R05-112
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2 RESOLUTION NO. R05- Il~
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4 A RESOLUTION OF THE CITY OF BOYNTON
5 BEACH, FLORIDA, APPROVING THE AWARD OF
6 BID #025-1510-05/JA TO SHARED TECHNOLOGIES,
7 INC., FOR THE ONE YEAR CONTRACT FOR THE
8 UPGRADE AND MAINTENANCE OF THE NEAX
9 PHONE SYSTEM IN THE AMOUNT OF $167,072.00;
10 AUTHORIZING THE CITY MANAGER TO
11 EXECUTE CONTRACT DOCUMENTS; AND
12 PROVIDING AN EFFECTIVE DATE.
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15 WHEREAS, ON April 19, 2005, five (5) proposals were received and opened by
16 Procurement Services for the one year contract for the upgrade and maintenance of the
17 NEAX phone system, and staff is recommending the award to Shared Technologies, Inc.,
18 as the lowest, most responsive, responsible bidder who meets all specifications.
19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
20 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
21 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
22 as being true and correct and are hereby made a specific part of this Resolution upon
23 adoption.
24 Section 2. The City Commission of the City of Boynton Beach, Florida,
25 hereby approves the award of Bid #025-l510-05/JA to Shared Technologies, Inc., for the
26 one year contract for the upgrade and maintenance of the NEAX phone system, and does
27 hereby authorize the City Manager to execute a contract in the amount of $167,072.00, a
28 copy of said Contract is attached herðto and made a part hereof.
29 Section 3. That this Resolution shall become effective immediately.
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S:\CA\RESO\Agreements\Bid Awards\Award of Bid - Shared Technologies (NEAX).doc
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2 PASSED AND ADOPTED this 5 day of ~ 2005.
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4 CITY OF BOYNTON BEACH, FLORIDA
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16 L:"er~
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19 ' Commissioner
20 ATTEST:
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S:\CA\RESO\Agreements\Bid Awards\Award of Bid - Shared Technologies (NEAX).doc
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SHAReD
~CHnOLDa'es
TM
Maintenance Agreement
This Maintenance Agreement for Company Services (as defined below) ("Agreemenf'), is made by and between Shared Technologies Inc.,
("Company") and City of Boyrton Beach ("Customer"), with offices located at 100 East Boyrton Beach Blvd.( P.O. Box 310) Boyrton Beach. Florida,
33425'{)310. Customer may request and Company or its providing affiliate may install and maintain certain pre-purchased telecommunications equipment at
Customer locations within the continental United States as described in the applicable Maintenance Order, PO, and/or other forms supplied by Company
which are submitted by Customer a nd s ubsequenUy accepted by Company (collectively a nd individually, the "Company Services"). This Agreement is
binding after execution by both parties. Acceptance of this Agreement by Company is subject to Customer meeting Company's credit terms and conditions,
which may be based on commercially available credit reviews and to which Customer hereby consents.
This Agreement shall be of no force and effect unless this Agreement is executed by Customer and delivered to Company on or before
1. Definitions.
1.1 "Maintenance Services" means the Company's service offering defined in Section 8 below.
1.2 "Maintenance Order" means an order for Maintenance Services made during the Term of this Agreement, made on the forms supplied
by Company, submitted by Customer and subsequently accepted by Company. Such Maintenance Order shall specify the
commencement date for such Maintenance Services, installation and maintenance location, port count, and the monthly recurring
charges for such Maintenance Services.
1.3 "Purchase Order" or "PO" means Customer's standard purchase 0 rder(s) u sed to 0 rder Company Services contemplated herein.
The terms and conditions of this Agreement, including any attachments, will supercede all terms and conditions, other than price (as
determined solely by Company), type and quantity of equipment and maintenance schedule, set forth in the Customer's PO regardless
of the date indicated on the PO. All orders placed by the Customer and all Company Services provided by Company will be subject to (i)
acceptance by Company, and (ii) the terms and conditions of this Agreement. In the event of any inconsistency between the terms in
the PO and this Agreement relating to price of equipment, type and quantity of equipment, delivery schedule and delivery instructions,
the terms in this Agreement shall control.
1.4 "Equipment" means the pre-purchased CPE, cables, connectors, and/or software described in the applicable Maintenance Order
and/or PO submitted by Customer and subsequently accepted by Company.
1.5 "Premises" means the Equipment installation and maintenance location as identified in the applicable Maintenance Order and/or PO.
1.6 "Customer Change Authorization" or "CCA" means an order, made on forms supplied by Company, submitted by Customer and
subsequently accepted by Company, modifying an existing Maintenance Order or an order for additional services provided by Company
to Customer.
2. Term. The term of this Agreement shall commence 0 n the date it is fully executed by Company and s hall remain in full force and effect
through the expiration of any applicable Maintenance Order and/or PO submitted by Customer and subsequently accepted by Company. The
term of each Maintenance Order (each a "Maintenance Order Term") shall commence on the date specified therein and cover a period of one
(1) year (each a "Contract Year"), unless a period other than one (1) year is expressly specified in the applicable Maintenance Order. After the
expiration of the initial Maintenance Order Term, the Maintenance Order Term may be renewed from year-to-year through the execution of a
written amendment to this Agreement providing for such extension, which a mendment will set forth the term of renewal a nd expiration 0 r
termination of the Agreement or Maintenance Order Term. The rate for each Contract Year may be increased by no more than five percent
(5%) than the previous year, or any other rate specified by Company in writing or by invoice insert.
3. InvoicinQ and Charaes.
3.1 Company shall submit i nvoice(s) to Customer for a II charges due under this Agreement, including without limitation any installation,
shipping, upgrading, and restocking charges. Invoices will be issued by Company monthly (monthly, quarterly, annually or semi-
annually).
Invoices will be issued in accordance with the applicable Maintenance Order. Customer will pay the amount invoiced upon receipt of
invoice. Customer may not withhold payment of any amount invoiced based on abatement, reduction, set-off, defense, counterclaim or
recoupment in connection with any past, present or future claim Customer may allege against Company for charges not covered under
this Agreement or against the manufacturer of any equipment or any other third party. In the event Company does not receive full
payment within thirty (30) days of the invoice date, Company, in its sole discretion, may assess an additional charge against Customer
in the amount of one and one-half percent (1 Yo%) per month or the maximum rate allowed under applicable law, whichever is less, on
any unpaid amounts. Amounts paid in advance or in excess of the amount invoiced will be applied to outstanding or future invoices;
provided, however, that if this Agreement expires or is earlier terminated and there are no outstanding amounts owed or invoiced, any
unused portion of the advance or excess payment(s) will be refunded to Customer.
3.2. All charges are exclusive of federal, state and local sales, use, excise, utility and gross receipts taxes, other similar tax-like charges, and
tax-related surcharges, which Customer agrees to pay. Taxes based on Company's net income shall be the sole responsibility of
Company. I n the event that Customer provides Company with a duly authorized exemption certificate, Company agrees to exempt
Customer in accordance with law, effective on the date the exemption certificate is received by Company.
3.3 Failure to remit payment when due may result, upon Customer notification, in interruption or cancellation of Company Services under this
Agreement. Customer shall be liable for the payment of all fees and expenses, including attomey's fees, reasonably incurred in collecting, or
attempting to collect, any charges owed hereunder. Company may refuse to ship any equipment, provide Maintenance Services 0 r fulfill a
Customer Sales Order, Maintenance Order and/or PO for Equipment if (i) Customer provides false information to Company regarding Customer's
identity, creditworthiness, or its planned use of the equipment, (ii) any outstanding balance due for equipment purchased under this Agreement, or
(iii) Company no longer offers the Equipment or provides Maintenance Services on the CPE or other equipment on a commercial basis.
4. Confidential Information. To the extent permitted by law, and subject to the Florida Public Records Law, Section 119.07, Florida Statutes,
commencing upon Customer's execution of this Agreement and continuing for a period of three (3) years from the termination of this Agreement, each
party shall protect as confidential, and shall not disclose to any third party, any Confidential Information received from the disclosing party or otherwise
discovered by the receiving party during the Term, including, but not limited to, the pricing and terms of this Agreement, and any information relating to
SHARED TECHNOLOGIES CONFIDENTIAL
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the disclosing party's technology, business affairs, and marketing or sales plans (collectively the "Confidential Information"). The parties shall use
Confidential Information only for the purpose of this Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not
apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of
confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third
party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the
Confidential Information, or (e) is required to be disclosed by law, regulation, or court or govemmental order.
5. Limitation of Liability and Limited Warranty.
5.1. Neither party will be deemed to be negligent, at fault or liable in any respect for any delay or failure in performance resulting from acts of
God, war, accidents, labor disputes, strikes, power interruptions or outages or any other cause beyond the reasonable control of the
party delayed; provided, however, that such acts or events shall not relieve Customer of its obligation to make payments for invoiced
amounts. In no event shall Company be obliged to provide credits for service interruptions to Customer's network telecommunication
services.
5.2. Limited Warranty:
5.2.1 During the term of this Agreement, Company warrants that the Equipment will have been installed and maintained in a good and
workmanlike manner subject to the limitations set forth in Section 5.2.2 below.
5.2.2 The limited warranty described herein does not include efforts to remedy, repair or replace as a result of: (i) accident or neglect;
(ii) problems relating to or residing in other hardware, software or services with which the Equipment is used; (iii) use of the Equipment
in an environment, in a manner or for a purpose for which it was not designed; (iv) problems relating to or residing in the power supply or
other circuitry, except as provided by Company; and (v) installation, modification, alteration or repair of the Equipment or Software by
anyone other than Company or the manufacturer.
5.3. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
AS TO THE EQUIPMENT, MAINTENANCE SERVICE, ANY OTHER EQUIPMENT OR RELATED PRODUCT, SOFTWARE OR
DOCUMENTATION. COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NON-
INFRINGEMENT OF THIRD PARTY RIGHTS. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR
RELATED TO ALLEGED VIOLATIONS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
5.4. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, TREBLE, SPECIAL,
INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE,
PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, EQUIPMENT, RELATED PRODUCTS,
DOCUMENTATION AND/OR THE INTENDED USE THEREOF, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY,
WARRANTY OR STRICT LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES.
5.5. WITHOUT LIMITATION OF THE PROVISIONS OF SECTION 5.4 ABOVE, THE TOTAL LIABILITY OF COMPANY, TO CUSTOMER IN
CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (A) DIRECT DAMAGES PROVEN BY CUSTOMER OR
(B) THE TOTAL AMOUNTS PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC PRODUCT OR SERVICE FORMING THE BASIS OF
THE CLAIM OR CAUSE OF ACTION FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM OR
CAUSE OF ACTION AROSE. COMPANY SHALL NOT BE LIABLE FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY
CUSTOMER'S USE OF REASONABLE DILIGENCE. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND
CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT
LIABILITY, MISREPRESENTATION AND OTHER TORTS. CUSTOMER ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF
THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY. HOWEVER, NOTHING IN THIS SECTION 5.5 SHALL LIMIT
COMPANY'S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT, OR (B) FOR BODILY INJURY OR DEATH
PROXIMATELY CAUSED BY COMPANY'S NEGLIGENCE, OR (C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL
PROPERTY PROXIMATELY CAUSED BY COMPANY'S NEGLIGENCE.
6. Termination.
6.1 Either party may terminate this Agreement for Cause. "Cause" shall mean a breach by the other party of any material provision of this
Agreement, provided that written notice of the breach has been given to the breaching party, and the breach has not been cured within
thirty (30) days after delivery of such notice.
6.2 Either party may terminate this Agreement or any Maintenance Order or portions thereof, at any time, without cause, during the Term, upon not
less than thirty (30) days' prior written notice to the other party, provided that Customer shall pay in full all charges for Maintenance Services and
any other services rendered by Company through the termination date.
7. Indemnification.
To the extent permitted by law, Customer and Company agree to defend at their expense, indemnify, and hold harmless each other from and
against any third party claims, suits, damages and expenses asserted against or incurred by such party ("Indemnitee") a rising 0 ut 0 for
relating to bodily injury to or death of any person or loss of or damage to real or tangible personal property or the environment to the extent
that such third party claim, suit, damage, or expense was proximately caused by any negligent act or omission on the part of the party from
whom indemnity is sought, its agents or employees ("Indemnifying Party"). Notwithstanding any other provision of this Agreement, the
Indemnifying Party shall pay all damages, settlements, expenses a nd costs, including costs of investigation, court costs a nd reasonable
attorneys' fees and costs (including allocable costs of in-house counsel) incurred by the Indemnitee as set forth in this Section 7, including,
without limitation, reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred in enforcing this Section 7.
8. Company Responsibilities.
8.1 Company shall maintain the items 0 f C PE purchased independently by Customer, ass et forth in the applicable Maintenance Order
and/or PO. Customer hereby grants Company the exclusive right to maintain such Equipment during the term of this Agreement.
8.2 Company shall provide, on a commercially reasonable basis, maintenance service, as more fully described in Section 8.3 ("Maintenance
Service"), on the Equipment. In performing its maintenance obligation, Company may, in its discretion, seek and obtain the assistance
of contractors or the vendors or manufacturers of the Equipment maintained hereunder.
8.3 Maintenance Service, as defined herein, includes the following:
8.3.1 Use commercially reasonable efforts to isolate any problems with the Equipment and to restore service within the hours set forth in
the applicable Maintenance Order and/or PO following receipt of Customer's notification or Company being made aware that the
Equipment is inoperative.
8.3.2 Investigate trouble reports initiated by Customer and repair or replace, at Company's sole discretion, any of the Equipment that
fails to meet the manufacturer's published operating specifications for the Equipment during the term of this Agreement.
8.4 Maintenance Service shall not include or apply to the following:
SHARED TECHNOLOGIES CONFIDENTIAL
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MaintenanceAgmt.02/18/05
8.4.1 Electrical work external to the Equipment or otherwise considered "in-house wiring".
8.4.2 Repair or replacement of failed equipment caused by factors outside of the Equipment, such as fire, accident, misuse, vandalism,
water, lightning, or failure of Customer's Installation Site to conform to manufacturer specifications.
8.4.3 Use of the Equipment for other than the intended purpose.
8.4.4 Repair of damage caused by the maintenance or repairs performed by a person other than a Company employee or person
authorized by Company.
8.4.5 Supplies, accessories, painting, or refurbishing of the Equipment.
8.4.6 Relocation, additions, or removal of Equipment, parts, or features not furnished by Company or use of the Equipment with other
equipment that fails to conform to manufacturer specifications.
8.4.7 Power or back-up power to or from the Equipment, unless otherwise agreed by the parties in the applicable Maintenance Order.
8.4.8 Any network "telco" issues.
8.4.9Repair or damage caused by problems relating to or residing in the power supply or other circuitry.
In the event Customer requests Company to perform anyone or more of the activities identified in this Section 8.4 and Company agrees
to do so, which will be reflected in a CCA or Maintenance Order, signed by both parties, Customer will pay Company the hourly labor
MAC Rates set forth in the applicable Maintenance Order or CCA plus any additional charges for parts/materials and travel charges.
8.5 Company provided Site Event Buffer (SEB). Customer may purchase from Shared Technologies, at the price identified in the applicable
Sales Order, a new SEB device for use in monitoring of the Customer's telecommunications system related alarms. In the alternative, if
requested in the applicable Maintenance Order, and at no additional charge to Customer, Company will provide, at Customer's
Premises, a refurbished SEB device to be used in the provision of Maintenance Services purchased hereunder. Title to the Company
provided SEB will remain with Company. Upon the expiration or earlier termination of Maintenance Services, Customer will allow
Company to retrieve the Company provided SEB from Customer Premises. Customer's failure to allow Company to retrieve the
Company provided SEB will result in a charge (as determined by Shared Technologies based on the age and condition of the SEB
device) to Customer's account for the purchase of such refurbished SEB device. Customer will be responsible for the payment of such
charges. Any new SEB purchased by Customer, or SEB owned and provided by Customer, will remain the Customer's property.
9. Customer Responsibilities. Customer's responsibilities and obligations under this Agreement include the following:
9.1 Provide Company and its subcontractors with immediate access (twenty-four (24) hours per day, seven (7) days per week during the
Term) to Customer facilities, overhead and under floor cable ducts, Premises and Equipment as may be necessary or useful for
Company to meet Company's requirements identified herein.
9.2 Report detected Equipment failures and provide information requested by Company, its subcontractors, or Company's designated point
of contact, that is necessary or useful for Company to meet Company's requirements identified herein.
9.3 Obtain, as may be necessary and at Customer's cost, all permits, licenses, variances and other authorizations required by state and local
jurisdictions for installation and operation of the Equipment.
9.4 Provide adequate building, space, circuitry, and power in accordance with the standards established by Company for proper installation
and operation of the Equipment.
9.5 Ensure that adequate back-up power to the Equipment exists in the event of a power failure, interruption or outage.
9.6 Ensure that all of Customer's electronic files are adequately duplicated and documented at all times. Company and its subcontractors will
not be responsible or liable for Customer's failure to adequately duplicate or document files or for data or files lost during the course of
performance of services hereunder.
9.7 Provide a well-lighted and safe working area that complies with all local safety standards and regulations for Company employees and
subcontractors.
9.8 Provide Company employees and subcontractors with proper security clearances as required. If security passes are required for the
Company employee or subcontractor or the equipment brought with such person, Customer must be available to provide all required
badges, passes, etc. at the time the Company employee or subcontractor arrives at the Customer Premises.
9.9 Customer agrees to ensure that any replacement equipment is free of any encumbrances at the time of any exchange. Customer further
agrees to remove all external attachments or objects from the unit of equipment to be replaced before the time of exchange. Customer
gives up all rights to any such items not removed.
9.10 Provide Company employees and subcontractors all appropriate communications, product and service documentation, installed
equipment lists, cabling and equipment locations, configuration and maintenance of any software and any software upgrades or back-
ups related to the Equipment.
9.11 Appoint an administrator (the "Customer Contacf') knowledgeable in Customer operational requirements as a point of contact to
Company and with the authority to act on Customer's behalf.
9.12 Follow all installation, operation and maintenance instructions provided by the Equipment manufacturer(s).
10. Miscellaneous.
10.1 SubcontractinQ. Company may subcontract any or all of the work to be performed by and under the terms and conditions of this
Agreement. Company will be responsible for the work of such subcontractors and for the fulfillment of the terms and conditions of the
Agreement.
10.2 Notices.
10.2.1 Any notices or other communication required to be given to the other party under this Agreement will be given in writing and
either (i) delivered in person, (ii) sent by overnight courier service, properly addressed and prepaid, or (Iii) sent by United States Postal
Service certified or registered mail, return receipt requested, properly addressed and with the correct postage.
10.2.2 Notices to Customer are to be sent to the address set forth on the first page of this Agreement. Notices to Company are to be
sent as follows: Shared Technologies Inc., 1405 South Beltline Road, Suite 100, Coppell, TX 75019, Attn: Contract Administration.
10.2.3 Notices will be deemed delivered and effective (i) the day of delivery if in person, (ii) the day of delivery if sent by courier service
or (Iii) three (3) business days after the date of mailing. Addresses may be changed by giving written notice in accordance with this
Section 10.2.
10.3 Applicable Law. This Agreement shall be govemed by and construed in accordance with the substantive laws of the State of Florida without
regard to its choice or conflicts of law principles.
10.4 Independent Contractor Status. Company's relationship to Customer in the performance of this Agreement is that of an independent
contractor. Nothing contained in this Agreement shall be deemed or construed as creating a partnership, j oint venture 0 r fiduciary
relationship between Company and Customer.
10.5 Export and Lecal Compliance.
10.5.1. Customer acknowledges that certain equipment, software and technical data that may be provided hereunder may be subject
SHARED TECHNOLOGIES CONFIDENTIAL
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MaintenanceAgmt.02/18/05
to export and re-export controls under the U.S. Export Administration Regulations and/or similar regulations of the U.S. or any other
country. Customer shall not export or re-export any such equipment, software, technical data or any direct product thereof in violation of
any such laws.
10.5.2. Customer shall comply with all laws and regulations, including but not limited to import and custom laws and regulations.
10.6 Toll Fraud Disclaimer. Company makes no representation or warranty that the equipment is technically immune from or prevents
fraudulent intrusions into and/or unauthorized use of the Equipment (including any interconnection to a long distance network).
10.7 Survival. The rights and responsibilities of the parties hereto under the provisions, which by their nature extend beyond any such
expiration or termination, shall survive expiration or earlier termination of this Agreement.
10.8 Assianment. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party,
which consent will not be unreasonably withheld or delayed; provided that Company may assign this Agreement, in whole or in part, or
any of its rights hereunder to an affiliate or successor without the written consent of or notification to Customer.
10.9 Use of Service Marks. Trademarks and Name. Neither Company nor Customer shall: (i) use any service mark or trademark of the other party; or
(ii) refer to the other party in connection with any advertising, promotion, press release or publication unless it obtains the other party's prior written
approval. Under no circumstance shall a party, as a result of this Agreement, obtain any ownership interest or other right in any patents, pending
patents applications, trade secrets, copyrights, names, trademarks, tradenames, servicemarks, logos or other intellectual property rights.
10.10 Modifications: Invaliditv: Waiver. Except as otherwise provided herein, modification or amendment to this Agreement shall not be valid
or effective unless in writing and signed by both parties hereto. The invalidity or non-enforceability of any particular provision of this
Agreement shall not affect the other provisions, which shall be valid and enforceable to the fullest extent permitted by law. No waiver of
any of the provisions of this Agreement shall be binding unless it is in writing and signed by the party granting the waiver. No waiver
shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, and no waiver shall be deemed, or shall
constitute, a continuing waiver.
10.11 Entire Aareement. This Agreement, and Company accepted Maintenance Order(s), PO's and/or other forms supplied by Company
constitute the entire understanding between the parties conceming the subject matter hereof. No prior or contemporaneous
representations, expressions, or agreements, either written or oral, or any handwritten modifications, any course of dealing, usage of
trade or course of performance under this or other agreements shall alter the terms of this Agreement.
10.12 Sianature Authorization. The parties have duly executed and agreed to be bound by this Agreement as evidenced by the signatures of
their authorized representatives below. Each party represents and warrants to the other that the signatory identified beneath its name
has full authority to exec~his Agreement on its behalf.
\k~
City of Boynton Beach
ì -<0-Öt- ÚZ I J3{ O~
Date Date
KURT BRESSNER
CITY MANAGER Betsy Baker
Typed or Printed Nar¡roVNTON BEACH. FL Typed or Printed Name
Director Contract Administration
Title Title
6VGSJO FO M: ~)rì)eÇ'
CItY AtTORNEY
SHARED TECHNOLOGIES CONFIDENTIAL
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MaintenanceAgmt.02/18/05
R05- ,\~
~FlReD
~'¡CHnDLDDleS
TM
MAINTENANCE ORDER
1. (a) Customer Premises (each a Service Location):
City of Boynton Beach
100 East Boynton Beach Blvd.
P.O. Box 310
Boynton Beach,
Florida, 33425-0310
Contact Person: John McNally I T Manager 561-742-6070
(b). Customer Billing Address (if different from above):
Street Address City State Zip
Contact Name and Title (Customer Contact) Contact Phone Contact Fax
2. Maintenance Order Term commences and remains in full force and effect through
The Maintenance Order Term shall commence on the date specified above and cover a period of one (1) year, unless a period other than one (1) year is
expressly specified above. Either party may terminate the Agreement or any Maintenance Order or portions thereof, at any time, with or without cause,
during the Term, upon not less than thirty (30) days' prior written notice to the 0 ther party, provided that Customer shall pay in full a II charges for
Maintenance Services and any other services rendered by Company through the termination date. After the expiration of the initial Maintenance Order
Term, the Maintenance Order Term may be renewed from year-to-year through the execution of a written amendment to the Agreement or this
Maintenance Order providing for such extension, which amendment will set forth the term of renewal and expiration or termination of the Agreement or
Maintenance Order.
3. EquipmenUCPE:
See Addendum "A"
Site Event Buffer (SEB) Please check one:
o Company provided SEB
[8J Customer provided SEB
o No SEB required
Additional Conditions:
4. Maintenance Service Rates and Charges: Company will invoice and Customer agrees to pay to Company the Monthly Recurring Charges
identified below per Service Location:
Total Monthly Recurring Charges $2,096.00
Total Annual Recurring Charges $25,152.00
Total Monthly and Annual Recurring Charges are subject to change based on the number of ports in service. Invoices will be issued by Company
monthly (monthly, quarterly, annually or semi-annually).
5. Hours of Service; Platinum Service Guarantee:
5.1 Maintenance Service. Company will use commercially reasonable efforts to respond to Major Failures (as hereinafter defined) within two (2)
Business Hours (as hereinafter defined) following notification by Customer Contact and within twenty-four (24) hours (excluding weekends and
Company observed holidays) of notification by Customer Contact for all other failures. Response by Company outside of Business Hours will be
billed at the hourly MAC Rates set forth in Section 6 below. "Business Hours" means the hours of service under the specific Service Plan that
Customer selects below. "Major Failure" means (i) the Equipment/CPE cannot make or receive any voice or data call; (ii) any of the attendant
consoles cannot make or receive any voice or data calls; (iii) twenty percent (20%) or more of either the trunks or stations are inoperable; (iv)
any of the T1 trunks are inoperable; or (v) any Additional Conditions specified above.
SHARED TECHNOLOGIES CONFIDENTIAL
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Maintenance Order (rev042905)
5.2 Service Plan (Please select the plan below):
D Basic - (8 hours a day/5 days a week) 8:00 A.M. to 5:00 P.M. Monday through Friday
I8J Complete - (8 hours a day/5 days a week) 8:00 A.M. to 5:00 P.M. Monday through Friday, PLUS, FOR MAJOR FAILURES ONLY
5:01 P.M. to 7:59 A.M. Monday through Friday and all day Saturday and Sunday, and Company observed Holidays·.
Timeframes are based on local time at Service Location.
·Under the Complete Plan, Company will use commercially reasonable efforts to respond to Customer Contact notifications regarding Major
Failures within the timeframes specified in Section 5.1 above.
5.3 Company observed holidays are:
(i) Company observed holidays in all states except New York and New Jersey are:
· New Year's Day Thanksgiving Day
· Memorial Day Day after Thanksgiving
· Independence Day Christmas Eve
· Labor Day Christmas Day
(ii) Company observed holidays in New Jersey are:
· New Year's Day Election Day
· Presidents Day Veterans Day
· Memorial Day Thanksgiving Day
· Independence Day Christmas Day
· Labor Day
(iii) Company observed holidays in New York are:
· New Year's Day Columbus Day
· Martin Luther King Day Election Day
· Presidents Day Thanksgiving Day
· Memorial Day Day after Thanksgiving Day
· Independence Day Christmas Day
· Labor Day
5.4 Customer Contact shall report any Equipment/CPE failures to Company immediately by calling the Shared Technologies National Response
Center at 1-800-526-7006. If Customer is a National Account (as determined by Company), Customer shall report any Equipment/CPE
failures to Company immediately by calling 1-800-267-7283.
5.5 Platinum Service Level Guarantee. If, during any month of the Maintenance Order Term identified in Section 2 of this Maintenance Order,
Customer is dissatisfied with the Maintenance Services ("Platinum Service Level Guarantee"), then Company will credit Customer for the
monthly Maintenance Services charge for such month for the affected Customer Service Location subject to the following terms and
conditions. If this Agreement covers more than one Customer Service Location, Customer is required to specify at which Customer Service
Location Company failed to meet the Platinum Service Level Guarantee and Customer will receive a credit in a n amount equal to the
monthly Maintenance Services charge for that specific Customer Service Location only. Customer may request the Platinum Service Level
Guarantee credit by stating its reasons for its dissatisfaction with the Maintenance Services in writing to Company. The Service Level
Guarantee can be requested a maximum of three (3) times per Contract Year per Maintenance Agreement. The Platinum Service Level
Guarantee is only available for the Maintenance Services provided pursuant to this Agreement.
6. Labor Rates for Moves, Adds and Changes (MAC):
6.1 In the event Customer desires to move, add or change the configuration of Customer's Equipment, Customer agrees to pay to Company
(i) charges for all materials/parts needed to accomplish the work requested, (ii) labor charges for the work required to complete the requested
move, add, or change, at Company's hourly rate as set forth below, and (iii) Company's travel charges incurred with the requested move, add,
or change, at Company's hourly rate as set forth below.
6.2 Labor Rates:
(i) For all cities other than identified in this Section 6.2(ii):
Standard Labor Rate Monday-Friday, 8:00 am-5:00 pm $85.00/hr
Overtime Labor Rate Monday-Friday, 5:01 pm-7: 59 am, All day Saturday $127.50/hr (2 hour minimum)
Overtime Labor Rate Sunday and Company Holidays $170.00/hr (4 hour minimum)
(Ii) For New York and New Jersey:
New York (and its five (5) borouç¡hs):
Standard Labor Rate Monday-Friday, 8:00 am-3: 30 pm $125.00/hr
Overtime Labor Rate Monday-Friday, 3:31 pm-7: 59 am, All day Saturday $187.50/hr (4 hour minimum)
Overtime Labor Rate Sunday and Company Holidays $187.50/hr (4 hour minimum)
New Jersey:
Standard Labor Rate Monday-Friday, 8:00 am-4: 30 pm $95.00/hr
Overtime Labor Rate Monday-Friday, 4:31 pm-7: 59 am, All day Saturday $142.50/hr (2 hour minimum)
Overtime Labor Rate Sunday and Company Holidays $190.00/hr (4 hour minimum)
SHARED TECHNOLOGIES CONFIDENTIAL
2
Maintenance Order (rev042905)
· 6.3 'Labor Rates are subject to periodic change by Company, unless otherwise specified in the Agreement. Any change in labor rates may
be delivered via invoice insert.
Materials/Parts will be billed at current list prices at the time such materials/parts are purchased.
Customer agrees to pay to Company the MAC Charges identified in this Section 6 for any MAC work performed in accordance with the
terms and conditions set forth in the Agreement.
This Maintenance Order is subject to all terms and conditions of the Maintenance Agreement, the Master Purchase and Maintenance
Agreement and/or the Master Sales and Mainten¥ Agreement in effect as of the date hereof between Company and Customer.
City of Boynton Beach Acknowledgement: ~
(Signature) ~~:
Name: ~~T~TMBA~¡15~ER .. fQI JìIÐ~
Title: RnYNTON BEACH. Fl em ATTORNEY
Date: ì-ß-O c.:
Shared Technologies Acceptance: 13~ ~h-J--' Date: (,,-¡$'ÓS'
SHARED TECHNOLOGIES CONFIDENTIAL
3
MaintenanceOrder (rev042905)
The Citv of Bovnton Beach
City Clerk's Office
100 E BOYNTON BEACH BLVD
BOYNTON BEACH FL 33435
(561) 742-6060
FAX: (561) 742-6090
e-mail: prainitoj@ci.boynton-beach.fl.us
www.boynton-beach.org
CERTIFICATION
I, JANET M. PRAINITO, CITY CLERK of the City of Boynton Beach,
Florida, do hereby certify that the attached Resolution No. R05-112
consisting of two (2) pages, is a true and correct copy as it appears in the
records of the City of Boynton Beach, Florida.
WITNESS, my hand and the corporate seal of the CITY OF BOYNTON
BEACH, FLORIDA, dated this 8th day of July, 2005.
~ Yn. ~
ET M. PRAINITO, CMC
CITY CLERK
(SEAL)
America's Gateway to the Gulfstream
:
CITY CLERK'S OFFICE
MEMORANDUM
TO: Janet Allen :
Buyer
FROM: Janet M. Prainito
City Clerk
DATE: July 8, 2005
RE: R05-112 - SHARED TECHNOLOGIES AGREEMENT
Attached for your information and use is a copy of the fully executed agreement with
Shared Technologies. Also attached is a certified copy of the Resolution, as requested
for the vendor.
I provided an additional copy for your. I have retained the original in this office for our
Central Files.
Thank you.
~m, ~
Attachments
c: Peter Wallace, Central File (w/attachment)
S:\CC\WP\AFTER COMMISSION\Departmental Transmittals\2005\Janet Allen - Shared Technologies - R05-112.doc