HomeMy WebLinkAboutContractAGREEMENT FOR TEAMS PHONE SYSTEM PILOT
THIS AGREEMENT, dated for reference purposes only as February 8, 2022, is by and between the
City of Renton (the “City”), a Washington municipal corporation, and Cerium Networks
(“Consultant”), a Washington Corporation. The City and the Consultant are referred to
collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement
is effective as of the last date signed by both parties.
1. Scope of Work: Consultant agrees to provide professional consultant and engineering
services for a Microsoft Teams Phone System Pilot as specified in Exhibit A, which is
attached and incorporated herein and may hereinafter be referred to as the “Work.”
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Workconsisting of additions, deletions or modifications.Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth inExhibitBor as otherwise mutually
agreed by the Parties.
3. Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later
than April 15, 2022.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $20,434.56. Compensation shall be paid as a flat rate
fixed sum based upon Work actually performed according to the rate(s) or amounts
specified in Exhibit B. The Consultant agrees that any hourly or flat rate charged by it
for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to
in writing or provided in Exhibit B. Except as specifically provided herein, the
Consultant shall be solely responsible for payment of any taxes imposed as a result of
the performance and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Workisperformed, the Consultant shall submit a voucher or invoice in aform
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant shall also submit a final bill upon completion of all
CAG-22-040
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Work. Payment shall be made by the City for Work performed within thirty (30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant’s performance does not meet the requirements
of this Agreement, the Consultant will correct or modify its performance to comply
with the Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten(10) calendar days’ notice to the Consultant in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B. In the event this Agreement is terminated by the City, the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the Cityafter partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing the
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Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement. The City’s or other’s
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required by
applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Act
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disclosure, it may, at
Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend,
and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim
or litigation related to a Public Records Act request for which Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
distribution any and all records responsive to the Public Records Act request in a timely
manner, unless those records are protected by court order. The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Consultant and the City
during the period of the Work shall be that of an independent contractor, not
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employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant’s failure to do so.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
acts, errors or omissions of the Consultant in its performance of this Agreement or a
breach of this Agreement by Consultant, except for that portion of the claims caused by
the City’s sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Consultant and the City, its officers, officials, employees and volunteers, Consultant’s
liability shall be only to the extent of Consultant’s negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant’s waiver of immunity under the Industrial
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Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does not have a
business interest or a close family relationship with any City officer or employee who was,
is, or will be involved in selecting the Consultant, negotiating or administering this
Agreement, or evaluating the Consultant’s performance of the Work.
12. City of Renton Business License: Unless exempted by the Renton Municipal Code, t
Consultant shall obtain a City of Renton Business License prior to performing any Work
and maintain the business license in good standing throughout the term of this
agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
13. Insurance: Vendor shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability/ Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers’ Compensation Coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Vendor’s vehicles on the City’s Premises by or on behalf
of the City, beyond normal commutes.
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E. Cyber Liability Insurance is required, with limits not less than $2,000,000 per
occurrence or claim, with $2,000,000 aggregate minimum. Coverage shall be
sufficiently broad to respond to the duties and obligations as is undertaken by Vendor
in this agreement and shall include, but not be limited to, coverage, including defense,
for the following losses or services: claims involving infringement of intellectual
property, infringement of copyright, trademark, trade dress, invasion of privacy
violations, information theft, damage to or destruction of electronic information,
release of private information, alteration of electronic information, extortion and
network security, coverage for unauthorized access and use, failure of security,
breach of confidential information, or privacy perils. The policy shall provide coverage
for breach response costs, to include but not limited to crisis management services,
credit monitoring, public relations, legal service advice, notification of affected
parties, independent information security forensics firm, and costs to re-secure, re-
create and restore data or systems as well as regulatory fines and penalties with limits
sufficient to respond to these obligations.
F. Vendorshall name the City as an Additional Insured on its commercial general liability
policy on a non-contributory primary basis. The City’s insurance policies shall not be
a source for payment of any Vendor liability, nor shall the maintenance of any
insurance required by this Agreement be construed to limit the liability of Vendor to
the coverage provided by such insurance or otherwise limit the City’s recourse to any
remedy available at law or in equity. Additional Insured requirements do not apply to
Cyber Liability nor Professional Liability insurance, if applicable.
G. Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
H. Vendor shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
14. Safeguarding of Personal Information; Intellectual Property:
A. Personal Information: Vendor shall not use or disclose Personal Information, as
defined in chapter 19.255 RCW, in any manner that would constitute a violation of
federal law or applicable provisions of Washington State law. Vendor agrees to
comply with all federal and state laws and regulations, as currently enacted or revised,
regarding data security and electronic data interchange of Personal Information.
Vendor shall ensure its directors, officers, employees, subcontractors or agents use
Personal Information solely for the purposes of accomplishing the services set forth
in the Agreement.
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Vendor shall protect Personal Information collected, used, or acquired in connection
with the Agreement, against unauthorized use, disclosure, modification or loss.
Vendor and its sub-providers agree not to release, divulge, publish, transfer, sell or
otherwise make Personal Information known to unauthorized persons without the
express written consent of City or as otherwise authorized by law.
Vendor agrees to implement physical, electronic, and managerial policies,
procedures, and safeguards to prevent unauthorized access, use, or disclosure of
Personal Information.
Vendor shall make the Personal Information available to amend as directed by City
and incorporate any amendments into all the copies maintained by the Vendor or its
subcontractors. Vendor shall certify its return or destruction upon expiration or
termination of the Agreement and the Vendor shall retain no copies. If Vendor and
City mutually determine that return or destruction is not feasible, the Vendor shall
not use the Personal Information in a manner other than those permitted or
authorized by stateand federal laws.
Vendor shall notify City in writing immediately upon becoming aware of any
unauthorized access, use or disclosure of Personal Information. Vendor shall take
necessary steps to mitigate the harmful effects of such use or disclosure. Vendor is
financially responsible for notification of any unauthorized access, use or disclosure.
The details of the notification must be approved by City.
Any breach of this clause may result in termination of the Agreementand the demand
for return of all Personal Information.
B. Intellectual Property: Each Party retains all right, title, and interest under applicable
contractual, copyright and related laws to their respective Information, including the
right to use such information for all purposes permissible by applicable laws, rules,
and regulations.
15. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable
controloccur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
16. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
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17. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Wendell Nuguit
1055 South Grady Way
Renton, WA 98057
Phone: (425)430-6889
wnuguit@rentonwa.gov
CONSULTANT
Shea Clift
14240 Interurban Avenue South Suite 170
Tukwila, WA 98168
Phone: 509-343-4886
sclift@ceriumnetworks.com
Fax: 509-536-8633
18. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant’s agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, creed,
color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
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D. The Consultant is responsible to be aware of and in compliance with all federal, state
and local laws and regulations that may affect the satisfactory completion of the
project, which includes but is not limited to fair labor laws, worker's compensation,
and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton
Council Resolution Number 4085.
19. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as
that for any persons employed by the Consultant.
20. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Management.The City’s projectmanager isBrett Tietjen.
In providing Work, Consultant shall coordinate with the City’s contract manager or
his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
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D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced, the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant’s employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
such court even if Consultant is a foreign corporation not registered with the State of
Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant’s performance of
this Agreement.
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K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
provision of this Agreement in the future. Waiver of breach of any provision of this
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
CONSULTANT
By:____________________________
Kristi Rowland
Deputy Chief Administrative Officer
William Junkermier
VP
_____________________________
Date
_____________________________
Date
Approved as to Legal Form
By: __________________________
Cheryl Beyer
Sr Assistant City Attorney
Contract Template Updated 5/21/2021 clb 1-7-22 (1807)
(approved via email from Cheryl Beyer)
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Exhibit A
Statement of Work
City of Renton
Microsoft Teams Phone System Pilot
Implementation Services Statement of Work (SOW) for City of Renton
Date:Services Performed By: Services Performed For:
11/15/2021 Cerium Networks, Inc.
14240 Interurban Avenue South
Suite 170
City of Renton
1055 S. Grady Way
Renton, WA 98057
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Tukwila, WA 98168
Cerium Quote Number:Cerium Account Executive:Client Contact:
CERQ94724 David Budke
425-686-3960
Brett Tietjen
425-430-6873
Project ID Number (PID):
00045681
Table of Contents
1.0 Introduction......................................................................................................................................4
1.1 ......................................................................................................................................................4
1.2 ......................................................................................................................................................4
2.0 Scope.................................................................................................................................................5
2.1 Solution.........................................................................................................................................5
2.1.1 Proposed Solution.....................................................................................................................6
2.1.2 Solution Diagram.......................................................................................................................6
2.2 Locations.......................................................................................................................................7
2.3 Assumptions and Considerations..................................................................................................7
2.4 Exclusions......................................................................................................................................8
3.0 Cerium Services.................................................................................................................................8
1.1 Engineering Services.....................................................................................................................8
1.2 Adoption Services .......................................................................................................................12
1.2.1 End User Adoption Services....................................................................................................12
1.2.2 System Administration Adoption Services..............................................................................12
4.0 Client Responsibilities.....................................................................................................................12
4.1 Client Responsibilities.................................................................................................................12
4.2 Client Environment Readiness....................................................................................................12
4.3 Client Point of Contact................................................................................................................12
5.0 Project Management......................................................................................................................13
5.1 Project Management Project Management: Enhanced ............................................................13
5.1.1 Project Kickoff.........................................................................................................................14
5.1.2 Project Schedule .....................................................................................................................14
5.1.3 Project Cutover Activities........................................................................................................14
6.0 Engagement Standards...................................................................................................................15
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6.1.1 Change Management..............................................................................................................15
6.1.2 Service Hours ..........................................................................................................................15
6.1.3 Travel and Living Expenses......................................................................................................15
6.1.4 Rescheduling, Cancelling and Delay of Services .....................................................................15
6.1.5 Project Closure and Solution Acceptance...............................................................................16
6.1.6 Project Invoicing......................................................................................................................16
Post-Implementation..................................................................................................................................17
Warranty.................................................................................................................................................17
Cerium Support Center...........................................................................................................................17
Cerium Support Web Portal....................................................................................................................17
Post-Project Support...............................................................................................................................18
7.0 ........................................................................................................................................................18
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1.0 Introduction
This Statement of Work (SOW) is an attachment to Order No. CERQ94724 (“Order”)
and is entered by and between Cerium Networks, (hereinafter referred to as Cerium)
and City of Renton (hereinafter referred to as Client).
2.0 Scope
2.1Solution
The City of Renton has hired Cerium to provide a proof of concept of Microsoft Teams with calling using
direct routing. This project will be a pilot phase for the purposes of testing and validating Microsoft
Teams as a phone system. The Cerium team will conduct this project through a series of steps that
includes planning, delivery, and support services rooted in Microsoft’s Operational Framework. These
professional services are combined with Cerium’s legacy of Microsoft product engineering expertise to
support successful user adoption.
The Microsoft Teams project will begin with a deep dive discovery phase of the City of Renton’s existing
Mitel system and Microsoft components such as Active Directory and the existing Office 365 tenant
configuration. If any items are found that may cause issues with the delivery of the project, then Cerium
Engineering will notify the City of Renton’s IT team as soon as possible. Cerium will provide remediation
steps to resolve these issues.
Once discovery has been complete, Cerium will then install and configure a single high-
availability pair of AudioCodes Virtual session border controllers in the primary datacenter for
use with Microsoft Teams Direct Routing. The SBC will also integrate with the City’s Mitel PBX
for extension dialing via a SIP Trunk. Two AudioCodes MP112 media packs will also be deployed
to test the integration with an analog fax machine as well as an analog overhead paging system.
Once these are configured, Cerium will then create the necessary configurations between the
existing Mitel on-premises system, AudioCodes SBCs, and Microsoft Teams located in Office
365. Then the necessary Microsoft Teams services will be configured including: Enterprise
Voice, Conferencing, Communications Credits, and E-911 services. Cerium will then create a
single Teams based Auto Attendant and Call Queue so that the City of Renton can test the
operation of these features within the proof-of-concept phase. During the Teams migration, the
City of Renton’s proof of concept users will be moved to Teams Only mode. The City of Renton
will provide Mitel Engineering services to help configure the SIP trunk integration and dial plan
necessary to migrate these numbers to Microsoft Teams while working with a Cerium Engineer.
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Once the SIP trunks are configured, Cerium will run a comprehensive test plan to ensure voice
calls and routing through the Mitel PBX, to the PSTN, are working as expected.
Next, Cerium will assist with migrating and enabling up to 50 users to Teams Only mode. These
users will be responsible for testing the features of the solution prior to a production rollout.
The users will maintain their existing phone number from the Mitel system, in that that the
phone number or extension will be disabled on the Mitel PBX and enabled for use in Microsoft
Teams. During this time, Cerium will provide first day of business helpdesk support to handle
any project related issues that may arise with the proof-of-concept team. The City of Renton
will be responsible for all necessary Mitel configurations for this project.
Finally, Cerium Engineering will perform an Admin to Admin knowledge transfer of the new
solution as well as provide as-built documentation.
2.1.1Proposed Solution
The following is a description of the project design based on planning sessions
completed by Cerium and Client:
x Perform a deep dive discovery
x Configure 1 pair of vSBC’s in HA in the primary datacenter
x Configure Direct Routing to Microsoft Teams in Office 365
x Configure a SIP trunk to an existing Mitel PBX
x Configure necessary Teams services to include Enterprise voice and Conferencing needs
x Migrate a Proof-of-Concept group of 50 users to Teams Only Mode
x Create 1 Teams based Auto Attendant and Call Queue for testing purposes
x Provision basic Microsoft Teams E-911 support for a single location
x Perform an Admin-to-Admin knowledge transfer that will include AudioCodes and Microsoft
Teams
x Provide first day of business support
x Provide as-built documentation for appropriate items
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2.1.2Solution Diagram
The following diagram provides a high-level depiction of the project architecture based
on planning sessions completed by Cerium and Client:
Teams Proof of Concept Office 365 Teams and Direct Routing
Property of Cerium Networks. This document is private and proprietary. This document is not to be copied or released without the permission of Cerium Networks.
REVISED DRAWN BY
DATEDESCRIPTIONTITLE
Curtis Webb
8/6/2021
PSTN
Remote Clients
Internet
Mitel PBX
UC Endpoints
Local Area Network
MPLS
Analog
T1
SIP/RTP
Network
HTTP
Database
E911
AudioCodes Virtual HA
Pair
DC1
Internal
Certificate
Authority
Domain
Controller
Teams Direct Routing
2.2Locations
All Cerium supplied hardware and software will be delivered to, and services will be
performed at the following Client location(s):
Renton, WA –All work will be done remotely.
2.3Assumptions and Considerations
The success of the project defined in this SOW is partially based on the assumptions
and considerations outlined in this section. All changes to the outlined assumptions and
considerations should be documented and agreed up on prior to the agreement of this
SOW.
Assumptions and considerations identified for this project include:
x All work will be performed during normal business hours, Monday through Friday,
8:00 a.m. to 5:00 p.m., except holidays unless otherwise agreed to in advance.
x All tasks will be performed over a consecutive timeframe unless otherwise
agreed to by all parties.
x All required licenses will be purchased and provided by the customer prior to
engagement.
x All work will be performed remotely.
x Project timelines are only an estimate and are subject to change.
x Cerium Networks will utilize Microsoft Best Practices for this project.
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x Cerium Networks will in “good faith” work within the customer’s time frame and
schedule. However, during unforeseen events (death, illness, acts of nature,
etc.) Cerium Networks reserves the right to reschedule as needed.
x Cerium Networks is not responsible or held accountable for the “health” of the
customer’s hardware or network. If network or hardware “health” are deem ed
insufficient or problematic, all remote work will stop until issues are addressed.
x Work requested outside the parameters of this document will be considered “out
of scope” and a change order will be implemented.
2.4Exclusions
Cerium Networks is responsible to perform only the Services described in this
Statement of Work Agreement. Any additional services discussed or implied that are not
defined explicitly by this SOW will be considered out of Scope. All services requested
outside of this SOW as detailed above will require a “Change Order” before any
services are performed. “Change Order” must be agreed upon by all parties and signed.
3.0 Cerium Services
1.1 Engineering Services
The following is a list of services to be performed by the Cerium engineer:
MS - AUDIOCODES ENVIRONMENT DISCOVERY
Prior to beginning the implementation of the project, Cerium Networks Engineering will
conduct a discovery session to evaluate the condition of the AudioCodes installation
environment. This session will determine the extent to which the existing configuration
adheres to best practice for both the current and desired communications flow.
MS - OFFICE 365 TEAMS PLANNING SESSION
Cerium will conduct an interactive planning session to familiarize customer with the
Teams features, settings, and controls. The session will cover topics in an effort to drive
customer adoption based on Microsoft and Cerium best practices.
MS - TEAMS - MEETINGS AND VOICE PLANNING SESSION
Cerium Networks will work with the customer to gather data on the existing dial plan and
determine its alignment with the features available in Teams. Once assessed, Cerium
will plan for the deployment of Teams Phone System in conjunction with the customer's
preferred PSTN connectivity approach.
MS - TEAMS AUTO ATTENDANT DISCOVERY AND DESIGN SESSION
Cerium Networks will engage in a discovery session with the customer to identify
existing call routing information for 1 Auto Attendant and subsequently redesign for
optimization within Teams. Cerium Networks will deliver a spreadsheet detailing the
components of the Auto Attendant to be created as well as a flow chart diagram of the
call flow.
MS - TEAMS CALL QUEUE DISCOVERY AND DESIGN SESSION
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Cerium Networks will engage in a discovery session with the customer to identify
existing call routing information for up to 1 call flow and subsequently redesign for
optimization within Teams Call Queues. Cerium Networks will deliver a spreadsheet
detailing the components of the Call Queues to be created as well as a flow chart
diagram of the call flow.
MS - OFFICE 365 PRE-REQUISITE ASSESSMENT
Prior to beginning the implementation, Cerium Networks will assess the various server
hardware and software dependencies for a successful Teams deployment. This session
will also cover the networking and naming service dependencies including DNS records
configuration, network bandwidth and latency, network ports and protocols, and
certificates. If the current Microsoft configuration does not meet the minimum system
readiness criteria according to industry standards and Microsoft best practices, Cerium
will submit recommendations for review by the customer. The customer will either be
responsible for planning and implementing the recommended changes or request
additional Cerium engineering services via a project change order. Cerium reserves the
right to postpone further implementation if the current environment will not properly
support the required Office 365 feature set.
MS - AUDIOCODES VIRTUAL SBC INSTALLATION
Cerium Networks will address the prerequisite configurations and deployment of an HA
Pair of virtualized AudioCodes Session Border Controllers on the client’s existing
supported hypervisor.
MS - AUDIOCODES E-SBC LICENSE ADD-ON AND CONFIGURATION
Cerium Networks will install the applicable software license within the existing
AudioCodes device for the purposes of supporting additional SBC sessions.
MS - AUDIOCODES SIP INTEGRATION WITH PBX: AUDIOCODES DIAL PLAN AND
ROUTING CONFIGURATION
Cerium Networks will configure SIP connectivity between the PBX and the AudioCodes
gateway such that calls can be placed between the two environments utilizing a shared
dial plan.
MS - SBC DIRECT ROUTING CONFIGURATION
Cerium will configure Direct Routing with an SBC. Cerium will create all necessary route
patterns and dial plans to ensure the calls route to their correct destinations.
MS - AUDIOCODES MEDIAPACK DEPLOYMENT
Cerium Networks will configure the AudioCodes MediaPack(s) to support the analog
station and/or trunk requirements of the customer.
MS - TEAMS E911 CONFIGURATION AND ENABLEMENT
Based on the findings from the Location Information Services (LIS) design session,
Cerium Networks will configure the call routes, PSTN usages, and location policies
within Teams to support E911 for up to 3 locations. The customer is responsible for all
coordination efforts with the new or existing E911 service provider.
MS - MICROSOFT TEAMS DIRECT ROUTING CONFIGURATION
Cerium will address the necessary configurations to pair an AudioCodes Session
Border Controller (SBC) to Direct Routing in Microsoft Phone System. Cerium will also
configure Microsoft Teams users to use Direct Routing to connect to the Public
Switched Telephone Network (PSTN)
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MS - OFFICE 365 PHONE SYSTEM - SYSTEM CUTOVER AND TESTING
Cerium Networks will perform final testing of the Office 365 Phone System service and
then initiate the process of cutting over the system to the production users.
MS - OFFICE 365 DIRECT ROUTING CONFIGURATION
Cerium will configure Direct Routing with Office 365. Cerium will create all necessary
route patterns and dial plans to ensure the calls route to their destinations to an on-
premise SBC.
MS - TEAMS - PSTN CONFERENCING SETUP
Cerium will address the steps necessary to set up the PSTN Conferencing via Microsoft
for the Teams environment. This effort includes: - Assigning PSTN conferencing plans
and default phone numbers to users in Office 365 - Customize (1) Teams meeting
invitation based on the available options
MS - TEAMS AUTO ATTENDANT CONFIGURATION AND TESTING
Cerium Networks will configure and test a Teams automated attendant. Services
include call flow and options configuration in conjunction with customer-provided
recordings for the automated attendant prompts.
MS - TEAMS CALL QUEUE CONFIGURATION AND TESTING
Cerium Networks will configure and deploy 1 Teams Call Queues for the purpose of
routing and queuing incoming calls to groups of people, called agents, such as for a
help desk or a customer service desk. The time associated with this service is an
estimate and may change based upon the results from a pre-deployment discovery
session.
MS - TEAMS IP PHONE PROVISIONING INFRASTRUCTURE CONFIGURATION -
CERIUM
Cerium Networks will enable the auto-provisioning of supported Teams Native Phones
within the Teams Admin Center.
MS - TEAMS USER MIGRATION, ENABLEMENT AND CONFIGURATION (50 Users)
Cerium Networks will migrate users (up to 50) from the Legacy environment to the new
Teams environment. This process will take place over a time period mutually agreed
upon with the customer. Service interruptions affecting users will be addressed up front
and minimized. During this process, Cerium Networks Engineering will perform final
testing of the Teams system and then initiate the process of cutting over the system to
the production users. This can be completed as a phased approach or as a flash cut
and will be specified in the project plan.
MS - TEAMS PILOT IN-SERVICE SUPPORT (50 USERS)
The Cerium engineer will provide first day of business support for the pilot user group.
MS - OFFICE 365 TEAMS KNOWLEDGE TRANSFER
The Cerium Networks implementation engineer will provide a knowledge transfer to the
customers IT staff such that they will be able to manage the Teams based on Microsoft
best practices.
MS - DOCUMENTATION SERVICES
At the completion of the project, as part of the solution handover, Cerium Networks will
provide documentation on the specific configurations of the solution deployed including
topology diagrams and workflow descriptions.
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4.0 Client Responsibilities
Timely delivery of our services depends upon the prompt and effective completion of the
responsibilities identified herein, among other things. Any delay in performance of Client
responsibilities may result in additional charges and/or delays completing the project.
4.1 Client Responsibilities
To ensure the success of this project, Client agrees to:
x Participate in all aspects and phases of the project.
4.2 Client Environment Readiness
Proper network and infrastructure planning are essential for ensuring timely completion
of the Project. Client responsibilities for ensuring environment readiness include:
x Ensuring all network requirements communicated by Cerium are met or
exceeded.
x Ensuring all hardware and software related to this engagement are at current or
supported maintenance levels.
Cerium anticipates a successful outcome for this project; however, despite our best
efforts, occasionally we encounter unforeseen issues that are outside of our control
within the Client’s environment that impact the project. Cerium can support you and
resolve issues on a time and material basis.
4.3 Client Point of Contact
Prior to the project kickoff, Client will designate a Client Point of Contact to whom all
communication relative to the project will be addressed. Client Point of Contact
responsibilities include:
x To serve as the interface between Cerium and all Client personnel participating
in or affected by the project.
x To work with Cerium Project Manager to manage project plans, schedules, etc.
x To attend and actively participate in all mutually scheduled required project
meetings.
x To assist Cerium Project Manager with scheduling and coordinating Client
resources.
x To coordinate Client vendors, subcontractors, and local exchange carrier
interactions.
x To provide Cerium with information or documentation required to complete the
projects
x To provide access to the systems required to complete the project.
To help resolve or escalate issues encountered during the project.
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5.0 Project Management
5.1Enhanced Project Management
Enhanced Project Management is designed for implementations where Project
Management Services supports multiple cutovers, applications, and/or 3 rd party
vendors. Full project management services are provided that include: Manage all
project resources, develop and manage a detailed project schedule, manage all
material requirements of the project, manage and monitor all project action items,
issues, risks, and all project communication. As listed in the Statement of Work (SOW),
one or more cutovers are identified for the final solution and the project manager will
provide remote support during the cutover and first day of business. Additionally,
regular project meetings are provided from Kickoff through closure, no more frequently
then weekly, subject to change based on project needs. All project management
services are performed remotely unless explicitly identified in the sales order for on-site
project management.
The Project Manager will be accountable for the following:
Project Planning:
x Develop thorough understanding of the Project SOW, business drivers, and project
objectives.
x Develop stakeholder register and define roles & responsibilities.
x Develop a detailed project schedule.
x Develop milestone list.
x Plan for and conduct a remote kickoff call with the client, Cerium stakeholders, and
as identified 3rd party vendors.
x Review, place, track, and manage all project material orders.
Project Execution Phase:
x Manage all Cerium resources and coordinate with client for as needed client
resources.
x Manage project technical requirements and data collection forms
x Manage and monitor project risks, issues, action items, and assumptions.
x Manage all project communication that includes (project): progress, status, and
forecasts.
x Manage material installation.
x Hold weekly project status calls through cutover(s).
x Conduct a remote Go/No Go call for each identified cutover, as listed in the SOW
or purchase agreement, with client and Cerium implementation team.
x Manage project transition to Cerium support.
x Conduct one (1) remote project closure meeting.
x Provide the client with Cerium and/or manufacturer support documentation, as-
builts, and other as required documentation.
x Communicate and manage all project change orders.
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5.1.1Project Kickoff
The Project Manager will be responsible for planning, managing, and leading the project
kickoff meeting. The project kickoff meeting will include the following agenda items:
x Review the project objectives with the client and all identified project stakeholders.
x Define Cerium and Client roles and responsibilities.
x Develop Stakeholder register.
x Develop Milestone List.
x Review data collection forms.
x Review initial project schedule.
x Review Cerium Change Management process.
5.1.2Project Schedule
The Cerium Project Manager will develop a detailed project schedule that will define
tasks, responsible party, dependencies, define a project critical path, and overall project
timeline. The preliminary project schedule will be reviewed during the project kickoff
meeting. A final baseline schedule will be developed with input by resources assigned
to project activities. The Project Manager will obtain approval from the client project
sponsor and agree to the published dates. Progress of work completed, and any
adjustments will be updated during scheduled project status calls.
5.1.3Project Cutover Activities
The Cerium Project Manager will remotely manage the cutover activities (unless
explicitly identified in the sales order for on-site Project Management cutover support)
and ensure that any issues that may arise are identified, documented, and addressed in
a timely manner.
6.0 Engagement Standards
6.1.1Change Management
Cerium is committed to meeting and exceeding our Client’s expectations delivering the
contracted services defined within this fixed-price SOW. Occasionally, conditions
outside of our control are discovered during the project. A time and materials change
order will be required to remedy:
x If additional work efforts to support an expanded scope such as, but not limited
to, additional locations and/or end users, additional solution feature activation,
and/or overall solutions.
x If there are unexpected Client environment constraints or issues.
x If the Local Exchange Carrier (LEC) has an issue delivering the
telecommunications services in a full working manner at the time required.
x If the Client’s WAN and LAN network environment are having issues discovered
during deployment that require troubleshooting.
x If there are extended timelines, project delays, design changes, extra desired
work, or other unforeseen circumstances that cause a project to exceed its
original scope.
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The Cerium Project Manager will work with the appropriate resources to scope the
change requirements and provide a change order for your review and execution. Time
and material change orders will include work effort estimates. Cerium will make every
effort to continue executing the project as scheduled, and to mitigate impact on
schedule while any change order is in process.
6.1.2Service Hours
Standard hours of operations are 8:00 AM to 5:00 PM Pacific Standard Time Monday
through Friday. It is understood that due to the nature of the industry and work
performed, after-hours and weekend availability is often required. In the event Cerium
resources are required to perform work outside of the standard hours of operation,
agreed-upon work windows will be discussed and subsequently documented via email.
It is also required that either a Client project stakeholder or a technical contact be either
on location or on call during the agreed-upon weekend/after-hours work window(s).
6.1.3Travel and Living Expenses
Travel charges are not anticipated for this project. Should travel be required, travel
expenses will be billed as actual for services performed onsite. Travel includes all that
apply to airfare, hotel, meal per diem, car rental, mileage, and parking.
6.1.4Rescheduling, Cancelling and Delay of Services
The duration of the project detailed in this Statement of Work will be outlined in the
project plan delivered at project kickoff. Should the duration of the project exceed this
original estimate, whether due to Client requirements, third party delay or facilities
readiness, Cerium reserves the right to adjust the services scope and fees to account
for the expanded duration of the project.
While Cerium understands that at times rescheduling a project because of unforeseen
delays with other vendors, materials, facilities, etc. is unavoidable, it does represent an
increased cost to Cerium. For that reason, each Client requested delay without written
notice to Cerium at least 2 weeks prior to the scheduled work, may result in a change
order to the project. The change order will equal either:
x 50% of the scheduled resource hours assigned to the project that are being
rescheduled due to Client request.
Please note, the greater of these two options will apply in each instance.
Multiple or recurring requests for rescheduling, with or without notice to Cerium, will
result in a change order to the project equaling the greater of the two options above.
6.1.5Project Closure and Solution Acceptance
Cerium will seek acceptance from the Client for the implementation and will document
any remaining action items to be completed via the Project Closure Form. The Project
Closure Form will be submitted within one business day after system cutover or
production go-live of the solution. The Client will have up to 10 business days to review
and respond to the Project Closure Form, and if written acceptance or dispute of
acceptance is not received, Cerium will deem the implementation as “accepted” without
exception.
The Solution Acceptance Criteria include:
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x The equipment, servers or devices to be implemented as parts of the solution or
system have been installed, tested, and have passed the basic system or
solution functionality tests as defined in the Test Plan.
x Solution functions are available at cutover with minimal impact to the users and
without major issues.
x “Major issues” are defined as:
o Issues affecting business-critical features or functionality of the solution,
which preclude the Client from conducting regular business use of the
system.
o Issues affecting more than 25% of the end user population.
x The solution or system is put into production use by the Client for two
consecutive business days.
6.1.6Project Invoicing
Unless specifically stated otherwise in the Client signed terms and conditions, milestone
invoicing may be initiated by completion of any of the following conditions:
x Receipt of equipment, licenses, software, or other material.
x Completion of any major milestones as defined in the project plan.
x Completion of any other milestone as agreed upon by the Client and documented
in the Cerium project plan.
Post-Implementation
Warranty
Microsoft hardware and software products are generally covered by the manufacturer,
Microsoft, from the time when the product is shipped. These warranty times may vary.
Please refer to Microsoft’s manufacturer warranty policy for more specific information.
All Cerium Networks Services provided in this statement of work to implement Microsoft
solutions are warranted for a period of 30 days from the in-service date of each location.
Cerium Support Center
Client may contact Cerium in a variety of ways for emergency support, such as:
a)Calling Cerium at 1-800-217-0933
b)Email: csc@ceriumnetworks.com
c)Web Site www.ceriumnetworks.com
Within 2 hours a response is sent to the Client via phone or email containing a case ID
#, and contact information for the Cerium associate responsible to resolve your request.
Please note that Cerium Support Center work will be charged to the Client, at a
rate determined by the CSC.
Case ID information includes:
x (Company Name)
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x (Contact) Name of Client contact calling with support issue
x Nature of request
x Status of request / SLA
Cerium Support Web Portal
Our current Cerium support Clients, when engaged with Cerium on an active case, may
visit the Cerium support portal for real-time status updates and escalation contact
information. After the case has been closed, return to the portal for historical and
statistical information on all trouble tickets and service orders submitted.
The Cerium Support Web Portal is a self-service tool that is leveraged to provide
another effective channel of communications with our active support Clients.
Post-Project Support
A Post-Installation Cerium support agreement has not been included with this
proposal. To add Cerium support, please contact your Cerium Account Executive.
7.0 Signature Authorization