reasonably determined by the City). The City may participate in the defense of such action at its own expense. If Vendor concludes in its reasonable judgment that none of the foregoing options are commercially reasonable, then Vendor will refund a pro rata portion (based on a 5 year straight line depreciation running from City’s final acceptance of the Software) of the Software license fee(s) paid by the City under this Agreement and reimburse the City for all reasonable expenses for removal and replacement of the Software. 13. COLORADO GOVERNMENTAL IMMUNITY ACT: The parties hereto understand and agree that the City is relying upon, and has not waived, the monetary limitations and all other rights, immunities and protection provided by the Colorado Governmental Act, § 24-10-101, et seq., C.R.S. (2003).


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14. TAXES, CHARGES AND PENALTIES: The City shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein, except for any additional amounts which the City may be required to pay under D.R.M.C. § 20-107 to § 20-115. 15. ASSIGNMENT: Vendor covenants and agrees that it will not assign or transfer its rights hereunder without first obtaining the written consent of the Manager. Any attempts by Vendor to assign or transfer its rights hereunder without such prior written consent of the Manager shall, at the option of said Manager, automatically terminate this Agreement and all rights of Vendor hereunder. Such consent may be granted or denied at the sole and absolute discretion of said Manager. A change in control of Vendor shall not constitute and assignment hereunder. 16. NO THIRD PARTY BENEFICIARY: It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the City and Vendor, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person on such Agreements. It is the express intention of the City and Vendor that any person other than the City or Vendor receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. 17. NO AUTHORITY TO BIND CITY TO CONTRACTS: Vendor has no authority to bind the City on any contractual maters. Final approval of all contractual matters which obligate the City must be by the City, as required by Charter and ordinance. 18. AGREEMENT AS COMPLETE INTEGRATION-AMENDMENTS: This Agreement, including the exhibit attached hereto (each of which is specifically incorporated herein) is intended as the complete integration of all understandings between the parties. No prior contemporaneous or subsequent addition, deletion, or other amendment hereto shall have any force or effect, unless embodied herein in writing, and executed in the same manner as this Agreement. 19. SEVERABILITY: The parties agree that if any provision of this Agreement or any portion thereof is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity of the remaining portions or provisions shall not be affected. 20. CONFLICT OF INTEREST: A. The parties agree that no employee of the City shall have any personal or beneficial interest whatsoever in the services or property described herein; and Vendor further agrees not to hire or contract for services any employee or officer of the City which would be in violation of the Denver Revised Municipal Code, Chapter 2, Article IV, Code of Ethics, or Denver City Charter §§ 1.2.8, 1.2.9, and 1.2.12. B. Vendor agrees that it will not engage in any transaction, activity or conduct which would result in a conflict of interest under this Agreement. Vendor represents


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that it has disclosed any and all current or potential conflicts of interest. A conflict of interest shall include transactions, activities or conduct that would affect the judgment, actions or work of Vendor by placing Vendor’s own interests, or the interests of any party with whom Vendor has a contractual arrangement, in conflict with those of the City. The City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict exists after it has given Vendor written notice which describes the conflict. Vendor shall have thirty (30) days after the notice is received to eliminate or cure the conflict of interest in a manner which is acceptable to the City. 21. NOTICES: Notices concerning the termination of this Agreement, notices of alleged or actual violations of the terms or conditions of this Agreement, and other notices of similar importance shall be made: By Vendor to: Chief Information Officer City and County of Denver 201 West Colfax Avenue, Dept. 301 Denver, Colorado 80202 And by the City to: 22. DISPUTES: All disputes of whatever nature between the City and Vendor regarding this Agreement shall be resolved by administrative hearings pursuant to the procedure established by Denver Revised Municipal Code, § 56-106(b), et seq. For the purposes of that procedure, the City official rendering a final determination shall be the City representative identified in Paragraph 1 hereof. 23. GOVERNING LAW; VENUE: This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado, the Charter and Revised Municipal Code of the City and County of Denver, and the ordinances, regulations and Executive Orders enacted and/or promulgated pursuant thereto, including any amendments. The Charter and Revised Municipal Code of the City and County of Denver, as the same may be amended from time to time, are hereby expressly incorporated into this Agreement as if fully set out herein by this reference. Venue for any legal action relating to this Agreement shall lie in the District Court in and for the City and County of Denver. 24. NO DISCRIMINATION IN EMPLOYMENT: In connection with the performance of work under this Agreement, Vendor agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability; and Vendor further agrees to insert the foregoing provision in all subcontracts hereunder. 25. USE, POSSESSION OR SALE OF ALCOHOL OR DRUGS: Vendor shall cooperate and comply with the provisions of Executive Order 94 and Attachment A thereto concerning the use, possession or sale of alcohol or drugs. Violation of these provisions or refusal to cooperate with implementation of the policy can result in the City barring Vendor from


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City facilities or participating in City operations. 26. CONFIDENTIAL INFORMATION; OPEN RECORDS: A. City Information: Vendor acknowledges and accepts that, in performance of all work under the terms of this Agreement, Vendor may have access to Proprietary Data or confidential information that may be owned or controlled by the City, and that the disclosure of such Proprietary Data or information may be damaging to the City or third parties. Vendor agrees that all Proprietary Data or confidential information provided or otherwise disclosed by the City to Vendor shall be held in confidence and used only in the performance of its obligations under this Agreement. Vendor shall exercise the same standard of care to protect such Proprietary Data and information as a reasonably prudent Vendor would to protect its own proprietary or confidential data. “Proprietary Data” shall mean any materials or information which may be designated or marked “Proprietary” or “Confidential”, or which would not be documents subject to disclosure pursuant to the Colorado Open Records Act or City ordinance, and provided or made available to Vendor by the City. Such Proprietary Data may be in hardcopy, printed, digital or electronic format. B. Use of Proprietary Data or Confidential Information: (i) Except as expressly provided by the terms of this Agreement, Vendor agrees that it shall not disseminate, transmit, license, sublicense, assign, lease, release, publish, post on the internet, transfer, sell, permit access to, distribute, allow interactive rights to, or otherwise make available the Proprietary Data or confidential information or any part thereof to any other person, party or entity in any form of media for any purpose other than performing its obligations under this Agreement. Vendor further acknowledges that by providing this Proprietary Data of confidential information, the City is not granting to Vendor any right or license to use such data except as provided in this Agreement. Vendor further agrees not to disclose or distribute to any other party, in whole or in part, the Proprietary Data or confidential information without written authorization from the Manager. (ii) Vendor agrees, with respect to the Proprietary Data and confidential information, that: (1) Vendor shall not copy, recreate, reverse engineer or decompile such data, in whole or in part, unless authorized in writing by the Manager; (2) Vendor shall retain no copies, recreations, compilations, or decompilations, in whole or in part, of such data; and (3) Vendor shall, upon the expiration or earlier termination of the Agreement, destroy (and, in writing, certify destruction) or return all such data or work products incorporating such data or information to the City. C. Employees and Sub-contractors: Vendor will inform its employees and officers of the obligations under this Agreement, and all requirements and obligations of Vendor under this Agreement shall survive the expiration or earlier termination of this Agreement. Vendor shall not disclose Proprietary Data or confidential information to subcontractors unless such subcontractors are bound by non-disclosure and confidentiality provisions at least as strict as those contained in this Agreement.


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D. Disclaimer: Notwithstanding any other provision of this Agreement, the City is furnishing Proprietary Data and confidential information on an “as is” basis, without any support whatsoever, and without representation, warranty or guarantee, including but not in any manner limited to, fitness, merchantability or the accuracy and completeness of the Proprietary Data or confidential information. Vendor is hereby advised to verify its work. The City assumes no liability for any errors or omissions herein. Specifically, the City is not responsible for any costs including, but not limited to, those incurred as a result of lost revenues, loss of use of data, the costs of recovering such programs or data, the cost of any substitute program, claims by third parties, or for similar costs. If discrepancies are found, Vendor agrees to contact the City immediately. E. Vendor’s Information: The City shall endeavor, to the extent provided by law, to comply with the confidentiality provisions set out in the End User License Agreement, provided, however, that The City understands and agrees that the Vendor software and documentation including, but not limited to, the Source Code, Object Code, the Interface Requirements Document(s) Acceptance Test Procedures, the Statement of Work, the software design, structure and organization, software screens, the user interface and the engineering know-how implemented in the software (collectively “Vendor Confidential Information”) constitute the valuable properties and trade secrets of Vendor, embodying substantial creative efforts which are secret, confidential, and not generally known by the public, and which secure to Vendor a competitive advantage. The City agrees during the term of this Agreement and the license granted hereunder, and thereafter, to hold the Vendor Confidential Information including any copies thereof and any documentation related thereto, in strict confidence and to not permit any person or entity to obtain access to it except as required for the City’s exercise of the license rights granted hereunder, and except as required by the parties understand that all the material provided or produced under this Agreement may be subject to the Colorado Open Records Act., § 24-72-201, et seq., C.R.S. (2003). In the event of a request to the City for disclosure of such information, the City shall advise Vendor of such request in order to give Vendor the opportunity to object to the disclosure of any of its documents which it marked as proprietary or confidential material. In the event of the filing of a lawsuit to compel such disclosure, the City will tender all such material to the court for judicial determination of the issue of disclosure and Vendor agrees to intervene in such lawsuit to protect and assert its claims of privilege against disclosure of such material or waive the same. Vendor further agrees to defend, indemnify and save and hold harmless the City, its officers, agents and employees, from any claim, damages, expense, loss or costs arising out of Vendor’s intervention to protect and assert its claim of privilege against disclosure under this Article including but not limited to, prompt reimbursement to the City of all reasonable attorney fees, costs and damages that the City may incur directly or may be ordered to pay by such court. 27. LEGAL AUTHORITY: A. Vendor assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken to enter into this Agreement. B. The person signing and executing this Agreement on behalf of Vendor does hereby warrant and guarantee that he has been fully authorized by Vendor to execute this Agreement on behalf of Vendor and to validly and legally bind Vendor to all the terms,


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performances and provisions herein set forth. C. The City shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement, if there is a dispute as to the legal authority of either Vendor or the person signing the Agreement to enter into this Agreement. 28. NO CONSTRUCTION AGAINST DRAFTING PARTY: Each of the Parties acknowledge that they and their respective counsel have had the opportunity to review this Agreement, and that this Agreement shall not be construed against any party merely because this Agreement or any of its provisions have been prepared by a particular party. 29. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE: This Agreement consists of Paragraphs 1 through 37, which precede the signature page, and the following attachments which are incorporated herein and made a part hereof by reference: Exhibit A Exhibit B Exhibit C Exhibit D In the event of (i) an irreconcilable conflict between a provision of Paragraphs 1 through 35, and any of the listed attachments or between provisions of any attachments, such that it is impossible to give effect to both, the order of precedence to determine which document shall control to resolve such conflict, is as follows, in descending order: Paragraphs 1 through 37 Exhibit D Exhibit A Exhibit B Exhibit C 30. SURVIVAL OF CERTAIN PROVISIONS: The parties understand and agree that all terms and conditions of this Agreement together with the exhibits and attachments hereto which, by reasonable implication, contemplate continued performance or compliance beyond the termination of this Agreement (by expiration of the term or otherwise) shall survive such termination and shall continue to be enforceable as provided herein. Without limiting the generality of the foregoing, the Contractor’s obligations for the provision of insurance and to indemnify the City shall survive for a period equal to any and all relevant statutes of limitation, plus the time necessary to fully resolve any claims, matters, or actions begun within that period. 31. INUREMENT: The rights and obligations of the parties herein set forth shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns permitted under this Agreement. 32. TIME IS OF THE ESSENCE: The parties agree that in the performance of the terms, conditions, and requirements of this Agreement, time is of the essence.


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33. FORCE MAJEURE: Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, unreasonable delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unreasonable unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if such default arises out of causes beyond their reasonable control), the actions or omissions of the other party or its officers, directors, employees, agents, contractors or elected officials and/or other substantially similar occurrences beyond the party’s reasonable control (“Excusable Delay”) herein. In the event of any such Excusable Delay, time for performance shall be extended for a period of time as may be reasonably necessary to compensate for such delay. 34. PARAGRAPH HEADINGS: The captions and headings set forth herein are for convenience of reference only, and shall not be construed so as to define or limit the terms and provisions hereof. 35. CITY EXECUTION OF AGREEMENT: This Agreement is expressly subject to and shall not be or become effective or binding on the City until it has been fully executed by all signatories of the City and County of Denver. 36. COUNTERPARTS OF THIS AGREEMENT: This Agreement may be executed in counterparts, each of which shall be deemed to be an original of this Agreement.

37. PROHIBITION OF EMPLOYMENT OF ILLEGAL IMMIGRANTS TO PERFORM WORK UNDER THIS AGREEMENT:

A. This Agreement is subject to Article 17.5 of Title 8, Colorado Revised Statutes, as now existing or hereafter amended, (the “Certification Statute”). Compliance by Vendor and its subcontractors with the Certification Statute is expressly made a contractual condition of this Agreement.

B. Vendor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Vendor shall not enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien or that fails to certify to Vendor that it does not knowingly employ or contract with an illegal alien to perform work under this Agreement.

C. Vendor represents, warrants, and agrees that:

(a) It has verified or attempted to verify that it does not employ any illegal aliens, through participation in the Basic Pilot Employment Verification Program administered by the U.S. Social Security Administration and U.S. Department of Homeland Security (“Basic Pilot Program” or “BPP”), as defined in § 8-17.5-101(1), C.R.S., or that if it is not accepted into the BPP prior to entering into this Agreement, it shall apply to participate in the BPP every three months until either it is accepted into the BPP or its has completed its obligations under this Agreement, whichever occurs first.

(b) It will not use the BPP to undertake pre-employment screening of job applicants while performing its obligations under this Agreement.


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(c) If it obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs with or contracts with an illegal alien, it will notify such subcontractor and the City within three days, and terminate such subcontractor if within three days after such notice the subcontractor does not stop employing or contracting with the illegal alien, unless during such three day period the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien.

(d) It shall comply with all reasonable requests made in the course of an investigation by the Colorado Department of Labor and Employment under authority of § 8-17.5-102(5), C.R.S.

D. If Vendor fails to comply with any provision of this Section 35, the City may terminate this Agreement for breach and Vendor shall be liable for actual and consequential damages to the City. E. Vendor shall certify the above by signing the certification attached as Exhibit D. [Signature Page Follows]


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IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals at Denver, Colorado as of the day first above written.

ATTEST: CITY AND COUNTY OF DENVER By:_________________________________ By:____________________________ STEPHANIE Y. O’MALLEY, Clerk and MAYOR Recorder, Ex-Officio Clerk of the City and County of Denver APPROVED AS TO FORM: RECOMMENDED AND APPROVED: DAVID R. FINE, Attorney for the City and County of Denver By:_________________________________ By: ____________________________ Assistant City Attorney Chief Information Officer REGISTERED AND COUNTERSIGNED:

By:_____________________________ Auditor Contract Control No “CITY”

By: ____________________________ Vendor By:


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EXHIBIT D

D.1 CERTIFICATION UNDER § 8-17.5-102, C.R.S. Vendor, in compliance with §8-17.5-102, C.R.S., certifies that at the time of the execution of this Certification:

1. Vendor does not knowingly employ or contract with an illegal alien.

2. Vendor has participated or attempted to participate in the Basic Pilot Employment Verification Program in order to verify that it does not employ any illegal aliens.

By: _______________________________ Print Name:_________________________ Title:______________________________ DATE: ________________________________


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SECTION E: ADDITIONAL REQUIRED INFORMATION

E.1 REFERENCE LISTING:

Vendors shall furnish the names, addresses and telephone numbers of a minimum of three (3) firms or government organizations for which the vendor is currently furnishing or has, in the past, completed service for. Vendors should not use the City and County of Denver as a reference.

Company Name

Address

Reference

Telephone Number

Company Name

Address

Reference

Telephone Number

Company Name

Address

Reference

Telephone Number


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E.2 DISCLOSURE OF PRINCIPALS: Pursuant to D.R.M.C. 20-69, any proposal in excess of $100,000.00 must be accompanied by a separate detachable document setting forth the following information: (1) the names of any officer, director, owner or principal of the business entity, including the identity of any shareholder who owns or controls 5% or more of the business entity, and either 1) the names of his or her spouse, and children under eighteen years of age; or 2) a statement that he or she or his or her spouse, or children, if any, under the age of eighteen have or have not made a contribution, as defined in D.R.M.C. 15-32, or contribution in-kind,

as defined in D.R.M.C. 15-32, to any candidate, as defined in himself or herself or any spouse or child under the age of eighteen

who has made such a contribution or contribution in-kind to a candidate. (2) the name of any subcontractors or vendors whose share of the proposal exceeds $100,000.00 of the contract or formal proposal amount; and (3) the names of any unions with which the vendor has a collective bargaining agreement. See the following page for a form which may be used for such vendor disclosure. If the total proposal amount is in excess of $500,000.00, the information required in (1) above must be provided at the time of proposal submittal, and the information required in (2) and (3) must be submitted in a timely fashion prior to award. [If applicable, add the following: The list of subcontractors required by this instrument is different and separate from the vendor list required on BF-4.] If the total proposal amount is less than $500,000.00 but more than $100,000.00, such information must be provided prior to award of the contract. Failure to provide the required information in a timely fashion shall render any proposal to which D.R.M.C. 20-69 applies non-responsive. While a vendor who has already disclosed such information need not provide such information with a second or subsequent proposal unless such information has changed, it shall be the responsibility of each such vendor to verify that such information is still current as of the date of such subsequent proposal and is in fact on file with the City Clerk by so stating and signing the Disclosure Form. Failure to provide or update the required information in a timely fashion shall render any proposal to which D.R.M.C. 20-69 applies non-responsive.


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VENDOR/CONTRACTOR/VENDOR/VENDOR DISCLOSURE

________________________________ ___________________________ ____________________ Bidding Entity's/Vendor's Name Telephone Number Form Completion Date ________________________________ __________________________________________________ Address Printed Name of Officer/Owner ________________________________ __________________________________________________ City, State, Zip Code Signature of Officer/Owner Section 20-69, D.R.M.C. requires the disclosure of the name of each officer, director, shareholder who owns or controls 5% or more of the business entity, principal, and owner of each bidding or proposing entity, and either the names of the spouses of those individuals and the names of their children under the age of eighteen (18), or a statement in lieu of the disclosure of the names of such spouses and children as set forth below in the "Certified Statement in Lieu of Disclosure". The names of officers, directors, 5% shareholders, principals and owners must be disclosed in either event. Required disclosures also include the names of any subcontractor/supplier receiving more than $100,000.00 of work and the names of any unions with which the bidder/Vendor has a collective bargaining agreement. This page may be photocopied if additional space is required. The individuals listed below are disclosed as having the noted relationship with the business entity/Vendor listed above. Show appropriate letter in the box to the left. Use center box for relationship to another line number: A=Officer, B=Director, C=Principal, D=Owner, E=Controller of 5% or more of the stock, F=Spouse, G=Child under age 18, H=Subcontractor, I=Supplier, J=Union. Identify with an asterisk (*) all listed persons who have made a contribution or contribution in-kind, as defined by Section 15-32 D.R.M.C., within the last five years. 1. [ ] [ ] ______________________ 9. [ ] [ ]________________________ 2. [ ] [ ] ______________________ 10. [ ] [ ]________________________ 3. [ ] [ ] ______________________ 11. [ ] [ ]________________________ 4. [ ] [ ] ______________________ 12. [ ] [ ]________________________ 5. [ ] [ ] ______________________ 13. [ ] [ ]________________________ 6. [ ] [ ] ______________________ 14. [ ] [ ]________________________ 7. [ ] [ ] ______________________ 15. [ ] [ ]________________________ 8. [ ] [ ] ______________________ 16. [ ] [ ]________________________

BIDDER/CONTRACTOR/VENDOR/VENDOR CERTIFIED STATEMENT IN LIEU OF DISCLOSURE OF NAMES OF SPOUSES AND CHILDREN

I hereby certify that, except as identified by an asterisk above, no officer, director, shareholder who owns or controls 5% or more of the business entity, principal, or owner or his or her spouse or child under eighteen years of age has made a contribution, as defined at Section 15-32 D.R.M.C., or a contribution in kind, as defined at Section 15-32 D.R.M.C., to a candidate, as defined at Section 15-32 D.R.M.C., during the last five years.

________________________________________________ Printed Name of Officer/Owner of Bidding/Proposing entity

________________________________________________ Signature of Officer/Owner of Bidding/Proposing entity


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E.3 INSTRUCTIONS FOR USING INS-CERT.COM

AGENT / BROKER / INSURER: Your insured has been awarded a contract or is bidding to the City, which no longer accepts paper insurance certificates. Please enter policy data for your insured (above) into www.Ins-Cert.com, link your insured to “City and County of Denver” as Certificate Holder, and call Steven Frenette at (720) 913-3332 or email [email protected], when finished. If your insured’s data is in the system, please link it to us, or give Steven their Access Code & Key. If you have not used Ins-Cert.com before, please follow these instructions carefully: 1. Register your Agency. On Home Page, click “Register” and enter the information about (1) Agency, (2)

Agency Principal or Manager, (3) Producers (if you want producers’ names/signatures on certificates). Print and sign Agency Service Agreement and Signature Page, and mail them to the address shown. You can enter data immediately.

2. Gather data – Attached are the requirements for this contract. You can use this as a worksheet to confirm coverages and limits from your file, making actual data entry easier, (saves digging through a file while entering data).

3. Log-on as the person whose name and signature you want to appear on the certificate.

4. Control Page is where you add insureds and enter policy data. Press “Add New Insured” and enter part of the name to see if they are in the system. If so, select the Insured – do not add a duplicate, (if two agents insure the same client, neither will see data entered by the other, but we will see it all). If not, press “Add New Insured” and enter them.

5. Enter data by pressing “Add” under the appropriate coverage column header – after saving data, the policy expiration date will appear instead of “Add.” Try to do all data entry in one day, to avoid a second data entry fee, and consider entering last year’s data, too – the data entry fee is $3 per insured per day, not per coverage, per policy or per year. Please enter your Insured’s e-mail, if he has one, and he will receive a notice that you entered the data.

6. Select Insurer before adding coverage data, (if you don’t find it, e-mail it to [email protected]). Enter all policy data, save it, select another coverage and repeat. NOTE: To see data for a different policy period, change the Display Date on the Control Page. * Note: each time you add/change data, you must enter the “Effective Date” (upper left).

7. Memos At the Control Page, press your Insured’s “Key” to view & print a 2-page memo to give the Insured. The first page tells him that you entered his data, and the second is a memo for him to fax to customers, inviting them to use Ins-Cert.com. Give these to your Insured and you should be free of paper certificates for a year!

8. Link Go Main Menu, press “Link to Cert-Holders,” select your Insured and look up that , by entering “City” & press “FIND.” Check the box beside City and County of Denver and press “SAVE.”

9. Renewals only take seconds: just press the “Renew” button, change the policy number, (if it hasn’t really changed, add a suffix, like ‘-1’), and press “SAVE.” Cert-Holders are already ‘linked,’ so you don’t have to do it again.

10. Additional Insureds – if you certify ‘Blanket Additional Insureds,’ we may enter CCD as an Additional Insureds, and it will appear on the certificate after the statement: “The following are named as Additional Insureds, and/or have Waiver of Subrogation, if required by written contract before a loss:” and you will receive an e-mail confirming this, so you have a record of all Additional Insureds. If you do not certify ‘Blanket Additional Insureds,’ we may e-mail a request through the system, giving you the names of those who are required by contract to be named as Additional Insureds. When you get approval, log-on, select “Review Additional Insured Requests” from the Main Menu, and approve the request. This will allow us to view a certificate with the approved names.

Thank you for your prompt cooperation – City and County of Denver


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E.4 VENDOR'S CHECK LIST

THE FOLLOWING CHECK LIST SHOULD BE USED TO ENSURE REQUIRED DOCUMENTATION IS ATTACHED TO THE PROPOSAL. IF A DOCUMENT IS NOT REQUIRED FOR YOUR PROPOSAL, WRITE N/A IN THE BLANK. PAGE 1. HAVE YOU SIGNED THE FRONT PAGE OF THE PROPOSAL? 2. HAVE YOU ENTERED YOUR SOCIAL SECURITY OR FEDERAL IDENTIFICATION NUMBER? 3. HAVE YOU REVIEWED ALL PROPOSAL PRICES? 4. HAVE YOU CHECKED UNIT COSTS, EXTENSIONS AND TOTALS? 5. HAVE YOU LISTED THE QUANTITIES YOU WILL SUPPLY? 6. HAVE YOU SUPPLIED ANY ALTERNATIVES OR ADDITIONAL INFORMATION ON SEPARATE HEADED NOTE PAPER? 7. HAVE YOU CHECKED TO ENSURE THERE ARE NO ALTERATIONS, DELINEATIONS OR ERASURES OF ANY PROPOSAL ITEMS? 8. HAVE YOU INCLUDED MANUFACTURER'S NAMES AND

REFERENCE NUMBERS, AS APPLICABLE? 9. ARE BONDS ENCLOSED WITH PROPOSAL (WHEN APPLICABLE)? 10. HAVE YOU ASSURED THAT THERE IS SUFFICIENT TIME TO TRANSMIT THIS PROPOSAL? THE MAILING ENVELOPE MUST BE DELIVERED ON TIME, AS SPECIFIED IN THE PROPOSAL, TO THE CORRECT ADDRESS; THE ENVELOPE MUST BE MARKED WITH PROPOSAL NUMBER, DATE REQUIRED AND PROPOSAL TITLE. 11. HAVE YOU ENCLOSED RELEVANT TECHNICAL LITERATURE OR SAMPLES (WHERE APPLICABLE)? NO PROPOSAL: VENDORS WHO FAIL TO RESPOND TWICE TO PROPOSALS OF A SIMILAR NATURE

MAY BE REMOVED FROM THE MAILING LIST. A RETURNED "NO PROPOSAL" IS AN ACCEPTABLE RESPONSE.

CERTIFICATION

I HEREBY CERTIFY THAT THE INFORMATION I HAVE PROVIDED IN THE PROPOSAL IS ACCURATE TO THE BEST OF MY KNOWLEDGE, AND THAT I AM DULY AUTHORIZED/EMPOWERED TO SIGN CONTRACTS ON BEHALF OF THIS COMPANY. COMPANY NAME YOUR NAME (PLEASE PRINT) TITLE DATE


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E.5 VENDOR INFORMATION

Vendor

Tell us where the vendor will provide? Rent Medical Service 06 Non-Employee Compensation 07 Attorney 14

Business Name Tax ID # (TIN or SSN) Business Address Telephone Number City, State Zip Fax Number Order Address (If different from above) Email (not Required) Vendor Entity Type (check one) City, State, Zip Individual LLP/LLC Remittance Name Partnership Sole Proprietor Remittance Address Corporation Government

Info

rmat

ion

City, State, Zip Exempt/Non-Profit Employee


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Substitute Form REQUEST FOR TAXPAYER For Auditor’s Office Use Only

W-9 IDENTIFICATION NUMBER (TIN) VERIFICATION Vendor #

Do NOT send to the IRS Legal Name (Do NOT Enter the Business name of a sole proprietorship on this line.)

Trade Name (Complete only if doing business as – DBA.)

PLEA

SE P

RIN

T O

R T

YPE

INFO

RM

ATIO

N

Official Business/Mailing Address (Include City, State and Zip Code.)

Return this form to the City and County of Denver contact with whom you have been working at

the address below.

Purchasing Division Department of General Services

City & County of Denver Wellington E. Webb Municipal Office Building

201 W. Colfax Ave. Dept 304 Denver, CO 80202

Check this box if you are either an attorney or a law firm. Check this box if you are a medical service provider.

Check your legal entity type and enter your 9-digit Taxpayer Identification Number (TIN) below. For Individuals, this is your Social Security Number (SSN). For other entities, it is your Employer Identification Number (EIN).

SSN

Sole Proprietor (Note: Enter both the Owners SSN and the business EIN if applicable.) EIN

Individual SSN

General Partnership EIN

Corporation EIN

S-Corporation EIN

LLC EIN

LLP EIN

Government Entity EIN

Exempt or Non-Profit Organization EIN

If your business is a Foreign Entity please request a Form W-8 Certificate of Foreign Status from your City & County of Denver contact. CERTIFICATION Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.

Certification Instructions: You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide the correct TIN. Name (print or type) Title (print or type)

Signature Date Telephone

Documents

FORMAL PROPOSAL NORTEL EQUIP 0664A …bids.centerdigitalgov.com/2295_107807.pdfFormal Proposal No NORTEL_EQUIP___0664A Nortel Networks, AVST Voice Mail & Avaya Octel Voice Mail . Page