HomeMy WebLinkAbout2006-358 NEC NEC Unified Solutions, Inc. alp
ATTACHMENT
PARTS AND LABOR COVERAGE
Customer Number: 101114
Contract Number:
This Parts and Labor attachment ("Attachment") supplements the Master Purchase Agreement ("Agreement"), between NEC Unified
Solutions, Inc. , a Nevada Corporation having its principal place of business at 6535 N . State Highway 161 , Irving, Texas 75039 ("NEC"),
and Indian River County — Fire Station 91 ("Customer"), having its principal place of business at 1500 Old Dixie Highway Vero Beach,
FL 32960. All terms of the Agreement apply to this Attachment; however, to the extent that any provision of this Attachment directly
conflicts with the Agreement, the provision of this Attachment shall be deemed to have the controlling provision.
NEC agrees to provide PARTS and LABOR COVERAGE for the hardware equipment ("Equipment") listed in the Schedule of
Maintenance Coverage (collectively, such Equipment and software is referred to as the "System"), installed at 1500 Old Dixie Highway
Vero Beach, FL 32960 (the `Premises"), on a "best effort" basis. Due to manufacturer discontinuance of the System, certain critical
components and other peripherals may not be commercially available to NEC from time to time. Customer understands that NEC will not be
held contractually responsible for these availability issues. NEC will make commercially reasonable efforts to maintain the Systems in good
working order, but cannot make any guarantees on parts availability. The terms of this coverage shall be as set forth below.
1 . COVERAGE TERMS
(a) Definitions:
1 ) Principal Period of Maintenance (11PPM99)
The days and hours of the days when service is delivered to Customer
2) Service Level Agreement (L°SLA")
The cumulative time in which NEC will make best commercial reasonable effort to respond to (Response Time) Customer's
reported maintenance incident.
3) Response Time
Response Time is measured according to the PPM. If PPM is less than 24 hours per day, 7 days a week, then Response Time is
measure within that PPM . Response Time begins upon receiving maintenance service request, and verification of problem found
and dispatch or remote labor required to affect repairs.
4) Major System Failure
A general inability of the PBX system to receive incoming or originate outgoing calls, or a majority of either the Central Office
trunks or Tie trunks are inoperable, or more than 25% of either the stations or terminals are inoperable.
5) Time and Materials (T&M) Rates
In the absence of other contractual agreement, T&M is the prevailing local dispatch labor rate, plus list price of materials required
to affect repairs. Onsite hours require a 3-hr minimum per request and include one-way travel.
(b) Maintenance Services: NEC shall, during the contract period, furnish all parts and services necessary to maintain the system in
good working order, or provide such other coverage as specified in Schedule A. Any replacement parts may be either new or
refurbished but equivalent to new in operation. Parts will be furnished on an exchange basis, and any parts removed shall become
the property of NEC. NEC shall dispatch service personnel to the Premises to perform necessary repairs, unless NEC is able to
perform repairs from a remote location. NEC shall conduct remote diagnostic testing, when applicable. Any service specifically
requested by Customer outside Standard PPM is billable at the then prevailing After-hours or Holiday time and materials rates,
respectively, according to holidays observed by NEC, and on-site hours require a 3-hour minimum per request which includes one-
way travel. After hours is one and one-half times the T&M rate, and Holiday is twice the T&M rate. The requested service level is
selected below:
❑ Standard service only: PPM is 9x5 (Monday through Friday, excluding holidays observed by NEC, from 8 AM to 5 PM
Customer local time zone). SLA is next business day following the request for routine maintenance service. However, NEC will
make best commercially reasonable efforts to respond to major system failure within four hours as requested.
® Premium Service: PPM is 24x7, and SLA is 4-hour response time to maintenance incidents of Major System Failure, and next
business day response to routine incidents as required.
Rev. 12/06/04
NEC NEC Unified Solutions, Inc.
(c) Non-Covered Service: NEC will attempt to respond to all requests for service. If service is required outside NEC's service hours,
labor for such non-covered service calls will be chargeable to Customer in accordance with NEC's local prevailing hourly labor
rates, and on-site hours require a 3-hour minimum per request which includes one-way travel.
2. TERM
The term of this Coverage shall be ( 1 ) year, commencing on October 1, 2006. Unless one party notifies the other of its intent to terminate
this Coverage at least thirty (30) days prior to the expiration of the term (or at the end of any one-year extension of the term, which may
occur as provided below), the term shall be automatically extended for an additional one ( 1 ) year period(s) ("extensions"), upon the same
terms and conditions contained herein, except that NEC may adjust its service rates to conform to NEC' s prevailing local service rates for the
next extension. NEC shall famish Customer with a written notice of any proposed increase in NEC' s service rates for the next extension at
least thirty (30) days prior to the anniversary date of the original agreement. Unless Customer exercises its right to terminate as set forth
above, the Customer shall be deemed to have agreed to the adjusted service rates for the next extension.
3. SERVICE FEE
(a) Customer agrees to pay a fee of $1 ,800.00 for the initial term of this Coverage. NEC reserves the right to adjust the yearly fee for
extensions of this Coverage. Customer shall make payment of the fees in advance, at the rate of.
$1 ,800.00 for each annual period during the term of this Agreement.
❑ $472.50 (includes 5%) for each quarterly period during the term of this Agreement.
(b) The fees under this Coverage do not include federal, state, or local taxes that may be applicable; such taxes will be additional billable
items, which Customer agrees to pay unless Customer provides NEC with appropriate tax exemption documentation.
4. LIMITATION OF LIABILITY
IN ADDITION TO THE LIMITATIONS SPECIFIED BY THE APPLICABLE !MASTER PURCHASE AGREEMENT, IN ALL
SITUATIONS INVOLVING PERFORMANCE OR NONPERFORMANCE BY NEC UNDER THIS COVERAGE, THE
CUSTOMER' S SOLE AND EXCLUSIVE REMEDY IS TO ( 1 ) TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO NEC,
AND (2) TO RECEIVE A PRO RATA REFUND OF ANY PRE-PAID MAINTENANCE SERVICE CHARGES, LESS ANY SUMS DUE
AND OWING NEC.
5. EXCLUSIONS
(a) This Coverage will not cover repair work in replacement of battery back up or expendable items such as headsets, paper, diskettes, and
printer ribbons. This Coverage also will not cover service required when due to: (i) Customer's unauthorized maintenance or repair of
the Equipment, (ii) Customer' s unauthorized add, move, or changes to the Equipment, (iii) negligence, (iv) abuse, (v) connection to
inappropriate power supplies, (vi) fire, flood, wind, lightning, or other similar acts of God, (vii) failure of Customer to maintain proper
environmental conditions for the System (as stated in (b) below), (viii) improper wiring, installation, repair, or alteration of the
Equipment by anyone other than NEC or its agents, (ix) software changes or attempted software changes in the System by persons not
authorized by NEC, or (x) data base reprogramming required because of Customer error of any kind. If requested by Customer, repairs
necessitated by any of the above excluded causes shall be performed by NEC at NEC's prevailing local rates for such services and/or
materials.
(b) The Customer is responsible for maintaining suitable environmental conditions for the System. Suitable conditions shall include, but
not limited to, the provision of proper electrical power, air conditioning, and humidity control, and other environmental requirements
for the configured system, as per manufacturer specifications. The presence of asbestos, other hazardous materials, or unsafe
conditions ("Hazards") on the Premises shall be deemed an unsuitable environment for the System and NEC shall be entitled to cease
performance under this Agreement until such Hazards have been cured to NEC's satisfaction. Furthermore, Customer will indemnify
and hold harmless NEC or its subcontractors or agents for harm caused by, or measures taken to deal with, such Hazards.
6. ACCESS
Customer agrees to provide full accessibility to the Premises for NEC's employees to perform services and will make available to NEC a
reasonable amount of secure space for storage by NEC of such maintenance parts as NEC deems necessary.
7. TERMINATION
(a) If either party is in default of its obligations under this Coverage and such default continues for thirty (30) days after written notice is
given by the party not in default, such non-defaulting party may (in addition to all other rights and remedies provided in the Agreement
or by law) terminate this Coverage.
(b) Notwithstanding (a) above, if either party becomes insolvent, enters voluntary or involuntary bankruptcy, or takes any measures
generally designed for the relief of debtors, then the other party may (in addition to all other rights and remedies provided in the
Agreement or by law) terminate this Coverage immediately without notice.
Rev. 12/06/04
NEC NEC Unified Solutions, Inc.
(c) Cancellation - either party may with or without cause cancel this Coverage with 30 days written notice to the other. All cancellation
notices should be sent to the address specified in Section 8 below, Attention: Support Services Administrator, on Company letter head
and contain the following information:
1 ) Contract Number(s)
2) Period of coverage that is to be cancelled
3) List of products subject to the cancellation
4) Date of intended cancellation (notice is not effective until receipt)
5) Contact information
(d) Upon termination, cancellation, or expiration of this Coverage, each party shall promptly return to the other party all papers, materials,
and properties of the other held by such party.
8. NOTICES
All notices required under this Coverage shall be in writing and sent to each party at the address indicated below by certified U.S. mail or
other delivery service providing the sender a signature upon receipt. Such notice shall be effective upon receipt.
Indian River County — Fire Station #1 NEC Unified Solutions, Inc.
Address: 1840 25'h Street Address: 6535 N State Highway 161 2°d Floor
Vero Beach, FL 32960 Irving, TX 75039-2402
Facsimile: (772) 567-9323 Facsimile: (214) 614-4729
Business: (772) 226-1225 Business: (214) 262-6215
Attention: Rachel Ivey Attention: Lisa Presley
9. COSTS
The non-prevailing party will pay all of the prevailing party' s costs and expenses, including reasonable attorney's and collection fees,
incurred in enforcing this Coverage.
10. ENTIRE AGREEMENT
This Coverage, along with the applicable Master Purchase Agreement, when executed by NEC and Customer, and approved by NEC,
constitutes the entire agreement between NEC and Customer with regard to Customer's maintenance by NEC. Any alterations or
modifications to this Coverage must be in writing, and must be executed by both an officer of NEC and the Customer. ANY
ALTERATIONS OR MODIFICATIONS TO THIS COVERAGE, UNLESS MADE IN ACCORDANCE WITH THE ABOVE, SHALL BE
VOID AND OF NO EFFECT.
SCHEDULE A
SCHEDULE OF MAINTENANCE COVERAGE
2
NEAX 2000 IVS - 2 MEa
R4O $ 1 , 500 . 00
N EAXMAIL AD - 8 ( 8 Port System )WRR 1 $ 300 . 00
TOTAL ANNUAL AMOUNT $ 11800 . 00
QUARTERLY PAYMENT AMOUNT $ 472 . 50
TOTAL AMOUNT WITH QUARTERLY PAYMENTS $ 1 , 890 . 00
Rev. 12/06/04
NEC NEC Unified Solutions, Inc.
BY SIGNING BELOW, BOTH PARTIES ACKNOWLEDGE THEY HAVE READ, UNDERSTAND AND AGREE TO BE BOUND W THIS
ATTACHMENT.
INDIAN RIVER COUNTY - FIRE STA ION #1 NEC UNIFIED UTIONS, INC.
B //zy: QL
By: c�
Name: JOSe h A . Baird Name: S
Title: _ County Administrator Title: '
Date:
Dale: /N l � d w
By Authority Of Ordinance No . 2005 - 025
*If Company is a corporation; indicate the position or office held by the person signing this Agreement on the title line. If Company is a
partnership; the Agreement must be signed by all partners (or at least a "managing partner") with the word "partnership" on the title line. If
the Company is an individual, insert the phrase "sole proprietor' on the title line.
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Rev. 12/06/04