HomeMy WebLinkAbout082718_ca07Consent Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners /,_ � 43/1-g1t
FROM: Mark McCauley, Central S ices Director
DATE: August 27, 2018
RE: Annual Telephone Maintenance for Sheriff Phones - Stargate
Technologies, Inc.
STATEMENT OF ISSUE:
The annual maintenance agreement with Stargate Technologies, Inc. is for providing technical
services for the Millennium telephone system including hardware and software.
ANALYSIS:
Entering into the agreement for 2018-2019 will ensure that telephone system at the Sheriff s
Complex is operational and in the event of equipment or software failure will be repaired in a
timely manner to minimize the impact on county business.
FISCAL IMPACT:
Cost is within the current Information Services Budget. Total annual cost is not to exceed
$14,945.12.
RECOMMENDATION:
Approve and authorize the Board of County Commissioner Chairman to sign the Stargate
Technologies Annual Phone Maintenance Agreement for the Sheriff s Complex phone system.
Date
SPW
TARGATE
ECHNOLOGIES, INC.
TECHNICAL SERVICES AGREEMENT
Purchaser
Jefferson County Sheriff Department
Cortelco Millennium System Only
Billing Address:
P O Box 1220 Port Townsend, WA. 98368
Service Address:
81 Elkins Road
Port Hadlock, WA. 98368
Facsimile No:
360-385-9195
Agreement No.:
OOOOJCS18Q
Effective Date:
9-1-2018 to 8-31-2019
Phone No:
360-385-9171
Subject to the terms and conditions contained in this Technical Services Agreement, STI (STI), hereby agrees to provide Technical
Services to the Purchaser and Purchaser hereby agrees to obtain Technical Services from STI with respect to the hardware and / or
software (hereinafter generally referred to as "Equipment," except where otherwise specifically identified), described on the Technical
Services Schedule (hereinafter "Schedule") issued under this agreement, signed by Purchaser and accepted by STI. The Schedule shall be
considered an integral part of this Agreement and thereafter is encompassed by the term "Agreement".
TERMS AND CONDITIONS
1. TERMS OF AGREEMENT:
1.1 This agreement shall be effective from the date ("Effective Date") on which it is accepted by STI and shall continue in full force
until the expiration date of 8-31-2019 unless terminated earlier by either party. The Initial Term of this Agreement shall be three
(3) months (Quarter) from the stated Effective Date. Term shall be extended for successive three (3) month periods unless
terminated in writing by either party 60 days prior to the renewal date of each Quarter or unless earlier terminated under Section 10
of the agreement.
2. BILLING / CHARGES:
2.1 Purchaser will be invoiced for and agree to pay all charges set forth in the Agreement in addition any applicable taxes. If Purchaser
fails to pay any invoice for a period of thirty (30) days after the scheduled due date of the invoice, Purchaser agrees to pay STI or other
such entity STI may designate, on demand as late payment charge, interest on such overdue amount from the due dates thereof to the
date of payment thereof, at a rate equal 18 percent per annum.
2,2 Payment will be due upon receipt of the invoice.
2.3 Charges shall begin on Effective Date of the Agreement and shall be invoiced quarterly on the fifteenth of the second month of each
prior Quarter.
2.4 STI reserves the right to adjust the quarterly service charge as from the expiration date of the Initial Term or any extension thereof, to
reflect configuration of service cost changes. Such adjustment will be notified in writing forty-five (45) days in advance of the
expiration date and will be invoiced accordingly thereafter.
2.5 STI reserves the right to bill back to the Purchaser for any work that may be required as result of equipment alterations or additions (see
section 4.1).
3. MATERIALS / SUPPLIES:
3.1 Any Supply Products (ribbons, paper, magnetic tapes or similar materials) which Purchaser may order through STI for use in
conjunction with the Equipment are sold as is, with no express or implied warranties of merchantability, fitness or a particular purpose.
OOOOJCS18Q Page 1 of 4
4. EQUIPMENT ALTERATIONS AND ADDITIONS:
4.1 Alterations in or attachments to STI Equipment may be made only with prior written approval of STI, which approval will not be
unreasonably withheld. If after such written approval has been obtained the alterations or attachments interfere with the normal and
satisfactory operation or Technical Service of any of the Equipment in such a manner as to increase the Technical Services cost,
Purchaser will, upon notice from STI, promptly remove the alteration of attachment and restore the unit to its former condition or STI
may terminate this Agreement.
5. SERVICE:
5.1 STI agrees, commencing with the Effective Date of this Agreement, in consideration of the charges payable from the Effective Date, to
provide Technical Services for the specific location described herein, during the Initial Term of the Agreement and any extension
thereof, to keep the Equipment in good order and repair, provide all labor and spare parts for that purpose, replace all parts becoming
defective through normal wear and otherwise keep the Equipment in proper condition for use by Purchaser. Excluded from this
Agreement are:
5.1.1 Labor and material costs of Equipment additions, changes, relocation's, removal or specification or engineering changes
requested by Purchaser, or the provision of operating supplies and other similar accessories.
5.1.2 Repair or Technical Services or increase in normal service time resulting from Purchaser's failure to provide a suitable
Equipment environment.
5.1.3 Fire, neglect, social insurrection, theft, vandalism, Acts of God (i.e., floods, lightning storms, etc.) or any other casualty, act or
event occurring external to the Equipment, other than such as may have been caused by STI which causes either directly or
indirectly a failure or malfunction of the Equipment or otherwise adversely affects the performance of the Equipment. Such
excluded repairs will be billed at the STI hourly rate then in effect.
5.2 Purchaser shall indicate in this Agreement the Technical Services option to be provided, as listed and described below:
5.3 Hardware/ Software Technical Services: Dispatch of STI personnel to Purchaser premises for Technical Services and repair.
5.3.1 If Purchaser selects this option, then with respect to a Major Malfunction herein defined as the failure of a console or fifty
(50%) percent of incoming or outgoing telephone service or fifty (50%) percent of station -to -station service within Purchaser's
system, STI will use its best efforts to respond to Purchaser's request for service with two (2) hours, but in no event more than
four (4) hours, from the time STI first receives Purchaser's request for service, such a response to time will be calculated only
during the hours of coverage selected by Purchaser as defined below, which coverage shall exclude legal holidays. With
respect to a Minor Malfunction, STI will respond to Purchaser's premises between the hours of 8:00 am and 5:00 PM Monday
through Friday, excluding holidays, within forty-eight (48) hours from the time STI first receives Purchaser's request for
service. STI will complete hardware and software remedial service as soon as reasonably practical within the above-described
time frame. Any service request outside of the regular hours of coverage selected by Purchaser for service for Major
Malfunctions, or outside the coverage specified above for service for Minor Malfunctions, will be billed to Purchaser at the
prevailing overtime hourly rate, within a minimum of two (2) hours service charge, at the STI rate then in effect.
5.4 Complete: Twenty-four (24) hours per day, seven (7) days per week:
5.4.1 Purchaser will provide adequate storage space for spare parts and adequate working space, including heat, light, ventilation,
electric current and outlets for the use of STI Technical Services personnel. These facilities will be within a reasonable
distance from the Equipment to be serviced and will be provided at no cost to STI.
5.4.2 STI responsibility with respect to Technical Services will be limited to the Purchaser's side of point of service connection
between the Equipment and equipment operated by the local telephone utility.
5.4.3 Purchaser shall allow employees of STI free access to premises and facilities where the Equipment to be maintained at all
hours consistent with the requirements of this Agreement.
5.4.4 Any Technical Services or service work performed on the Equipment by any party other than STI during the term of the
Agreement, without the written consent of STI, shall cause this Technical Services Agreement to become null and void.
6. JUSTIFIABLE DELAYS:
6.1 The timeliness of performance by STI Technical Services or the performance of any other obligations of STI under this Agreement
is in every case subject to delays caused by an act of God, war, riot, fire, flood, lightning, explosion, accident, sabotage, inability to
obtain fuel or power, governmental laws, regulations or order, acts or inaction of Purchaser, labor trouble, strike, lockout, or
injunction (whether or not such labor event is within the reasonable control of STI), or any other cause beyond the reasonable
control of STI.
6.2 In the event of said delay, the period of time for performance of service affected by said delay will be extended to cover such
periods of delay.
7. NOTICES:
7.1 Any notice required by this Agreement shall be transmitted to the parties in writing by prepaid, first class mail at the addresses set
forth in this document or at such other address as either party may hereafter specify by written notice given in accordance with this
Section.
8. ASSIGNMENT:
8.1 STI may assign, subcontract, transfer or otherwise dispose of, in whole or in part, any of its interests, rights or obligations under
this Agreement including, with agreement by Jefferson County (Information Services Department), the STI obligation to provide
Technical Services or other service work.
8.2 Any subcontractor performing Technical Services or other services hereunder will be subject to the same terms and conditions as
are set forth herein.
8.3 Purchaser shall not assign or subcontract any part or all of its interests hereunder except upon prior written consent of STI, and
any attempted assignment without STI prior written consent shall be null and void, which content shall not be unreasonably
withheld or delayed.
OOOOJCS18Q Page 2 of 4
LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES:
9.1 This is a Technical Services agreement. The STI obligations under this Agreement in lieu of all warranties expressed or implied by
operation of law or otherwise.
9.2 STI disclaims any implied warranty of merchantability or fitness for a particular purpose for the services rendered hereunder.
9.3 If STI fails after repeated attempts to perform any of its obligations set forth in this Agreement, the STI entire liability and
Purchaser's sole and exclusive remedy for claims related to or arising out of this Agreement for any cause and regardless of the
form of action, whether in contract or in tort including negligence and strict liability shall be Purchaser's actual direct damages such
as would be provable in a court of law but not to exceed the annual charge paid to STI for the specific unit of Equipment that
caused the damage of which is the subject matter of or is directly related to the cause of action.
9.4 The foregoing limitation of liability will not apply to claims by Purchaser for personal injury or damage to real property or tangible
personal property caused by STI negligence. In such instances, STI shall be liable to the extent of Purchaser's proven direct
damages.
9.5 In no event shall STI be libel for:
9.5.1 Incidental, indirect, special or consequential damages or for lost profits, savings or revenue of any kind whether or not STI has
been advised of the possibility of such damages.
9.5.2 Damages caused by Purchaser's failure to perform its obligations under this Agreement.
9.5.3 Actions, claims or demands against Purchaser by any other party.
9.5.4 Damages, actions, claims or financial harm to the Purchaser resulting from any breach of security or fraud, whether as a result
of equipment performance or failure on the part of STI to foresee a potential exposure to security breakdown.
9.6 It is the responsibility of Purchaser to ensure that all of its files are adequately duplicated and documented. STI will not be
responsible for Purchaser's failure to do so, nor for the cost of reconstructing data stored on disk files, tapes, memories, etc. lost for
any cause whatsoever.
10. GENERAL:
10.1 If Purchaser, or STI, with regard to this Agreement fails to observe, keep or perform any provision of this Agreement, STI, or
Purchaser upon fifteen (15) days written notice may terminate this Agreement at its option. This Agreement shall also be subject to
termination if Purchaser files a petition in bankruptcy, is adjudicated in a bankruptcy, is subject to a court-appointed trustee or
receiver: is in reorganization; or is otherwise insolvent.
10.2 No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of
the same or any other provisions reorganization; or is otherwise insolvent.
10.3 Any terms and conditions of a purchase order or other instrument issued by Purchaser in connection with this Agreement will not be
binding on STI or its subcontractor and will not apply to this Agreement.
10.4 All remedies under this and any associated agreement are cumulative and may be exercised concurrently or separately. Purchaser
shall pay to STI, and STI shall pay to Purchaser, all costs and expenses, including attorney's fees, incurred by it in exercising any of
its rights or remedies hereunder or enforcing any of the terms, conditions or provisions hereof.
10.5 Any provision of this Agreement that is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or un -enforceability, without invalidating the remaining provisions; and such prohibition or unenforceability in one
jurisdiction shall not invalidate or render unenforceable such provision.
10.6 The laws of the State of Washington will govern this Agreement.
See attached: Technical Services Schedule
Initials: STI Representative: Purchaser Representative:
Ill
PURCHASER HEREBY ACKNOWLEDGES THAT THEY HAVE READ ALL OF THE PROVISIONS OF THE AGREEMENT, AND ANY
ATTACHMENTS HERETO. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS AND
CONDITIONS AGREED UPON BY THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR
WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREIN.
THIS AGREEMENT MAY NOT BE MODIFIED EXCEPT IN WRITING SIGNED BY THE PRESIDENT OF STI AND AN AUTHORIZED
REPRESENTATIVE OF PURCHASER.
OOOOJCS 18Q Page 3 of 4
TARGATE
ECHNOLOGIES, WC.
Attachment: TECHNICAL SERVICES SCHEDULE
Agreement No:.
Effective Date:
OOOOJCS16Q Jefferson County Sheriff Dept.
September 1, 2018 to August 31, 2019
General Description of Hardware / Software, applicable to this Agreement:
Millennium telephone system & all associated hardware & software connected to the
system.
Technical Services Coverage Options
Hardware Technical Services (On -Site):
Labor is covered 24 hours a day, 7 days per week, excludes holidays
Payment Terms:
• QUARTERLY PAYMENT $2,942.78
• Payment for option selected must accompany 9.0% Sales Tax $264.85
contract, and received no later than: 9-1-2018
Total $3,207.63
Description of Supplemental Move, Add, and Change Services (MAC)
Labor rates for Technical Service:
• $180.00 Service Call d
• $ 105.00 Per hour - 8:00 AM - 5:00 PM Monday - Friday (excluding holidays).
• $ 157.50 Per hour - 5:00 PM. - 8:00 AM Monday - Friday, all day Saturday (excluding holidays).
• $ 210.00 Per hour - Sundays and holidays.
• Technical Services service for the equipment described in this contract or in any update attached hereto shall be provided
in accordance with the options selected above and shall be governed by the terms and conditions of the referenced
Technical Services Agreement,
Authorized Purchaser, Printed Name / Title: Date:
Signature:
STI, Authorized Representative Signature:
A ved asf m:
tZ # C �Ch dg= Dale:
Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney
Jefferson County Prosecuting Attorney's Office
0000jCS 18Q Page 4 of 4
TARGATE
ECHNOLOGIES, INC.
Attachment: TECHNICAL SERVICES SC 1-1 E RULE
Agreement No:
Effective Date:
OOOOJCS18DV Jefferson County Sheriff Department
September 1, 2018 through August 31, 2019
General Description of Hardware / Software, applicable to this Agreement:
8 -Port DuVoice Hardware and Software Support, Key # 11491
Technical Services Coverage Options
Hardware Technical Services (Remote):
DUVOICE SOFTWARE/ HARDWARE SUPPORT, ANNUAL RENEWALS ONLY
Payment Terms:
• ANNUAL PAYMENT $1,940.00
• Payment must accompany contract, and received no 9.0% Sales Tax $174.60
later than: 9-30-2018
Total $2,114.60
Description of Stargate Technologies Inc. support of Du Voice Products, not included
Labor rates for Technical Service:
• $180.00 Service Call
• $ 105.00 Per hour - 8:00 AM - 5:00 PM Monday - Friday (excluding holidays).
• $ 157.50 Per hour - 5:00 PM. - 8:00 AM Monday - Friday, all day Saturday (excluding holidays).
• $ 210.00 Per hour - Sundays and holidays.
• Technical Services service for the equipment described in this contract or in any update attached hereto shall be provided
in accordance with the options selected above and shall be governed by the terms and conditions of the referenced
Technical Services Agreement.
Authorized Purchaser, Printed Name/ Title: Date:
Signature: STI, Authorized Representative Signature:
pp ved aAfO � date:
Philip C. Hunsucker, Chief Civil Deputy prosecuting ttorney Page 1 of 1
Jefferson County Prosecuting Attorney's Office