C "--- integrated Technology Service Agreement )
• Contract #:
This Service Agreement ("Agreement") is made as of 10/15/2022 between:
Multimedia Integrated Technology (dba Integrated Technology) 14771 Myford Road Suite B
Tustin, CA 92780
("Integrated Technology")
- and —
City of Anaheim
200 S. Anaheim Blvd.
Anaheim, CA 92805
("Customer")
1) SERVICE PLAN: Customer owns "Multiple" PBX Communications System(s), ("SYSTEM"). Customer orders from Integrated Technology the Service Plan described below and in Attachment D, Service Plan Descriptions. Integrated Technology agrees to furnish such requested service for the System. The System and its premises are described in the Customer and System Information Attachments. 7 Star Premium Plan (w/SRS and PASS) • 7 Star Plus Premium Plan (w/SRS and PASS) ▪ 6 Star Premium Plan (w/PASS) E 6 Star Plus Premium Plan (w/PASS) • 5 Star Premium Plan (w/PASS) 5 Star Plus Premium Plan (w/o PASS) 3 Star Standard Plan (w/PASS) • 3 Star Plus Standard Plan (w/PASS) 2) SERVICE FEE: Customer agrees to pay a plan service fee of $8,994.16 (SERVICE FEE) in advance on a Monthly basis for the Service Plan, plus all applicable taxes when due. CUSTOMER SHALL PROVIDE EVIDENCE OF TAX EXEMPT STATUS WHEN APPLICABLE. All charges, unless otherwise specified, are due thirty (30) days from date of invoice. Customer shall not be relieved of its payment obligations due to the failure of any third party to make timely payments. No service fee increases are permitted; this is a fixed monthly rate based on a minimum one year term. Notwithstanding the foregoing, if the Service Agreement converts to a month-to-month term as provided below, the service fee shall be $9,468.54 (the "MONTHLY TERM SERVICE FEE") per month. 3) TERM: The term of this agreement shall be for a period of (1) one year commencing on 1-01-2023 and ending on 12-31-2023 (the "Initial Term").
After the Initial Term, the contract will be automatically renewed on a month-to-month term, and Customer shall pay the increased Monthly Term Service Fee. Customer may extend the contract in 1 year increments by providing written notice to Integrated Technology within 45 days prior to the expiration of the annual or month-to-month term. All other provisions of the agreement to stay in place during the "Month to Month" period.
Customer must provide 30 days notice of cancellation to terminate the Month to Month agreement. 4) ATTACHMENTS: The following documents are attached to and made a part of this agreement:
E System Information (Attachment A) Z Service Plan Descriptions (Attachment D) El Customer Information (Attachment B) 0 Escalation Procedures (Attachment E) El Labor Rates (Attachment C) El Other
5) LIMITATIONS OF LIABILITY:
a. Integrated Technology will not be liable for physical injuries to individuals and damage to tangible, physical property (other than the System which is covered in section 5(b) of this agreement) to the extent such damage or injury is proximately caused by Integrated Technology's negligence. In no event, however. shall Integrated Technology and its suppliers or subcontractors be liable for (i) any special, incidental, exemplary, or consequential damages, (ii) commercial loss of any kind (including loss of business or profits), or (iii) any damages of any kind resulting from unauthorized use of the system, including toll fraud, whether based upon breach of warranty, breach of contract, negligence, strict liability in tort or any other legal theory, and whether Integrated Technology or its suppliers and/or subcontractors have been advised of the possibility of such damage or loss.
b. Integrated Technology shall . be liable for any physical damage it causes to the System. This liability is limited to repairing or replacing the System or components thereof and is otherwise limited as set forth in the preceding section. c. This agreement excludes all express warranties and all implied warranties, including, but not limited to, the warranties of merchantability and fitness for a particular purpose. Integrated Technology disclaims any warranty to prevent unauthorized use of the System including toll fraud. d. Subject to the limitations in section 5(a) above, Integrated Technology will be responsible only for physical injury to individuals (including death) and damage to tangible, physical property (other than the System) to the extent caused by its negligence during maintenance, and which is reported to Integrated Technology in writing within sixty (60) calendar days of the incident. Customer will release, indemnify, and hold harmless Integrated Technology, its employees, officers, and agents, as well as affiliated entities, from and against all other claims.
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6) OBLIGATIONS
a. Integrated Technology shall respond to System failures, remotely, as necessary, during the hours specified under the Service Plan chosen by the Customer. The customer may call in for assistance and questions NO more than 10 times per calendar month. The labor spent dealing with questions or assistance shall not exceed 5 man hours per calendar month or 10 incidents per calendar month. b. For the purpose of this Agreement, an "Emergency Outage" is defined as a System failure of 20% stations, 20% trunks or any attendant console deemed inoperative.
c. Service calls made beyond the scope or the hours set forth in the Service Plan for both regular and emergency service shall be performed by Integrated Technology upon Customer's request on a T&M basis. Customer agrees to pay Integrated Technology at Integrated Technology's then prevailing rates (see Attachment C), at a minimum increment of two (2) hours initially with subsequent increments of one half (1/2) hour.
Upon completion of each task, Customer's authorized representative shall sign a completed work order. A signed work order will be authorization to invoice Customer for said work and materials. d. It is "Recommended" the Customer keep software within 2 major releases of Manufacturer's most recent version. If Manufacturer provides notice of Manufacture Discontinue or End of Life to any software or hardware system, Customer must follow Manufacturer's recommended upgrade or migration path. Integrated Technology may charge for any service performed to upgrade or change the Customer's system at its then current labor rates. If Customer does not follow Manufacturer's recommended upgrade or migration path and as a result Integrated Technology must support an unsupported System, Integrated Technology will charge Customer at its then current labor rates for any work related to the service and support of such System from the Manufacturer. e. Customer is responsible for establishing and identifying a service coordinator, responsible for assisting in problem determination and stocking required spare components (phones, line cords, etc.). Customer is also responsible for providing a VPN connection in the event VMPRO, CCR, Call Recording, Manager or VOIP Applications are deployed. Any on site services provided due to the absence of VPN access will be billed on a T&M basis.
7) SERVICE FEE ADJUSTMENTS Moves, additions, or changes that adjust the station or port count as well as upgrades and new peripheral devices ("Modifications") will modify the Service Fee. At any time after any applicable warranty expires for such Modifications, Integrated Technology may include such Modifications under the Service Plan for an additional charge at Integrated Technology's prevailing rates, except that Integrated Technology will include Modifications performed by a party other than Integrated Technology only if Customer's modified System is certified at Customer's expense to be in accordance with manufacturer's standards for service and maintenance. 8) ACCESS
a. Customer agrees to permit and arrange full access to the Premises necessary for Integrated Technology's employees to perform the services set forth in this Agreement and will make available a reasonable amount of secure space for storage by Integrated Technology for repair parts as necessary.
b. Customer represents and warrants that Customer's Premises and conditions to be encountered by Integrated Technology at Customer's Premises and in areas where work is to be performed shall (i) be in compliance with all applicable federal, state, and local laws, rules, and regulations, (ii) be safe and non-hazardous, (iii) not contain, present, or expose Integrated Technology representatives to hazardous materials or hazardous substances. In the event of breach of the foregoing, Integrated Technology may immediately suspend work until Customer has promptly corrected such condition(s) at Customer's expense. Customer shall indemnify Integrated Technology for any breach of the representations, warranties, or covenants contained in this subsection. integrated Technology makes no representations as to the presence of asbestos or hazardous materials.
9) EXCLUSIONS
a. This is a remote service agreement therefor no warranties, hardware or software coverage is implied. All tickets will be handled on a best effort basis only.
10) DEFAULT/CANCELLATION If Customer (i) fails to pay the amounts due under this Agreement or any other agreement with Integrated Technology, or (ii) breaches this Agreement, Integrated Technology may, in addition to all other remedies available to it at law or in equity, suspend its service obligations, and terminate this Agreement or furnish service on a time and materials basis, C.O.D. In the event of Integrated Technology's material non-performance of this Agreement, Customer may cancel this Agreement and receive a refund for the unused portion of the Service Fee, which shall be Customer's exclusive remedy. Customer may cancel this Agreement if it is on a month-to-month term by providing 30 days written notice, as provided in paragraph 3 above. Customer shall pay the full Monthly Term Service Fee for any partial month.
As an example only, if Customer cancels the agreement on January 20, with the termination effective February 20, Customer shall be obligated to pay the Monthly Term Service Fee for the entire month of February. 11) FORCE MAJEURE Integrated Technology's performance shall be adjusted or suspended by Integrated Technology to the extent performance is beyond Integrated Technology's reasonable control for reasons including, without limitation, the following: strikes, work stoppages, fire, water, flood, lightning, governmental action, acts of God or public enemy, delays of suppliers, subcontractors, power company, local exchange company, or other carrier.
12) CONFIDENTIALITY Each party acknowledges that in the course of performing this Agreement, it may learn confidential business, trade secret, proprietary or other like information concerning the other party or third parties to whom the other party has an obligation or confidentiality'. Each party agrees that it will use such information only as may be necessary in the course of performing duties, receiving services or exercising rights under this Agreement, that it will not disclose such information orally or in writing to any third party without either prior written consent of the other party or as required by law or court order, and that it will take at least such precautions to protect the other party's confidential and proprietary information as it takes to protect its own. The parties further agree that they will comply with all applicable laws and regulations pertaining to the treatment of nonpublic, personal information obtained under this Agreement.
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13) MISCELLANEOUS
a. If Customer issues a purchase order for its own internal purposes, Customer agrees that only the terms and conditions of this Agreement apply, and agrees to refer to this Agreement as the governing document on the face of such purchase order. Conflicting terms on a Customer's purchase order or similar document used to order a System, or portions thereof, are null and void; b. This Agreement is not assignable by Customer without prior consent of Integrated Technology. Any attempt to assign any of the rights, duties or obligations under this Agreement without such consent will, at Integrated Technology's option, be deemed void or a material default or accepted in Integrated Technology's sole discretion:
C. The waiver by either party of any default will not operate as a waiver of any of any subsequent default; d. The installation and technical personnel providing services to Customer are the employees of Integrated Technology. Integrated Technology expends a substantial amount of time, money and resources on the hiring and training of its employees whereby Integrated Technology is able to provide installation and technical service. Customer derives the benefit of Integrated Technology's experience in providing such installation and technical services and of such hiring and training. Customer realizes the time and expense Integrated Technology incurs in obtaining personnel and Customer, therefore, agrees not to make any attempts to employ and/or actually employ any such installation or technical personnel directly within one year of the employee providing services to the City of Anaheim; e. This Agreement supersedes all prior or contemporaneous proposals, communications and negotiations, both oral and written, and constitutes the entire agreement between Integrated Technology and Customer with respect to the service of the System. Any representations, warranties, or statements made by an employee, salesperson or agent of Integrated Technology and not expressed in this Agreement are not binding upon Integrated Technology;
f. If any court holds any portion of this Agreement unenforceable, the remaining language shall not be affected; g. Any modification must be in writing and executed by an authorized representative of the party against whom enforcement is sought:
11.No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has accrues;
i. This Agreement is deemed made and GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA except for its rules regarding the conflict of laws;
j. In the event of any conflict between the terms and conditions of this Agreement, Integrated Technology's form Attachments, and any other attachment including Customer's request for proposal or similar document, this Agreement, including the form attachments, shall control over any other attachment
14) EXECUTION
a. This agreement includes the additional provisions stated on the reverse side and those in any attachment. This Agreement binds Customer to pay the Service Fee when it is signed by Customer and binds Integrated Technology when it is signed by Integrated Technology and delivered to Customer.
b. This Agreement allocates the risks of the System's operation between Integrated Technology and the Customer. This allocation is recognized by both parties and is reflected in the Service Fees contained in this Agreement. The Customer acknowledges that it has read this Agreement, understands it, and is bound by its terms.
INTEGRATED TEC - OLOG CI:STONIER: CITY OF ANAHEIM
(Please sign)
BY: STEPHEN MILLER
TITLE: PRESIDENT
DATE: /77/V)-(2---
(Please sign)
BY:
TITLE:
DATE:
. APPROVED AS TO FORM:
BY U.4# 4t4P._. ; E
ANAHEIM CITY ATTO"jE
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AT1ACHMENT A: SYSTEM INFORMATION
Equipment and Locations:
City Hall Option 81C /1000M-MG, CallPilot
Police Department Option 61C /1000M-SG, CallPilot
Vermont Facilities Option 51
Police Dept Anaheim Hills Opt 11C
Police Dept South Station Opt 11C
Family Justice Center CS1000E
West Anaheim Youth Center CS1000E
Haskett Library BCM 50e
Fire Station #11 BCM50
Helicopter Operations BCM 50
Carnegie SRG50
Muzeo SRG50
Garden Walk SRG50
North Court BCM200
Lewis/Lenain Optl 1C/Remote Carrier
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ATTACHMENT B: CUSTOMER INFORMATION
A. CUSTOMER SYSTEM ADDRESS, ("PREMISES"):
BUSINESS NAME
ADDRESS
CITY, STATE, ZIP
CONTACT
TELEPHONE
CELL
E-MAIL
City of Anaheim
200S. Anaheim Blvd
Anaheim, CA 92805
Ed Jin
714-765-5076
Elinganaheim.net
B. AFTER-HOURS EMERGENCY CONTACT PERSON:
CONTACT
TELEPHONE
C. CUSTOMER BILLING ADDRESS
X SAME AS PREMISES
DIFFERENT BILLING ADDRESS
If this box is selected, please provide the fbllowing information:
CUSTOMER NAME
ADDRESS
CITY, STATE, ZIP
CONTACT
TELEPHONE
D. REMOTE ACCESS INFORMATION
VPN Info:
IP or DNS Address
User Name
Password
IP Office Login Info:
User Name
Password
VMPRO Info
IP Address
Server OS Login
Server OS Password
On File
Default
On File
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ATTACHMENT C: LABOR RATES
Integrated Technology Contract Labor Rates *
Standard TDM Voice
Applications (CallPilot, Symposium, etc)
Data/Converged (IP Telephony, routers, switches,
IVR Development and Maintenance
$105 per hour
$125 per hour
etc) $140 per hour
$240 per hour
Overtime rates apply outside of normal business hours.
After Hours (5pm to 9pm), Saturdays
Holidays, Sundays, Weekdays from 9pm to 8am
1.5X base rate
2X base rate
Work performed outside the scope of the maintenance contract will be billed at the above rates, 2-hour minimum, and subsequent 'A hour increments.
Billable examples include:
Non-billable examples include:
Onsite moves, adds, changes
Upgrades
Installation of new hardware and/or software
Repairing down system or component **
Periodic preventative maintenance **
Remote moves, adds, changes up to 4 hours per montha
No Additional Charge
* Labor rates ,fixed for first year, but are subject to change with 30 days notice after the first 12 months. ** Excludes BCM/Norstar IP Office Support Plan
*** Excludes Customer Provided Servers/Hardware and Software, Issues related to Server 0/S, Virus Issues Integrated Technology Service Agreement Page 6 of 8 Initialed by: IT
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ATTACHMENT D: SERVICE PLAN DESCRIPTIONS
Integrated Technology — Enhanced Maintenance Services (EMS) 5 Star Premium Plan
• Emergency Response calls — 2 hour on-site response time, 24x7x365 including IT holidays, for City Hall and Police Department • 4-1-lour on-site response for emergency events 8x5 M-F excluding vendor holidays for all systems other than City Hall and Police Dept • Emergency events can be determined by the City but are broadly defined as follows: 20% of station trunks inoperative. any Ti outage, any outage that directly affects key stakeholders like senior executives or emergency operations personnel, any console failure, or CallPilot system failure.
• Routine Service calls — next business day, M-F, 8am — 5pm excluding 1T holidays • Provide 7x24x365 system monitoring via SEB (site event buffer), including monitoring connectivity to the Local Exchange Carrier. • If City requests, add specific users to IRIS email notification distribution list. • Vendor will keep in stock at their Case Street site in the City of Orange, at least one critical and/or major component part, so that a failed component can be replaced within 2-4 hours of failure.
• Provide full replacement of all failing hardware and software at no cost to City (excluding all station sets). • Replacement components will either be either new, or certified refurbished, be of equal or newer model/generation, have a one-year warranty, and will become the property of the City of Anaheim. • If any service affects any users or requires system downtime, it must be coordinated with the City and be done so causing the least impact on City users.
• Install/apply any and all patches and software/firmware updates (not major software version upgrades) within one month of their release, or immediately, if users are being or can be negatively affected. • Do any preventative maintenance necessary to ensure the systems maximum up time is achieved. • Create backups of all systems e.g. PBX, CallPilot, etc., at least monthly that can be stored off-site by the City. • Review systems history filed for any bug and/or error codes and correct them at least monthly. • Test any parts of the systems that are not monitored by SEB, or other monitoring systems. • Clean all filters quarterly.
• Maintain an up-to-date on-site checklist of maintenance work done. • Provide detailed service request for each service event. • Labor rated for services not listed will be billed at a most favored discount rate. • Provider will not disclose any information about the City's systems to any third party. • 20 hours per month of routine moves, adds, changes (MAC) • Vendor will invoice monthly for the cost of these services, which shall be $8,994.16 per month. • 45 minute system access response after either a call from the City or after SEB generated notification of major alarm. • Technicians are experienced and certified to work on the equipment they service. • Vendor is Nortel/Avaya Authorized
• Issued for Telephone System Maintenance at (15) fifteen City Sites Integrated Technology Service Agreement Page 7 of 8 Initialed by: IT V091709 Customer
ATTACHMENT E: ESCALATION PROCEDURES
Integrated Technology
24 Hour Service Line (Emergency and Routine)
888-828-4555
All calls for service (emergency and routine), support, or any technical issues should be made to the above number, 24 hours a day, 7 days a week. Routine Service Orders may also be opened and tracked on our Customer Service Portal at: www.support-integrated.com . Calls will be responded to based on the Service Plan selected in this agreement.
Please have your contract number ready when you call. Contract # Integrated Technology's Technical Assistance Center is staffed and capable to assist with any type of customer issue. Excellent customer service is our priority. If your response time exceeds that defined in the Service Plan selected or an issue needs to be escalated, please contact:
Salvador Cerecedes Office 714-919-3443
Sr. Nortel Support Manager Cell Phone 714-231-1836
sal(&,integratedtechnologv.com
Please direct all calls to 888-828-4555 unless escalation is required.
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