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HomeMy WebLinkAbout4.4 Phone System Maint CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEETING DATE: December 14, 1992 SUBJECT: Civic Center Phone System Maintenance Agreement with NEC (Prepared by: Bo Barker, Management Assistant) EXHIBITS ATTACHED: Copy of the NEC Maintenance Service Agreement RECOMMENDATION: rwp( Authorize Staff to execute an Agreement with NEC Business Communication Systems (WEST) , Inc. for the Maintenance of the City's phone system. FINANCIAL STATEMENT: The service fee for one year is $6,411.36 payable in quarterly increments of $1,602.84. Sufficient funds are available in the 1992-93 budget. DESCRIPTION: In 1989, after utilizing the bidding process, the City entered into an agreement with NEC Business Communication Systems (WEST) , Inc. for the purchase and maintenance of the Civic Center telephone system. Maintenance of the phone system includes remote and on-site service. Any problem staff encounters relating to the phone system equipment or operation is covered under the agreement with no additional charges to the City. Adds, moves or changes which require programming changes are billed on a time and material basis. The current charge for this remote service is $95.00 per hour. Staff is able to request service with a phone call. Typically, NEC will attempt to perform repairs from their offices via computer technicians. If the problem can not be resolved remotely, NEC dispatches a repair technician who will come on-site to fix the problem. NEC has historically responded to problems within 1 day. The agreement further requires NEC to respond to any system failure within 3 hours. In the event that the problem is with a telephone instrument, the company normally exchanges the phone set with a new one. According to the original agreement for purchase of the system, the cost of future maintenance agreements was limited to increases of 5% annually. NEC bases the maintenance charges on a monthly, "per port" basis. Charges for maintenance of the voice mail system are also included in the agreement. NEC conducted an audit of the City's system and found that the system has expanded by 24 ports to a total of 168 ports since the system was originally installed. Since 1989, the Company had never adjusted the number of ports to account for changes to the system. The cost of maintenance is broken down as follows: Year Per Port Ports Total voice Per Mth Year Charge Mail Charge Charge '91-'92 $2 . 625 144 $378 $67.89 $445.89 $5,350 '92-'93 $2.756 * 168 $463 $71.28 * $534.29 $6,411 * - equals a 5% increase over prior year charge. The cost of the maintenance agreement for 1991-1992, was $5,350. The proposed amount of $6,411. 36 represents an increase of approximately COPIES TO: CITY/ CLERK ITEM NO. 4440 FILE I I 'ioIo go 20%. The large percentage increase is due to the fact that the cost of service is also based on a per port charge. NEC increased per port costs by the agreed 5%, however due to the additional ports, the actual cost of service increases by the proposed amount. Staff does not recommend attempting to change vendors. Maintenance by the manufacturer is provided from NEC offices in Pleasanton which assures a prompt response. Staff is not aware of another vendor available to provide comparable service. RECOMMENDATION: Staff estimates that the service provided by NEC is professional and responsive to the City's needs. It is recommended that the City Council authorize Staff to execute an Agreement with NEC Business Communication Systems (WEST) , Inc. for the Maintenance of the City's phone system. MAINTENANCE SERVICE AGREE NEC BUSINESS COMMUNICATION SYSTEMS(WEST),INC. Customer No. 618900 THIS AGREEMENT is made as of , 19_,by and between NEC Business Communication Systems(West),Inc.,having its principal place of business at lc9(xkA3IbiNISNilb XIMANitlt)8000151KN IIYK 3655 Lenawee Avenue, Los Angeles, CA. OalltifiliZIKOIS("NEC"),and CITY OF DUBLIN a(n) State(check one)_corporation_partnership_sole proprietorship_government entity having its principal place of business at 100 Civic Plaza, Dublin, CA 94568 ("Customer"). 1. SERVICE NEC agrees to provide maintenance and repair services for the hardware equipment("Equipment")and associated software listed in Schedule A(collectively,such Equipment and software is referred to as the"System"),installed at 100 Civic Plaza, Dublin, CA 94568 (the"Premises"),as set forth below. (a)Maintenance Services: NEC shall,during the contracted period,furnish all parts and service necessary to maintain the System in good working order,or provide such other maintenance coverage specified in Schedule A. NEC shall dispatch service personnel to the Premises to perform necessary repairs,unless NEC is able to perform the repairs from a remote location. NEC shall also conduct remote diagnostic testing,when applicable. 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. (b)Response Time: When on-site repairs are necessary,NEC shall respond during NEC service hours within 24 hours(excluding weekends and holidays)of NEC's receipt'of Customer's service request. The service hours for NEC to provide routine maintenance and/or repair service for the System will be between the hours of 8 AM and 5 PM prevailing local time,Monday through Friday,excluding days observed by NEC as holidays. However,in case of a major System failure,NEC shall respond within CHOW of NEC's receipt of Customer's service request. Service hours in case of a major System failure shall be 24 hours a day,7 days a week. The response time will be the elapsed time between NEC's receipt of Customer's service request and arrival of NEC's service personnel at the site. 3 hours As used above,"major System failure"means: (1)A general inability of the System to receive incoming or originate outgoing calls. (2)A majority of either the Central Office trunks or`Tie"trunks is inoperative. (3)More than 25%of either the stations or terminals are inoperative. (4) Section 15 of RFP supersedes 1-3 above and hereby becomes an addendum to this agreement. (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. However,parts and other material costs will be covered even for after-hours service under this Agreement,unless excluded under Section 5 hereof, "Exclusions." 2. SERVICE FEE (a)Customer agrees to pay a service fee of$ 6,411.36 for the first year of this Agreement. NEC reserves the right to adjust the yearly fee for extensions of this Agreement,as set forth in Section 3 hereof. Customer shall make payment of the service fees in advance,at the rate of$ 1,602.84 for each (check one)_annual_semi-annual X quarterly period during the term of this Agreement. (b)If new or additional equipment is added to the System subsequent to the date of the initial installation of the System,a new service fee will be calculated,to reflect the increased scope of service and maintenance. (c)The service fee does not include federal,state,or local taxes which may be applicable;such taxes will be additional billable items,which Customer agrees to pay unless Customer provides NEC with appropriate tax exemption documentation. (d)If Customer does not make timely payment to NEC of any amount payable under this Agreement,then in addition to all the remedies available to NEC at law or equity or under other provisions of this Agreement,NEC may collect interest on the sum then owing at the rate of 1.5%per month from the due date until payment by Effective 10-1-92 EXHIBIT 1. -j- Customer,provided,however,that in no event shall the aggregate interest charges exceed the maximum rate of interest which could be charged under applicable law. 3. TERM The term of this Agreement shall be one(1)year,commencing on October 1 ,1S92 Unless one party notifies the other of its intent to terminate this Agreement 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)years 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 furnish Customer with a written notice of any proposed increase in NEC's service rates for the next extension at least forty-five(45)days prior to the next 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. 4. LIABILITIES (a)NEC EXTENDS NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,TO CUSTOMER FOR THE SERVICES PROVIDED BY THIS AGREEMENT. (b)NEC WILL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL,INCIDENTAL,OR CONSEQUENTIAL DAMAGES OR FOR LOSS,DAMAGE,OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM CUSTOMER'S USE OF(OR INABILITY TO USE)THE SYSTEM OR ITS COMPONENTS,EITHER SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT,OR FOR COMMERCIAL LOSS OF ANY KIND,REGARDLESS OF WHETHER NEC OR ITS SUBCONTRACTORS HAD BEEN ADVISED OF SUCH POSSIBILITY. (c)IN ALL SITUATIONS INVOLVING PERFORMANCE OR NONPERFORMANCE BY NEC UNDER THIS AGREEMENT,CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IS(1)TO 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 Agreement will not cover repair work or replacement of battery back-up or expendable items such as headsets,paper,diskettes,and printer ribbons. This Agreement 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 be limited to,the provision of proper electrical power,air conditioning,and humidity control,and other environmental requirements described in Schedule B. 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. FORCE MAJEURE If NEC's performance is prevented,delayed,or otherwise made impractical by reason of any flood,riot,fire,strike, explosion,war,governmental action,or regulation,or any other similar cause beyond the reasonable control of NEC,NEC shall be excused from such performance until the abatement of such cause(s). 7. 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 repair or maintenance parts as NEC deems necessary. 0 8. COVENANT NOT-TO-HIRE Each party agrees not to hire or attempt to hire employees of the other party during the term and for a period of one (1)year after the term(including any renewal term)of this Agreement,without the express written consent of the other party. In the event of a breach of this covenant,the aggrieved party shall be entitled to recover as liquidated damages and not as a penalty an amount equal to the employee's last year's salary. 9. TERMINATION (a)If either party is in default of its obligations under this Agreement and such default continues for thirty(30)days after written notice is given by the party not in default,such nondefaulting party may(in addition to all other rights and remedies provided in this Agreement or by law)terminate this Agreement. (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 this Agreement or by law)terminate this Agreement immediately without notice. (c)Upon termination,cancellation,or expiration of this Agreement,each party shall promptly return to the other party all papers,materials,and properties of the other held by such party. 10. ASSIGNMENT Customer may not transfer or assign this Agreement to any third party without the express prior written consent of NEC. NEC may assign this contract to any parent company,subsidiary,or affiliate of NEC,or in connection with the sale of substantially all of the assets of NEC,without Customer's consent. 11. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California. 12. NOTICES All notices required or permitted to be given under this Agreement 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. CUSTOMER: NEC BUSINESS COMMUNICATION SYSTEMS(WEST),INC. Address: Address: P.O. Box 908 Facsimile: Facsimile:Culver City, CA 90232-0908 (310) 841-4601 Attention: Attention: Contract Administration 13. NON-WAIVER The waiver by either party of any default or any obligation will not operate as a waiver of any subsequent default or excuse any future obligation. 14. COSTS Customer will pay all of NEC's costs and expenses,including reasonable attorney's and collection fees,incurred in enforcing this Agreement. 15. ENTIRE AGREEMENT This Agreement,when executed by NEC and Customer and approved by NEC,constitutes the entire agreement between NEC and Customer with regard to Customer's service and maintenance by NEC. Any alterations or modi- fications to this Agreement must be in writing,and must be executed b y both an officer of NEC and the Customer. ANY ALTERATIONS OR MODIFICATIONS TO THIS AGREEMENT,UNLESS MADE IN ACCORDANCE WITH THE ABOVE,SHALL BE VOID AND OF NO EFFECT. t 0 M . IN WITNESS WHEREOF,Customer and NEC have entered into this Agreement,as indicated by the signatures of their authorized representatives below. y p v NEC BUSINESS COMMUNICATIONS CUSTOMER: b l h SYSTEMS(WEST),INC. By: By: Print Name: Print Name: Poo. \ S Title: *Tide: ea"SS�s-'tv.�n� C 140.Ving.. Date:, Date: `‘-q z *If Customer is a corporation,indicate the position or office held by the person signing this Agreement on the title line. If Customer 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 Customer is an individual,insert the phrase"sole proprietor"on • the title line. • SCHEDULE A NEAX2400 IMG 128 Station Ports 40 Trunk Ports 168 x 2.756=$463/mo. Cindi II Voice Mail 4 Ports 10 Hours $71.28/mo. $534.28/mo. ■ Nothing in this Maintenance Agrecmcnt will repeal rights or representations spelled out in the original RFP or System Sales Agreement.