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HomeMy WebLinkAboutNu-Vision TechnologiesELIZABETH NEVILLE TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road PO Box 1179 Southold, NY 11971 Fax (631) 765-6145 Telephone: (631) 765 - 1800 southoldtown.northfork.net RESOLUTION # 2006-133 Resolution ID: 1512 Meeting: 01/17/06 07:30 PM Department: Town Attorney Category: Contracts, Lease & Agreements THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2006-133 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JANUARY 17, 2006: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Sul~ervisor Scott A. Russell to execute Maintenance Contract #TOW719 with Nu-Vision Technologies for the maintenance of the telel~hone systems at Town Hall and Town Hall Annex, commencing on January 1, 2006, for a term of 12 months, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk M NTE :dNCE CONTRA CT Maintenance Contract # TOW719 This is to acknowledge receipt of your order to Nu-Vision Technologies for the purpose of providing maintenance on the attached list of equipment, under the following terms and conditions, Nu-Vision Technologies (hereinafter referred to as the "Provider"), with its Corporate Office located at 6000 New Horizons Boulevard, Amityville, New York 11701, does accept and acknowledge the order from: _Town of Southold (hereinafter referred to as the "Customer~) Customer Contact: Lloyd Reisenberg Phone #: 631 765-1891 AlP Contact: E-Mail Address Customer's Bill To Address: P.O. Box 1179 53095 Main Road Southold, NY 11971 Provider Information: Sales Contact: Christopher Gibbons Phone #: 631 841-5212 Customer's Site Location Sec attached "Schedule A' E-Mail Address Chris,gibbons~nuvt ,corn (If more than 1 site, please list additions on separate attachment) Maintenance ParameteFs: Nu-Vision Technologies will maintain the equipment including ail parts and accessories incorporated therein or which may he affixed thereto by Nu-Vision Technologies, with the exception of any Back-Up Battery System, during the term of this contract, all hereinafter called "the equipment* as listed in the attached Schedule "Ax of Equipment. The equipment will he maintained in good working order, during the term of this contract, provided such maintenance is necessitated by normal usage, suitable replacement will he furnished and installed by Nu-Visiun Technologies. If the equipment fails, Nu-Vision Technologies will replace or repair defective parts and provide the labor, shipping and handling charges of the failed components. Maintenance does not cover the repair or replacement of Battery Backup Systems. Maintenance will not cover any damages, defects or malfunctions or service failures which are caused by environmental conditions, radio interference, toll fraud, hackers, viruses, modifications or repairs performed by personnel other than Nu-Visiun Technologies or its authorized agents, unless approved by Nu-Visiou Technologies, misuse, mis-handling, neglect, improper storage, improper servicing or improper operation of the system, fire, flood, water damage, lightning or other acts of God, acts of war or terrorism, or similar events, which are hereby defined as Excluded Causes. If the Customer requests Nu-Vision to complete repairs during the maintenance period necessitated by the Excluded Causes outlined above, Nu-Vision will charge its standard Time and Material rate together with shipping and handling charges related to performing such repairs. Nu-Vision Technologies makes no warranties expressed Page 1 of 10 Rev. 02/05 or implied, including any warranties of merchant ability of fitness for a particular purpose. Nu-Visiou Technologies' sole responsibility of maintenance will be for equipment only and will not be responsible for any result of the equipment not functioning. This maintenance contract does not guarantee uninterrupted operation of the equipment, 2. Schedule of Equipment Covered Under this Contract: (See Schedule ~A' attached) 3. Customer's Requirements: Customer's equipment that Nu-Visiun Technologies will maintain will occupy space that is environmentally controlled and meets the installation specifications prescribed by the manufacturer, Additionally, the equipment shall not be exposed to moisture or corrosive gases or materials. ENVIRONMENTAL EQUIPMENT REQUIRED TO CONTROL AND SUSTAIN THESE ENVIRONMENTAL CONDITIONS SHALL BE AT THE EXPENSE OF THE CUSTOMER. During the term of this maintenance contract or subsequent maintenance contracts with Nu-Vision Technologies, Customer agrees to provide a separate electrical outlet, or service connection circuit breaker restricted solely for the equipment being maintained, along with a suitable base in which the system can be grounded. Customer will take responsibility for any radio interference which may be caused by other equipment housed in the area. Storage battery systems shall not be located in the same room as the equipment being maintained, unless the Customer provides constant ventilation to the outside. Customer agrees to relocate sprinklers, or provide a cover over the equipment being maintained, so as to prevent water damage to the equipment. Any damage caused by sprinklers is not covered under this contract. The Customer will insure that the work environment is fmc of any hazardous materials or unsafe conditions as may be defined by OSHA, the EPA or other governmental entities. 4. Providers Responsibility: This maintenance contract is for the equipment being maintained as listed in Schedule "A'~ attached. Nu-Vision Technologies shall, during the term of this contract, furnish all parts, material and labor to maintain the equipment covered under this contract in accordance with the manufacturer's specifications unless the malfunction was the result of an Excluded Cause as defined in Section 1 of this contract. Nu-Vision Technologies will dispatch service personnel to Customer's premise to perform necessary repairs, unless Nu-Vision Technologies is able to perform the repairs from a remote location, Nu-Vision Technologies shall conduct remote diagnostics testing, when applicable. For the term of this contract, and subject to the conditions therein, Nu-Vision Technologies shall maintain the equipment in good working order including the furnishing of all labor and materials with respect hereto. RESPONSE TIME: When on-site repairs are necessary for routine maintenance, Nu-Vision Technologies shall use its best efforts to respond the next business day following receipt of Customer's service request, when logged into our Dispatch Center. For Service Emergencies, as defined below, Nu- Vision will respond within four (4) hours on a 24 X 7 basis. For Adds, Moves or Changes, which is not covered under the maintenance contract, Nu-Vision Technologies shall use its best efforts to respond within five (5) business days, Page 2 of 10 Rev, 02~05 The answering position console cannot malce outgoing or receive incoming calls. · A minimum of 20% of all telephone or data ports, covered under this contract, cannot make or receive calls/data. · A majority of any trunk group is inoperative, · The voice mail system is inoperative. If it is determined that the Service Emergency was due to an Excluded Cause, as defined in Section 1, Customer will be billed at Nu-Visinn's standard Time and Material rate. $. LlbflTATION OF LIABILITY: NU-VISION TECHNOLOGIES WILL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM CUSTOMER'S USE (OR INABILITY TO USE), OR A THIRD PARTY'S UNAUTHORIZED USE, OF THE SYSTEM OR ITS COMPONENTS, EITHER SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT. INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR OTHER EQUIPMENT FAILURE OR FOR COMMERCIAL LOSS OF ANY KIND, REGARDLESS OF WHETHER NU-VISION TECHNOLOGIES OR ITS SUBCONTRACTORS HAD BEEN ADVISED OF SUCH POSSIBILITY. SECURITY: NU-VISION TECHNOLOGIES IS NOT RESPONSIBLE FOR SECURITY OF CUSTOMER'S EQUIPMENT/NETWORK INCLUDING BUT NOT LIMITED TO VIRUS PROTECTION, TOLL FRAUD, HACKING, MIS-USE OR ABUSE OF ANY PART OF THE EQUIPMENT/NETWORK BY ANY USER, AUTHORIZED OR UNAUTHORIZED TO ACCESS THE EQUIPMENT/NETWORK. 6. Patent Liability: Customer acknowledges and agrees that the products being serviced contain patented or patentable inventions, trade secrets, copyrights, and other intellectual property rights owned or controlled by the manufacturer, and the manufacturer shall continue to be the sole owner of all Intellectual Property Rights with respect to the Products. 7. DefaulL If Customer fails to make any payment hereunder when due or fails to perform any of the covenants or conditions, or if a bankruptcy or insolvency proceeding is filed by or against Customer or if Customer makes an assignment for the benefit of creditors, Nu-Visinn Technologies shall have the right to consider Customer in breach of this contract and, in addition to all its other rights, Nu-Visinn Technologies shall have the right to cancel this contract. In the event of such cancellation, and in addition to any unpaid amounts accrued to the date of cancellation, Customer shall remain liable to Nu-Vision Technologies for all damages, losses, and expense resulting from such breach and cancellation. 8. Costs and Expenses. Customer will pay all of Nu-Vision Technologies' costs or expenses, including reasonable attorneys and collection fees, which are incurred in an effort to enforce this contract. 9. Acosss to Premix. The Customer will provide the necessary access to the premises that is required to service and maintain the equipment, listed under this contract. Page 3 of 10 Rev. 02/05 10. T~n~erability. This contract may be transferred, assigned, or sold by Nu-Vision Technologies without notice, This contract is transferable by Customer with Nu-Vision Technologies' prior written consent, which consent shall not be unreasonably withheld. 11. Music on Hold. Customer shall have full responsibility for ail negotiations and licensing fees for performance rights mlatiog to recorded or broadcast music usage or its access by the tslephone system. 12. Call Monitoring. Should any of Cnstomer's employees bring action against Nu-Vision Technologies, its agents or employees, as a result of the Customer having the ability to monitor telephone calls, Customer shall hold Nu-Vision Technologies harmless and indemnify Nu-Vision Technologies from any costs, expense or award that is the result of that action. 13. Forei~ Attachments. Nu-Vision Technologies will permit attachments of peripheral equipment provided by the Customer or others (foreign attaclunents) to Nu-Visien Technologies' maintained equipment. All foreign attachments must be fully compatible and interconnectable with Nu-Vision Technologies' maintained equipment, as specified by the respective manufacturers. In the event an interface connection/device is required, Nu-Vision Technologies will provide the connection, only to its maintained equipment, at Nu-Vision Technologies' then prevailing Time and Material rates. Maintenance of foreign attachments shall be arranged and paid for by the Customer, Service of maintained equipment caused by failure of foreign attachments shall be billed to the Customer at Nu-Vision Technologies' then prevailing Time and Material rates. 14. Manufacturer Discontinued Product. Nu-Vision Technologies shall not be obligated to replace the system or any part of the system where such system cannot be purchased new from the manufacturer at a reasonable cost or has been replaced by a new model, or the replacement is impractical. In such circumstances, Nu-Vision Technologies' repair obligation shall be to offer a replacement system to the Customer at Nu-Vision Technologies' then current pricing, and the Customer shall be entitled to a refund of the maintenance plan equal to the unused portion of the prepaid maintenance charges. 15. Solicitation of Employees. Customer agrees not to solicit for hire any Nu-Vision Technologies' employee during the period of the maintenance contract and for one (1) year atter termination of this contract. 16. Subcontracting. N'U-VISION TEHCNOLOGIES may subcontract any or all of the work to be performed under this contract, but shall retain responsibility under the terms and conditions of this contract for such work. 17. Severability. In the event that any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect under the law of this State, such unenforceability shall not affect any other provision of this contract and this contract shall then be construed as if such unenforceable provision or provisions had never been contained herein. 18. Applicable Law. This contract shall be interpreted under the laws of the S~ate of New York. Page 4 of 10 Rev. 02/05 7'echnMM~~ 19. Entire Agreement. Unless otherwise provided, this contract expresses the entire understanding of the parties with reference to the subject matter hereof and there is no understanding agreement representation or warranty, expressed or implied, statutory or otherwise, in any way limiting, extending, defining or relating to the provision hereof. No agreement altering, modifying, or extending the terms of this contract shall he valid unless in writing duly signed by the parties or their duly authorized representative (in the case of Nu-Vision Technologies, only by its representatives at its Amityville, New York, office). The right of Nu-Vision Technologies at any time to require strict performance shall not be affect~l by any previous waiver or dealing. . 20. Cancellation: Customer may cancel wiil~t'~ thc fu~f ~ (30) dayn of an initial to..,, or a ~en(nval t~m ~m'n~. by giving thirty (30) days written notice. Customer will be reslX)nsible for charges for the period of coverage up until the effective date of termination. If thc ,amcoll~C~t..~ ,,,.,,aro after thc fa~t thL ty (30) doy~ of a~ initial t,,..~, ur re. Jewel tea.. oenO'act. C~v~.~ eL .~2 W pa'! a ounooilatiun charge equal to tl,,~ I~aaeo of ff.e t(,.... ,.~4'th,, ,.o~&.,,~. or monthly ,J~u~c~ tbr 21. Renewal. This conU'act is automatically renewed unless either party gives written notification. Nu- Vision Technologies will guarantee Automatic Renewal Customers not to increase the per port charge. The number of ports and equipment list will be adjusted as the linc size or the configuration of the system changes, which could result in changes to the maintenance fee. 22. Official Notification: All written notifications shall he addressed to: Nu-Vision Technologies 6000 New Horizom Boulevard Amityville, NY 11701 Attention: Kathy Walherg (Contracts Adminislrator) Customer: Town of Southold P.O. Box 1179 53095 Main Road Southold, NY 11971 Attention: Lloyd Rcisenherg Payments will be made to Nu-Vision Technologies at 6000 New Horizons Boulevard, P.O. Box 9004, Amityville, New York 11701-9004. Should Customer fail to pay any or all of the payment provided herein or any other sum required to he paid by the Customer, within ten (10) days after the due date thereof, the Customer shall pay to Nu-Vision Technologies, interest on such delinquent payment from the expiration of said ten (10) days until paid at the highest rate of interest allowable by law. All payments shall he received prior to the start of the maintenance period. This contract is no~ final or binding until executed by Nu-Vision Technologies and the first payment is received by Nu-Vision Technologies. All prices are exclusive of federal, state, and local tax. Customer shall he responsible to pay, when due, all applicable sales, and or, use tax, unless appropriate tax-exempt or resale certificates are provided. The term of this contract will be for 12 # of months beginning on Januarvl, 2006 The aggregate amount of this contract shall he $ 2,703.00 , plus applicable tax. Payment intervals for maintenance will be in equal installments of: $ 675,75 paid Quarterly Page 5 of l0 Rev. 02105 The above rates are fixed for the current line size and configuration of the system (exclusive of the Battery Back-Up System), for the duration of ~he maintenance contract. Changes in line size or configuration, during the maintenance period, could result in changes to the maintenance fees. IN %%TrNF~ WI~REOF, Customer and Nu-Vision Technologies have entered into this contract, as indicated by the signatures of their authorized representatives below: TOWN OF SOUTHOLD Customer: B y -' - ~'~_ Provider: PrintName: Scott A. Russell PrintName: Title: Supervisor Title: Date: Date: Cu~omer PO~: Page 6 of 10 Rev. 02/05 QTY 1 QTY 1 40 SCHEDUI~P. aA ~ OF EQUIPMENT TOWN OF SOUTHOIJ-~ 53095 Main Road, Southold, NY 11971 DESCRIPTION Lucent Legend Telephone System Telephone Instruments All Trunk Ports, Common Control Equipment Merlin Voice Mail System Batteries are not covered under contract 54375 Main Road, Southold, NY 11971 DESCRIPTION Nortel Norstar Telephone System Norstar Telephones All Trunk Ports, Common Control Equipment Nortel Voice Mail System Batteries are not covered under contract Page 7 of 10 Rev. 02/05 ESCALATION PROCEDURES (SERVICE CAIJ. PROCEDURE) The following information outlines the procedure for trouble reporting, maintenance, and emergency service during normal business hours and after hours. Normal Busim~s Hours Our normal business hours are between 8:30AM - $:30PlVl EST, Monday through Friday, ]:or any service calls~ Move. Adds or Changes (MAC)~ and emergency service needed on your telephone system during normal bus/ness hours, please dial: (631) 841-5200 - At the auto attendant prompt: Press (2) for Service (631) 841-5255 - For Technical Support If there is any problem, you can speak to Joe Lnenardo, Vice President of Techni~l Services, He will s~ to all of your tec3nical needs. KEY PERSONNEL Joe Leonardo Tom Collier Paul Anthony Vice President of Services Director of Service Senior Vice President Technical (631) 841-5221 (631) 841-5260 (631) 841-5224 IMPORTANT EMRRGENCY #'S FOR OUR SRRVICE CUSTOMERS AFTER $:30PM EST ON WEEKDAYS OR WEEKENDS Aher Hours ~n~v Service Procedure: Emergency service is available on a 24 hour, seven day a week basis f~r re~ainer or maimenance customers. The following is the definition of an emergency: 1. 2. 3. 4. 5. Complete System Failure The inability to receive in-coming calls or to place out-going calls. Evidence of a major alarm on system. Attendant consoles position failure. Complete voice mail/auto attendant system failure. Page 8 of 10 Rev. 02/05 Page 9 of 10 Rev. 02/05 To Vk~ce an emeraency call al~er $:30PM EST on weekdays or weekends: Dial (631) 841-5200, (main number) The call will be answered by our voice mail system. Press "1" this will reach our emergency answering service. Leave a complete message indicating the following: Name Company Name Nature of Problem One or More Reach Numbers The Service will then contact thc on-call engineers. If you do not receive a response after calling the above number within one hour, you may contact one of the following telephone numbers: Jce Leonardo Vice President of Services Tom Collier Director of Service Paul Anthony Senior Vice President Technical (631) 73~-92(~ (631) 774-3999 (516) 674-4330 (631) 581-9090 (516) 250-3623 (631) 806-8164 Page 10 of 10 Rev. 02105