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HomeMy WebLinkAbout2007-122 ) 07- /zz - NEC NEC Unified Solutions, Inc. ORNM 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 - Courthouse ("Customer"), having its principal place of business at 1840 25u4 Street, 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 2000 16`s Avenue, Vero Beach, FL 32960 (the "Premises"), as set forth below. 1 . COVERAGE TERMS (a) Definitions: 1 ) Principal Period of Maintenance ("PPM") The days and hours of the days when service is delivered to Customer 2) Service Level Agreement ("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- 0 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 wil I make best commercially reasonable efforts to respond to major system failure within four hours as requested. ❑ Premium Service: PPM is 240, and SLA is 4-hour response time to maintenance incidents of Major System Failure, and next business day response to routine incidents as required. (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. Rev. 12/06/04 Pagel of 4 NEC NEC Unified Solutions, Inc. 2. TERM The term of this Coverage shall be (5) year, commencing on March 31, 2007. 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 tern shall be automatically extended for an additional one ( 1 ) year period(s) ("extensions"), upon the same terns 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 furnish Customer with a written notice of any proposed increase in NEC' s service rates for the next extension at least sixty (60) 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 .60 per port ($57,840.00 for the initial term of this Coverage if there is no change in the port count). NEC reserves the right to adjust the per port fee for extensions of this Coverage. Customer shall make payment of the fees in advance, at the rate of: ❑ $11,568.00 for the initial annual amount and the subsequent annual amounts for each annual period as adjusted based on the port count during the term of this Agreement. —OR- 0 $3,036.60 (includes 5%) for each quarterly period during the term of this Agreement or as subsequently adjusted based on the annual port count). (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 INVOLV MG 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. 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 parry may (in addition to all other rights and remedies provided in the Agreement or by law) terminate this Coverage immediately without notice. Rev. 12106/04 Page 2 of 4 NEC NEC Unified Solutions, Inc. (c) Cancellation - either party may withor 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 parry 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 or such other address as the parties may provide from time to time 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 - Courthouse NEC Unified Solutions, Inc. Address: 1840 25t' Street Address: 6535 N State Highway 161 2vd Floor Vero Beach, FL 32960 Irving, TX 75039-2402 Facsimile: Facsimile: (214) 6144754 Business: (772) 567-8000 Business: (214) 262-6179 Attention: Terry Smith Attention: Yolanda Randall 9. COSTS [INTENTIONALLY OMITTED] 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 C "ova=reQ '.S 's:3sm. s ;"EXT.EN�D.ED "J-71 .tet:.} °' .., . .`% . .x'".1 ' ^; .^ .-Yr,6EsR IL'..E 17£'RfAA . E ' :'1D1 „9 "F 't' - - m,. �.,r w rxz ,rc - _ q.` s mem *r, 1" ` t , , . 91T .. NEAX2000 IPS 2000 Ports 500 $ 9, 600 . 00 AD64 VOICEMAIL V2 . 3 . 8 . 8 32 PORTS Ea 1 $ 1 , 200 . 00 i-�4v Lz NEAX2000 IPS2000 D M Ports 40 $768 . 00 TOTAL ANNUAL AMOUNT $ 11 , 568 . 00 TOTAL TERM AMOUNT ( 5 YEAR ) $ 57 , 840 . 00 QUARTERLY PAYMENT AMOUNTI $ 3 , 036 . 60 TOTAL TERM ( 5 YEAR ) W ITH QUARTERLY PAYMENTS $ 60 , 732 . 00 Rev. 12/06/04 Page 3 of NEC NEC Unified Solutions, Inc. BY SIGNING BELOW, BOTH PARTIES ACKNOWLEDGE THEY HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS ATTACHMENT. INDIAN RIVER COUNTY - COURTHOUSE NEC UNIFI UTIONS, INC. By By; Name: N e: AYM©ND T. WILLIAMS F Title: Title: MANAGIBM Date: Date: .2 *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 Comp INDIAN RIVER COUNTY, FLORIDA Attest: J . K. Barton, Clerk BOARD OF COUNTY COMMISSIONERS By By Deputy Clerk Gary C . heeler :C<hairman Approved by BCC Kiri.} ; 10 , X007 , Approved : Approvetl�a/s to form and legal sufficiency: sepKAI Baird , County Administrator )Y&iaKE. tdnt ounty Attorney y is an individual, insert the phrase "sole proprietor" on the title line. Indian River Co. fAc $DateAdministratorLegalBudget Risk Management General Services Rev. 12/06/04 Department Page 4 of 4