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Res 1520 - Agmt TSI PBX Phone S COUNCIL BILL NO. 1940 RESOLUTION NO. 1520 A RESOLUTION ENTERING INTO A PURCHASE AGREEMENT WITH TSI AMERICAN TELEPHONE TECHNOLOGY, INC. TO PROVIDE A DIGITAL PBX TELEPHONE SYSTEM FOR THE CITY OF WOODBURN AND AUTHORIZING THE MAYOR TO SIGN SAID AGREEMENT. WHEREAS, The existing city PBX phone system is obsolete and no longer is guaranteed parts availability by its manufacturer; and WHEREAS, The city requested proposals to provide a digital PBX telephone system with integrated voice mail, and WHEREAS, TSI American Telephone Technology, Inc. submitted a proposal which was accepted by the City Council to provide said digital telephone system; NOW THEREFORE THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into a purchase agreement with TSI American Telephone Technology, Inc. to provide and install a digital PBX phone system. Section 2. That the mayor is authorized to execute, on behalf of the city, said purchase agreement which is affixed hereto as Attachment 11 A" and by this reference incorporated herein. Approved as to form~7/'rra- ~ / 1- I ~ -1 D City Attorney Date Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: /Y1~~~:>t ~ry nnant, Recorder City of Woodburn, Oregon APPROVED: '1:~ /l ~~=-7 Nancy A. K' sey, Mayor / November 23. 1998 / I November 25, 1998 November 25, 1998 November 25, 1998 Page 1 COUNCIL BILL NO. 1940 RESOLUTION NO. 1520 ..,."- '-'.-Y-._._-_._'~."'---"--"" + ~". AGREEMENT ATTACHMENT -1l- Page --L of 10 This Agreement is made and entered into between American Telephone Technology, Inc., a Minnesota corporation registered to do business in Oregon (hereinafter TSI) and the City of Woodburn, an Oregon municipal corporation (hereinafter the City), for the proposed installation of an NEC digital telephone system upgrade and an A VT voice processing system. TASKS TSI shall provide and install the equipment outlined on the attached SCHEDULE A - List of NEC Equipment. This equipment will provide for the physical installation ofNEC NEAX 2400 and digital remote units and A VT equipment and services by TSI, as requested in the associated Request For Proposal (the RFP) issued by Pacific Netcom and as responded to in the written proposal submitted by TSI (the Response). All provisions and covenants contained in the RFP and the response are hereby specifically incorporated by reference and shall become a part of this Agreement as if fully set forth herein. TSI shall provide and install the maintenance administration terminal (MAT) which is required to program and complete ongoing PBX maintenance. TSI shall provide, activate, and test the MCI (message center interface) port which will provide a two-way RS232 data connection between the PBX and the A VT voice processing system. This link will be utilized to instruct the PBX to light and extinguish message waiting lights as well as to allow the two devices to "speak" to each other while processing and forwarding incoming calls. TSI shall provide, activate, and test the SMDS (station message detail system) port which will provide an RS232 data connection between the PBX and the Ultimate for Windows accounting system. TSI shall write, program, and test the new databases. During this task, TSI will welcome the City and Pacific Netcom's assistance and allow for the complete evaluation ofDTERM key assignments, pick-up groups, hunt groups, speed dial numbers, and other related station parameters. TSI shall provide and install the 80 volt message waiting power supply which is required to light message waiting lights on properly equipped analog telephones. TSI shall install the PBX supported upgrade telephones onto existing cable plant and shall provide NEAX dialtone to the existing modems and FAX machines currently being served by the existing system. TSI shall provide and install the switch tails between the PBX and the new MDF. TSI shall Page 1 - Agreement ~._' ~"~ ,---y---~._----_.'-~- , install the jumpers between the MDF and the existing cable plant. ATTACHMENT it Page...k.- of TSI shall run tie feed cable in the Aquatic Center from first to second floor locations. TSI shall utilize existing cable plant to activate the new telephone instruments providing there is one pair available for each DTERM and one pair available for each analog device. Should the existing cable plant be unable to provide the required continuity, TSI shall install new cable in accordance with the current prevailing rate for the requested service. TSI shall work with the City and Pacific Netcom to formulate an acceptable training, pre-, and post-cut implementation schedule of events. WARRANTY The warranty on all equipment installed by TSI shall begin on the date of cut-over and extend one year from the date of cut-over. TSI warrants that: A. At the time of cut-over, TSI will have title to each item of equipment, free and clear of all liens and encumbrances, and will have the right to sell it to the City; B. TSI has the unencumbered right to license any affiliated software to the City; C. The City's use and possession of each item of equipment will not be interrupted or otherwise disturbed by any person or entity asserting a claim through TS; D. No infringement of any patent, copyright, trade secret, or other proprietary right has occurred or will occur on account of the City's use of the equipment or any affiliated software; E. During the warranty period, each item of equipment will be free from defects in materials and workmanship that affect or may affect its proper functioning; F. With respect to each item of equipment of which TSI is not manufacturer, TSI has the right to assign and does hereby assign to the City any manufacturer's warranties, in addition to the one year warrant ofTSI provided by this section; G. During the warranty period, each item of equipment and any affiliated software will function in accordance with any related documentation and all specifications or other information published by TSI or the manufacturer; H. Each item of equipment when delivered shall be new, shall qualify for maintenance by the manufacturer, shall be the latest model and version, and shall incorporate all then-current engineering changes required by the manufacturer. Page 2 - Agreement ...' ...-.'T'" 'or STANDARD OF CARE ATTACHMENT-&.- Pag.~ of In In the performance of all services under this Agreement, TSI shall use that degree of care and skill ordinarily exercised under similar circumstances by reputable members of its profession prcticing in the State of Oregon. TSI shall reperform any services not meeting this standard without additional compensation. TSI's reperformance of any services, even if done at the City's request, shall not be considered as a limitation or waiver by the City of any other remedies or claims it may have arising out ofTSI's failure to perform in accordance with the applicable standard of care or this Agreement. RISK OF LOSS PRIOR TO CUT-OVER During the period on-order equipment is in transit or in possession of the City, up to and including the date of cut-over, TSI and its insurers relieve the City of responsibility for all risk of loss of, or damage to, the equipment. Thereafter all risk ofloss of, or damage to, such equipment shall be on the City, except as described in the warranties provided by this Agreement. ASSUMPTIONS TSI shall provide all labor, expertise, and the equipment and material outlined in this Agreement, the RFP and the Response in order to complete the tasks specified. TSI will not complete any civil or structural construction tasks (including core drilling), and will be provided with a switchroom that will meet industry standards with respect to power, lighting, temperature, humidity, floor space, etc. The City and/or Pacific Netcom will provide TSI access to an on-site employee (or group of employees) who will interface with TSI's project manager. This person will be involved with the installation and should be able to provide us with database and other information and access allowing us to properly install the equipment. PRICING The City shall pay TSI the following for performance of all tasks specified herein: PBX Installation A VT Installation Options TOTAL PURCHASE PRICE $116,941.00 $ 11,415.00 $ 3,248.00 $131,60-1.00 Page 3 - Agreement 1'''''''"" .."-------.."".__.._.,,-<~,.~-..'*"^""'----...-._'-...-~.,._- i' PAYMENT SCHEDULE ATTACHMENT-CL- Page.-:i:.- of 1 n 40% down upon execution of this Agreement; 40% upon TSI's delivery of the equipment and start of work (pre-cut over); and 20% within 30 days of cut over. The City agrees to release the final 20% progress payment to TSI within thirty (30) days of successful cut over. Should the City elect to hold or prorate the final payment due to identifiable outstanding items, the City will instead submit to TSI a list of specific items which need to be addressed and resolved. The City agrees to release the final payment to TSI upon TSI's repair or satisfactory explanation of the specific items. CONTRACT TIME The work shall commence upon execution of the Agreement and shall be completed by February 15, 1999. TSI shall not be liable for any delay or nonperformance caused by an act of God, strikes, unavailability of materials, or any other contingency beyond TSI's control. GENERAL TERMS AND CONDmONS TSI acknowledges responsibility for liability arising out of the negligent performance of this Agreement and shall hold the City, its officers, agents, and employees harmless from, defend and indemnify the same of any and all liability, settlements, loss, costs and expenses in connection with any action, suit, or claim resulting from TSI's negligent acts, or omissions, provided pursuant to this Agreement or from TSI's failure to perform its responsibilities as set forth in the Agreement. In no event shall TSI be liable for indirect, incidental, or consequential damages (including lost profits) sustained or incurred in connection with services to be performed or not performed, or in conjunction with products furnished, regardless of the form of action, and whether or not foreseen or unforeseen. TSI shall not be liable in any way for delay, failure in performance, loss or damage due to any of the following force majeure conditions: fire, strike, embargo, explosion, power failure, flood, war, water, storms, labor disputes, civil disturbances, government requirement, civil or military authority, acts of God and public enemy, inability to secure parts or materials (due to force majeure condition), shortages of transportation facilities, acts or omissions oflocal or long distance telephone companies, severe adverse travel conditions, or other conditions and causes beyond its reasonable control whether or not similar to the foregoing. All work in its original form, including but not limited to documents, as built drawings, tracings, records, mylars, papers, computer programs, diaries and photographs, performed or produced by TSI under this Agreement shall be the exclusive property of the City and shall be delivers to the Page 4 - Agreement .".~- ~--~'~,._."...........='''~-------~--- '... City prior to final payment. ATTACHMENT ...A..- Page......5... of . I () TSI shall obtain, at TSI's expense, and keep in effect during the term of this Agreement, commercial general liability insurance covering bodily injury and property damage. Combined single limit per occurrence shall not be less than $1,000,000, or the equivalent. The liability insurance coverage required for performance of this Agreement shall include the City, as an additional insured but only with respect to TSI's activities to be performed under this Agreement. Unless expressly authorized by the Agreement, TSI shall neither subcontract with others for any of the work prescribed herein, nor assign any ofTSI's rights acquired hereunder without obtaining prior written approval from the City. This Agreement may be terminated for convenience by either party with 10 days' written notice, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction of such nonperformance within 5 days of written notice and diligently complete the correction thereafter. TSI is a subject employer under the Oregon Workers' Compensation Law and shall comply with ORS 656.017, which requires workers' compensation coverage for all of their workers. TSI shall pay when due all sums, including sums withheld from TSI's employees pay, which TSI has agreed to pay to health care providers for treatment rendered to TSI's employees. No person employed pursuant to this Agreement shall be employed for more than eight hours in anyone day, or 40 hours in anyone week, except in cases of necessity, emergency, or where the public policy, as determined by the City, absolutely requires it. Employees shall be compensated at the rate of time and a half for all overtime worked in excess of 40 hours in one week, except for individuals who are excluded from receiving overtime under ORS 653.010 to 653.261 or under 29 U.S.C. Sec. 201-209. TSI shall make payment when due to all persons supplying labor or material for the prosecution of work performed under this Agreement. TSI shall not permit any lien or claim to be filed or prosecuted against the City on account of labor or material furnished pursuant to this Agreement. If TSI fails, neglects or refuses to make payment when due of any claim for labor or services furnished to TSI or a subcontractor for work performed pursuant to this Agreement, the City may pay such claim and charge the amount of the payment against funds owed by the City to TSI. TSI shall pay to the Oregon Department of Revenue all sums withheld from employees pursuant to ORS 316.617. Page 5 - Agreement ..,. ..-..".......... ..-....-. .~... ........_._-._..__...........__._._.~._..__. T'" ATTACHMENT~A - -~- Page -ilL. of::::JJ:I::::::. To the maximum extent economically feasible, TSI shall use recycled paper in performing this Agreement. No person shall be denied or subjected to discrimination in receipt of the benefits of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, marital status, age, disability or national origin. Any violation of this provision shall be grounds for cancellation, termination or suspension of the Agreement in whole or in part by the City. The law of the state of Oregon shall govern the validity of this Agreement, its interpretation and performance, and any other claims related to it. TSI shall adhere to all applicable federal and state laws, including but not limited to laws, rules, regulations, and policies concerning employer and employee relationships, workers' compensation, and minimum and prevailing wage requirements. Any certificates, licenses or permits which TSI is required by law to obtain or maintain in order to perform work shall be obtained and maintained throughout the term of this Agreement. Notwithstanding any acceptance or payments, the City shall not be precluded or estopped from recovering from TSI, or its insurer or surety, such damages as may be sustained by reason of TSI's failure to comply with the terms of this Agreement. A waiver by the City of any breach by TSI shall not be deemed to be a waiver of any subsequent breach by TSI. In the event a suit or action is instituted to enforce any right guaranteed pursuant to this Agreement, the prevailing party shall be entitled to, in addition to the statutory costs and disbursements, a reasonable attorneys fee to be fixed by trial and appellate courts respectively. If any of the provisions contained in this Agreement are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. This Agreement, including the RFP and Response, constitutes the entire Agreement, supersedes all prior written or oral understandings, and may be changed only by a written amendment executed by both parties. IMPLEMENTATION SCHEDULE Upon TSI's receipt of an executed Agreement and deposit check it will process the order and schedule it's resources for the completion of the tasks specified. It is the policy ofNEC and A VT to ship all equipment configured as provided for herein within 30 days upon receipt of order. Therefore, TSI anticipates receiving the equipment no later than forty (40) days following Agreement acceptance. Page 6 - Agreement ~._'-,.. _._",-,..."~,~._~--_.~"".,~..,-"._..~.._. .". _ T ,... ,"~~ ATTACHMENT .-d- Page ...:L. of J n Upon TSI's receipt of the equipment, it will begin the physical installation. TSI will assemble and activate the equipment at it's office in Redmond, OR. TSI will activate the NEC and A VT platforms and test the operation of the equipment. TSI will receive the site specific data from the City and Pacific Netcom. TSI will analyze this data and create new programs for the individual platforms. Prior to programming and if requested, TSI will submit to and allow the City and/or Pacific Netcom to analyze areas ofthe database. These areas would include items such as: DTERM key assignments, hunt groups, pick-up groups, speed dial numbers, other related station parameters, and the complete voice processing application. Following database acceptance, TSI will input the data into the CPU and memory circuit cards. TSI will thoroughly test the hardware and software in our lab prior to delivering the equipment to the City. TSI anticipates completing the project within 60 days of receiving an executed Agreement. Upon our receipt of the equipment TSI will negotiate with the City a mutually acceptable cut over date. In the weeks and days leading up to the cut over and in keeping the best interests of both the City and TSI in mind, TSI will work closely with the City to fine tune the events leading up to the cut over. If desired and requested by the City, TSI will participate in project progress meetings. TSI anticipates turning-down the existing equipment on a Friday evening (actual date to be determined as noted above) and beginning the transformation to the new equipment. Because the new platforms will have been previously programmed and tested, the potential liability and total downtime will be minimal. The transformation is comprised offour primary areas: A. Existing Equipment turn-down: The removal of power and physical disconnection of the existing equipment; B. New Equipment Connection: The interconnection of the new equipment to the existing telco lines and cable plant. The installation of the new telephones onto the existing cable plant. C. Post-Cut Testing: The testing of the new on-site equipment, telephone instruments, central office telephone lines, and other peripheral applications; and D. Post-Cut On-Site Support: The physical presence ofTSI technicians during the post-cut period during which time the City begins using the new platforms. Following cut over activation, TSI will remain on-site to complete post-cut testing to the satisfaction of both itself, the City and Pacific Netcom. Page 7 - Agreement T'.. ~_~_~__''''''<~~__''''''''________M._ ~ '''' ^ffAfjJ;lMINT. A . Page.1L- 6f - In TSI technicians and management who have been directly involved in the installation and cut over will be on-site throughout the first days of service to make any post-cut modifications. IN SUMMATION TSI understands the unique circumstances surrounding the upgrade installation of this equipment and acknowledges the fact the City must maintain quality telecommunications contact with its clients, vendors, suppliers, and the general public. We at TSI firmly believe our staff, experience, and commitment to the NEC and A VT product lines make us far and away the most qualified vendor distributing, installing, and maintaining these products in the Pacific Northwest. We hope we have presented this information to the City in a format allowing us to be fairly and accurately measured against our competition. Thank you for your consideration, we look forward to earning your business. AGREEMENT ACCEPTANCE As evidenced by signatures below, this Agreement (including the attached Schedule) is accepted by the City and TSI. No changes may be made to this Agreement unless initialed by both the City and TSI. In no case will TSI be obligated to activate or cut over the system without having received 80% progress monies as specified herein. ACCEPTED AND AGREED TO BY: THE CITY OF WOODBURN By: Nancy A. Kirksey, Mayor Date: TSI, a division of AMERICAN TELEPHONE TECHNOLOGY, INC. By: Title: Date: Page 8 - Agreement T' .--"T~.' ............ ,-.--.."'- .....,-.. . ..- .~ ......~_.... ,.-.-....-. , . ,.. CITY OF WOODBURN ATTACH4'ENTL-. Page of 10 SCHEDULE A LIST OF EQUIPMENT (Proposed) Due to the way the manufacture discounts are awarded it is difficult to provide individual piece part pricing for each and every item associated with the bid. Please see the attached Pre-Post -Cutover Pricing in appendix A pricing summary which provides pricing on common items. TSI welcomes the opportunity to provide additional itemized information upon request. 1 EACH NEC NEAX 2400 BSC SYSTEM PKG A; I EACH NEC NEAX 2400 16COTBE TRUNK CIRCUIT CARD; 3 EACH NEC NEAX 2400 8TL TR DIDrrIE LINE TRUNK CIRCUIT CARDS; 3 EACH NEC NEAX 2400 16LCBJ ANALOG ST A nON CIRCUIT CARDS; 4 EACH NEC NEAX 2400 16ELCJB DTERM STATION CIRCUIT CARDS; 4 EACH NEC NEAX 2400 SERIES III DRU UNITS; 4 EACH NEC NEAX 2400 DAIJD 24 DLI DRU CIRCUIT CARDS; I EACH NEC NEAX 2400 ICS COMMAND MANUAL; I EACH NEC NEAX 2400 ICS DATA FEATURES & SPEC MANUAL; I EACH NEC NEAX 2400 IMX CONFIGURA nON GUIDE; I EACH NEC NEAX 2400 IMX INSTALLATION MANUAL; I EACH NEC NEAX 2400 IMX CIRCUIT CARD MANUAL; 1 EACH NEC NEAX 2400 IMX OFFICE DESIGN MANUAL; 1 EACH NEC NEAX 2400 IMX FEATURE PROGRAMMING MANUAL; 1 EACH NEC NEAX 2400 IMX OPS AND MAINTENANCE MANUAL; I EACH NEC NEAX 2400 IMX BUSINESS FEATURE MANUAL; 2 EACH NEC NEAX 2400 ODT CABLE KITS; I EACH NEC NEAX 2400 PIMUA CIRCUIT CARD SHELF; I EACH NEC NEAX 2400 CPRP A PROCESSOR SHELF; 2 EACH NEC NEAX 2400 8RSTK CIRCUIT CARDS; I EACH NEC NEAX 2400 TSW CIRCUIT CARD; I EACH NEC NEAX 2400 PC36 CIRCUIT CARD; 1 EACH NEC NEAX 2400 1027 CIRCUIT CARD; 1 EACH NEC NEAX 2400 PW55A CIRCUIT CARD; I EACH NEC NEAX 2400 REAR COVER A; I EACH NEC NEAX 2400 EARTH PLATE A; I EACH NEC NEAX 2400 FRONT COVER NA; 2 EACH NEC NEAX 2400 SIDE COVER NA'S; I EACH NEC NEAX 2400 16PH EXALM CABLE KIT; I EACH NEC NEAX 2400 68PH 2 PORT 10 CABLE KIT; I EACH NEC NEAX 2400 IF CAU B CABLE KIT; I EACH NEC NEAX 2400 IF CAU F CABLE KIT; I EACH NEC NEAX 2400 TSW CA 90 CABLE KIT; I EACH NEC NEAX 2400 7300 SOFTWARE PACKAGE; 1 EACH NEC NEAX 2400 CONFIGURATION FD 7310-768; ~..... '_~"'MC.'''C>'''''''_''''''''~''_''_''''_',"_'''''''_''''''''''''''''~_''''''.,,-;'"'t"~ ,... ( , 1 4 4 3 1 I I 73 27 8 I II 1 8 8 1 1 2 4 6 1 4 I 1 1 1 1 I 2 2 1 1 I I I v (.-J -.- .,~._... ATTAC~J4I!NT. -~ EACH NEC NEAX 2400 l6LCBE CIRCUIT CARD; Page 3f:Z:::: EACH NEC NEAX 2400 DRU BATTERY CABLES; EACH NEC NEAX 2400 DRU BA TIERIES; EACH NEC NEAX 2400 RS232 TIY CABLE I CABLES; EACH NEC NEAX 2400 RS232 TIYP CABLE 3 CABLE; EACH NEC NEAX 2400 CFTBD CIRCUIT CARD; EACH NEC NEAX 2400 MAT COMMAND PROGRAM; EACH NEC NEAX 2400 DTP 8D I BK TELEPHONES; EACH NEC NEAX 2400 DTP 16D I BK TELEPHONES; EACH NEC NEAX 2400 DTP 32D I BK TELEPHONES; EACH NEC NEAX 2400 MESSAGE WAITING POWER SUPPLY; EACH NEC NEAX 2400 DTERM USER GUIDE KITS; EACH NEC NEAX 2400 ETW 4R 1 BK CORDLESS TELEPHONE; EACH NEC NEAX 2400 APR U ADAPTERS; EACH NEC NEAX 2400 ACA U ADAPTERS; EACH NEC NEAX 2400 FACTORY ASSEMBLY AND TESTING; EACH LAMARCHE RECTIFIER/CHARGER; EACH KENTROX V.35 CSUIDSU'S; EACH KENTROX T-l NETWORK CABLES; EACH FIBER MODEMS; EACH BPS BACK-UP BATIERY SYSTEM; EACH UPS SYSTEMS (DRU EQUIPMENT); EACH UPS SYSTEM (MAT, VOICE MAIL, MODEM); EACH A VT PHONEXPRESS 8 PORT SOFTWARE LICENSE; EACH A VT PHONEXPRESS 8 PORT HARDWARE PLATFORM; EACH A VT PHONEXPRESS NEC INTEGRATION SOFTWARE MODULE; EACH A VT PHONEXPRESS VOICE MAIL SOFTWARE MODULE; EACH A VT PHONEXPRESS AUTOMATED ATIENDANT SOFTWARE MODULE; EACH A VT PHONEXPRESS FOUR PORT ANALOG CIRCUIT CARDS; EACH RMA T MODEMS (NEAX 2400 AND A VT); EACH PC PLATFORM WITH PRINTER (MAT TERMINAL); EACH MDF AND MISCELLANEOUS INSTALLATION MATERIAL; AND EACH TSI INSTALLATION, TRAINING, CUTOVER AND WARRANTY. ULTIMATE FOR WINDOWS CALL ACCOUNTING SOFTWARE TIE FEED CABLE FOR AQUATIC CENTER UPSTAIRS TO THE STATION CABLE IDF DOWNSTAIRS. Total Cost $111,017.00 _r 1'"