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HomeMy Public PortalAbout2002 Agreement For Equipment And Systems to VKB.tifVILLAGE OF KEY BISCAYNE AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this -11 day of July, 2002, by and between the VILLAGE OF KEY BISCAYNE (the " VLAGE") and INTER -TEL TECHNOLOGIES, INC., a Florida corporation, (the "CONSULTANT"). RECITALS: The VILLAGE wants to engage the CONSULTANT to perform certain professional services (the "Specified Services") and provide and install certain equipment (the "Equipment"), all as specifically described in Exhibit A to this Agreement (which Exhibit includes the Cash Purchase Package, Schedule 1, and Schedule 1A). The CONSULTANT wants to provide such Specified Services and Equipment. In consideration of the mutual covenants set forth in this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES The CONSULTANT agrees to and install the Equipment and provide the Specified Services in accordance with the terms and conditions of this Agreement. 2. FEES FOR SERVICES VILLAGE agrees that the purchase price for the Equipment and Specified Services is One Hundred Nineteen Thousand Five Hundred and Twenty and 00/100 Dollars and shall be paid in the following installments: Down Payment (30%) $35,856.00 (Due upon full execution of this Agreement) Date) Progress Payment (50%) $59,760.00 (Due on date of delivery of Equipment to premises) Final Payment (20%) $23,904.00 (Due on Cutover -1- The parties acknowledge and agree that the VILLAGE is exempt from sales tax with respect to the purchase price hereunder. The foregoing supersedes the payment schedule shown on the Cash Purchase Package attached hereto as Exhibit A. 3. TERM Unless earlier terminated pursuant to paragraph 8, upon execution of this Agreement by both parties, the CONSULTANT shall commence and diligently proceed to install the Equipment at Village Hall located at 85 West McIntyre Street, Key Biscayne, Florida 33149. The Cutover Date (as defined in Section 4.3 below) is August L5 2002. The Specified Services shall be provided during the applicable terms set forth in Exhibit A. Cite eatrz. 4..J11‘ ddtv `,sue 0 4h ?U. % 4. GENERAL TERMS AND CONDITIONS 4.1 Ownership of Equipment and Documents. Upon the receipt of the required payments by the VILLAGE to CONSULTANT, all Equipment as well as all original sketches, tracings, drawings, computations, details, design calculations, work papers and other documents and plans that result from the CONSULTANT providing the Specified Services shall be the property of the VILLAGE. Upon termination of this Agreement or upon request of the VILLAGE during the term of this Agreement, any and all such documents shall be delivered to the VILLAGE by the CONSULTANT. 4.2 Site Preparation. VILLAGE agrees to execute such documents as reasonably necessary for CONSULTANT to order services on behalf of VILLAGE from the telephone utility company and any long distance carriers, equal access carriers and specialized carriers in connection with the installation of the Equipment. CONSULTANT agrees to furnish the Equipment and all necessary hardware and labor for the installation of the Equipment and as may be necessary to create a functioning system. VILLAGE agrees to (a) furnish and install all conduit, raceway or lowsmoke cable and to create all holes and wireways through concrete, plaster, metal, floors, walls or ceiling which may be required for the installation of said Equipment; (b) provide all separate commercial AC power circuits required for the operation of the system and associated apparatus; (c) pay for all electrical current necessary for the operation of the system; and (d) provide suitable space which is environmentally controlled pursuant to the recommendation of the manufacturer of the Equipment, including, but not limited to providing a dry and dust -free environment during and subsequent to installation. CONSULTANT shall have no duty, responsibility, or obligation to make any structural alteration(s) or adjustment(s) to the premises to install the Equipment. VILLAGE shall provide CONSULTANT with reasonable access to the premises during CONSULTANT's working hours and shall furnish elevator service when necessary as well as heat, light, sanitary facilities, electrical power and protection of the Equipment from theft during installation. CONSULTANT shall be responsible for any damages persons or property caused by the acts or omissions of CONSULTANT, its employees and agents in connection with the installation of Equipment and provision of the Specified Services. -2- 4.3 Cutover Date and Acceptance. For the purpose of this Agreement, "Cutover Date" is defined as the date upon which the Equipment is installed at the premises and is capable of providing substantially the service for which the Equipment is intended. Neither party shall be liable for special, consequential or punitive damages for causes beyond its reasonable control, or unforseen circumstances causing delays in delivery or installation of the Equipment. Provided the Equipment is installed in accordance with this Agreement, VILLAGE agrees to pay the remaining balance due on the "Cutover Date." VILLAGE shall confirm the Cutover Date by executing a Delivery and Acceptance Certificate. 4.4 Warranty and Maintenance. For a period of one (1) year after the Cutover Date, CONSULTANT warrants the Equipment against defective parts and workmanship. Upon notification of a defect, CONSULTANT shall have the option to repair or replace any defective part. For a period of one (1) year, all expenses incidental to repair, maintenance or replacement under warranty, including all labor and material, shall be borne by CONSULTANT. Replacement parts shall be new and unused, and all replaced parts will become the property of CONSULTANT. Regular maintenance service (non -emergency) during the warranty period will be provided without charge to VILLAGE during normal business hours (8:00 a.m. to 5:00 p.m. Monday through Friday, except holidays). Emergency service during the warranty period (service required due to the Equipment's inability to accomplish either incoming, outgoing or internal calls) will be provided without charge to VILLAGE seven days a week and twenty-four hours a day. Maintenance service under this Agreement does not include any services after the Equipment has been serviced, repaired, moved or relocated by parties other than CONSULTANT. Maintenance service also does not include repair or service required as a result of (a) neglect, theft, misuse or accidental damage of the Equipment; (b) alternations or modifications to the Equipment performed by parties other than CONSULTANT; (c) the failure of Customer to provide and maintain a suitable installation environment at all facilities as prescribed by CONSULTANT (including, but not limited to, proper electrical power, air conditioning, or humidity control); (d) use of supplies or materials not meeting CONSULTANT specifications; (e) use of the Equipment for purposes other than those for which it was designed; (f) electrical work external to the Equipment or service connected with Equipment relocation, reconfiguration or additions; (g) cutoff of services to VILLAGE by the utility; or (h) acts of God. However, CONSULTANT will make maintenance services available in accordance with its then standard practices and price schedules. 4.5 Software License. If the Equipment provided by CONSULTANT pursuant to this Agreement contains any software, or if any software is provided hereafter, VILLAGE agrees that its interest in such software is that of a licensee and that software is to be used solely and exclusively in and with the Equipment described in this Agreement. 4.6 Training. CONSULTANT shall provide all necessary training services for VILLAGE's personnel to effect the operation of the Equipment at no additional cost to VILLAGE for a period of one (1) year after the Cutover Date. Thereafter, CONSULTANT -3- will make available to VILLAGE training services in accordance with CONSULTANT's then standard practices and price schedule. 4.7 Programming Changes. CONSULTANT shall provide all requested programming changes at no additional cost to VILLAGE for a period of thirty (30) days after the Cutover Date. Thereafter, CONSULTANT will make programming changes in accordance with CONSULTANT's then standard practices and procedures. 5. INSURANCE; INDEMNIFCATION 5.1 Insurance. The CONSULTANT shall at all times carry professional liability insurance, if applicable, worker's compensation insurance, public liability and property damage insurance, and automotive public liability and property damage insurance with minimum policy limits in the amount of ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) per occurrence. The Village shall be named as an additional insured on all of the above insurance policies. Each insurance policy shall state that it is not cancelable without written notice to the VILLAGE 30 days prior to the effective date of said cancellation. Upon execution of this Agreement, CONSUKLTANT shall provide VILLAGE with evidence of compliance with the foregoing insurance requirements. 5.2 Indemnification. CONSULTANT shall defend, indemnify, and hold harmless VILLAGE from any claim, demand, suit, loss, cost, expense, or damage which may be asserted, claimed or recovered against or from VILLAGE by reason of any property damage or bodily injury, including death, sustained by any person whomsoever, which said claim, demand, suit, loss, cost, expense or damage arises out of or is related to or in any way connected with this Agreement. The above covenant to defend, indemnify and hold harmless VILLAGE, shall include the VILLAGE, its officers, agents and employees. 6. ASSIGNMENT This Agreement shall not be assignable by the CONSULTANT. 7. PROHIBITION AGAINST CONTINGENT FEES The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 8. TERMINATION -4- This Agreement may be terminated by the VILLAGE upon ten (10) days' written notice without cause, and by either party ten (10) days' written notice with cause; provided, however, in the event that a party intends to terminate this Agreement for cause and the breaching party cures the alleged breach or violation prior to the expiration of the ten (10) day period, this Agreement shall continue in full force and effect. If the alleged breach or violation is not cured by the end of such ten (10) day period, this Agreement shall terminate and, in the case of CONSULTANT, the VILLAGE shall be relieved of all current and future payment obligations hereunder. If this Agreement is terminated by the VILLAGE without cause, the CONSULTANT shall be paid in accordance with the provisions of Exhibit A for all acceptable work performed up to the date of termination. If the Agreement is terminated for cause, the non - breaching party shall, in addition to terminating this Agreement, shall be entitled to all other remedies available at law or in equity including the right to enforce this Agreement by an action for specific performance. 9. NONEXCLUSIVE AGREEMENT The services to be provided by the CONSULTANT pursuant to this Agreement shall be nonexclusive and nothing herein shall preclude the VILLAGE from engaging other firms to perform the same or similar services for the benefit of the VILLAGE within the VILLAGE's sole and absolute discretion. 10. ENTIRE AGREEMENT The parties hereby agree that this Agreement and the Exhibit attached hereto is the entire agreement between the parties with respect to the subject matter hereof. This Agreement cannot be amended or modified without the express written consent of the parties. 11. WARRANTIES OF CONSULTANT The CONSULTANT hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and permits required under Federal, State and local laws necessary to perform the Specified Services. 12. ATTORNEYS FEES In connection with any litigation arising out of this Agreement, the VILLAGE shall be entitled to recover reasonable attorneys fees and costs at both the trail and appellate levels. 13. NOTICES All notices and communications to the VILLAGE shall be in writing and shall be deemed to have been properly given if transmitted by registered or certified mail or hand delivery. All notices and communications shall be effective upon receipt. Notices shall be addressed as -5- follows: Village: With a copy to: Consultant: 14. GOVERNING LAW; VENUE Jacqueline R. Menendez Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Richard Jay Weiss, Esq. Village Attorney Weiss Serota Helfman Pastoriza & Guedes, P.A. 2665 South Bayshore Drive Suite 420 Miami, Florida 33133 Ronald J. Levy Regional Vice President Inter -Tel Technologies, Inc. 1193 Newport Center Drive West Deerfield Beach, Florida 33441 This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any litigation arising out of this Agreement shall be in Miami -Dade County, Florida. IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement upon the terms and conditions above stated on the day and year first above written. CONSULTANT: INTER -TEL TECHNOLOGIES, INC. 1193 Newport Center Drive West Deerfield Beach, FL 33441 By: Name: Title: VILLAGE: VILLAGE OF KEY BISCAYNE 85 West McIntyre Street Key Biscayne, FL 33149 -6- ins aim INJR-TL Your Connection to the Future Cash Purchase Package For SYSTEM INVESTMENT Less Consultant Discount Revised SYSTEM INVESTMENT Component by Location • System Investment Police / Admin • System Investment Fire Station Deposit Office $ 140,250.00 Plus tax ($ 20,730.00) $ 119,520.00 Plus tax $ 85,130.00 $ 34,390.00 50% Balance Upon Completion 50% Cash Purchase Price Includes: ➢ Repair Service for One (1) Year ➢ Installation (Including all hardware and surge protectors) ➢ Cabling Excluded ➢ System Training for One (1) Year ➢ Programming Changes for First 30 Days ➢ Fire Station Office Connects to Admin / Fire Office — All dial tone is NON Blocking to F.re Station, Fire Station also uses Axxessory Talk Voice Processing System from Police / Admin Bldg Overhead Paging: Excludes Overhead Ceiling Speaker & Associated Cable Run. Overhead Paging provider coordinate with Inter -Tel Engineers on specifications. AN INII?-7L Your Connection to the Future iri. aim FIVER -TEL Your Connection to the Future SCHEDULE 1A EQUIPMENT ITEMIZATION AND SYSTEMS FEATURES FOR Fire Station System Components 1 AXXESS DIGITAL SYSTEM 1 AXXESS Remote Control Node 1 AXXESS Power Supply (9 AMP) 1 CPU -512 Slave Central Processor Circuit Card 1 AXXESS CPU -512 Software Kit 1 Modem Kit 1 Lightning Protection 1 Surge Protector 1 Overhead Paging Port 1 Fiber Optic Interface (linking Fire Station to Main Node) Programmable System Software 1 Automatic Route Selection 1 Advance Trunk Interface (DID, DNIS, T-1, and Automatic Number Identification) 1 Rolodex Directory (Outside Speed Dial, Intercom, and Feature) 1 System Level Forwarding of Call Type 1 Automatic Call Distribution Routing Software with 75 Customized Delay Announcements 1 Agent Help Software 1 Record — A — Call Software 1 System Open Architecture Interface System Cards 3 Digital Key set Station Card (16 Stations per Card) Telephones 16 Full Digital Executive 6 Line Interactive Display with Full Duplex Speakerphones 32 Full Digital Standard Display Telephones with Speakerphones 1 LAN Based Attendant Console Software (connects to customer provided computer) Additional Equipment 1 Battery Backup Uninterrupted Power Supply (2 Hours) 1 Call Center Suite Basic Reporting Package (used for both Police/Admin & Fire) • Connects to Customer Provided Server • 1 Basic Reporting Package • 2 RealViewer Monitor Packages J 1111711 ..INFR-TL Your Connection to the Future INI -1L Your Connection to the Future SCHEDULE 1 EQUIPMENT ITEMIZATION AND SYSTEMS FEATURES FOR Police & Admin Office System Components 1 AXXESS DIGITAL SYSTEM 1 AXXESS Main Control Node 1 AXXESS Expansion Node 1 AXXESS Power Supplies (9 AMP) 1 CPU -512 Master Central Processor Circuit Card 1 AXXESS CPU -512 Software Kit 1 Modem Kit 1 Lightning Protection 1 Surge Protector 1 AXXESS 6.0 Database Programming Software in Windows 1 Overhead Paging Port 1 Fiber Optic Interface (linking Fire Station to Main Node) Programmable System Software 1 Automatic Route Selection 1 Advance Trunk Interface (DID, DNIS, T-1, and Automatic Number Identification) 1 Rolodex Directory (Outside Speed Dial, Intercom, and Feature) 1 System Level Forwarding of Call Type 1 Automatic Call Distribution Routing Software with 75 Customized Delay Announcements 1 Agent Help Software 1 Record — A — CaII Software 1 System Open Architecture Interface System Cards 6 Digital Key set Station Card (16 Stations per Card) 1 Single Line Station Card (16 Stations per Card — faxes / modems) 2 T-1 Cards with Primary Rate Interface Daughter Cards (BellSouth PRI T -1's to serve both nodes Telephones 32 Full Digital Executive 6 Line Interactive Display with Full Duplex Speakerphones 44 Full Digital Standard Display Telephones with Speakerphones 1 LAN Based Attendant Console Software (connects to customer provided computer) Additional Equipment 1 A)oessory Talk NT Voice Processing System w/ E -Mail Gateway, RAID Level 1 Redundant Hard Drive, (8 Channels / 1720 Hours of Storage) 1 Battery Backup Uninterrupted Power Supply (2 Hours) romil. INfR-1L Your Connection to the Future