HomeMy WebLinkAbout97- Touch America, County, City Telephone Maintenance Agreement
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TELEPHONE MAINTENANCE AGREEMENT
THIS AGREEMENT is made as of July 1, 1997, by and between:
THE CITY OF BOZEMAN, 411 East Main, P.O. Box 640,
Bozeman, Montana 59771 (Phone: 406-582-2320) , and
GALLATIN COUNTY, 311 West Main, Room 301, Bozeman,
Montana 59715 (Phone: 406-582-3000)
(City/County) or (Buyer) Client #16674.
and
TOUCH AMERICA, Inc. , a Montana corporation, local
address, 2610 West Main, Bozeman, Montana 59718 (Phone:
406-585-5714) (Seller) .
CONTENTS
l. Agreement
2. Price
3. Maintenance Services
3.a IMMEDIATE
3.b EMERGENCY
3.c REGULAR
4. Hours of Service Availability
5 . Quarterly Report
6 . Telco/Vendor Assistance
7. Term
8 . Payments, Credits and Utilities
9 . Unauthorized Work
10. Agents
1l. Limitation of Liability
12. Indemnification
13. Comprehensive General Liability Insurance
14. Circumstances Beyond Reasonable Control
15. Assignment
16. Notification and Access
17. Severability
18. Statutory provisions
19. Entire Agreement
1. AGREEMENT. Seller agrees to maintain the Equipment listed in
Exhibit A, subject to the terms and conditions of this Agreement.
2 . PRICE. The price for maintenance services provided under this
Agreement shall be $31,731.68 (excluding sales tax) for twelve (12 )
months from July 1, 1997 through June 30, 1998. Additions or
deletions of Equipment specified in Exhibit A shall cause the price
to change in accordance with the Seller's prevailing rate and such
changes shall be effective on the date of renewal, or at the end of
any Warranty period, whichever is later.
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3 . MAINTENANCE SERVICES. Seller will, subject to the following,
keep the Equipment listed on Exhibit A in good operating condition
during the term of this Agreement. This Agreement includes the
cost of parts and labor necessary to keep this Equipment in
operating condition. This Agreement covers maintenance and repairs
resulting from normal and usual operation of the Equipment by
Buyer. It does not cover damages or destruction resulting from
causes such as, but not limited to, the following: Fire or other
casualtYi faulty, willful, or negligent operation or handling of
the Equipment by Buyer or othersi or damages or destruction
resulting from factors external to the Equipment.
Buyer ensures that all environmental conditions as outlined in
Client Responsibilities, Exhibit B, will be in effect for the term
of this Agreement.
In the event that repairs or recurring repairs to the system are
required as a result of the loss of said environmental conditions,
Buyer agrees to pay for such maintenance service and parts at
Seller's then current service rates. With respect to maintenance
and repairs not resulting from the normal and usual operation of
the Equipment, Buyer will pay for maintenance, service and parts at
Seller's then current service rates. Seller will make its best
efforts to provide response to Buyer's requests for maintenance
service as follows:
a. IMMEDIATE SERVICE requests for 911 and Emergency Operating
Center services shall be responded to at the Buyers site within one
(1) hour.
b. EMERGENCY SERVICE requests defined by Buyer to be service
required due to failure of a component which effectively ceases the
primary functions of the Buyer's Equipment, is the failure of a
console, system dial tone is lost or five (5%) percent of stations
become inoperative. Emergency Service will be responded to at
Buyer's site within two (2 ) hours.
c. REGULAR SERVICE requests defined as any malfunction less
serious than that defined as Emergency Service or Immediate Service
Response shall be within twenty-four (24) hours. Response to
requests for service may be provided either by remote access or via
telephone.
4. QUARTERLY REPORTS. The Seller shall provide to City & County
the agreed upon statistical and utilization reports one week prior
to the meetings to the Information Systems. The seller shall
provide a listing of all city and county extensions showing
location and extension number to the Buyer no later than April I,
of each year.
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5. HOURS OF SERVICE AVAILABILITY. The FULL COVERAGE option
provides coverage for major corrective maintenance 24 hours a day,
7 days a week. Coverage on switches, cards, telephones, and voice
mail at every location, including Uninterrupted Power Source (UPS)
and battery backups.
MAC (Moves, Adds and Change) work shall be charged at the rate of
$57.00 per hour (with a half hour minimum). No additional charge
to add new area codes as needed.
6. TELCO/VENDOR ASSISTANCE. Seller will provide client assistance
in ordering changes in trunk requirements and will act as the
Buyer's agent in resolving problems relating to failure on the
trunks or quality of transmission. Seller assumes no
responsibility for the quality of transmission for the final repair
on telephone trunks. Vendors of trunk services are responsible for
the repair and maintenance of these services. Buyer shall not be
obligated for repair costsl not caused by Buyer.
7. TERM. This agreement is in effect from July 1, 1997 through
June 30, 1998. This agreement may be extended for a period of one
(1) year. Renewal charges will be negotiated. Either party may
terminate this Coverage Option effective at the end of a Term by
giving the other party one month's written notice.
8. PAYMENTS I CREDITS AND UTILITIES. Payments shall be quarterly,
upon receipt of an Invoice from the seller to the County. The
County will distribute all costs by the formula of City for 42% and
by the County for 58 % of the price, which percentage may be
adjusted at renewal. All bills, invoices or statements shall be
sent to the County with a Telephone Service Request (TSR) , by the
Seller.
Buyer shall receive a $57.00 credit for each hour or part of an
hour the seller does not comply with response time requirements
stated in Section 3 of this Agreement. The Buyer shall reduce the
Quarterly payment by the amount of credit accrued during the
quarter.
Buyer will provide all necessary utilities and other facilities
required by Seller to service and maintain the Equipment.
9. UNAUTHORIZED WORK. Buyer will not permit its agents,
employees, or third parties to attempt any repairs, maintenance,
additions, deletions or changes to the Equipment; nor couple the
Equipment to equipment not approved by Seller. Seller's agents and
employees representatives shall be properly trained and be ROLM
certified. Seller shall maintain a reasonable inventory of parts.
10. AGENTS. Buyer and Seller will designate responsible
individuals and one alternate each to represent them in contacts
for service.
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11. LIMITATION OF LIABILITY. Seller shall not be liable for any
loss or injury to Buyer or any other person from the use of the
Equipment unless caused by Seller1s sole negligence. In the event
of Seller1s substantial failure to perform its obligations under
this Agreement 1 the Buyer1s sole remedy shall be to terminate this
Agreement 1 with a pro-rata refund of payments. UNDER NO
CIRCUMSTANCES SHALL SELLER BY LIABLE FOR ANY LOSS OF BUSINESS
REVENUE OR GOODWILL 1 OR INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGE
OF ANY KIND ARISING FROM ITS FAILURE TO PERFORM UNDER THIS
AGREEMENT.
12. INDEMNIFICATION. Seller shall indemnify Buyer against any and
all actions, suitsl claimsl demands 1 or liability of any character
whatsoeverl brought or asserted for injuries to or death of any
person or personsl or damage to property arising out of, resulting
froml or occurring in connection with the negligent performance of
this Agreement.
13. COMPREHENSIVE GENERAL LIABILITY INSURANCE. Seller shall carry
comprehensive general liability insurance which includes bodily
injury, property damage 1 and automobile liabilitYI with limits of
not less than $7501000 per claim and $1/500,000 per occurrence.
The Certificate of Insurance must be supplied within ten (10) days
of executing this Agreement to the County Fiscal Office and name
the City of Bozeman and Gallatin County as additional insureds_
14. CIRCUMSTANCES BEYOND REASONABLE CONTROL. Performance of any
obligation hereunder by Seller will be excused if prevented by acts
of God, or the public enemYI fire or other casualty, labor
disputes, or without limiting the foregoing 1 any circumstance
beyond reasonable control. Howeverl Seller will give the
City/County priority in case such occurrence exists.
15. ASSIGNMENT. This Agreement shall not be assigned without the
written consent of Buyer and Seller.
16. NOTIFICATION AND ACCESS. Buyer agrees to report immediately
any conditions requiring service or correction and to grant free
access to the location of the Equipment to Seller or its
representative.
17. SEVERABILITY. If any provisions of this Agreement are held to
be illegall invalidl or unenforceable 1 such shall not invalidate
the remaining provisions of the Agreement.
18. STATUTORY PROVISIONS. Seller shall comply with all applicable
statel federal 1 and local laws and regulations, includingl but not
limited to, the following Montana statutory laws:
a. Montana Product Preference. In all instances Montana-made
goods must be preferred for use if such goods are comparable in
price and quality. Section 18-1-112, MCA.
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b. Montana Labor Preference. Seller shall give preference to
the employment of bona fide Montana residents in the performance of
the work. Section 18-2-403(1), MCA.
c. Non-discrimination in hiring. All hiring by the Seller
must be on the basis of merit and qualifications and Seller must
not discriminate on the basis of race, color, religion, creed,
political ideas, sex, age, marital status, physical or mental
disability, or national origin. Section 49-3-207, MCA.
d. Prevailing Wage Rates. Seller and all subcontractors must
pay, at least, the standard prevailing wage rates, including fringe
benefits for health and welfare and pension contributions and
travel allowance provisions in effect and applicable to Bozeman,
Montana.
Questions concerning prevailing wages should be directed to the
Montana Department of Labor and Industry, Labor Standards Bureau,
Capitol Station, Helena, Montana, 59620, Phone: 444-5600.
Seller shall post in a prominent and accessible site on the project
or work area, not later than the first day of work, a legible
statement of all wages to be paid to the employees employed on the
site or work area. Section 18-2-406, MCA.
If Seller fails to comply with the provisions of Title 18, Chapter
2, Part 4 of the Montana Code Annotated, Purchaser shall retain One
Thousand Dollars ($1,000.00) of the price as liquidated damages for
the violation of the terms of this Agreement and the money must be
credited to the proper funds of the City and County. Section
18-2-432, MCA.
e. Safety. Seller shall be responsible for insuring
employees are adequately and appropriately trained pursuant to the
Montana Safety Culture Act, Title 39, Chapter 71, Part 15 of the
Montana Code Annotated.
19. ENTIRE AGREEMENT. THIS INSTRUMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES AND THERE ARE NO UNDERSTANDINGS,
REPRESENTATIONS, OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED,
NOT SET FORTH HEREIN, INCLUDING THE IMPLIED WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No
modification shall be effective unless in writing and signed by
both parties. No provisions shall be deemed waived because of
previous failures to insist upon strict performance thereof. The
above terms and conditions shall prevail notwithstanding any
variance with the terms and conditions.
The conditions of the RFP, not inconsistent with this
Maintenance Agreement, remain in effect.
S
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IN WITNESS WHEREOF the City of Bozeman and Gallatin County
have signed this Telephone Maintenance Agreement, effective July 1,
1997. This Agreement consists of seven (7) pages, together with
Exhibits A and B.
BOARD OF COUNTY COMMISSIONERS
GALLATIN COUNTY
r/J}y (iJCivYL Date: d IJ..' CZ' r
Phil Olson, Chairman
,
~1 ~el{~~~l~ Date: i-If - 'If
J" e Je"-lin i, Member
Date:~ -//-.qf
Attest:
Approved as content:
,
CITY OF BOZEMAN
c~-- \ L___ Date:~
Clark J6hnson
City Manager
Attest:
()LJ~
Robin L. Sullivan
Clerk of the City Commission
- , ," -,
Approved Sis to .leg~.1--:content:
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. CU/>/'(~~tl/ ,,'
pa61 Luwe~ City Attorney
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EXHIBIT Bt CLIENT RESPONSIBILITIES
ELECTRICAL REQUIREMENTS:
l. A dedicated 3-wire 120-volt AC, 60 HZ circuit rated 15 AMPS
must be located within 6 feet of the key service unit (KSU) .
2. If the console requires a separate power source, a second
dedicated outlet meeting the requirements of item one above will be
required.
3 . The outlets must be three prong receptacles (NEMA 5 -15R) .
4. An earth ground of one (1) OHM or less must be within 6 feet of
the new KSU.
5. To prevent accidental shutdown, a lock clip on the electrical
service panel is recommended.
KSU ROOM REQUIREMENTS:
l. The normal recommended temperature range is only 60 to 75
degrees Fahrenheit. The absolute minimum temperature is 100
degrees Fahrenheit, but the system will only tolerate this high
temperature for a very brief period of time.
2. Relative humidity may be five (5) percent to ninety-five (95 )
non-condensing.
3. The room must be well ventilated, clean, dry, adequately lit,
and should be secure from unauthorized personnel.
4. The KSU must not be located under a sprinkler system, or water
or steam pipes.
5. Adequate space must be provided to mount the KSU.
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TELEPHONE MAINTENANCE AGREEMENT
IN WITNESS WHEREOF Touch America has signed this Telephone
Maintenance Agreement, effective July 1, 1997. This Agreement
consists of seven (7 ) pages, together with Exhibits A and B_
TOUCH AMERICA, Inc.
~~ R.. l)~ Date: /0 1 J 0 191
Glenn Voeks, General Manager I I
Attest ,(htli 7l)ll/jJ:QJ~Y
Anita Malmquist~
Sales Administr or
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I ......END......
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!~Ff~Vrn OEe 3 1997
GALLATIN COUNTY
December 2, 1997
Ms. Robin L. Sullivan
Clerk of the City Commission
City Hall
411 East Main
Bozeman, MT 59715
SUBJECT: Telephone Maintenance Agreement - Touch America
Dear Ms. Sullivan:
Enclosed is the Telephone Maintenance Agreement between the City of Bozeman, Gallatin
County and Touch America, Inc. for the 1997/1998 fiscal year. Please have the City Manager,
Clark Johnson, sign and date, Paul Luwe, City Attorney, approve for legal content and then you
sign.
We would appreciate having this processed and returned as soon as possible. Please return to:
Ed Blackman, Fiscal Officer, Gallatin County Courthouse, Room 301, 311 West Main,
Bozeman, MT 59715.
Thank you in advance for your assistance.
Sincerely,
GALLA TIN COUNTY
tJ/!~
Ed Blackman
Fiscal Officer
Enclosure
Fiscal Department · 311 West Main, Rm. 301 · Bozeman, MT 59715
Phone (406) 582-3002 · Fax (406) 582-3003