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HomeMy WebLinkAbout2003-258 ". '\ '. ' " RESOLUTION NO. 2003-258 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 0 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONTRACT AN ISSUANCE OF A PURCHASE ORDER TO EXPANETS OF CALIFORNIA, INC. FO THE INSTALLATION Of A NEAXMAIL AD-40 VOICEMAIL SYSTEM TO THE CITY'S TELEPHONE SYSTEM FOR THE FACILITIES MANAGEMEN DEPARTMENT IN THE AMOUNT OF $39,120.00. 3 4 5 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 7 OF SAN BERNARDINO AS FOLLOWS: 8 9 SECTION 1. Expancts of California, Inc. is the selected source vendor for thc 10 installation of a NEAXMAI L AD _ 40 voiccmail systcm to the City's NEC tclephone systcm II for the Facilitics Managcment Department. A contract is awarded accordingly to said bidder in 12 the total amount of$39, 120.00. Such award shall be effective only upon being fully executed by 13 14 both parties. The Mayor is hereby authorized and directed to execute said contract on behalf of 15 the City; a copy of the contract is attached hereto as Exhibit A and incorporated herein. The 16 Purchasing Manager is hereby authorized and directed to issue a purchase order to said vendor in 17 thc amount of$39,120.00. The purchase order shall reference this Resolution and shall be issued 18 to Expanets of California, Inc. for the installation of a NEAXMAIL AD-40 voicemail system in 19 20 an amount not to exceed $39,120.00 21 SECTION 2. This contract and any amendment or modification thereto shall not take 22 effect or become operative until fully signed and executed by the parities and no party shall be 23 obligated hereunder until the time of such full execution. No oral agreements, amendments, 24 modifications or waivers are intended or authorized and shall not be implied from any other 25 26 course of conduct of any party. 27 SECTION 3. This resolution is rescinded if the parties to the contract fail to execute it 28 within 90 days of the passage of this resolution. III III . ,,' 2003-258 I", " 'J 2 RESOLUTION . . . AUTHORIZING THE EXECUTION OF A CONTRACT AN ISSUANCE OF A PURCHASE ORDER TO EXJ>ANETS OF CALIFORNIA, INC. FO THE INSTALLATION OF A NEAXMAIL AD-40 VOICEMAIL SYSTEM TO TH CITY'S TELEPHONE SYSTEM FOR THE FACILITIES MANAGEMEN DEI) ART ME NT IN THE AMOUNT OF $39,120,00. 3 4 5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a j oint regular meeting thereof, held on the 15th day of September ,2003, by the following vote, to wit: 6 7 8 9 Council Members: 10 ESTRADA 11 LONGVILLE 12 13 MCGINNIS 14 DERRY 15 SUAREZ 16 ANDERSON 17 McCAMMACK 18 19 20 AYES NAYS ABSTAIN ABSENT x x ~ x x x x ~~~~~cJt~~~ 'wf 21 22 The foregoing resolution is hereby approved this J 17/'1- day of September, 2003. 23 27 Approved as to form and legal content: 24 25 26 28 Exhibit "An . AGREEMENT FOR SERVICES This AGREEMENT is made and entered into this 15th of September 2003, by and between the CITY OF SAN BERNARDINO, California, a municipal corporation, hereinafter referred to as the "CITY" and Expanets of California, Inc., hereinafter referred to as "VENDOR". WITNESSETH WHEREAS, City desires to replace the existing Centegram voicemail system with a NEAXMAIL AD- 40 voicemail system in City Hall in San Bernardino, California; and WHEREAS, Vendor is a licensed communications contractor qualified to provide said services; and WHEREAS, San Bernardino City Council has elected to engage the services of Vendor upon the terms and conditions as hereinafter set forth; and NOW, THEREFORE, it is mutually agreed, as follows: 1. SCOPE OF SERVICES Vendor shall perform those services specified as contained in the proposal dated August 25, 2003, and proposed costs, a copy of which is attached hereto as Exhibit "1", and all of which are incorporated herein as though set forth in full. 2. TERM OF AGREEMENT Vendor shall commence within five (5) days after the City has authorized work to start by issuance of a Notice to Proceed. 3. STANDARD OF PERFORMANCE Vendor shall complete all work in conformance with Federal, State, and local regulations and industry standards. 4. CHANGESIEXTRA SERVICES A. Performance of the work specified in Exhibit 1 dated August 25,2003, are made an obligation of Vendor under this Agreement, subject to any changes made subsequently upon mutual agreement of the parties. All such changes shall be considered as additional tasks and shall be incorporated by written amendments to this Agreement and include any increase or decrease in the amount of compensation due Vendor for the change in scope. Any change, which has not been so incorporated, shall not be binding on either party. B. Vendor shall render no extra services under this Agreement unless City authorizes such extra services in writing prior to performance of such work. Authorized extra services shaJl be invoiced based on the authorized additional task amounts. 5. COMPENSATION Exhibit "A" '- . A. Upon satisfactory completion of the work, the Vendor will be paid time and material not to exceed $39,120.00 in arrears, for all work and services performed under this contract and upon receipt of itemized invoices, submitted in triplicate to the contract manager. The invoice amount will be based on the actual work performed by task. Vendor will submit an invoice to the City upon completion of each building or at the completion of the project. B. Said compensation shall not be altered unless there is significant alteration in the scope, complexity or character of the work to be performed. City and Vendor shall agree upon any such significant alteration in writing before commencement of performance of such significant alteration by Vendor. Any adjustment of the total cost of services will only be permitted when the Vendor establishes and City has agreed in writing that there has been, or is to be, a significant change in: 1, Scope, complexity, or character of the services to be performed; 2. Conditions under which the work is required to be performed; and 3, Duration of work if the change from the time period specified in the Agreement for completion of the work warrants such adjustment. C. The Vendor is required to comply with all Federal, State and local laws and ordinances applicable to the work. The Vendor is required to comply with minimum wage rates in accordance with California Labor Code Section 1770. 6. PAYMENT BY CITY A. The billings for all services rendered pursuant to this Agreement shall be submitted by Vendor to City and shall be paid by City within twenty (20) days after receipt of same, excepting any amounts disputed by City, Dispute over any invoiced amount shall be noticed to the Vendor within ten (10) days of billing and a meet and confer meeting for purposes of resolution of such dispute shall be initiated by the City within (10) days of notice of such dispute. All tasks as specified in Exhibit "I" shall be completed prior to final payment. B. No payment will be made for any work performed prior to approval of this contract by City and Notification to Proceed. 7. SUPERVISION AND ACCEPTANCE OF SERVICES A. The Director of Facilities Management of City, or his designee, shall have the right of general supervision over all work performed by Vendor and shall be City's agent with respect to obtaining Vendor's compliance hereunder. No payment for any services 2 Exhibit "An . ' .~ rendered under this Agreement shall be made without prior approval of the Director or' . Facilities Management or his designee. 8. COMPLIANCE WITH CIVIL RIGHTS LAWS Vendor hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, age, handicap or national origin. Vendor shall comply with all State and Federal Civil Rights Laws in its hiring practices and employee policies. Such action shall include, but not be limited to, the following: recruitment and recruitment advertising, employment, upgrading, and promotion. 9. TERMINATION OF AGREEMENT A. This Agreement may be terminated by either party upon thirty (30) days' written notice in the event of substantial failure of the other party to perform in accordance with the terms of this Agreement. Each party shall have twenty (20) days following the date of such notice within which to correct the substantial failure, giving rise to such notice. In the event of termination of this Agreement, City shall within thirty (30) days pay Vendor for all the fees, charges and services performed to City's satisfaction by Vendor, which finding of satisfaction shall not be unreasonably withheld. Vendor hereby covenants and agrees that upon termination of this Agreement for any reason, Vendor will preserve and make immediately available to the City, or its designated representatives, maps, notes, correspondence, or records related to work paid for by the City and required for its timely completion, and to fully cooperate with City so that the work to be accomplished under this Agreement may continue within forty-five (45) days of termination. Any subsequent use of such incomplete documents, other than their originally intended use, shall be at the sole risk of the City, and the City agrees to hold harmless and indemnify Vendor from any claims, losses, costs, including attorney's fees and liability arising out of such use. Vendor shall be compensated for such services in accordance with Exhibit "I". B. This Agreement may be terminated for the convenience of the City upon thirty (30) days written notice to Vendor. Upon such notice, Vendor shall provide work product to City, and City shall compensate Vendor in the manner set forth above. C. Following the effective date of termination of this Agreement pursuant to this section, the Agreement shall continue until all obligations arising from such termination are satisfied. 10. CONTINGENCIES In the event that, due to causes beyond the control of and without the fault or negligence of Vendor, Vendor fails to meet any of its obligations under this Agreement, and such failure shall not constitute a default in performance, the City may grant to Vendor such extensions of time and make other arrangements or additions, excepting any increase in payment, as may be reasonable under the circumstances. Increases in payment shall be made only under the "changes" provision of this Agreement. Vendor shall notify City within three (3) days in writing when it becomes aware of any event or circumstances for which it claims or may claim an extension. 3 Exhibit "An " 11. INDEPENDENT CONTRACTOR Vendor shall act as an independent contractor and shall not be considered an employee of the City in the performance of the services provided for under this Agreement. Vendor shall furnish such services in its own manner. This Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association between Vendor and the City. 12. ASSIGNMENT OR SUBCONTRACTING Vendor shall not assign this Agreement, or any portion thereof without the written consent of City. Any attempt by Vendor to assign or subcontract any performance of this Agreement without the written consent of the City shall be null and void and shall constitute a breach of this Agreement. All subcontracts exceeding $10,000 shall contain all provisions of this contract. 13. NOTICES All official notices relative to this Agreement shall be in writing and addressed to the following representatives of Vendor and City: VENDOR CITY Joe Wigmore Expanets of California, Inc. 15641 Red Hill Avenue, Suite 200 Tustin, CA 92780 Jim Sharer Director of Facilities Management 300 N. "D" Street San Bernardino, CA 92418 14. RESPONSIBILITIES OF PARTIES A. The Vendor may reasonably rely upon the accuracy of data provided by the City or its agents, B. Upon completion of all work under this contract, ownership and title to all reports, documents, plans, specifications, and estimates produced as part of this contract will automatically be vested in the City and no further agreement will be necessary to transfer ownership to the City. C. For the purpose of determining compliance with Public Contract Code Section 10115, et. seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et. seq., when applicable, and other matters connected with the performance of the contract pursuant to Government Code Section 8546.7, the Vendor, subconsultant, and the City shall maintain all the books, documents, papers, accounting records, and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final 4 Exhibit "A" . '. payment under the contract. The State, the State Auditor, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the Vendor that are pertinent to the contract for audits, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested, 15. HOLD HARMLESS CLAUSE A. Vendor shall indemnify, defend and hold free and harmless the City, its officers, and its employees from all claims, damages, costs, expenses, and liability, including, but not limited to attorney's fees, imposed upon them for any alleged infringement of patent rights or copyrights of any person or persons in consequence of the use by City, its officers, employees, agents, and other duly authorized representatives, of programs or processes supplied to City by Vendor under this Agreement. B. The prevailing party in any legal action to enforce or interpret any provisions of this Agreement will be entitled to recover from the losing party all reasonable attorneys' fees, court costs, and necessary disbursements in connection with that action. The costs, salary, and expense of the City Attorney and members of his office, in connection with that action shall be considered as attorneys' fees for the purposes ofthis Agreement. 16. INDEMNITY Vendor shall indemnify, defend and hold harmless City from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including reasonable attorney's fees), and liabilities, of, by, or with respect to third parties, which arise from Vendor's negligent performance of services under this Agreement. Vendor shall not be responsible for, and City shall indemnify, defend, and hold harmless Vendor from and against, any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including reasonable attorney's fees) and liabilities of, by or with respect to third parties, which arise from the City's negligent performance under this Agreement. With respect to any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including reasonable attorney's fees) and liabilities of, by or with respect to third parties, which arise from the joint or concurrent negligence of Vendor and City, each party shall assume responsibility in proportion to the degree of its respective fault. 17. LIABILITYIINSURANCE Vendor shall maintain insurance policies meeting the minimum requirements set forth herein. All insurance maintained by the Vendor shall be provided by insurers satisfactory to the City. Certificates evidencing all insurance coverage required herein shall be delivered to the City prior to the Vendor performing any of the services under this Agreement. All insurance certificates required herein shall name the City as an additional insured and provide for thirty-(30) days written notice from the insurer to the City prior to cancellation of any insurance policy of the Vendor. 5 Exhibit II An -, " A. Comprehensive General Liabilitv and Automobile Insurance. The Vendor shall maintain comprehensive general liability and automobile liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence. B. Worker's Compensation Insurance. The Vendor shall maintain worker's compensation insurance in accordance with the laws of the State of California for all workers employed by the Vendor. 18. VALIDITY Should any provision herein be found or deemed to be invalid, this Agreement shall be construed as not containing such provision, and all other provisions which are otherwise lawful shall remain in full force and affect, and to this end the provisions of this Agreement are declared to be severable. 19 ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between the parties hereto and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, with respect to the subject matter thereof. This Agreement may be amended only by written instrument signed by both parties. III III AGREEMENT FOR Services with Expanets of California, Inc. 6 . ._. __---.J ." ~ Exhibit "An IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date written above by their duly authorized officers on their behalf. ATTEST: BY: RClO~ (!JJW\.i; Rachel Clark, City Clerk City of San Bernardino tJ sjO/YlcLu0YtectWH~7 hp~ Approved as to form and legal content: JAMES F. PENMAN City Attorney III III CITY OF SAN BERNARDINO BY: /;Ud' h Valles; Mayor ~ Ci of San Bernardino Expanets of ._~ BY: (j-' Sig NAME: Gf~ Gl ~-~~LM ~1:-i~ TITL~~~f ~~0fJf~DI 7 EXHIBIT "1" ~ts LINE # ] 2 J 4 5 6 7 8 S,ystem Line Item List for ~,~:,:::';~;;~:~;/q.~; Cit)' OfStl11 Benlllrdillo SCHEDULE A - ORDER SUMMARY - NE4XMail 040-40 SJ'stem PART # 200247-01 [60116 161756 161762 161764 161895 161950 QTY 2 ] ] ] ] ] ] DESCRIPTION SPA.16ELCJB-B 16CH DIGITAL STATION CARD AD-40 24 PORT SOFTWARE PACKAGE AD-40/64 & REP EXPANSfON CHASSIS AD-40/64 & REP EXT MODEM AD-40/64, REP SCSI ADAPTER lS!N DELL COLOR MONITOR DELL OX260 FOR AD-40/64 & REP. Equipment Total Sales Tax 7.75"10 Labor/Services Total Total Investment 1J en! Term I 50% I $154 .88 l:' ~ ,( Paym,ntT,un240%/$ 54.3] It00,,;ti'f aymentTermJ 10% 3088.58 V' /1'"' Payment Term4 0" 1$0 ustomers s gnatu ac owled es that the Customer has read and accepted the terms and conditions of the above referenced contract, the customer authorizes Expanets to obtain credit information prior to accepting this order. City orSan Bernardino AD-4(I S.25.Q3.xls Exp@Jncta,Proprietarylnformation S/Total 3,503.69 14,904.38 1,427.48 136.86 209.40 243.62 1,424.74 21,850.18 1,693.39 7142.20 30,885.77 s:.... lorl 812512003 ~ets Labor System Line Item List for City (~f San Bernardino Schedule A - NEe He-numbering ,~vstem Labor to fe-number system/Of Voicemai/ QTY DESCRIPTION Miscellaneous Eauinment Software Numbering plan reconfiguration SITotal EX~x.'rienc('d At NetlN,:;rked S()!Urjl)n~; L[NE# 1 2 3 PART # Equipment Total Sales Tax 7.75% Labor/Services Total Total Investment 3.132.00 3,[32,00 This price includes material, installation labor, 7.750/0 sales tax, and a one year warranty. This quote is valid uutj( Octo her 24, 2003 ., Payment Term 1 50% / $15 Payment Term2 40% / $ 52.8 Payment Term3 10% / 13.2 Payment Term4 0% l 0 1t7;)~ City of San Bernardino Renumber 8-25-031.xls Exp@nets, Proprietary Infonnation lofl 8/25/2003 'R'~ets -'-M.~~-I Pagel Experienced At Netvvorked Solutions Client Legal Name: City of San Bernardino Expanets Address: 15641 Red Hill Avenue, Suite 200 Client Contact Irene Bryson, Admin, Operation Supervisor City Tustin Client Contact Tel. No. 909-384-5165 State CA Zin Code 92780 Client Address: Expanets Contact Street: 300 North D Street Name: Joseph A. Wigmore City: San Bernardino Tel #: 949-265-6113 State. Zin;- CA 92418-0001 Fax #: 949-265-6102 Installation/Delivery Address (if different) Street: 300 North D Street Method of Payment City: San Bernardino, CA 92418-0001 - Check No: EMAIL: bn'son irl1TlcLsan-bernardino.ca.us Credit Card No.: Exn Date: Contract No.1 Order No.1 SCHEDULE A-ORDER SUMMARY Client's order for Products is summarized as follows: Product Descri tion ......uu.... Order Code Quanti Unit Price/License Fee Total Price/License Fee Installation Cha es Warran Term MO Schedule A.NEe Renumberin s stem Schedule A.AD-40 s stem $ $ 3132.00 $ 30885.77 $ $0.00 $ $0.00 $ $0.00 0.00 $ $0.00 $ $0.00 $ $0.00 $ $0.00 $ $0.00 $ $0.00 $ $0.00 $ $0.00 $ $0.00 $ $34 017.77 ~- Subtotal Subtotal Other Pa es Estimated Shi in Cha es Total ludln a Iicable taxes Advance Pa ment TIme of Order Pro ress Pa ment - Dellve Pro ress Pa ment - Other Balance Due Estimated Delive Date: Estimated In-Servlce Date: Remark~ ~/19% payment terms :J /M;0 ",v /'i'<%'.(:Jr~ 34017.77 17008.88 13607.10 3401.77 Client's order for Services is summarized as follows' Descri tlonofServlce Order Code Term Months Hours Performed One-time char es Monthl Char es CLIENT INITIAL HERE TO 01 CUENT'S SIGNATURE BELOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT, THE CLIENT AUTHORIZES EXPANETS TO OBTAIN CREDIT INFORMATION PRIOR TO AC PTING THIS ORDER. CLIENT: EXPANETS ENTITY; Cil of San Be mardi no Le alEnti Name ha Director Sales & 0 eralions AuthorizedSi nature T ed or Printed Name Title T ed or Printed Name TIUe Data Au usl25 2003 Dale Au ust25 2003 ScheduleM_C2_C1_'ev-4 Pagel City of San Bernardino Expanets Scope of Work NEAXMail AD-40 Voicemail Contracts Upon contract signature and acceptance, Expanets Installation group forms a team of skilled personnel to rnanage the design and installation of your telecommunications voicemaiJ system. A Project Manager, and Lead Technician are assigned as your installation team. An in- house kick-off meeting is lead by the Sales person to relay pertinent information about City of San Bernardino special requirements and to confirm and establish order dates of Hardware for the installation and cutover requested by the customer. Pre-Installation The Project Manager will then contact City of San Bernardino for the first group meeting. The object of the meeting is to establish a point of contact within your personnel to assist with information gathering, dissemination offollow-up details, and responsibilities of City of San Bernardino and Expanets. Subsequent meetings may be arranged with the Project Manager and or the Lead Technician and the designated point of contact for further information sharing. Installation Prior to installation the Project Manager will ensure the order is complete and staged for shipment to the customer site. The cutover date is then confirmed, and the equipment is shipped. Expanets will connect the AD-40 voicemail system to the NEAX 2400 PBX via two 16ELCJ Digital Station cards. Expanets will connect test stations for training users on how to use the new voicemail system. The Project Manager will coordinate a training schedule to insure users get fully trained on the voicemail features and use prior to cutover. Any call processing applications on the previous voicemail system with be configured and tested on the new system. (This is a great opportunity to provide any changes or enhancements. ) Once training has been completed and the system has been tested, a cutover date will be scheduled. (This date should be set as soon as the user training is completed.) The new system will then assume the old access numbers to take over operations. The old system may remain connected for period of time to allow those who could not retrieve their messages from it. Messages cannot be transferred between systems. System administration training will be provided onsite for Moves, Adds, and changes. Enhancements The NEAXMail AD-40 comes with 50 free client license seats of View Mail for Microsoft Messaging. In order to provide this, the NEAXMail server will require a LAN connection to your existing infrastructure. A static IP address would be required for assignment to the V oicemai1 server from the IS department. Labor has been calculated to provide the Voicemai1 server setup and one client installation. The IS department personnel would then be responsible for implementing on other client workstations. Scope of Work-City of San Bernardino , , City of San Bernardino This would be a Train The Trainer client workstation installation for the IT person to manage going forward. The technician will setup the schedule backup to the tape drive of the NEAXMail system. The Lead Technician monitors the system install for completeness of materials and functionality of hardware and software. The day of the cutover, system acceptance is signed and the warranty of parts and labor begin. Post cutover support will be provided for the first day in service. Switch Room ReQuirements The customer will ensure that the Switch Room is prepared to support the NEC NEAXMail AD-40 equipment. A dedicated 120V AC outlet is required to support the AD-40 equipment located in the Switch Roorn. UPS 120 V AC backup is highly recommended for any voicemail system. An analog modem port would be required for remote access. Ifthere is one in place on the existing voicemai1 tan this can be reused. Maintenance Should maintenance be required after acceptance, a customer service telephone number is available twenty-four hours a day for reporting problems. When the customer calls this number, a ticket is opened to resolve the problem. Problems may be resolved in three ways: 1. A major trouble is reported and a technician is dispatched within 4 hours to resolve. 2. A minor trouble is reported and a technician is dispatched within 24 hours. 3. A trouble is reported and is repaired via rnodem by the Technical Assistance Center. Should additional problems be noted, and a resolution is not accomplished within an acceptable period of time, the problem is escalated to management, then to Officers of the company until a resolution is made. It is Expanets desire to provide the best relationship possible with our customers. A regular flow of information according to the above guideline, results in an experience that can meet and exceed expectations for you and your customers. Scope of Work-City of San Bernardino . , , City of San Bernardino Signatures below constitute agreement that the above services and activities fully describe the project deliverables and working agreement between Client and Expanets. Date: 1--/f'-P3 ~"'# Date: Name Expanets Project Manager l City of San Bernardino Expanets Scope of Work Re-number Remote Extensions for Voicemail Pre-Installation A NEC Lead Technician would be assigned for your installation. An in-house kick-off meeting is lead by the Sales person to relay pertinent information about the City of San Bernardino special requirements and to confirm and establish order date for the changes requested per this Scope of Work. The Lead technician will establish a point of contact within your personnel to assist with information gathering, dissemination of follow-up details, and responsibilities of Expanets. Scope of Work Detail Expanets will re-configure the numbering plan at the NEAX 2400 that handles the DID range 5xxx associated with the remote CCIS sites. The remote CCIS sites will also be re-programmed for the routing. This will require deleting the remote virtual extension within the NEAX 2400 PBX, then entering the remote extension in the Route database. Presently the system is designed with virtual extensions ofthe DID range 5xxx forwarding to the remote CCIS site. This will all have to be removed to enable the NEAX 2400 route the remote 5xxx DID range via the route. The fact that the initial DID call is forwarding, is causing the re-transfer issue presently being experienced. Expanets will verify the software and call routing after the changes have been entered. Once testing and customer acceptance is agreed upon, a backup of the configuration will be rnade on the system. Switch Room Requirements None required Implementation Prior to implementation the Lead Technician will ensure the objectives required. The Lead Technician we ensure the date and time schedule to perform the re-numbering process. Expanets will re-configure the numbering plan at the NEAX 2400 that handles the DID's associated with the remote CCIS sites. The remote CCIS sites will also be programmed for the routing. The Lead Technician will test the dialing plan and monitor the system reprogramming for completeness and functionality of software and call routing. Scope of Work-City of San Bernardino .' , , City of San Bernardino Maintenance Should maintenance be required after acceptance, a customer service telephone number is available twenty-four hours a day for reporting problems. When the customer calls this number, a ticket is opened to resolve the problem. Problems may be resolved in three ways: I. A major trouble is reported and a technician is dispatched within 4 hours to resolve. 2. A minor trouble is reported and a technician is dispatched within 24 hours. 3. A trouble is reported and is repaired via modem by the Technical Assistance Center. Should additional problems be noted, and a resolution is not accomplished within an acceptable period of time, the problem is escalated to management, then to Officers ofthe company until a resolution is made. It is Expanets desire to provide the best relationship possible with our customers, A regular flow of information according to the above guideline, results in an experience that can meet and exceed expectations for you and your customers. Scope of Work-City of San Bernardino , , City of San Bernardino Signatures below constitute agreement that the above services and activities fully describe the project deliverables and working agreement between Client and Expanets. Acknowledged for Client: Date: ,v~ /~ D""~~ Date: Name Expanets Project Manager '" ~ ....S:i ;z;>~ ~i:>::u ~~.g ="'0 u""'" ..:i:>::';; r..l E--;O I-; .5<~t~ ,,~..:;;, "a .~ S ~ rJJ tZl ~~~e~ ":=u~" ~1i::l~] Z ;:lOu <Q~ ~~~ ......0 ~"'o O~~ "'.... 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'u ~ z~~ oz~ "" o o N on '" ~~::; s ~~.;: ..!:! ~ ~ .'l::: .0 q,o I.,:i::! "''= >,::1 ::'i "E.~ ~ '" e::: eI = 0 CIlI E ~ ~.~ '5 ~ ~ ~ ~ :.=.:: "'.a-< ~ ;l 1::'N ~ .... ... (If.... w.l ~~=-'.cz ~ CIlI gf:a.9 CIlI:;~~>' t fi'- ..r ~ ;-E-g;~ ~ ~ Q::; ~ ~ -= .- CIl 1lI.~ .... ;.u ~.. ..r <U =-.._ OIl t l..;:I t e .... ~ >. Cl.1. ~< ;;;.E 'i: t..... <U IIlI g;.... 0:3.5 -y'gg:Eit ..,.. (If;:: ::::J e ~ VI 1lI C1.... ~gto.!: r._ c."" <.l ;:l -; 0 s.~ Q _ ... 1.,"'Cl : ~ 0 oS ; t ~ ~ :; 0 :c'~ = l,l ~ e;;S.9~ "C~Ct:CIlI :;:;].a ; 'ii 1.,.... 0 Q,I .oU",~'t:I (If U c;j ::I U ~ ~gs ~ Ut::CIlIw.l= '"" '~'i:'...:l-; :::.QQ,I,",,-= M ;;; e $ ~ ~ .~ ~ ~ ~ --"xi' ;~8<] =- -:ol ~ <U (If =- t Z = .5.S: ~: 'S.; ~.: ;; 0""0 <= <:I.'iil <UC'll=<u~ ;: a::; 1.,-< c ~ 111..3_ <u 00 =:.- u EUoo..::!O c... u . '" .- ~ .. '" =.. =-..... '< g-~;J I., = I., e..c.s <u o ::l Y <u <U .!=Bi:c! ~ ~ ~.~ ~ I., ... III 0 .... -;........ c.;j c ::: 0 ~ E 00 <u ::::I ... <u ",w ::::I 0 <u iii ~ C"".C.c Sb .... ::: e.... CIil .5:::. oS ~-e 2~ e = ~ CIlIu Q,l 1lI 'C:=--=-:;...: ~?.s ~ g .- -"'Cl < = ... :l cUe t.~ (If w.l '" c.i:~Z~ ;~:=..;< c"'==u CIlI g ~.s ~ :;:..c.... tiz z.~ ~.s ~ ..l:: = :t ~ Q : ::l Q._ ~ ~8b"CI.c ..l:: e.- = <II ~ 8 8 ~ :;: ~='E~; ~gtSe~ ~ b'E t ~ ..; Q, a.; y ~"E ~.Z' E <11'- '"' _ ..... c - ,,<II .c "'.s <II I.. t ~ '" ; ~ Q:l '" = {"l -:: (II ~-=::lC~- ..J 'i:" 11.1 t "3 S ;;;l "'.s ~ if 8 Cl e.... I.. I.. C ~.so:!..re a~t.=~.;; CIl ~ [s E ~ " Exhibit C CUSTOMER SOFTWARE LICENSE AGREEMENT This Customer Software License Agreement is between Exp@ncts.. an authorized NEe America, Inc., Associate (hereinalier "UCENSOR'") and the City of San Bernardino (herealter "LICENSEE"). I. DEFINITIONS 1.01 "CPU" means a central processing unit in the System or Subsystem as described by the Software License Attachment. 1.02 '.Computer Program" means any instnlction or instructions in object-code fomlal for controlling the operation ofa CPU. 1,0J "Licensed Product" means: a: The Computer Program furnished hereunder to the LICENSEE as set forth in Schedule A attached. b: The Computer Program manuals. docwnentation and any other material for the licensed Computer Program. THE TERM "LICENSED PRODUCT" DOES NOT MEAN OR INCLUDE THE SOURCE- CODE FORMAT FOR THE COMPUTER PROGRAM SET FORTH ON SCHEDULE A. 2. GRANT OF RIGHTS 2.0l LICENSOR hereby grants the LICENSEE, and the LICENSEE hereby accepts, a persona], llon-transferable and non-exclusive right to use the LICENSED PRODUCT on one (1) CPU at a time, or a single system where multiple CPU's are provided in the configuration set forth on Schedule A, sole]y for its business purposes. The LICENSEE Wlderstands that the Licensed Product furnished to the LICENSEE is furnished solely for use in conjWlction with the related hardware PRODUCTS sold by LICENSOR to LICENSEE. The LICENSEE has no right to use the Licensed Product so furnished on any CPU other than that such CPU or for any purpose not specified herein. 2.02 No right, title or interest to the intellectual property in the Licensed Product is hereby transferred to the LICENSEE, except as expressly granted herein. 2.03 The LICENSEE shall not copy the Licensed Product except as necessary for archivallback-up purposes. When the LICENSEE makes any copy of the Licensed Product, such copy must include the copyright notice appearing on the Licensed Product furnished to the LICENSEE. 2.04 The LICENSEE shall not transfer possession of the Licensed Product, nor any rights conferred herein to any Utird party, except to a third party who acquires title to the LICENSEE'S related hardware PRODUCTS, provided such transferee has executed and provided to NEC America, Inc., a signed copy of this Agreement and has tendered to NEC America, Inc., the then current license transfer fee. 2.05 LICENSEE hereby assures LICENSOR that LICENSEE does not intend to, and will not knowingly, within prior written consent, if required, of the Office of Export Administration of the United States Department of COnnllerce, Washington D.C. 20230, transmit, directly or indirectly the Licensed Product to Iran, Iraq, Syria, the People's Republic of China or any Group Q, S, Y or Z country specified in Supplement No. 1 to Section 770 of the Export Administration Regulations issued by the United States Department of Connnerce or to any other country to which such transmission is restricted by such Regulations. 2.06 LICENSEE hereby agrees that it shall not reverse compile, disassemble, alter, add to, delete from. or otherwise modify the LICENSED PRODUCT, except to the extent that such modification capability is an intended feature of the LICENSED PRODUCT. 3. LIM]TED WARRANTY AND REMEDIES 3.01 For a period of fourteen (14) months from date of shipping at the LICENSEE's site specified in Schedule A, LICENSOR warrants that the Licensed Product will confonn to published perfonnance specifications applicable as of the date of this agreement and will be free from defects in workmanship, under normal use and seTYice, when correctly installed and maintained. 3.02 LICENSOR'S liability for any LICENSED PRODUCT which is shown to be defective during its warranty period is limited to: a: replacing the LICENSED PRODUCT or part thereof with a functionally equivalent LICENSED PRODUCT or part, b: repairing the LICENSED PRODUCT, or c: issuing credit for the LICENSED PRODUCT The choice of which of the above warranty remedies to utilize concerning any particular LICENSED PRODUCT shall be LICENSOR'S. 3.03 In the event that any LICENSED PRODUCT is shown to be defective during the warranty period, the LICENSEE shall: a: notify LICENSOR or any other authorized NECAM Associate providing service to LICENSEE Promptly in writing of any claims, b: provide LICENSOR or such other authorized NECAM Associate and/or NEC Anlerica, Inc., with an opportunity to inspecl and test the LICENSED PRODUCTS claimed to be defective, and c: (if repair or replacement of the UCENSED PRODUCT is selected) return the LICENSED PRODUCT to LICENSOR or such other authorized NEC associate or NEC America, Inc., in accordance with 'nstructions provided. LICENSOR: BY, NAME, TITLE: DATE' 1'-.--. WHEREFORE. , e J.04 The above warranty excludes coverage for LICENSE PRODUCTS which were insta]~ed, repaired or. mailltaine~ by an. unauthorize~ service.provider or which were subjected to nll~use, ab~e, Improper .lllstallatl?ll or applicatIon, Improper maintenance or repair, alteratIOn, aCCIdent or negligence III use, improper temperature, humidity or other envlronnle~tal conditi~n (includmg, but not limited to, lighting or water damage), storage, transportation or handlmg. 3.05 THE LICENSED PRODUCT WARRANTY CONTAINED IN THIS AGREEMENT ]S IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR rMPLlED, rNCLUDlNG (BUT NOT LIMITED TO) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR F1TNESS FOR A PARTICULAR PURPOSE, INCLUDrNG BUT NOT LIMrTED TO PREVENTION, DETECTION OR DETERRENCE OF TOLL FRAUD, COMPUTER VIRUSES OR OTHER UNAUTHOR]ZED OR IMPROPER USE OF THE SOFTWARE PRODUCTS. 3.06 LICENSOR'S liability fOf any LICENSED PRODUCT malfunction, shall be limited to perfonning one of Ihe remedies specified herein, provided that the malfunctioning LICENSED PRODUCT is covered by the applicable warranty. LICENSOR and LICENSEE hereby agree that if such limitation is declared invalid by a court of competent jurisdiction, then LICENSOR'S liability shall be limited solely to a U.S. dollar amount equal to the cost of the malfWlctionmg LICENSED PRODUCT to the LICENSEE. These remedies shall be exclusive and shall be the LICENSEE'S sole remedies against LICENSOR or NEC America, Inc., or any ofils affiliates, Associates or suppliers for LICENSED PRODUCT malfunction. 4. INFRINGEMENT 4.0] LICENSOR represents and warrants that no patent, copyright, trade secret, trademark, trade name or other proprietary right has been or will be infringed by the LICENSEE'S use of the LICENSED PRODUCT pursuant to this license. 4.02 If such infringement is alleged or does occur, LICENSEE shall be defended against any and all claims arising from such allegations or findings ofinfiingement. LICENSOR shall, at its expense and sole decision, as the sole remedy to which LICENSEE shall be ell titled: a: procure for LICENSEE the right to use the LICENSED PRODUCT, or b: replace such LICENSED PRODUCT with a comparable, non-infringing product, 0' c: mod~fy such LICENSED PRODUCT to be non-infringing, or d: temunate the LICENSE for the LICENSED PRODUCT and refwld the LICENSE fee for such LICENSED PRODUCT to LICENSEE 5, TERM AND TERM]NATION 5.01 This Agreement shall take effect on the date LICENSED PRODUCT is shipped by NECA.\1, and shall remain in effect Wltil temunated as provided below. 5.02 If the LICENSEE should breach any of its obligations under this Agreement, LICENSOR may (in addition to any other remedies available at law or in equity) temunate this Agreement upon written notice to LICENSEE. S.OJ Upon termination of this Agreement, the LICENSEE shall inunediately discontinue the use of the LICENSED PRODUCT and shall return all copies of the LICENSED PRODUCT to LICENSOR. 6. MISCELLANEOUS 6.0 I This Agreement, including the addenda listed below, sets forth the entire agreement and understanding between the parties; neither party shall be bOWld by any conditions, definitions, warranties, Wlderstandings or representations with respect to such subject matter other than as expressly provided herein or as duly set forth on or subsequent to the date hereof in writing and signed by a proper and duly authorized representative of the party to be bound thereby. The following AddendalExhibits are a part of this Agreement: Addenda/Exlllbits Licensor ].ijhl ~~ 1/ Liceusee Initials Schedule A ScheduleS 6.02 IN NO EVENT SHALL LICENSOR OR NEC AMERICA, INC., OR ANY OF ITS AFFILIATES OR SUPPUERS BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR SIMILAR DAMAGES, SUCH AS (BUT NOT LIMITED TO) "DOWNTIlvfE", EXCESS COSTS OR LOST BUSINESS REVENUES RESULTING FROM A LICENSED PRODUCT MALFUNCTION FROM UNAUTHORlZED OR IMPROPER USE OF LICENSED PRODUCT INCLUDING, BUT NOT LIMITED TO, TOLL FRAUD OR COMPUTER VIRUSES OR FROM LOSS OF USE OF LICENSED PRODUCT DUE TO INFRINGEMENT CLAIMS, 7. STATISTICAL INFORMATION 7.0] NEC requests that the LICENSEE complete the Statistical Infomiatioll contained within that section on Schedule A to this Agreement This infomliltion may be used by NECAM for nlilrketing purposes. ent through their authorized representati " Director Sa'lell & Ooerations AU2uSt 25 2003 AU2USt 25, 2003 ., , . Contract/Job Package Checklist - Sales Checklist ~_t:5~~_~~.~LY_~.~~_,..J {1~l_"""~1 ~ Account Name: City of San Bernardino In.wallAdtiress.. 300 North D Street City: San Bernardino Stull:!: CA AE Name: Joseph Wigmore AE Phone Number: 949-265-6113 Sales ivlanllger: Ross Jones Contract/Order Amount $34,017.77 _ 1-11Q2CX/I-IIQ2CZ Zip: 92418-0001 Pr(Jject/Jn,~/allNumber: PM /'lame: 1',"1 Phoue Number: 1ll-IPL. Manuger: All Applicable Docs must be included in the paper package and be originals with INK signatures. All docs included in the Hard copy pack~ge must also be attached in Seibel as part of the Opportunity attachments. Comoleted For documents. forms, Expanets Contract Policy, Advance Payment Policy and other information. go 10 Exchange>Contracl Administration Item: Contract Terms and Conditions (T&C's): PSPA, SA, lVlA (two signed originals) '0 2'0} 2b0 heckal leasl one 200 3D 40 50 eE) Advance Payment Check (wI invoice if applicable) Advance Payment Waiver (signed if AP waived) (Term of AP filled in) Signed Customer Purchase Order w/waiver, (if applicable (must reference signed T &C's)) * QuoteGen Including Job Price Worksheet Schedule A Order Summary (signedlboth parties) NA . (Sched A / Contract, QuoteGen, & Order Oollar Value MUST match) $34,017.77 Amount: 70 '0 '0 100 "0 120 130 (Option Checked/ Term andpricefilled in) Schedule C Scope of Work (Signed by AE, PM, & Customer) Schedule D Sofhvare License, if applicable (signed) Signed Lease Documents with XQ number Leasing Compan~': Tax exempt certificate, if applicable . Copy 01 Bid bond, II applicable * Price Relief Documents Attached Expiration Dltte * New Installation - Project Information page 2 completed NOTES: (include explanation for ALL missing required documentation) Attach copies of GM, VPGM, or BUe e-mails to the job package verifying OK 10 proceed with missing requirments Reviewed By: o [Z] o Account Executive Joseph Wigmore Sales Manager Ross Jones Operations Manager Brian Brunette Date: Date: Date: 09/29/03 09/29/03 09/29/03 'r"~~_~ NEW INSTALLATION - PROTECT INFORMATION Project/Install Number: Bid Number: Account Executive: Joseph Wigmore Customer Number: Project Manager: Applications Engineer: Tony Casillas CMAS: y" l J No l X J [ X] Please check if already an existing customer Billinr Information: (please indicate present address for purposes of present billings) Name: City of San Bernardino Address: 300 North D Street City: San Bernardino State: CA Zip Code: 92418-0001 Title: Admin" Operations Supervisor Primary Contact: Irene Bryson E_rnailaddress:~(@ci.san_bernardinoca.u_~ Telephone #: 909-384-5165 FAX: 909-384-5012 Billinr Information: (please indicate future address for purposes of future billings) Name: City of San Bernardino Address: 300 North 0 Street City: San Bernardino State: CA Zip Code: 92418-0001 Title: Admin., Operations Supervisor Primary Contact: Irene Bryson E-mail address: brvson ir<<J)ci.san-bernardino ca.U5 Telephone #: 909-384-5165 FAX: 909-384-5012 Jnb I.ocation: (If different from Billing Tnfonnatioo)(List additiooallocations 00 separate sheet if needed) Name: City of San Bernardino Address: 300 North 0 Street City: San Bernardino State: CA Zip Code: 92418-0001 Title: Admin., Operations Supervisor Primary Contact: Irene Bryson E-mailaclclre%: Pivson irK.ilcisan-bernar~ Telephone #: 909-384-5165 lob Information" FAX: 909-384-5012 Job Description: Renumbering for voicemail and NEAXMail AD-40 Estimated Cut Date: 10/15/03 Actual Cut Date: 10/15/03 150%-40%-10% I.: Contract Payment Terms: ' . ' down payment will be paid in 30 days ~---M I Unll Prlce Schedule i.1 standard one year warranty List Unit pricing/Other Terms: MAC Labor Rates: __ Hourly Rate: $96.00 Original Contract Amount: $34,017.77 ---------+- Trip Charges: $44.00 Inventory Adjustment: ) Check-Fill in amount; ) Hard Copy Leasing P.O. Final Mark Up: 1.50/1.38 Waived by: Deron Pearson/Sabrina Anderson Contract Billinr Schedule: (TO BE USED BY ACCOUNTING ONLY) llitt Invoice # Ammml %.lliIl<d