> Exhibit 10.2
> 
> 
> 
> January 31, 2005
> Teltronics Inc.
> Attn:  Dominick Catinella
> 19-02 Whitestone Expressway, Suite 201
> Whitestone, New York 11357
> Mr. Catinella:
> 
> Please let this letter serve as official notification that Teltronics has won the award for
> maintenance on the schools listed in the attached document via NYC DOE/DIIT Minibid #2189.
> The previous contract, which was to expire on December 31, 2004, was numbered 9101931.
> The new contract number will be DMS1021, which has been derived from the NYS Office of General
> Services PBX Backdrop Contract, Award No T960252.  Since this bid was awarded to you on
> 12/17/04 (via email), that is the anniversary date of this new contract.  This bid
> for these sites will expire on 12/17/14.
> If you have any questions or concerns, please call me at 718-935-5520.
> Thank you for your participation and continued cooperation.
> Sincerely,JANINE MAISANO
> JANINE MAISANO
> Director of Procurement - DIIT
> NYC Department of Education
> 
> 
> 
> 
> MINIBID # 2189
> 
> 
> AMENDMENT # 1
> 
> 
> NYS Office of General Services Award # T96052
> Telecommunications Maintenance for 350 Teltronics Sites
> Site listings attached
> 
> 
> Minibid Due Date:
>  Tuesday, November 30, 2004 @ 3:00 PM
> 
> 
> 
>      Pre-Bid Conference will take place at 335 Adams Street, 28th Floor,  Brooklyn,  NY 11201 in room M203 on Monday,  November 22,
>          2004 at 2:00 PM.  If you are planning on bidding, you must attend the Pre-Bid Conference.
>      Questions  may be sent to  thardy@nycboe.net  Last day for  questions  will be  Tuesday,  November  23,  2004 at 12:00 PM. All
>          questions will be answered and sent to all bidders at one time.
>      All Bids must be submitted by hand  delivery or overnight  mail to: Tarel Hardy at the New York City  Department  of Education
>          (DIIT), 335 Adams Street, 28th Floor, cubicle D 104, Brooklyn, New York 11201.
>      Any bid submitted after the bid opening time and date will not be accepted.  There will be no exceptions!Nature of Work to be Performed:
> Maintaining and supporting telephone systems and, peripheral equipment for 350 Teltronics sites.
> 
> 
> 
> Pricing All line items must be bid
> on or the bid will be disqualified. Total Prices as per Attachment A, Attachment P and
> the Quote and Rate Certification are as follows:
> 
> 
> GRAND TOTAL         
>                $5,861,210.94
> 
> 
> 
> 
> Please fill out information below
> indicating agreement to terms above and pricing enclosed:
> 
> 
> 
> Company Name:
>      Teltronics, Inc.Representative:
>      Matthew L. HowarthRep Signature:
>      /s/ Matthew L. HowarthEmail Address:
>      mhowarth@teltronics.comPhone:
>      212-984-0106Date:
>      November 30, 2004
> 
> 
> 
> 
> 
> MINIBID # 2189
> 
> 
> 
> NYS Office of General Services Award # T96052
> Telecommunications Maintenance for 350 Teltronics Sites
> Site listings attached
> 
> 
> Minibid Due Date:
>  Tuesday, November 30, 2004 @ 3:00 PM
> 
> 
> 
> 
>      Pre-Bid Conference will take place at 335 Adams Street, 28th Floor,  Brooklyn,  NY 11201 in room M203 on Monday,  November 22,
>          2004 at 2:00 PM.  If you are planning on bidding, you must attend the Pre-Bid Conference.
>      Questions  may be sent to  thardy@nycboe.net  Last day for  questions  will be  Tuesday,  November  23,  2004 at 12:00 PM. All
>          questions will be answered and sent to all bidders at one time.
>      All Bids must be submitted by hand  delivery or overnight  mail to: Tarel Hardy at the New York City  Department  of Education
>          (DIIT), 335 Adams Street, 28th Floor, cubicle D 104, Brooklyn, New York 11201.
>      Any bid submitted after the bid opening time and date will not be accepted.  There will be no exceptions!Nature of Work to be Performed:
> Maintaining and supporting telephone systems and, peripheral equipment for 350 Teltronics sites.
> 
> 
> 
> Pricing All line items must be bid
> on or the bid will be disqualified. Total Prices as per Attachment A, Attachment P and
> the Quote and Rate Certification are as follows:
> 
> GRAND TOTAL         
>                $5,861,210.94
> 
> 
> Please fill out information below
> indicating agreement to terms above and pricing enclosed:
> 
> 
> Company Name:
>      Teltronics, Inc.Representative:
>      Matthew L. HowarthRep Signature:
>      /s/ Matthew L. HowarthEmail Address:
>      mhowarth@teltronics.comPhone:
>      212-984-0106Date:
>      November 30, 2004
> 
> 
> 
> 
> 
> 
> 
> Mini-Bid # 2189
> Amendment #1
> Please be advised that
> themaintenance period on this bidhas been changed from 5 yearsto 10 years.  Pleaes
> make thenecessary adjustments.
> 
> 
> 
> 
> Mini-Bid
> Pursuant to GROUP 77009 Back-Drop
> Contracts for Private Automatic BranchExchange (PBX), Peripheral Systems, Accessory
> Equipment & Maintenance
> FOR MAINTENANCE AND MOVES, ADDS & CHANGES
> (M.A.C.'s) ONVARIOUS MODELS OF TELTRONICS PBX TELEPHONE SYSTEMS andPERIPHERAL
> EQUIPMENT, INCLUDING VOICE MAIL and CALLACCOUNTING SYSTEMS
> 
> PurposeThe purpose of this mini-bid is to
> award contracts for Maintenance and Moves, Adds and Changes under the New York State
> Group 77009 Back-Drop Contracts for Private Automatic Branch Exchange (PBX), Peripheral
> Systems, Accessory Equipment & Maintenance.  The PBXs to be maintained include VARIOUS
> MODELS OF TELTRONICS PBX TELEPHONE SYSTEMS and PERIPHERAL EQUIPMENT, INCLUDING VOICE MAIL
> and CALL ACCOUNTING SYSTEMS.  Bidders must respond to all systems specified.
> 
> 
> 
> BackgroundThe Department of Education's
> Office of Telecommunications (OOT) has been installing PBXs for over ten years.  The
> various OOT contracts provide for 9 years of maintenance following the initial one-year
> warranty.  OOT is seeking new maintenance contracts for sites whose agreements are about
> to expire.
> 
> 
> 
> Scope of WorkAttachment A1, Item
> 1.a. lists the sites that are in need of a new maintenance contract.  Appendix 1 shows
> the location of the schools and the type of systems installed.
> The Department requires some or all of the following services:
> 
> 
> 1.
>      Basic PBX Maintenance - repair or replacement of malfunctioning phones, circuit cards,
> power supplies etc.2.
>      MACs - adding phones or lines to the system, programming changes,
> jack relocations, upgrades, etc.3.
>      Maintenance of Peripherals - maintenance of call accounting and
> voice mail systems.Mini-bid Submission
> 
> Responses to this mini-bid (2 copies) must be received by November 30, 2004 at 3:00 PMSubmissions are to be mailed or
>      delivered to:Office of Procurement
> 335 Adams Street, 28th Floor
> Brooklyn, NY 11201
> Attn: Tarel HardyQuestions regarding the mini-bid may be addressed to Tarel Hardy at thardy@nycboe.net.A Vendor Conference has been
> scheduled for Monday, November 22, 2004 at 2:00 PM in conference room M203 at the above
> location.
> 
> Unit cost quotes shall not exceed
> the rate schedule  established in the Office of General  Services,  Procurement  Services
> Group, PABX Term  Contract,  Award  Number  T960252.  Contractors  should  pay  strict
>  attention  to the bid  submission  date and time to prevent disqualification.  To insure
>  compliance  with Project  Definition  requirements  and prevent  possible
>  disqualification,  Contractors should follow the format and instructions in Sections III
> and IV, BID CONTENT and BID FORMAT of this Project Definition.
> 
> 
> All terms and conditions not
> expressly  stated in this Project  Definition  shall be covered under the PBX Back-Drop
>  Award T960252 and by reference herein become a part of the Agreement resulting from this
> Project Definition.
> PROJECT DEFINITIONThe following are the DOE
> requirements regarding warranties and disaster recovery and must be assignable to the DOE.
> 
> 
> Warranty (regarding any equipment
> purchased under this agreement)
> 
> 
> The contractor shall warrant all
> work and materials to be in full and complete accordance with the contract, addenda
> specifications and requirements appertaining thereto, and that all work and materials are
> free from any and all defects and imperfections, and fully suitable for the use and
> purposes for which each is intended. The contractor also agrees that if any defect should
> develop or appear, which the DOE finds was not caused by improper use, the contractor
> shall in accordance with the time periods specified herein, fully correct, substitute and
> make good, any such defective materials without cost to the DOE and will indemnify and
> hold the DOE harmless against any claim, demand, loss or damage, by reason of any breach
> of this warranty.
> 
> 
> The warranty shall cover all parts
> and labor for the period of one (1) year following the warranty start date.
> 
> 
> The contractor must guarantee parts
> and service availability for a minimum of ten (10) years following award of contract.
>  The contractor must provide evidence of staff certified by the PBX manufacturer, must
> have access to manufacturer backup technical support and must have access to manufacturer's
> current software releases.  Contractor must be a certified Direct Dealer of Teltronics
> with the ability to provide the latest hardware and software developments of the
> manufacturer to the DOE.
> 
> SOFTWARE TERMS AND CONDITIONS
> 
> 
> The following are the DOE terms and
> conditions regarding software.
> 
> 
> The DOE is to be granted an
> irrevocable, permanent, non-transferable, exclusive license to use the software and
> related documentation furnished to the DOE under this contract.
> 
> 
> The DOE does not wish to receive
> title or ownership rights to such software.
> 
> 
> The software is defined as computer
> programs contained on a magnetic tape, disk, semiconductor device or other memory device,
> consisting of hard-wired logic instructions which manipulate data in the central
> processor and control input-output operations and error diagnostic and recovery
>       routines and instruction sequences in machine-readable code that control call
> processing, peripheral equipment administration and maintenance functions as well as
> documentation used to describe, maintain and use the program.
> 
> 
> This grant shall be limited to use
> with the equipment for which the software was obtained or, on a temporary basis, on
> back-up equipment when the original equipment is inoperable.
> 
> 
> The DOE is permitted to make a
> single archive copy of software.
> 
> 
> Contractor shall provide the latest
> software release available from the manufacturer at the time of each system hard cut, or
> upgrade.  In addition, the Contractor shall provide, to the DOE, at no additional cost
> and for a nine-month period following each system hard cut, an upgrade to any further
> software release.
> 
> 
> Vendor shall certify that all
> software offered (PBX, administrative, all ancillary equipment and any other software
> provided with any part of the systems proposed) as a part of any component of the system,
> or system upgrade, offered is year 2000 compliant.  The vendor must also issue explicit
> warranty to the effect that if any software or component delivered and installed as part
> of this system proves to be non-compliant with year 2000, the vendor will, at the
> discretion of DOE, replace the software or component with a similar and acceptable
> product which is year 2000 compliant, modify or repair the product in order to bring it
> into year 2000 compliance or refund the original purchase price of the software or
> component to RUSD.
> 
> 
> Year 2000 compliant means
> information technology that accurately processes date/time (including, but not limited
> to, calculating, comparing, and sequencing) from, into, and between the twentieth and
> twenty-first centuries and the years 1999 an 2000 and leap year calculations.
>  Furthermore, Year 2000 compliant information technology, when used in combination with
> other information technology, shall accurately process date/time data if the other
> information technology properly exchanges date/time data with it.
> 
> 
> (a) All computer technology provided
> by contractor containing or calling on a calendar function including, without limitation,
> any function indexed to a CPU clock, and any function providing specific dates or days,
> or calculating spans of dates or days, shall record, store, process, provide and, where
> appropriate, insert, true and accurate dates and calculations for dates and spans
> including and following January 1, 2000. As part of its maintenance obligations
> contractor shall consult with the DOE to assure that such technology will (i) have no
> lesser functionality with respect to records containing dates both, or either, before or
> after January 1, 2000 than heretofore with respect to dates prior to January 1, 2000 and
> (ii) be interoperable with other technology used by the DOE which may deliver records,
> receive records from or otherwise interact with such technology in the course of the DOE's
> data processing.
> 
> 
> (b) All technology heretofore
> provided or specified to the DOE by contractor whether hereunder o under separate
> agreement, if not currently capable of using or rendering data or item sensitive data or
> supporting interoperability in the manner described in subsection (a) above, but still
> under maintenance,
> 
> shall be modified of replaced by
> contractor with technology which provided all existing functionality and is so capable,
> by date no later than September 30, 1998 without incremental charge therefor.
> 
> 
> Year 2000 compliance shall be
> defined as follows: the vendor shall represent that, in connection with calendar-related
> data and calendar-related processing of date data or of any system date the Software will
> not malfunction, will not cease to function, will not generate incorrect data, and will
> not produce incorrect results. The vendor also represents that the Software has been
> tested for the following specific dates and the transition to and from each such date:
> December 31, 1998; January 1, 1999; September 10, 1999; December 31, 1999; January 1,
> 1999; February 28, 2000; and February 29, 2000.
> 
> SECTION I           SITE DESCRIPTIONThe Sections and attachment numbers
> in this portion of the mini-bid correspond to the numbering in the New York State
> back-drop contract documents for the convenience of vendors.  Missing section numbers are
> not relevant to this procurement.
> 
> 
> I.1          
> LOCATION AND EQUIPMENT TYPE
> The school  locations  and the make and model of PBX installed  are listed in Appendix 1.
> This  attachment  lists the equipment at each site and the name and address of the site.
>   .
> 
> 
> 
> I.4          
> KEY EVENTS/DATES
> 
> 
> 
> 
> 
> 
> 
> EVENT
>      DATE
>      TIMEProject Definition Release Date
>      November 17, 2004
>      12:00 PMClosing Date for Pre-Bid InquiriesPre-Bid Conference
>      November 22, 2004
>      2:00 PMFinal Date for Bidder Inquires
>      November 23, 2004
>      12:00 PMSubmission of Bid
>      November 30, 2004
>      3:00PMTime Estimates/Goals:Evaluation and Selection
>      TBDContract Award
>      TBDSECTION II          PROPOSED SERVICESII.1             NYS DEPARTMENT OF LABOR
> PREVAILING WAGE RATE SCHEDULES
> 
> 
> 
> This is a Public Work  project.  The Bidder must use the labor rates as stated in Section
>  III.4 of the Term PBX Contract as minimum wage rates for the category
>  listed.  Please read all information in Section III.4.  Make note that at the end
>  of the labor rates there is a list of companies  with which the Department
> of Labor  prohibits  State Agencies from doing business.  The Department
>  will disqualify any bid from a company which is listed and a bid which uses one of the
> listed  companies as a subcontractor.
> The awarded  Bidder will be required to complete  the  following  actions and  maintain  Department  of Labor  records as
>  indicated:
> The  Prevailing  Wage  Schedules  must be posted at the work site so that  workers
>      are aware of the wages and  supplements  to  which they are entitled by law.
> The awarded Bidder must provide all workers with a written notice  informing them of the prevailing wage  requirements for the
>     job and each worker must sign a statement  or  declaration  that  attests  that all workers  have been given this
>     information.TELTRONICS HAS READ AND WILL COMPLY
> 
> 
> Posters must be hung in a conspicuous place at the work site.
> The Bidder must ensure that all workers receive a wallet card
> The Contractor is required to certify payrolls and keep the certified records on site and available.Prevailing Wages
>               Contractors  must comply with the applicable  provisions of the State Labor Law Section 220.  Contractors are required to
>               pay  prevailing  wages to certain labor titles.  The  applicable  titles are  Telecommunication  Worker and  Electrician.
>               Rates are  established by the Office of the Comptroller of the City of New York.  Please find attached  excerpts from the
>               Comptrollers wage rate schedule.
>               As of July 1, 2000,  technicians who install and maintain data cable are to be paid according to the "Electrician"  title
>               prevailing wages.TELTRONICS HAS READ AND WILL COMPLY
> MODULE 20          
> MAINTENANCE
> 
> 
> 
> 20.1
> 
> MAINTENANCE OF EQUIPMENT
> The contract will include annual  maintenance for a term of
> three (3) years beginning July 1, 2004 and extending  through June 30, 2007
> with an optional two (2) year extension.
> 
> Rates are to be adjusted  annually by the Bidder for increases and decreases in the number of stations.  The unit cost of
> maintenance  will not  escalate at a rate higher than that of the  Consumer  Price Index (CPI) as published by the United
> States Bureau of Labor Statistics for the area in which the system is installed.
> 
> In Attachment A2, the Bidder must describe the procedure for applying the  maintenance  rates (e.g. if the Bidder charges
> maintenance  per port, the Bidder must describe  whether the charges are per available ports or active ports and show the
> derivation  of the number of ports which the Bidder has entered in the  quantity  column).  Also,  if the Bidder  charges
> maintenance for the "switch equipment",  exactly what components are included in this category). All rates must be listed
> in Attachment A1 and are only to be used as a textual reference in Attachment A2.20.2
> 
> MAINTENANCE CENTER LOCATION AND PERSONNEL PROFILE
> Each bid must contain a listing for the location  from which  maintenance  personnel  will be  dispatched  to service the
> systems.  The bid must also list the experience of service  personnel at this location.  Details to be included are shown
> in Attachment R. Only Bidders with a fully staffed  maintenance  center within a 50 mile radius of 2 Metrotech  Center,
> Brooklyn, NY 11201 will be considered responsive to this RFB.20.3
> 
> REQUEST FOR REFERENCES
> Provide a list containing a minimum of ten (10) references for comparable  systems being maintained by bidder.  Provide a               verifiable
>  contact  name and  phone  number.  Include  system  size  (total  number  of ports  and
>  stations)  and major peripherals and features.  Respond in Attachment R.20.4
> 
> PREVENTIVE MAINTENANCE
> Bids will specify the frequency  and duration of preventive
>  maintenance  (PM)  required for the proposed  equipment.  PM  will be
> performed  according to a schedule that is mutually  acceptable to the DOE and the
> Contractor.  The schedule will be  consistent  with the  operating
>  requirements  of the DOE and will be based upon the specific  needs of the equipment
>  being  maintained.  Bidders  must  include  in bids in  Attachment  E, a
>  description  of any Remote  Administration  and  Maintenance  Service
>  arrangements  that are  available  with the  proposed  system.  The  description  must
>  include the frequency of the  interrogations  and the data that is
>  available.  In  Attachment E, itemize the cost to the DOE for any
>  equipment  required for the DOE to perform this function and the cost of
> the service if provided by the supplier.  If the bidder requires a
> dedicated telephone line for remote maintenance,  the recurring and non-recurring charges
> for that line  must be itemized in  Attachment  E. The DOE will not pay for
> remote  access  lines.  Contractors  will need to cover such               costs as part
> of the annual  maintenance  fee charged.  Contractor  will also need to order such lines
> from Verizon.  The DOE will not assist in this area.TELTRONICS HAS READ AND WILL COMPLY
> 
> 20.5
> 
> REMEDIAL MAINTENANCE
> Remedial  maintenance will be performed upon notification to
> the Maintenance  Contractor that the equipment is inoperable or unsuitable
> for operation.  The  Maintenance  Contractor  will be responsible  for assuring that on
> premise service for each request is provided in accordance with the
> following:Response time for Repairs
> 
>               An authorized, system-trained technician must make responses to any of the following conditions.  Responses must be made
>               within the time frames stated below, between the hours of 8:00 AM and 5:00 PM on regular business days unless otherwise
>               specified by the site telecommunications administrator.
> 
>               A "system  disaster" is defined as the failure of common  equipment,  power supplies,  any other  equipment,  which would
>               render the system inoperable or incapable of communications.  The only acceptable  response time for a system disaster is
>               one (1) hour from the time reported.
> 
>               A "major system  failure" is defined as 40% or more of all trunks and/or 40% or more of all voice stations out of service
>               and/or a failure of any or all of the  consoles.  Response to a major  system  failure  must be made within two (2) hours
>               from the time reported.  Note: failure of the Principal's private line and/or any General Office lines shall constitute a
>               major system failure.
> 
>               A system  failure is defined as less than 40% of all trunks  and/or less than 40% of all voice  stations  out of service.
>               Response to a system failure must be made within twenty-four (24) hours from the time reported.
> 
>               All other requests must be responded to within 48 hours from the time reported.
> 
>               Trouble reports will be made by telephone. Calls placed to the contractor's help line between the hours of 8:00 A.M. and
>               5:00 P.M. must be answered by a live person.
> 
>               Any service requiring the system to be rebooted or shutdown must be coordinated with the site telecommunications
>               administrator.
> 
>               The above response  limitations  include travel time. Details of how the supplier will meet this level of responsiveness,
>               and how any exception will be dealt with must be described in the bid using Attachment E.
> 
>               Vendors  must  provide a local  telephone  number or toll free number for the DOE to use for  reporting  service  issues.
>               Please reply in Attachment R.
> 
>               If the Bidder does not perform  according  to the  contract,  the DOE  reserves  the right to enforce the  Manufacturer's
>               Guarantee or to contract with another maintenance  company.  The difference in cost if any, between the two will be borne
>               by the Contractor awarded this project.TELTRONICS HAS READ AND WILL COMPLY
> 
> Maintenance RequirementsThe following maintenance requirements will apply:
> 
>               Maintenance  shall include the repair or replacement of any and all defective parts of the network system including power
>               supplies, circuit cards, telephones, UPS, station wires, riser cables,  interconnecting cables and any part affecting the
>               functional operation of the system including all peripheral items (i.e., software, computers, printers, etc.).
> 
>               Proper date and time must be  maintained  on the system at no cost to the DOE.  Programming  of new area codes (eg.  917)
>               and exchanges shall be at no cost to the DOE.
> 
>               Call accounting system maintenance price must also include tariff and rate updates on at least a semi-annual basis.
> 
>               Bidders shall indicate in the spaces provided on the response form monthly  maintenance  rate for an active port for year
>               one.  Annual  increases in the  maintenance  rate for any following  year(s)  shall be in accordance  with changes in the
>               national Consumer Price Index (CPI-U) over the previous  twelve-month  period,  and shall not exceed any other customer's
>               rate. Contractor must receive approval on annual CPI increases from the DOE.
> 
>               Bidders shall advise the DOE in the response form of hourly  maintenance  rates for services to be rendered on a time and
>               materials  basis  during year one.  The DOE  reserves  the right to order  maintenance  service on this basis at any time
>               during the course of the contract.
> 
>               If the site opts for a maintenance  contract,  the terms,  conditions and pricing in this form will apply.  Site will not
>               sign any separate  maintenance  agreement.  Current  procedures are that maintenance  bills are paid by the OOT. Invoices
>               should be addressed to the Director of OOT.20.6
> 
> SYSTEM MONITORING
> 
>               The Bidder shall  provide 24 hour x 7 day a week  monitoring of the proposed PBX for minor and major system  alarms.  The
>               Bidder  shall  respond to the said alarms as outlined in Module 20.5 for  remedial  maintenance.  The Vendor shall notify
>               the facility of any system  alarms.  The  monitoring may be performed via the PBX with the alarms being reported to a PBX
>               monitoring  location manned and operated by the Bidder.  The Bidder's ability to perform this function may be used a part
>               of the value added service portion of the evaluation.  Please provide a detailed written  description of how your company
>               will provide this in Attachment E.  Include any charges that may be incurred for this value added service.TELTRONICS HAS READ AND WILL COMPLY
> 
> 20.7
> 
> MAINTENANCE REQUEST REPORTS
>  The Contractor  will furnish the DOE with a monthly report
> of all  maintenance  requests.  The report will include,  as a minimum, the
> following data for each request for assistance:
> 
>          Service ticket number
>          Telephone number reporting trouble
>          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.
>          Name of person and agency reporting trouble.20.8
> 
> MAINTENANCE CREDIT FOR EQUIPMENT MALFUNCTION
> The maintenance contract resulting from
> this Project Definition will contain a maintenance credit provision. 
> 
>               The  specific  amount for each hour of failure  and the  conditions  under which the  maintenance  credit will be due are
>               defined in the Maintenance Guarantee (Module 20.11) and the term PBX contract.
> 
>               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 the DOE places the
>               maintenance  request and will end when the equipment is returned to proper operating  condition.  Travel time is excluded
>               from the down time computation.20.9
> 
> MAINTENANCE RESPONSIBILITY
>  Malfunctions,  which cannot be  immediately  diagnosed  and
>  pinpointed  to a certain item of equipment or service,  will  require  the
>  participation  of all  service  suppliers  until  responsibility  for the  problem  has
> been  unequivocally   established. 
> 
>               In no instance  will the  failure to resolve  the issue of  responsibility  relieve  any of the  suppliers  of the mutual
>               obligation  to restore  system  operability  with the least  impact on the  availability  of telephone  service.  The DOE
>               reserves the right to adjudicate such matters after the fact and validate charges and/or  maintenance  credits applicable
>               to the provisions of the contracts or tariffs involved. As a part of maintenance  responsibilities,  the Prime Contractor
>               will  represent the DOE with the regulated  telephone  company in order to identify and correct  problems with  telephone
>               service.  Specific  responsibilities include responsibility for any charges from the regulated utility as a result of use
>               of Bidder supplied equipment.20.10
> 
> FAILURE TO COMPLY
> Should the  Contractor  fail to maintain the equipment at a level
> equal to the Standard of Performance  requirement,  the DOE reserves the
> right to terminate the maintenance  contract without any penalty  whatsoever to the DOE
> upon thirty days  written notice to said Contractor.TELTRONICS HAS READ AND WILL COMPLY
> 
> 20.11
> 
> MAINTENANCE GUARANTEE
>  The parties agree that to  effectively  provide  maintenance
>  specified  hereunder,  Contractor  will store a spare parts inventory of
> critical  parts  on-site in a secured area to be provided by the DOE or at its
>  maintenance  facility  which  must be within 35 miles of the installed
>  equipment.  The Department  assumes no  responsibility or liability for loss of
>   any inventory where the Department  provides the Contractor with storage
> space at the facility  premises.  Critical parts are:Common Control Cards,  Memory Cards,  Line Cards,  Trunk Cards,  Tone Generators,  Consoles,  UPS's,  Power Supplies and
>               associated Power Equipment, Network and/or Shelf Inter-face Cards, and any other equipment whose failure would adversely
>               affect ten (10%) percent of the system.
> 
>               Contractor  agrees to  administer  such  inventory  at its own risk and at no extra  cost to the  Department.  Contractor
>               guarantees  that within  forty-eight  (48)  continuous  hours of its response for any  maintenance as provided above that
>               repairs will be  successfully  completed and that system  service will be fully  restored so long as the  malfunction  is
>               attributable to Contractor's  equipment.  Upon the Contractor's  failure to provide such  maintenance  service to correct
>               the malfunction  within the forty-eight (48) hour time period,  the Department will be entitled to a credit of 10% of the
>               monthly system  maintenance cost but not less than one hundred  ($100.00) dollars for every business hour (defined as the
>               hours between nine [8] a.m. and five [5] p.m. Monday through Friday,  excluding  weekends and legal holidays)  beyond the
>               forty-eight  (48) hour time period.  During the Base Year, any such credit will be levied against any additional  charges
>               incurred by Department with the Contractor, and thereafter against the applicable monthly maintenance charge.20.12
> 
> DISASTER RECOVERY PLAN
> 
>               In the event of a major system  outage/emergency,  the Bidder must have a means of delivering a  replacement  PBX and its
>               auxiliary  components within 48 hours.  Describe in detail the measures your company will take to insure that this system
>               is replaced or made equally  functional to the original system  installation  prior to the disaster.  Include any charges
>               that may be incurred for this service.  Please reply in Attachment S.20.13
> 
> PAYMENT FOR MAINTENANCE
>               Payment for the annual  maintenance  contract  will be made on a quarterly  basis and will be paid in arrears  subject to
>               the normal payment process of the issuing office.  Bidder is to identify any additional  discounts that may apply for the
>               pre-payment of maintenance in Attachment A3.
> 
>               The Department  will be applying to the Schools and Libraries  Division (SLD) for "e-rate"  funding for PBX  maintenance.
>               If the  applications  are approved,  the vendor will invoice the  Department of Education for its share and the remainder
>               will be obtained from the SLD.SMDRSTATION MESSAGE DETAIL RECORDING
> The systems to be maintained  provide a complete
> SMDR call record output via an RS 232 port, EIA Standard.  The output is in
> the form of individual complete call records containing the following information:
> 
> 
>               Date the call is made (month and day)
>               Extension number that made callTELTRONICS HAS READ AND WILL COMPLY
> 
>   Trunk Group Access Code
>               Authorization Code (minimum of 6 digits)
>               Type of call (e.g. DDD, FX, TL, WATS)
>               Number called (area code + number)
>               Time call started
>               Duration of callSERVICE BUREAU SOLUTION
> The Department is asking for call accounting pricing for a service bureau all sites.
>   If not already existing, the Contractor may be required to provide, install and test call storage/polling/toll fraud device
>    at each site.
> 
>   Monthly, contractor will provide to the site (or the site's financial management center) on 3.5-inch micro disk (s) , CD-rom
>     or through a website, the following minimum information:
> 
>   Pre-programmed reports: Trunk Usage, Call Volume by Hour, Authorization Code Summary, Authorization Code Detail,
>     Authorization Code list, Most Expensive Call/Longest Call
> 
>   Call Detail for the month that can be searched by extension or number called.  User must be able to mark and print selected
>     range or pages.
> 
>   Reports must accessible via IBM compatible PC's.
> 
>   Contractor shall be responsible for system setup, programming (including complete database entry) training and subsequent
>     system maintenance.
> 
>   Contractor shall provide upon request a hard copy of any report available from the system.
> 
>   Contractor shall archive monthly CDR information for each site and store for a minimum of three (3) years.
> 
>   Contractor must maintain current rate updates and numbering plan updates at no extra charge to the DOE.
> 
>   On site device shall have a minimum one- (1) year warranty.
> 
>   Polling of the storage device will be accomplished after normal business hours and utilize one of the existing telephone
>     lines or vendor will order and pay for dedicated maintenance circuit.
> 
>   PBX contractor will be the single point of contact for the service bureau.  The DOE will not deal directly with a separate
>               service bureau providerTELTRONICS HAS READ AND WILL COMPLY
> 
> 
> 
>   The cost of maintaining the service bureau must be included in Attachment A1.MODULE 21          MAC'S
> 
> 
> 
> 
> 21.1
> 
> MOVES, ADDS AND CHANGES
> Prices quoted
> shall be firm for the first two year of the contract.  The contractor will be permitted
> annual increases               in the price response for each of the remaining years, in
> accordance with the change in the National Consumer Price               Index (CPI-U)
> over the previous twelve-month period but shall not exceed any other vendor customer's
> rates.
> 
>               MAC prices are to include: the purchase cost of the equipment specified or acceptable equivalent; all material and labor
>               costs necessary for the move, add or change (for station installations, assume that proper cables and jacks are not
>               available at the station); the necessary software change cost involved in the move, add or change.
> 
>               Time Frame Requirements for the Performance of MAC's:
> 
>               1 to 6 MAC's: one (1) week (after placement of order);
> 
>               6 to 10 MAC's: two (2) weeks (after placement of order);
> 
>               11 MAC's or more: to be negotiated at time of placement of order, but not to exceed 30 days.
> 
>               Moves of phones shall not affect maintenance costs.  Additions will be reflected in the systems port count. Contractor
>               will supply the DOE with port count updates with each maintenance invoice. Proposers will supply, in section 16 of the
>               response form, maintenance prices for the voice mail/ auto attendant system and for additional ports and storage hours.
> 
>               Maintenance prices quoted will be on a monthly basis and will begin after the initial one-year warranty has expired for
>               the item. Maintenance prices quoted shall be firm for the first year of maintenance (Contract year 2). However, the
>               contractor will be permitted annual increases as previously discussed in this response.Inventory Prices
> 
>               Prices quoted in Attachment P of the RFB bid where no installation of cable and jacks is indicated shall include
>               purchase costs for the items and delivery only (i.e., no installation, or software changes costs).  Delivery must be
>               made within 5 days from receipt of encumbered purchase order.21.2
> 
> PROGRAM UPDATING
>  The Bidder is required to include a description  of the
>  methodology  to be used for program  upgrades for the PBX models               proposed.
>  The charges for this service must be in Attachment A3 and the description included in
> the bid as Attachment V.TELTRONICS HAS READ AND WILL COMPLY
> 
> 21.3
> 
> PAYMENT FOR MACs
>  The appropriate  District Office or Financial  Management Center
> (FMC) will make payment for MAC  orders/activity.  It is               the
>  responsibility  of the selected  Contractor to establish an invoice process whereby the
> appropriate FMC is contacted               and invoiced for all MAC related  work.  There
> are six Regional  Operation  Centers  (ROC)'s)  governing  the payment and
>               management  of  expenditures  at local  schools.  It is incumbent  upon the
>  Contractor to  familiarize  its dispatch and               billing  departments with
> these FMC's and to develop the proper internal  mechanisms for a multi-site account such
> as the               DOE.  The OOT will  initially  familiarize  the  Contractor  with
> the  account.  The DOE will not accept  any  additional               charges for this
> service and will not be responsible for mis-directed invoices.MODULE 23           RATES /COSTS
> 
> 
> 23.1
> 
> COST DATA The format in which the cost data is submitted  in the bid is shown in
> the forms in  Attachment  A. Insert  either a cost  or  indicate  charge
>  (NC.).  Cost data  fields that do not have a price  entered or noted as N.C.  (No
>  Charge)  will be               considered  to have no cost by default  and must be
>  provided  by the  Bidder at no  additional  cost to the  Department.
>               Alternatively, Bidders failing to furnish complete cost data will be
> disqualified.
> 
>               As per section V.8 of the PBX Back-Drop  Contract - Award  T960252,  please  provide a copy of the  parts/components  and
>               services  price  schedules  for the proposed PBX and ancillary  devices  (sets,  CSU's,  stand alone  adjuncts,  etc.) as
>               detailed  in the PBX  Back-Drop  Contract.  The Bidder  must also supply a copy of the  non-manufactured  products  price
>               schedule as detailed in the PBX Back-Drop  Contract.  Indicate any additional  discounts  being offered for this specific
>               Project  Definition  above the discount  stated in the PBX Back-Drop  Contract.  Attach your responses as a supplement to
>               Attachment A.TELTRONICS HAS READ AND WILL COMPLY
> 
> SECTION III         BID CONTENTIII.1
> 
> TABLE OF CONTENTS
> The rules  established for bid content and format will be
> rigidly  enforced.  Variations from the rules prescribed herein will
> subject the Bidder to outright  disqualification.  It is in the best interests of the
> Bidder to become familiar with the constraints imposed on its bid so that
> the evaluation process can proceed in a timely manner.
> 
> ALL BIDS MUST BE COMPLETED IN INK OR MACHINE  PRODUCED.  BIDS SUBMITTED HAND WRITTEN IN PENCIL WILL BE DISQUALIFIED.  The
> Department  prefers  that the bids not be hand  written,  but this is not  mandatory as long as the Bidder uses ink or an
> indelible pen.
> FORMAT AND CONTENT OF BID SUBMITTAL
> Bidder MUST supply two (2) ORIGINAL  bids and include as part of their bid, all items listed below and use the  following
> format as their TABLE OF CONTENTS  for their bid  submission.  Bids are to be  submitted in binders with each item listed
> below as a separate section marked with index tabs as section dividers.
> 
> BIDDERS NOT ADHERING TO THIS TABLE OF CONTENTS MAY SUBJECT THEIR BID TO DISQUALIFICATION.(Bidder's)TABLE OF CONTENTSVOLUME 1( 1 )
> Executive SummaryIn this section,  Bidders  should  include the requirements  detailed in Attachment R; a company  profile;  client
> references;  personnel  information/resumés;  Section II
> solution overview; and the name, address and phone numbers of the
> parties submitting the bid.( 2 )
> Quote and Rate CertificationThe Bidder  will insert the "best and final"  quote here and  certify  that the rates are equal to or less than the
>  contract guaranteed rates.( 3 )
> Bid Form - Cost DataIn this section the Bidder will extract  Attachments A1, A2, A3, A4, and P as provided in this Project  Definition,
>  complete  all Cost Data  required,  enter the company at the top of each page where  indicated  and sign all fields
>                     where required.( 4 )
> Bid Form - Technical DataIn this section the Bidder will extract  Attachments  E and S as provided in this  Project  Definition,  respond to
>  all the technical requirements of Section II of this Project Definition by creating any Attachments not provided.( 5 )
> Evidence of Ability / Financial SecurityInsert the financial statement as required Section III.6 of this Project Definition.TELTRONICS HAS READ AND WILL COMPLY
> 
> III.2
> 
> BID BOND
> A Bid Bond is not required by The Department..III.3
> 
> UPDATING BIDS
> The Department is aware of the problems  associated  with ensuring
>  accurate and timely updates to each  supplier's  bid.  Two methods of
> updating may be accepted, at the sole discretion of the Department following the
> submission of bids:
> A.  Errata and addenda sheets
> B.  Updated sheets
> Upon written  notification to or by the Bidder,  new or updated
> pages may be placed in bids. Updated pages may not change or add to the
> purchase price or unit pricing with the exception of calculation  errors that can be
>  authenticated  by the Department.
>  All new or corrected
>  pages must show the date of the revision at the bottom of each page and indicate the
> portion of the  page that has been changed.  Drawing  vertical lines down
> both margins of all affected  passages will fulfill this latter
>  requirement.  All new or updated  pages to the bid must be submitted to the
>  individual  identified  at the start of this  Project  Definition.  No
>  alteration,  erasure,  or addition is to be made in the  typewritten  or printed  matter
> of the  Project Definition or bid.III.4
> 
> BID MODIFICATIONS BY ISSUING OFFICE
> The Department reserves the right to modify
> the Contractor's bids to change the quantities of equipment or features.III.5
> 
> EVIDENCE OF ABILITY/FINANCIAL SECURITY
> Bidders must have an organization  which is
> financially and logistically able to handle a contract with the potential for
>  simultaneous  multiple orders and delivery of maintenance services to the
> large quantities of sites involved.  The bidder is required to submit
>  evidence that they have  maintained PBX systems  similar in scope and size to the one
> specified in this  Project  Definition.   Bidders  are  to  submit  resumes
>  of  key  staff  personnel  in  engineering,   management,  administration,
>  installation,  training and maintenance  that will have direct  responsibility  in this
>  procurement and installation.  Details  should  include,  but not be
> limited  to,  years of  experience,  level of  experience/expertise,
>   product knowledge,  professional training,  manufacturer's  certification
> etc. Bidders must submit with the bid a copy of the most recent
>  Consolidated  Statement of Income and a  Consolidated  Balance  Sheet  arrived at by
> generally  accepted  accounting principles.  Failure to meet the above
> qualifications may disqualify your bid.
> Information  submitted  in
>  response  to this  section is subject to all  conditions  detailed  in Section  V.7.1
>  Record  Disclosure/Confidentiality of Proprietary Records of the PBX
> Back-Drop Contract.TELTRONICS HAS READ AND WILL COMPLY
> 
> SECTION IV          BID FORMATIV.1
> 
> SUBMISSION OF SEALED BIDS
> Completed  bids are to be packaged,  sealed and  delivered
> to the  Department  at the site stated at the beginning of the               Project
> Definition.  The date and time are shown in Section 1.4.
> All bids must have
> a label on the outside of the box or package itemizing the following information:BID ENCLOSED (preferably bold, large print, all capital letters)
>           - Contract number -
>           - Bid submission date and time
>   If using a commercial  delivery company that
> requires you to use their shipping  package or envelope,  your bid should be
>  placed  within  second  sealed  envelope  labeled as detailed  above.  This
> will ensure that your bid is not  prematurely opened.
> Bids not  received  by the time and date  shown in Section  1.4 will not be opened.  Bidders
> using  commercial  delivery  companies are encouraged to ship early.  If
> one of these  companies is late  delivering a bid, the bid will be considered
> late.  There will be no exceptions.IV.2
> 
> GENERAL BID APPEARANCE
> Bidders will submit bids in loose leaf binders so that
> updated pages can be easily  incorporated into the originals.  The               official
> name of the firm  submitting  the bid must appear on the outside  front cover of each
> binder,  together with the               name of the  Department  as shown on the cover
> page of this  Project  Definition.  Index tabs must be used to divide each
>               major Section.TELTRONICS HAS READ AND WILL COMPLY
> 
> 
> SECTION V          METHOD OF AWARDV.1
> 
> MANDATORY REQUIREMENTS
> Each bid shall be reviewed for completeness and conformance to
> the mandatory  technical and  administrative  requirements of the Project
>  Definition.  The Department has the option of requesting Bidders to submit missing
> information or provide  clarification of those issues deemed incomplete, or
> disqualifying the bid.
>  If a bid does not meet the  mandatory  requirements,
>  the review is  complete  and the bid will be  disqualified.  A cost
>               evaluation will not be performed.V.2
> 
> COST DATA
>  After  a bid has  satisfactorily  met all  the  mandatory  technical
>  and  administrative  requirements  of this  Project               Definition,  the
>  Department  will review the cost data  supplied by the Bidder.  The  Department
>  reserves  the right to               request that the Bidder provide additional
> information to meet the qualifications of this Project Definition.V.3
> 
> EVALUATION CRITERIA
>  All bids will be evaluated based on the following criteria:
>  The award of the contract  resulting from this Project  Definition  will be
> based upon the provisions of Section 163 (10) of the State  Finance Law on
> the basis of best value to a  responsive  and  responsible  Bidder".  Bids will be
> evaluated  utilizing the following method:
> Financial Evaluation (100 )
>           
>  The  lowest  cost  Bidder  will be identified  and assigned  the full value of [100%].
> The  remaining  technically          
> compliant  bids will be ranked from the lowest cost to the highest cost
> with each  receiving a  proportional % of the          
>   financial award.End of Project
> Definition
> 
> 
> 
> TELTRONICS HAS READ AND WILL COMPLY
> ATTACHMENTS
> 
> 
> 
> A
>      Cost Data (Signature Required)A1
>      Maintenance Charges; Moves, Adds, Changes & DisconnectsA2
>      Application of Maintenance RatesA3
>      Feature Cost DataA4
>      Auto Attendant/Voice MailE
>      Remote Administration FacilityP
>      Unit Purchase PricesR
>      Maintenance Center InformationS
>      Disaster Recovery PlanV
>      Program UpgradingTELTRONICS HAS READ AND WILL COMPLY