Contract Award Notification (Revised )

Transcription

1 NEW YORK STATE OFFICE OF GENERAL SERVICES PROCUREMENT SERVICES GROUP 38th Floor - Corning Tower Building Empire State Plaza Albany, New York Contract Award Notification (Revised ) Title: Group # Interactive Voice Response Systems, Services and Peripherals - Nortel Networks Award Number: 4151 Contract Period: July 17, May 16, Purchase July 17, April 16, Maintenance Bid Opening Date: September 22, 1999 Date of Issue: July 18, 2000 Specification Reference: As Incorporated in the IFB Address Inquiries To: All State Agencies Non-State Agencies Name: Title: Phone: Fax: Hal Bartley Purchasing Officer Hal.bartley@ogs.state.ny.us Name: Title: Phone: Fax: Customer Services Purchase Coordinator customer.services@ogs.state.ny.us Description Contract PT56858 for the purchase of new Nortel Interactive Voice Response Systems (IVR) expired as of 5/16/2006. Nortel is responsible to provide repairs & maintenance (including Moves, Adds & Changes [MAC s]) under contract PS56859 until 4/16/2009. PR # TA3-Award Revised doc

2 Group Contract Award Notification Page 2 TABLE OF CONTENTS Page List of Contractor (s) 3 How to Use This Contract 4 Procurement Instructions 4 Revised Purchase Orders 5 Payments 5 Method of Payment 5 Rates 6 Living Expenses 6 State Net Price 6 Terms and Conditions 6 Term of Contract 6 Alternate Channel Participation 7 General Considerations 7 Equipment 8 Delivery/Installation 8 Identification Markers and Inventory 8 Documentation 9 Equipment and/or Software-Dropship Only 9 Professional Services 9 Application/Script Support Services 9 Interconnection with Common Carrier/Other Equipment 10 Year Vendor's Compliance Statement 10 Training 11 Standard of Performance/Acceptance 11 Alternate Channel Participation 11 Performance Period Failure 11 Replacements 12 Maintenance of Product 12 Remote Administration/Maintenance 14 Maintenance Responsibility 14 Maintenance/Service Sheets 14 Failure to Comply 15 Performance Credits 15 Approved Revisions to Appendix B 15 Contract Performance Report 17

3 Group Contract Award Notification Page 3 PT = purchase contract PS = maintenance contract CONTRACT # CONTRACTOR & ADDRESS TELEPHONE # FED.IDENT. # For an updated list of contractors, please click the following link to the Contractor Information Section: Cash Discount, If Shown, Should be Given Special Attention. INVOICES MUST BE SENT DIRECTLY TO THE ORDERING AGENCY FOR PAYMENT. AGENCIES SHOULD NOTIFY THE PROCUREMENT SERVICES GROUP PROMPTLY IF THE CONTRACTOR FAILS TO MEET THE DELIVERY TERMS OF THIS CONTRACT. DELIVERED ITEMS WHICH DO NOT COMPLY WITH THE SPECIFICATIONS OR ARE OTHERWISE UNSATISFACTORY TO THE AGENCY SHOULD ALSO BE REPORTED TO THE PROCUREMENT SERVICES GROUP. NOTE TO AGENCY: The letters SB listed under the Contract Number indicate the contractor is a small business. Additionally, the letters MBE and WBE indicate the contractor is a Minority-owned Business Enterprise and/or Woman-owned Business Enterprise, respectively. NOTE TO ALL CONTRACT USERS: The terms and conditions of the solicitation which apply to the award appear at the end of this document. We strongly advise all contract users to familiarize themselves with all terms and conditions before issuing a purchase order. M:\Comm-Tech-Services\Webprep Kathy\TSU-InProgress\10359TA3-Award Revised doc

4 Group Contract Award Notification Page 4 HOW TO USE THIS CONTRACT Authorized Users will determine which interactive voice response (IVR) manufacturer s product line represents the best value to meet the needs of their agency. This decision may be based on a wide variety of criteria including competitive cost of one product line versus another, compatibility with existing equipment, etc. Larger orders will be subject to further negotiation of pricing and other terms as detailed below. PROCUREMENT INSTRUCTIONS The following guidelines will assist State agencies in negotiating large purchases. Be aware that there are several brands of IVR systems on contract and others are added as needed. State agencies should carefully consider all alternatives to determine which provides the best value. The following guidelines apply to all purchases over $150, and are recommended for any purchase over $50,000.00: 1. Determine if more than one Contractor can provide the required equipment. If only the Nortel Networks product line can fulfill the requirement, solicit best and final pricing from the Contractor or among the participating resellers, if applicable. 2. If more than one Contractor can provide the required equipment, create a short description of your requirement, being as specific as possible, and send copies to each Contractor, including participating resellers who may be able to meet the requirements. Select the offer which provides the best value. 3. Agencies should build a Procurement Record that includes a memorandum For the Record for any order exceeding $150, This record should detail the negotiating procedure used and why the equipment purchased has been determined to be the most cost-effective for current and future needs. 4. State agencies should file all orders directly with the Office of the State Comptroller in accordance with their rules and regulations. A copy of the Procurement Record should accompany the purchase order when forwarded to the Office of the State Comptroller for final approval. 5. No approval by the Office of General Services is required. 6. Although not under OGS purchasing authority, local governments should exercise similar judgment when making large purchases from this contract. 7. These procedures may be modified in the future as needed to reflect changes in procurement law.

5 Group Contract Award Notification Page 5 REVISED PURCHASE ORDERS If Contractor introduces a new or upgraded model of type of Product ordered by Authorized User between the time the Purchase Order is issued and the Product is to be delivered to the Authorized User, the Authorized User shall be given the option of modifying the order to request the new or upgraded Product. Such new or upgraded model shall be made available pursuant to the pricing set forth in the NYS Net Price List. Prior to shipment of the equipment by Contractor, the Authorized User may change its order to add Product or to substitute Product of increased or upgraded capabilities at the price set forth in the NYS Net Price List. The Authorized User shall be liable for the payment of the higher price, if any, for such Product, but shall not be liable for any additional charges as a result of having changed its order. PAYMENTS Payment for Products or services shall be the sole, individual responsibility of the Authorized User. Authorized Users may participate in accordance with the terms and conditions set forth herein, and may directly authorize payment by the issuance of a purchase order for ordered Products. The issuance of a purchase order shall reference the contract. Contractor shall bill each Authorized User in accordance with the then-applicable pricing set forth on the Contractor s quote, including adjustments. Each Authorized User shall make separate application for services and is responsible for payment for those services, subject to legislative appropriations. The State of New York Office of General Services is the lead agency in awarding this contract and assumes no liability for payment for any services rendered by Contractor under this contract, except as OGS may itself subscribe to use Contractor s services under this contract, in which case it shall be liable directly for such use, subject to legislative appropriations. METHOD OF PAYMENT After Acceptance, the Contractor will submit an invoice for the Product installed or, in the case of drop-ship Products, after the Authorized User receives all the Products listed on the Purchase Order. If the invoice is issued before either of these actions, it is the Authorized User s responsibility to write a letter to the Contractor stipulating the requirement for the action to take place. This will stop the clock for the application of State Finance Law Article XI-A, item 15. After the receipt and/or Acceptance, all necessary Authorized User, OSC, etc. documents must be processed for payment to be made to the Contractor. The invoice will contain the Contract ID number PT56858, the name of the Authorized User, the location where service was performed, and, either in its body or as an attachment, will contain a copy of the report itemizing the Product provided. Maintenance invoices for payment shall be submitted to the Authorized Users at the end of each month or quarter, or, if payment is made each year (WITH 5% DISCOUNT ANNUALLY), on a New York State Standard Voucher or company invoice for the maintenance period. As a minimum, this voucher or invoice will contain the Contract ID number PS56859; the name of the Authorized Users, the

6 Group Contract Award Notification Page 6 location where service was performed; and, either in its body or as an attachment, will contain an itemization of the equipment covered. RATES During the term of the contract, Nortel Networks will maintain the discount(s) from list as quoted in the original bid for the categories outlined except under special discounts issued by the manufacturer which will be announced by Nortel Networks as they occur. In the event that the list price increases on a contract item, the State price may increase in accordance with the applicable discount from list. Net prices include all applicable shipping, handling, insurance and associated delivery charges. All hardware and/or software supplied shall be shipped with the documentation that is normally included by the manufacturer in the standard package. Price reductions shall take effect immediately and be applied to all unshipped orders. OGS reserves the right to delete, at its discretion, any product which increases in price during the contract period or any extension period. If during the initial contract period or any renewal period, the manufacturer directly offers any special pricing incentives whether temporary or permanent, the Contractor shall make available such special pricing to the Authorized Users under the contract. LIVING EXPENSES There may be situations where the Contractor is eligible for compensation for overnight, or per diem, living expenses. If such a situation arises, the Contractor must include the estimated number of days required for the Contractor s representative to be on site to perform the work in the Professional Services/Application Development estimate or quote. Authorized Users must approve that such action is required in the performance of the project. The rates for living expenses must be negotiated between the Contractor and Authorized Users. Authorized Users are usually restricted to certain allowances dictated by financial laws governing their particular jurisdiction. STATE NET PRICE The current State Net Price List with installation, maintenance and warranty period is available on the OGS web site and there is a rate schedule attached to this document. TERMS AND CONDITIONS TERM OF CONTRACT The term of the contract will continue for a period of five (5) years, and may be renewed for up to two additional one-year periods or, with the approval of the Office of the State Comptroller, the renewal of the contract may continue until a new contract(s) is issued.

7 Group Contract Award Notification Page 7 The maintenance contract (i.e. those terms of the contract issued pursuant to this award related to maintenance) will be effective for an additional period of three years, continuing upon expiration of the contract for the Product purchased including renewal periods and includes preventive maintenance and remedial maintenance as well as moves, modification of equipment and software upgrades required to ensure the existing Product can function effectively within the Authorized Users environment. The maintenance contract does not include the purchase of new Product. ALTERNATE CHANNEL PARTICIPATION It is the intent of OGS to allow resellers (Value Added Resellers [VARs], distributors and dealers) to participate as alternate distribution sources in a contract awarded to the manufacturer/software developer under the following conditions: A. Contractor shall specify whether orders must be placed directly with Contractor, or may be placed directly with designated Reseller(s). If Resellers are designated to fulfill orders under this contract, Contractor must provide OGS, in advance, with all necessary ordering, billing addresses and federal identification numbers. B. Resellers must be approved in advance by OGS as a condition of eligibility under this section. OGS also reserves the right to rescind any such participation in the best interests of the State, at the State's sole discretion, at any time. C. Contractor shall be fully liable for Resellers' performance and compliance with all Contract terms and conditions. Product (including services) purchased through Resellers must be reported by Contractor in the required Quarterly Reports to OGS. In addition to inclusion of Reseller volume in the Contractor's quarterly reporting obligation to OGS, at the request of Authorized Users, Reseller shall provide Authorized Users with quarterly reports of the individual Authorized User's contract activity with Reseller. D. Product ordered directly through Resellers shall be subject to all terms and conditions of this Contract as a condition of Reseller participation and may contain only Products or services previously approved for addition under this Contract. GENERAL CONSIDERATIONS A. No drug use of any type, nor alcoholic beverages by the Contractor or its personnel shall be permitted on the premises. B. The Authorized User will not be liable for any expense incurred by the Contractor as a consequence of any traffic infraction or parking violations attributable to employees of the Contractor. C. It is the Contractor's responsibility to maintain the equipment and materials provided for the work consistent with applicable safety and health codes. D. The Office of General Services' interpretation of specifications shall be final and binding upon the Contractor.

8 Group Contract Award Notification Page 8 EQUIPMENT A. All equipment delivered for installation will (1) conform to the manufacturer s testing standards at the time of purchase under this contract; and (2) incorporate the most recent design changes from the manufacturer as of the scheduled delivery dates for that technology. B. All hardware and software shall be covered by a minimum of 1-month (30 days) warranty, but never less than the applicable Nortel Networks standard warranty. New products developed by Nortel Networks during the contract period shall be covered by the standard Nortel Networks guarantee for the product line. C. The products are currently installed and demonstrable in a user environment for a minimum of three months prior to Nortel Networks submission of their bid. D. Where accessories, adjuncts or peripheral equipment are to be supplied, the Authorized User has the responsibility of providing the Contractor with sufficient specifications regarding installed, existing equipment or software to ensure that the Contractor can determine that the additions are compatible with the rest of the equipment. E. Any equipment replaced by the Contractor during the contract period shall be under a minimum of 1-month (30 days) warranty, but never less than standard manufacturer s warranty. This warranty shall be effective from the date of replacement and replaced at no cost to the Authorized User if found defective during that time. DELIVERY/INSTALLATION The Contractor shall deliver, install and program Product according to a schedule which is mutually acceptable to both parties after receipt of a purchase order and shall be expressed in the number of calendar days. If Nortel Networks fails to deliver or install the equipment within the time period previously agreed upon in writing between the Authorized User and the Contractor, it is understood and the Contractor hereby agrees that the amount of 1.0 percent of the purchase order value per day, up to the value of the purchase order for equipment and service, shall be deducted from the monies due the Contractor for each intervening calendar day beyond the scheduled delivery date, as a performance credit. The Contractor shall not be liable if failure to perform arises out of causes beyond its control and without the fault or negligence of the Contractor (Acts of God, the public enemy, fires, floods, strikes, freight embargoes, regulated telephone company delays, etc.). IDENTIFICATION MARKERS AND INVENTORY At the discretion of the Authorized User, the Authorized User shall supply and the Contractor shall affix permanent identification markers suitable for inventory purposes for all equipment. Such markers shall indicate that the equipment is owned by the Authorized User. Such identification markers shall provide a reference for a quarterly inventory to be supplied by the Contractor to the Authorized User of all equipment in connection with its annual maintenance rate adjustment. Such inventory will also be required quarterly during the warranty period.

9 Group Contract Award Notification Page 9 DOCUMENTATION When equipment is purchased, Nortel Networks must supply the Authorized User with all technical or other manuals, documents, plans, specifications or other materials necessary for the equipment s operation, including any additions or peripheral equipment for which there is no charge to the Authorized User. If these documents are subject to a separate cost and are not supplied at no charge with the product, Nortel Networks will advise the Authorized User and ensure that the part number and rates associated with the documentation is available to the Authorized User and included in the published contract rates. Should such materials be updated or replaced, the Authorized User will be advised and, if ordered, provided with such materials within ten (10) days of their issuance. Authorized Users may purchase additional sets of technical manuals, if needed. Nortel Networks may also provide an additional copy of software documentation in electronic or CD-ROM format, from which Authorized User shall be entitled to make copies to the extent necessary to fully enjoy the rights granted under this agreement. EQUIPMENT AND/OR SOFTWARE - DROPSHIP ONLY In the event that an Authorized User requests the purchase of equipment and doesn t require installation by the Contractor, the Contractor will deliver the equipment under manufacturer s warranty on an FOB destination basis and can issue an invoice and, upon receipt, the Authorized User can authorize payment. PROFESSIONAL SERVICES Nortel Networks will be allowed to provide professional engineering and consulting services only on the system/equipment/software sold to Authorized Users under the contract. Professional services shall not be the primary procurement from the contract, but shall support only the products purchased by Authorized Users. Those services will be charged on an hourly basis at the rates or discounted rates that have been established in State Net Price List. Excluding application/script development, requirements for professional services that exceed 20% of the cost of Product purchased should be acquired from the OGS Computer Consulting, Systems Integration and Training Services contracts. State Agencies that purchase professional services in excess of 20% of Product from the contract resulting from this IFB must obtain the prior approval of the Office of the State Comptroller. APPLICATION/SCRIPT SUPPORT SERVICES Nortel Networks will provide support services for the development of a script and levels of voice response. At the time that the Product is ordered, Authorized Users will submit a short concept paper to the Contractor outlining the approximate recording time of the text and number of levels as Authorized Users perceive the IVR system will require. Contractor will use Authorized Users concept of the scope of the project to prepare a quote with a not-to-exceed estimate for the scripting process and the cost of the Product. This estimate will be based on hourly rates established in the State Net Price List. The development of application and/or script is exempt from the restriction of 20% as given in the previous section for other Professional Services. In the event that the cost to

10 Group Contract Award Notification Page 10 develop the application/script will exceed the quotation provided by the Contractor, the additional cost must be approved by the Authorized User before the contractor completes the work. Authorized Users will use this quote to issue a Purchase Order, or the equivalent. After receipt of the Purchase Order, Nortel Networks and Authorized Users will negotiate an install date acceptable to both parties. Nortel Networks is offering a 20% discount on application and/or script development for the initial program when the system is purchased and installed. Subsequent revisions to the application and/or script will be assessed at the contract rates. Authorized Users are encouraged to negotiate better terms when large dollar amount and extensive revisions are required. INTERCONNECTION WITH COMMON CARRIER/OTHER EQUIPMENT Contractor warrants that Product as installed, or subsequently modified by Contractor (or others with its knowledge and consent) shall be suitable for connection to the common carrier network or other equipment (as identified by Authorized User) and guarantees that such interconnection will not in any way impair the quality of transmission or cause any harmful effects to such network or equipment. Contractor will save the Authorized User harmless from any action brought against the Authorized User to the extent that it is based on a claim that the Product at any time caused any such harmful effects, except to the extent that such damage was caused by acts or omissions of the Authorized User. The warranty, and remedy, set forth in this paragraph shall only be operable to the extent Authorized User informs Contractor of the carriers or equipment to which Product will be connected. YEAR VENDOR S COMPLIANCE STATEMENT Nortel Networks will be required to provide the following Compliance Statement for the specific Product: VENDOR S COMPLIANCE STATEMENT With regards to the warranty statement contained in paragraph #3 of the NYS Standard Year 2000 Warranty, Vendor Products furnished under [Insert Contract Reference Number] are individually warranted as Year 2000 compliant. [If only part of product line is warranted, enumerate compliant products, either: below, attached list, or by other means] The above are also warranted as a system to be compliant as follows: a) Vendor Products intended to perform as a package or system (e.g. exchanging date/time between two or more such products), and/or b) Vendor s Products with the designated O/S (operating system(s)). Other than as set forth above, Vendor has not tested Vendor Product(s) in combination with all other third party software or hardware, and therefore makes no representations with regard to any Vendor Product s interoperability with any such non-vendor software or hardware. Vendor shall, however, obtain a pass through from the third party manufacturer to Authorized User of third party

11 Group Contract Award Notification Page 11 manufacturer s standard Year 2000 warranty for any third party products offered under the above contract and provide such warranty at the time of bid, product order or product quote. Where such third party product pass-through is not given, Vendor shall declare such third party products as being non-compliant at the time of bid, product order or quote. Vendor shall furnish this compliance statement and a statement for any non-compliant product or system to the Authorized User at the time of bid, product order or product quote TRAINING Nortel Networks will be required to provide training on the proper use of the new system to Authorized Users supervisors and agents. Training will take place at the site or sites specified by Authorized Users. Training must be provided to all shifts during their normal work schedules including evening and night shifts if required by the Authorized Users. STANDARD OF PERFORMANCE/ACCEPTANCE Authorized Users are encouraged to expand the following minimum standards and Acceptance period based on their individual requirements and must notify the Contractor prior to installation. The Standard of Performance requires that upon completion of the installation, all Products furnished by the Contractor will be subject to a minimum five (5) continuous full business days operational test to determine the reliability of the Product. The Contractor must certify in writing to the Authorized User that the Product is installed and ready for performance testing. The notification shall include model and serial number nomenclature of all Products installed and ready for testing. Product performance for the agreed upon Acceptance period shall not be less than one hundred (100%) percent during the operational test period. If Nortel Networks is responsible for the programming of the equipment, the performance test shall include the full functioning of the software. PERFORMANCE PERIOD FAILURE In the event that the Product (including any special or optional features ordered and installed), software or programming has not achieved the Standard of Performance within thirty (30) days of the start of the test, or less as agreed upon by the Contractor and Authorized User, the Contractor fails the performance period, then: A. It is understood and Nortel Networks agrees that the amount of 1.0 percent of the purchase order value per day, up to the value of the purchase order for Product and service, shall be deducted from the monies due the Contractor for each intervening calendar day any work remains unacceptable, as a performance credit. The Contractor shall not be liable if failure to perform arises out of causes beyond its control and without the fault or negligence of the Contractor (Acts of God, the public enemy, fires, floods, strikes, freight embargoes, regulated telephone company delays, etc.). And,

12 Group Contract Award Notification Page 12 B. The Authorized User may terminate the test and require the Contractor to provide a replacement for each item of equipment or reprogram the software which failed to achieve the required Standard of Performance, at no cost to the Authorized User, and allow for a new test period. Or, C. Find the Contractor in Default - If the Contractor is found in default, the Contractor shall remove the system/software or equipment at no cost to the Authorized User. Allowance may be made only for delays which are beyond the control of the Contractor. REPLACEMENTS If the Authorized User elects the option of acquiring replacement equipment and/or software, a new performance period will commence upon notification in writing to the Authorized User that the Contractor has installed all equipment and/or software subject to replacement. The notification shall contain, as a minimum, the model and serial number nomenclature of the new equipment, cross-referenced to that of the equipment replaced. The Contractor shall bear the cost of transportation, installation, and delivery whenever equipment and/or software are subject to replacement, unless the replacement was due to the fault or negligence of the Authorized User. MAINTENANCE OF PRODUCT All hardware and software maintenance and repair will be provided under warranty for at least thirty (30) days, never to be less than manufacturer warranty, subsequent to Acceptance of the system. After warranty or to supplement warranty provisions (extended warranty), Remedial Maintenance may be selected at the option of the Authorized Users. The contract includes annual maintenance renewal options. Nortel Networks also provides time and material (T&M) rates for all levels of maintenance offered including overtime rates. Authorized Users will select the maintenance level and payment option appropriate for their needs. A. Maintenance shall be provided upon expiration of the warranty or under circumstances not covered by said warranty (e.g. on-site maintenance not provided by the manufacturer s warranty). B. Nortel Networks shall advise Authorized Users of the maintenance options which may be ordered with the Product and the costs associated with each option. Maintenance may be ordered separately at any time during the contract period and/or license term. Authorized Users will have the option of selecting a monthly/annual maintenance contract or maintenance on a time and materials basis. The Purchase Order, or equivalent, shall identify which option has been selected. The initial maintenance term and any renewal(s) thereof may survive expiration of the contract term under the separate maintenance contract. C. Nortel Networks provides a local telephone number for the repair facility. The ability to report and track maintenance troubles is available on a 24 hour, seven day a week basis.

13 Group Contract Award Notification Page 13 D. Unless the agreement between the Authorized User and the Contractor specify otherwise, Contractor guarantees that within forty-eight (48) continuous hours of its response for any maintenance request that repairs will be successfully completed and that system service will be fully restored so long as the malfunction is attributable to Contractor's Product. E. Where Authorized Users elect support and maintenance services, Contractor shall maintain the Product so as to provide Authorized Users with the ability to utilize the Product without interruption, delay or significant functional downtime to the Authorized User s ongoing business operations during the maintenance term in accordance with the terms and conditions of the applicable service descriptions. F. Warranty will become effective subsequent to Acceptance of the Product. G. However, if at any time during the warranty period or any subsequent maintenance period, service is performed on the Product by anyone other than Nortel Networks, without the Contractor s consent, or if the Product is removed from the premises without the Contractor s supervision and consent, then at the option of the Contractor, the warranty agreement or maintenance contract may become null and void for those items of Product affected by the prohibitions. The Contractor shall notify the OGS Procurement Services Group of any such cancellation. OGS reserves the right to review the validity of such cancellation with the Contractor and Authorized Users and take appropriate action. H. The Contractor shall not be obligated to repair damage caused by fire or other casualty (except that caused by the Contractor), willful or grossly negligent operation or handling of the Product by the Authorized User s employees. Properly trained Authorized Users personnel may make software changes to Authorized Users database without the Contractor s prior written consent. Should the Contractor s consent be required, it shall not be unreasonably withheld. Authorized Users shall be responsible for updating of all records associated with the modifications. I. The Contractor shall perform preventive maintenance (PM) according to the manufacturer s recommended schedule and it shall be performed during Authorized Users working hours at a time acceptable to Authorized Users. J. Authorized Users will pay monthly or quarterly in arrears for any maintenance, service, and parts utilized in accordance with the Contractor s established rates. Prepaid Annual Maintenance will be available only with an additional 5% or greater discount. Rates are to be adjusted monthly in arrears by Contractor for increases and decreases in the quantity of the Product. K. Authorized Users shall not be required to purchase maintenance for use of Product, and may discontinue maintenance at the end of any current maintenance term upon 30 days written notice to Contractor prior to the end of the term. L. Nothing in this Contract shall be construed to prevent Authorized Users from acquiring peripheral equipment from a Third Party. In the event Authorized Users acquire such

14 Group Contract Award Notification Page 14 equipment, Contractor shall be obligated to cooperate with the Third Party, as necessary, in the performance of each party s maintenance obligations. REMOTE ADMINISTRATION/MAINTENANCE The cost for any equipment required to perform Remote Administration and Maintenance Service and the cost of the service, if provided by the Contractor, must be included in the manufacturer s price list. To ensure switch security, modems installed for remote maintenance must be dial-back modems. MAINTENANCE RESPONSIBILITY Malfunctions which cannot be immediately diagnosed and pinpointed to a certain piece of equipment or service will require the participation of the Contractor until the responsibility for the problem has been unequivocally established. In no instance shall the failure to resolve the issue of responsibility relieve Nortel Networks of their obligation to restore Product operation. Authorized Users shall have the right to adjust such matters after the fact and validate charges and/or maintenance credits applicable to the provisions of the maintenance agreement. As a part of maintenance responsibilities, the Contractor shall represent Authorized Users with other involved equipment and service providers in order to identify and correct the malfunction. The specific maintenance responsibilities are described in the maintenance agreement and must include the delineation of responsibility for any charges received from other involved equipment and service providers as a result of the use of Contractor supplied Products. Nortel Networks shall furnish Authorized Users with a maintenance service sheet for all maintenance requests. The maintenance service sheet shall include, as a minimum, the following data for each request for service: MAINTENANCE/SERVICE SHEETS Date and time notified Date and time of arrival Description of malfunction reported Diagnosis of failure and work performed Date and time failure was corrected Charges for the service, if applicable Name of person performing the service The maintenance service report must be supplied upon completion of maintenance whenever it is performed on the Product.

15 Group Contract Award Notification Page 15 FAILURE TO COMPLY Should Nortel Networks fail to maintain the installed Product at a level equal to the terms and conditions as specified in the documentation established by the Contractor for the maintenance option, Authorized Users reserve the right to terminate the maintenance contract without any penalty whatsoever after a thirty day written notice to said Contractor. PERFORMANCE CREDITS If Nortel Networks fails to maintain the Product within the terms specified in the particular maintenance agreement selected by the Authorized User, it is understood and the Contractor hereby agrees as a minimum that the amount of 1.0 percent of the purchase order value per day, up to the value of the Product on the purchase order, shall be deducted from the monies due the Contractor for each intervening hour beyond the first 48 hours any work or repair remains incomplete, as a performance credit. The Contractor shall not be liable if failure to perform arises out of causes beyond its control and without the fault or negligence of the Contractor (Acts of God, the public enemy, fires, floods, strikes, freight embargoes, regulated telephone company delays, etc.). In the event there is no applicable monthly maintenance charge, the amount of the credit will be remitted directly to Authorized Users. Authorized Users have the right to sign a maintenance agreement which increases the Performance Credit as stated, but the Performance Credit can t be eliminated or reduced through negotiation. When a maintenance credit is due, the total number of creditable hours, adjusted upward to the nearest hour, will be accumulated for the monthly billing period. Down time for each incident will begin from the time Authorized Users place the maintenance request and will end when the Product is returned to proper operating condition. Actual travel time, not to exceed two hours per day, is excluded from the down time computation. If the Contractor does not perform according to the contract, Authorized Users reserve the right to contract with another maintenance company. The difference in cost, if any, between the two will be borne by the non-performing Contractor. APPROVED REVISIONS TO APPENDIX B In the development of this contract, the Office of General Services has decided to approve the following variations in the language of certain items in Appendix B, General Specifications for Procurement Contracts, dated December 1999: ITEM 48. TITLE AND RISK OF LOSS Revise the first sentence to read Notwithstanding the form of shipment, risk of loss shall not pass from the Contractor to the Authorized User until the Products have been received by the receiving entity. Title to equipment (but not licensed software) shall pass to Authorized User on payment of all amounts due.. ITEM 57. PERFORMANCE/BID BOND Revise the first sentence to read "The Issuing Entity reserves the right, pursuant to State Finance Law to require the Bidder/Contractor to furnish a performance, payment or bid bond or negotiable irrevocable letter of credit or other form of security for the faithful performance of the contract, whenever the Commissioner in his/her sole discretion deems such bond or security to be in the Issuing Entity's best interest. The Issuing

16 Group Contract Award Notification Page 16 Entity, or requester of the security shall be liable for any additional costs incurred as a result of such an imposed requirement(s).". ITEM 59. CANCELLATION "All termination must be preceded by a sixty (60) day period cure notification." ITEM 71b. WARRANTIES & GUARANTEES Remove the word "perpetual" in the first sentence. ITEM 79b. OWNERSHIP/TITLE TO CUSTOM PRODUCTS OR PROGRAMMING Replace the word reproduce with reproduce in accordance with the terms of the contract and delete the word distribute. This change is applicable to both the first and second paragraphs of Item ii. ITEM 86a. ADDITIONAL WARRANTIES/ GUARANTEES Add the following to the last sentence "and the License shall return all the equipment to the Contractor. This shall represent the Contractor's entire liability under this clause.". ITEM 88. SOURCE CODE ESCROW FOR LICENSED PRODUCT Revise first sentence in the third paragraph to read "Source Code, as well as any corrections or enhancements to such Source Code, shall be updated to be in accordance with the release being licensed by the Licensee.. ITEM 88B. SOURCE CODE ESCROW FOR LICENSED PRODUCT Revise to read "place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement that is offered to any other commercial customers..

17 Group Contract Award Notification Page 17 State of New York Office of General Services PROCUREMENT SERVICES GROUP Contract Performance Report Please take a moment to let us know how this contract award has measured up to your expectations. If reporting on more than one contractor or product, please make copies as needed. This office will use the information to improve our contract award, where appropriate. Comments should include those of the product s end user. Contract No.: Contractor. Describe Product* Provided (Include Item No., if available): *Note: Product is defined as a deliverable under any Bid or Contract, which may include commodities (including printing), services and/or technology. The term Product includes Licensed Software. Product meets your needs Product meets contract specifications Pricing Excellent Good Acceptable Unacceptable CONTRACTOR Timeliness of delivery Completeness of order (fill rate) Responsiveness to inquiries Employee courtesy Problem resolution Excellent Good Acceptable Unacceptable Comments: (over) Agency: Address: Prepared by: Title: Date: Phone: Please detach or photocopy this form & return by FAX to 518/ or mail to: OGS PROCUREMENT SERVICES GROUP Customer Services, Room 3711 Corning 2 nd Tower - Empire State Plaza Albany, New York 12242