Integra Telecom ~ Contract#
CITY OF TIGARD
PURCHASE AGREEMENT
THIS CONTRACT made and entered into this 5th of April,2010,by and between the City of Tigard,Oregon,a municipal corporation
of the State of Oregon,hereinafter called"City,"and Integra Telecom,hereinafter called"Seller."
RECITALS
WHEREAS,City has need for certain goods or services provided by Seller,and
WHEREAS. Seller is in the business of selling certain goods or services and is aware of the purposes for which City will use the
goods,
THEREFORE, City and Seller wish to enter into a contract under which City shall purchase the goods or services described in Seller's
bid in accordance with these contract documents, including the attached standard terms and conditions.
TERM AND CONDITIONS
Any purchase made against this Contract shall be in compliance with the terms and conditions set forth in these contract documents,
including those listed in Exhibit A, Standard Terms and Conditions.
GOODS OR SERVICES TO BE PROVIDED
City shall purchase a front-end speech-enabled auto attendant system that is compatible with the City's current NEC phone system
from the Seller in accordance with:
A. The Seller's quote dated March 18,2010
B. The City's Standard Terms and Conditions,attached as Exhibit A and incorporated by this reference;and
C. Seller's AMAC Agreement Terms and Conditions,attached as Exhibit B and incorporated by this reference.
EFFECTIVE DATES AND DURATION
This Contract shall become effective upon April 5, 2010 and shall expire, unless otherwise terminated or extended, on June 30, 2010.
All goods wider this Agreement shall be delivered and completed prior to the expiration of this Agreement.
COMPENSATION
City agrees to pay Seller thirty-three thousand seven hundred six dollars and forty cents ($33,706.40) for goods or services supplied,
including any applicable shipping and handling charges. City shall not be responsible for payment of any materials,services,expense,
or costs other than those which are specifically included in Exhibit C. Payment shall be on a unit price only for those goods or
services received in an acceptable condition to City. Payment will be made based on Seller's invoice, subject to the approval of the
Contract Manager or appropriate City representative. Payment shall be made only for work actually completed as of date of invoice.
Payment terms shall be net 30 days from date of invoice.
CONTACT INFORMATION
All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax. Payments may be
delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transmit notices,
bills,payments,and other information:
Contract Manager for City: Contract Manager for Seller:
City of Tigard Company: Integra Telecom
Attn: Nadine Robinson Attn: Brian Johnson
13125 SW Hall Blvd.,Tigard,Oregon 97223 Address: 825 NE Multnomah St,Suite 1400
Portland,OR 97232
Phone: 503-639-4171 ext.2481 Phone:503-953-7344
Fax: 503-684-7294 Fax:503-943-3183
Email Address:nadine@tigard-or.gov Email Address: bejohnson@integrateleconr.com
Contract#
SELLER AS INDEPENDENT SELLER
Seller acknowledges that for all purposes related to this Contract, Seller is and shall be deemed to be an independent Seller as defined by
ORS 670.600 and not an employee of City,shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be
solely responsible for all payments and taxes required by law. Furthermore, in the event that Seller is found by a court of Iaw or any
administrative agency to be an employee of City for any purpose,City shall be entitled to offset compensation due,or to demand repayment
of any amounts paid to Seller under the terms of this Contract,to the full extent of any benefits or other remuneration Seller receives(from
City or third party) as a result of said finding and to the full extent of any payments that City is required to make(to Seller or to a third
party)as a result of said finding.
Seller acknowledges that for all purposes related to this Contract, Seller is not an officer,employee,or agent of the City as those terms are
used in ORS 30.265.
INDEMNIFICATION
Seller shall defend, indemnify,and hold harmless City,City's officers,employees,agents,and representatives fi-om and against all liability,
claims, demands, judgments, penalties, and causes of action of any kind or character, or other costs or expenses incidental to the
investigation and defense thereof,of whatever nature,resulting from or arising out of the activities of the Seller or it's SubSellers,agents,or
employees under this contract,except,however,that the foregoing shall not apply to liability that arises out of City's negligence.
INSURANCE
Seller shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all
risks arising directly or indirectly out of Seller's activities and work hereunder.
Tile policy or policies of insurance maintained by the Seller shall provide at least the following limits and coverages;
a. Commercial General Liability Insurance
If Seller will be installing or testing the goods, or otherwise performing services on City's premises, Seller shall provide a
certificate indicating that Seller has commercial general liability insurance covering Bodily Injury and Property Damage on an
"occurrence" form(1996 ISO or equivalent). This coverage shall include Contractual Liability insurance. Coverage will include
$1,000,000 per occurrence and$2,000,000 general annual aggregate. Said insurance shall name City as an additional insured and
shall require written notice to City thirty(30) days in advance of cancellation. If Seller hires a carrier to make delivery, Seller
shall ensure that said carrier complies with this paragraph.
b. Business Automobile Liability Insurance
If Seller will be delivering the goods, Seller shall provide City a certificate indicating that Seller has business automobile liability
coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than
$1,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty(30) days in
advance of cancellation. If Seller hires a carrier to make delivery, Seller shall ensure that said carrier complies with this
paragraph.
c. Workers'Compensation Insurance
The Seller, its SubSellers, if any, and all employers providing work, labor, or materials under this Contract that are subject
employers under the Oregon Workers' Compensation Law shall comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide
Oregon workers'compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a
calendar year. Sellers who perform work without the assistance or labor of any employee need not obtain workers'compensation
coverage. All non-exempt employers shall provide Employer's Liability Insurance with coverage limits of not less than$500,000
each accident.
d. Certificates of Insurance
As evidence of the insurance coverage required by the contract,the Seller shall ftunish a Certificate of Insurance to the City. No
contract shall be effected until the required certificates have been received and approved by the City. The certificate will specify
and document all provisions within this Contract.
e. City's insurance is excess and not contributory insurance with the insurance required by this contract.
Any action or suits involving any question arising under this Contract must be brought in the appropriate court of the State of Oregon.
Contract#
COMPLETE AGREEMENT
This Contract, including the attached terms and conditions and exhibits, constitutes the entire agreement between the parties. No waiver,
consent,modification,or change of terms of this Contract shall bind either party unless in writing and signed by both parties. Such waiver,
consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no
understandings,agreements, or representations, oral or written,not specified herein regarding this Contract. Seller, by the signature of its
authorized representative,hereby acknowledges that he/she has read this Contract, understands it and agrees to be bound by its terms and
conditions.
IN WITNESS WHEREOF,City has caused this Contract to be executed by its duly authorized undersigned officer and Seller has executed
this Contract on the date hereinabove first written. ,
Clyi` G R SELLER S
By:
Authorized City Represen 14wK
tiv By: Authorized Seller Representative
Date Date
Exhibit A
CITY OF TIGARD to produce,without liability of any kind to the Buyer,proprietary items of the Seller as
STANDARD TERMS AND CONDITIONS necessary to complete the Order. The remedies and damages in this section shall be
cumulative and in addition to any other or further remedies provided at Law or in Equity,
1. Packing&Shipment. Deliveries shall be made as specified,without charge for boxing, including reasonable and necessary attorney's fees and other costs of litigation.
crating,carting or storage. Material shall be suitably packed to ensure against damage from I O.Termination. City has the right, in its sole discretion, to terminate this Agreement
weather or transportation and to secure lowest transportation costs,and in accordance with without cause or for no cause at any time by giving notice to Seller. If City terminates
the requirements of common carriers. Buyer's Order number and symbols must be plainly the contract pursuant to this section,it shall pay Seller for goods shipped by Seller prior
marked on all invoices,packages,bills of lading and shipping orders. Packing lists shall to receipt by Seller of the notice of termination. City may deduct the amount of
accompany each box or package shipment. Buyer's count or weight shall be conclusive on damages,if any,sustained by City due to any breach of contract or warranty by Seller.
shipment not accompanied by packing lists. Unless otherwise specifically agreed on the Damages for breach of contract or warranty shall be those allowed by Oregon law,
reverse side of this Agreement,all costs of packaging and shipment are included in the reasonable and necessary attorney fees,witness fees(expert and non-expert),and other
purchase price and all goods will be shipped,with all costs prepaid. Risk of loss to goods in costs of litigation at trial and on appeal.
shipment(including damage,destruction,theft,or loss)shall be bome by the Seller. Risk of I l.Assignment and Subcontracting. Seller may not assign or subcontract any of its rights or
loss shall not pass to Buyer until the goods are delivered to and checked in at the location obligations hereunder without the prior written approval of Buyer. Any unapproved
specified by Buyer in this Order. assignment shall be void. Seller shall be fully responsible for the acts or omissions of any
2. Warranty. Unless otherwise agreed in writing,Seller warrants that the products ordered will subSellers and all persons employed by them,and neither the approval by Buyer of any
conform to the specifications herein and to any drawings, samples, or other description subcontract nor anything contained herein shall be deemed to create any contractual relation
famished or adopted by Buyer. All products are warranted to be merchantable,to be of the between the subSeller and the Buyer. Buyer may assign its rights under this Order.
highest quality design,material,and workmanship and free from defect and to be fit for 12.Work on Buyer's Premises. If Seller's performance of this Order involves operations by
purpose intended. All warranties shall survive inspection or test,acceptance and payment. Seller on Buyer's premises,Seller shall(a)provide all necessary and sufficient safeguards
Warranties shall run to Buyer,its successors,assigns and customers. Warranty period shall and take all proper precautions against the occurrence of injury to any person or damage to
be(1)year from date of acceptance by Buyer. any property,and shall be responsible for and shall indemnify and hold harmless Buyer,its
3. Inspection and Acceptance. At Buyer's request,Seller shall provide a complete inspection representatives,officers,employees,and agents from any and all loss,suit,action or claim,
program;satisfactory to Buyer,for Buyer's inspection of all materials,fabricating methods, including cost and attorney's fees,by reason of injury,including death,to any person and
equipment in process work and finished products. carry public liability and property damage insurance with limits of liability of not less than
If this Order provides for inspection of the work by Buyer on site during the period of $300,000 each, unless higher limits are required by a signed purchase agreement, with
manufacture, Seller agrees to provide Buyer's inspectors with reasonable facilities and contractual liability endorsement and such insurance of employees as may be required by
assistance during such inspection. Inspection by Buyer shall not unduly delay the work, any workmen's compensation act or other law,regulation or ordinance which may apply in
Buyer may charge Seller any additional cost incurred by Buyer if the work is not ready in the premises. Such public liability and property damage insurance shall also cover the
accordance with the inspection schedule. Any inspection made or Waiver-of--Inspection- operation of Seller's vehicles used in the performance of Seller's operations. Any policy of
Notice given by Buyer will not relieve Seller from its responsibilities for delivering products insurance written in accordance with the foregoing shall be appropriately endorsed to named
and work hereunder. Buyer,it's officials,employees and agents as additional insureds,with provisions that such
Acceptance or rejection of the products shall be made up to 10 days after delivery and insurance is primary insurance with respect to their interest,and that any other insurance
inspection by Buyer except as otherwise provided herein. Failure to inspect and accept or maintained by Buyer is excess and not contributory insurance with the insurance required
reject products shall neither relieve Seller from responsibility for such products,which do hereunder,with cross-liability or severability of interest provisions,and shall further provide
not meet the requirements herein nor impose liability on Buyer therefor. that the coverage provided thereby shall not be modified or discontinued or terminated
4. Delivery. If Seller fails to meet the delivery schedule provided herein,Buyer may require except upon 30 days prior written notice to Buyer. Compliance shall be verified by
Seller to deliver the products,or any portion thereof,in any manner commercially necessary Certificate of Insurance with appropriate endorsements sent to Buyer prior to Seller
to speed delivery,all at the Seller's sole expense. Unless otherwise agreed upon in writing commencing work on Buyer's premises. Any work performed on Buyer's premises must be
by Buyer and Seller,Seller shall be required to pay the normal freight weight plus any done pursuant to all OSHA standards,all applicable State and Federal health and safety
premium rate required.Invoices covering products shipped in advance of the date specified laws, rules and regulations and all workers must be covered by workers'compensation
will not be paid until after the date specified for delivery and are subject to rejection,as insurance furnished through and paid for by Seller.
provided in this paragraph immediately below,if shipped too early. 13.Stop Work Order. Buyer may,at anytime by written order to Seller,require Seller to stop
Neither party shall be liable for delays or defaults due to strike,fire,windstorm,not,natural all,or any pan of the work called for by this Order for a period of 90 days after the written
disaster, war, civil unrest or other similar unforeseeable cause beyond the control and order is delivered to Seller,and for any further period to which the parties may agree and for
without the fault or negligence of the party incurring such delay. Seller shall notify Buyer in any other period to which the parties may have agreed or as provided in Section 4, 10,
writing of the existence of such cause within five(5)days after the commencement of the and/or 11. Within the period of 90 days or less or within any extension of that period,Buyer
delay or default giving pertinent information concerning such cause. No delivery shall be shall either: (a)cancel the "Stop Work Order" and direct Seller to resume work;or(b)
made more than seven(7)days prior to the applicable delivery date,and Buyer shall have terminate the work covered by this Order. If Buyer orders Seller to resume work,Seller
the right to return earlier deliveries at Seller's risk and expense or charge to Seller any shall be entitled to any equitable adjustment pursuant to Section 8 provided a claim for such
additional costs sustained because of the same. an adjustment shall be submitted by Seller within 30 days after the end of the period of work
5. Buyer-Fumished Materials. Seller shall assume all risk of loss of any material furnished by stoppage.
Buyer to Seller for use in performance of this Order. 14.Payment. Payment date and cash discount period shall be calculated from the date of
6. Taxes. Seller shall not invoice Buyer for any taxes nor include in Sellers price any federal Buyers receipt of an acceptable invoice and Buyer's acceptance of the products and
excise,state,or city tax or any other tax,unless Seller has first asked Buyer for Buyer's tar supporting documentation at destination.
exemption number and it has been agreed upon between both parties that Buyer is not 15.lnfonnation/Data Unless otherwise agreed in writing any designs,drawings,specifications,
exempt from the tax, or other manufacturing information furnished by Buyer to Seller shall be confidential to
7. Changes. Buyer may,by written order,make changes including changes in drawings or Buyer and is furnished solely for die performance of this Order. All copies of such
specifications. Buyer will equitably adjust any difference in cost or time for performance information shall be returned to Buyer upon completion of the Order. Any designs,
resulting from such change and the Order modified in writing accordingly. ANY CLAIM drawings,specifications,or other manufacturing information delivered by Seller to Buyer
BY SELLER UNDER THIS CLAUSE MUST BE ASSERTED IN WRITING WITHIN may be used for any purpose whatsoever. The foregoing shall apply notwithstanding the
30 DAYS FROM THE DATE OF SELLER'S RECEIPT OF THE CHANGE ORDER OR presence or absence of any contrary legend or statement on any of such information.All
THE CLAIM WILL NOT BE ALLOWED. business and governmental information materials containing business and governmental
In the event that Buyer proposes any change prior to making such change by written order information provided by Buyer to Seller shall be treated as confidential.
and such change will have an effect on the warranty of the products procured by this Order, 16.Compliance with Laws and Regulations. Seller warrants that all products,goods,or work
Seller shall notify Buyer in writing of such effect within 10 days of receipt of such proposal. delivered and performed shall comply with all applicable Federal,State or Local Laws or
8. Advertising Seller shall not,without the written consent of Buyer,in any manner advertise Regulations including without limitation The Occupational Safety and Heath Act(29 USC.
or publish the fact that Seller has furnished or contracted to famish to Buyer the products Chapter 15);Federal Hazardous Material Transportation Act(49 USC.Chapter 27);Equal
herein. Employment Opportunity; E.O. 11246 and 41 CFR Sections 60-1.4 and 60-1.7;
9. Cancellation for Cause. Buyer may cancel all or any part of the undelivered portion of this Employment of the Handicapped E.O. 11758 and 41 CFR Section 60-7414;Utilization of
Order if Seller breaches any of the terns hereof or in the event of any of the following: Minority Enterprises E.O. 11625 and 41 CFR Subpart 1-1.13; Age Discrimination E.O.
Insolvency of Seller,a voluntary or involuntary petition in bankruptcy for,by or against 11141,Employment of Veterans E.O. 11701 and 41 CFR Section 50-250.4 and all rules,
Seller;the appointment of a receiver or trustee for Seller,or an assignment for the benefit of regulations and amendments issued pursuant to the foregoing.
creditors by Seller or if Buyer has reasonable cause to believe Seller will become insolvent, Seller shall indemnity Buyer, its officers, employees and agents against any damages,
file for bankruptcy,go out of business or that the products being shipped may be subject to penalties,costs or expenses incurred in connection with any alleged violation of any Federal,
lien,claim or attachment by a creditor of Seller. Any such cancellation under this section State or Local Law or regulating the manufacture or sale to the Buyer of any Item covered
shall be cancellation for cause and in the event of such cancellation,Buyer shall have the by this Order.
fight to complete,or cause to have completed,this Order including the fight to cause Seller
Exhibit A
17.Patents, Copyrights, Trademarks. Seller warrants that no products will be furnished 27.Conditions of Supplying a Public Agency. Where applicable,seller must make payment
hereunder,which infringe or contribute to the infringement of any letters patent,copyright or promptly as due to persons supplying Seller labor or materials for the execution of the work
trademark. Seller agrees to immediately replace at its sole cost any products fumished provided by this order. Seller must pay all contributions or amounts due from Seller to the
hereunder which infringe or contribute to the infringement of any letters patent,copyright or Industrial Accident Fund incurred in the performance of this order. Seller shall not permit
trademark or to take all steps necessary at Seller's sole expense to remove such infringement. any lien or claim to be filed or prosecuted against Buyer or any subdivision of Buyer on
Seller will indemnify and hold harmless Buyer,its representatives,officers,employees and account of any labor or material to be famished. Seller further agrees to pay to the
agents from and against any and all costs,royalties,damages and/or expenses which may Department of Revenue all sums withheld from employees pursuant to ORS 316.167.
arise out of or result from, or be reasonably incurred in contesting any claims that the 28.Payment of Claims by Public Officers. In the event that Seller fails,neglects or refuses to
methods, processes or acts by the Seller or its employees or the products furnished make prompt payment of any claim for labor or services furnished to Seller or a subSeller of
hereunder,infringes or contributes to the infringement of any letters,patent,copyright or Seller by any person in connection with the performance of this order when such claim
trademark. becomes due,then the proper officer or officers representing the Buyer hereunder may pay
18.Waiver. The failure of Buyer to enforce at any time any of the provisions of this Order or to such claim to the person furnishing the labor or services and charge the amount of the
exercise any option herein provided, shall not be a present or future waiver of such payment against the fiords due or to become due to the Seller by reason of this order. The
provisions,nor in any way affect the validity of this Order or any part hereof,or the right payment of a claim in the manner authorized by this provision shall not relieve the Seller or
thereafter to enforce each and every such provision. The express waiver(whether one(1)or any of the Seller's surety from obligations with respect to any unpaid claims.
more times)of any provision,condition or requirement shall not constitute a waiver of any 29. Health Care Benefits for Seller's Employees. If this order involves public service,then
future obligation to comply with such provision,condition or requirement. Seller must provide health care benefits to all employees who are performing services
19.Indgpendent Seller. Seller is an independent Seller and persons employed by Seller shall be previously performed by public employees performing similar duties under this order.
employees of Seller and not employees of Buyer. 30.Hours of Labor. If labor is performed under this order,then no person shall be employed
20.Complete Agreement. The Purchase Agreement and any referenced attachments constitute for more than eight(8)hours in any one day,or forty(40)hours in any one week,except in
the complete agreement between the parties. Except as otherwise provided herein, it is cases of necessity,or emergency or where the public policy absolutely requires it,and in
subject to change only by an instrument signed in writing by both parties. such cases,except cases of contracts for personal services as defined in ORS 279A.055,the
21.Accentance by Performance. If Seller fails provide to Buyer with a signed copy of this labor shall be paid at least time and a half for all overtime in excess of eight(8)hours a day
order,but delivers product or performs the services specified in this agreement,then Seller and for all work performed on Saturday and on any legal holidays as specified in ORS
agrees that the Seller shall be deemed to have accepted the terms and conditions of this 279C.540.In cases of contracts for personal services as defined in ORS 279A.055,any labor
order,as provided on both the front and this reverse side of the order. Buyer must agree any shall be paid at least time and a half for all hours worked in excess of forty(40)hours in any
changes or modifications to this order by Seller to,in writing,or they shall not be deemed one week,except for those individuals excluded under ORS 653.010 to 653.260 or under 29
accepted by Buyer and if the Seller delivers the products nonetheless,then the original terms USC SS 201-209.
and conditions of this order shall govem. 31.Medical Care and Workers'Compensation. Seller shall promptly,as due,make payment to
22.Mandatory Mediation and Binding Arbitration. If there is a dispute concerning any of the any person, co-partnership, association or corporation, fumishing medical, surgical and
terms,conditions or the performance of this order,then it is hereby agreed by both Buyer hospital care or other needed care and attention incident to sickness or injury, to the
and Seller that the dispute shall be submitted first to non-binding mediation,to be performed employees of such Seller,of all sums which the Seller agrees to pay for such services and all
by a sole mediator to be agreed upon between Buyer and Seller. If a mediator cannot be moneys and sums which the Seller collected or deducted from the wages of the employees
agreed upon,then the parties agree that any Circuit Court judge for the State of Oregon, pursuant to any law, Seller agreement for the purpose of providing or paying for such
County of Washington,shall be authorized to appoint a mediator for the parties. service.
Should the parties fail to reach an agreement through mediation,then the parties shall submit
to binding arbitration,which shall be governed by the rules of the Arbitration Service of
Portland, and shall be conducted within Washington County. The arbitration shall be
conducted by a single arbitrator chosen by mutual agreement of the parties. If the parties are
unable to agree on an arbitrator,the parties shall ask the Presiding Judge of the Circuit Court
for Washington County to select the arbitrator. If the arbitrator determines that one party is
the prevailing party,then the losing party shall be required to pay all fees and costs of the
arbitration. On the other hand, if the arbitrator determines that neither party is to be
considered the prevailing party,then the fees and costs of the arbitration shall be divided
equally between the parties. The parties knowingly and voluntarily waive their rights to
have their dispute tried and adjudicated by a judge or jury. In the event a party fails to
proceed with arbitration,unsuccessfully challenges the arbitrator's award,or fails to comply
with the arbitrator's award, then the other party shall be entitled to costs, including
reasonable attorney fees,for having to compel arbitration or defend or enforce the award.
The parties agree to defend the arbitrator and any individual engaged in the administration of
an arbitration proceeding from any subpoenas or claims from third parties arising out of this
order or the arbitration.
23.Jurisdiction and Attorney Fees. This order shall be governed and construed according to the
laws of the State of Oregon. If a dispute shall arise under this order necessitating the
services of an attorney,then the prevailing party shall be entitled to collect from the losing
party all of its/his/her reasonable costs and attorney fees,either in arbitration(if awarded by
the arbitrator as provided above),or by a court before which any matter concerning this
order may be heard,both at trial and on appeal.
24.Neural Intmretation. This order constitutes the product of negotiations between the parties
hereto. Any enforcement hereof will be interpreted in a neutral manner and not more
strongly for or against any party based upon the source of draftsmanship.
25.Severability. Nothing contained herein shall be construed to require the commission of any
act contrary to law,and wherever there is any conflict between the provisions contained
herein and any present or future statute,law,ordinance or regulation contrary to which to the
parties have no legal right to contract, the latter shall prevail. The provision of this
Agreement,which is affected,shall be curtailed and limited only to the extent necessary to
bring it within the requirement of the law.
26. Calculation of Time. All periods of time referred to herein shall include Saturdays,
Sundays,and legal holidays in the State of Oregon,except that if the last day of any period
falls on any Saturday,Sunday or such holiday,then that period shall be extended to include
the next day which is not a Saturday,Sunday or holiday.
Notice. Any notice required or pemmitted to be given by either party to the other shall be
deemed to have been given when sent via telecopy,overnight air courier,or deposited in the
United States mail certified, return receipt requested, with first class postage prepaid,
addressed as indicated on the front of this order,or addressed to either party at such other
address as such party shall hereafter fimmish to the other party in writing. Notice shall also be
considered effective upon delivery if personally delivered.
'0007
(in" a
TELECOM
AMAC Purchase Agreement
COMPANY: City of Tigard,OR. PREPARED BY: Brian Johnson
CONTACT: Louis Sears EMAIL: bejohnson@integratelecom.com
DATE PREPARED: March 18,2010 PHONE: (503)953-7344
SYSTEM TYPE: AVST CallXpress 8 FAX: (503)943-3183
QTY DESCRIPTION Unit Price Extn'd Price
1 CallXpress 8 System Software- 12 Ports/50 UM/50 PA/1 Call Server $8,870.40 $8,870.40
12 1 Speech resource(ASR and TTS)License(add additional ports up to 384 $700.00 $8,400.00
Speech resources,includes 1 TTS language)
1 D/120JCT-LS- 12 Port Analog PCIe Voice Interface Card $3,087.00 $3,087.00
1 E-2000R3 Server for CallXpress 8(Mid-Tower,W2k3 Telecom Server,2.13 $2,744.00 $2,744.00
GHz Intel Core2Duo,2GB RAM,DVD-ROM/CD-RW,(2)250 GB SATA
HDD RAID 1,Dual GB NIC)
1 X resscare Software Warrant -CallXpress License- 1 year $1,125.00 $1,125.00
12 X resscare Software Warrant -Speech License- I year(per resource) $280.00 $3,360.00
I ScheduleX ress 1,960.00 $1,960.00
.- ----------:
MATERIAL COST $29,546.40
--------------
Compass Customer#;--- 2131058------- ; LABOR COST $4,160.00
-------------- -
Compass Incident#:--
------ ------ 5-------s
TOTAL PRICE (Plus applicable Sales Tax) $33,706.40
Summary of Work
Configure, install, and test CallXpress Speech Server. Use CallXpress as front-end Speech-enabled Auto Attendant and
leave existing NEC NEAXMail AD-64 in place for voice messaging for all users. Train customer administrators on
CallXpress set-up and maintenance.
Labor will be billed at current hourly rate unless otherwise noted.
By signing below, CUSTOMER agrees to all terms and conditions of PURCHASE AGREEMENT.
Name Title Dat el
City of Tigard, OR.
Name Title Date
Integra Telecom Inc.
Integra Telecom Confidential v4.20 3/18/2010 Page 1 of 2
INTEGRA TELECOM
MAC AGREEMENT TERMS AND CONDITIONS
(1) INSTALLATION. INTEGRA TELECOM,INC.("INTEGRA TELECOM")will install the equipment listed on the MAC Purchase Agreement(the Equipment)
at the Customer's premises pursuant to the terms and conditions of sale and installation in these MAC Agreement Terms and Conditions. The Customer will obtain the
consent of its landlord or building owner to install the Equipment and any other necessary approvals and permits and will pay the charge therefore. The Installation
Date,as the term is used herein,shall be the date upon which the Equipment is first installed and available for use by the Customer.
(2)WARRANTY. Subject to the provisions of this paragraph,INTEGRA TELECOM warranties that the Equipment and its installation will be free from defects in
material and workmanship.The term of this warranty shall be a period of one year from the Installation Date.In the event that a Customer is covered by a Guardian
Warranty and Installation Agreement,the warranty period under these MAC Agreement Terms and Conditions shall be coterminous with the Guardian Warranty and
Installation Agreement warranty period,but shall in no case be less than 12 months. In no event will Customer will double-recover for a defect in equipment or
installation under the Terms and Conditions of both the MAC Agreement Terms and Conditions and the Guardian Warranty and Installation Agreement. If defects
appear within the applicable warranty period,INTEGRA TELECOM will have the option of repairing or replacing the Equipment at its expense. Such repair or
replacement shall be Customer's exclusive remedy for breach of warranty. This warranty does not extend to any Equipment which has been:
a)subject to misuse,neglect,accident,fire or other casualty
b)wired,installed,repaired or altered by anyone other than INTEGRA TELECOM
c)moved from its original location or no longer owned and used by the Customer named herein;or
d)previously excluded from coverage under the original Guardian Warranty and Installation Agreement.
(3)LIMITATION OF LIABILITY. Except as specifically provided in these MAC Agreement Terms and Conditions and the Terms and Conditions of a Guardian
Warranty and Installation Agreement,if applicable,there are no other warranties regarding the sale or installation of the Equipment,express or implied,including but
not limited to,any implied warranties of merchantability or fitness for a particular purpose. In no event shall INTEGRA TELECOM be liable for loss of profits,
benefits,indirect,consequential or similar damages even if INTEGRA TELECOM has been advised of the possibility of such damages. INTEGRA TELECOM's
liability for any and all monetary damages is limited to an amount not to exceed the total Purchase Price for the Equipment in question regardless of the form in which
any legal or equitable action may be brought against INTEGRA TELECOM.
No action,regardless of form,arising out of this transaction under this Agreement may be brought by either party more than one year after the cause of action has
occurred;except that an action for non-payment may be brought within one year after the date of the last payment.
(4)SECURITY INTEREST: RISK OF LOSS. INTEGRA TELECOM reserves a purchase money security interest in the Equipment covered by this Agreement in
the amount of the unpaid balance of the purchase price of the Equipment(Purchase Price)until payment in full of the Purchase Price in accordance with the terms and
conditions set forth in this Agreement. A financing statement may be filed with the appropriate public authorities and the Customer agrees to sign any forms presented
to it by INTEGRA TELECOM at any time to protect INTEGRA TELECOM's security interest. INTEGRA TELECOM shall bear the risk of loss or damage to the
Equipment while at the Premises until the Installation Date except for loss or damage caused by the Customer's negligence,or from improper storage of the Equipment
or storage in areas accessible to unauthorized persons. After the Installation Date,all risk of loss or damage to the Equipment shall be borne by the Customer.
(5)DEFAULT. If the Customer breaches any provision of these MAC Agreement Terms and Conditions,including,without limitation,its payment obligations,the
Customer shall be in default hereunder and all unpaid amounts of the Purchase Price shall,at INTEGRA TELECOM'S option,become immediately due and payable.
INTEGRA TELECOM shall then have all rights and remedies of a secured party under the Uniform Commercial Code and any other applicable laws. INTEGRA
TELECOM shall be entitled to recover reasonable attorney's fees and costs of collection associated with enforcing its rights hereunder. INTEGRA TELECOM may
charge interest on overdue amounts at the rate of 1.5%per month,but not in excess of the highest rate permitted by haw.
(6)UNCONTROLLABLE CIRCUMSTANCES. If the performance of any part of these MAC Agreement Terms and Conditions by INTEGRA TELECOM is
prevented,hindered,delayed or otherwise made impractical by reason of any flood,riot,fire,strike,explosion,war,or any other cause beyond the control of
INTEGRA TELECOM,INTEGRA TELECOM shall be excused from such performance to the extent that it is prevented,hindered or delayed by such causes. All
delivery and installation dates are approximate,and INTEGRA TELECOM shall under no circumstances be liable for damages--special,incidental or consequential--
resulting from delays in delivery or installation.
(7)MISCELLANEOUS. These MAC Agreement Terms and Conditions are tendered to the Customer for execution by it but shall not be binding upon INTEGRA
TELECOM until accepted in writing by a manager or a corporate officer of INTEGRA TELECOM. Deposit or other acceptance of the payment tendered herewith
shall not constitute acceptance of this agreement. The Customer's offer made hereby shall be irrevocable for a period of 30 days from the Customer's execution hereof.
These MAC Agreement Terms and Conditions and the Terms and Conditions of a Guardian Warranty and Installation Agreement,if applicable,constitute the entire
agreement between the parties relative to the sale and installation of the Equipment and supersede all prior negotiations and statements. This Agreement may not be
amended or supplemented except by an instrument in writing executed by both parties. In the case of INTEGRA TELECOM,such execution must be by a manager or
a corporate officer.This Agreement shall be governed by and construed in accordance with the laws of the state in which it was signed. If any provision of this
Agreement shall be held to be invalid,illegal or unenforceable,the validity,legality or enforceability of the remaining provisions shall in no way be affected or
impaired.
INTEGRA TELECOM and Customer each represent that they have the power and authority to enter into this Agreement and that the same constitutes a valid and
binding obligation of each party.
The Customer understands that the Purchase Price does not include the use of Teflon cable or conduit. Any use of Teflon cable or conduit would result in additional
cost added to the Purchase Price.
(8)LEASE/FINANCE. If"Lease/Finance"is checked on the front of this Agreement,INTEGRA TELECOM will endeavor to make leasing or financing
arrangements on the terms specified. The Customer will supply financial information and will execute the leasing or financing company's standard documents. Even
if the Equipment is leased or financed,the warranty shall run to the Customer. In the event the Customer elects to have INTEGRA TELECOM begin installation
before lease or financing arrangements have been finalized,if such arrangements cannot be obtained,Customer agrees to pay INTEGRA TELECOM in full in
accordance with the cash Purchase Price on the front of this Agreement.
(9)CREDIT. INTEGRA TELECOM is authorized to investigate or appoint an agent to investigate Customer's credit standing.
(10)TAXES. Unless otherwise provided,Customer will be liable for the payment of all taxes associated with the purchase and installation of the Equipment.
Integra Telecom Confidential v4.20 3/18/2010 Page 2 of 2
Exhibit„
SPECIFICATIONS
SCOPE OF WORK
Integra Telecom will provide the necessary software and services to configure, install and test the AVST
CallXpress 8 voice recognition enabled auto attendant and ensure its compatibility and successful integration with
the City's existing NEC phone system. At the time of installation the CallXpress system will have employee names,
city programs and city departments pre-loaded so the accuracy of the voice recognition can be tested by City staff.
Integra Telecom staff will make changes in the system as requested by the City's system administrators. The
acceptance period will extend 45 business days from the date the system is live to the public during which time
Integra Telecom staff will successfully assist the City in modifying the system to ensure that the voice recognition
and auto attendant components serve their intended purposes. During the acceptance period there will be no
additional expense to the City for the modifications.
Additionally Integra Telecom will provide training on set-up and maintenance to the system administrators so the
City has the expertise to set-up new users including departments and divisions,delete City programs and users,
make system changes to enable the voice recognition system to recognize a wider range of names, update the
ScheduleXpress component to reflect time sensitive messages and the process to disable and then enable the auto
attendant software.
UNIT PRICING OF GOODS
It is expressly understood that not all items listed here in Exhibit B will be needed. CITY shall have complete
discretion to select only those goods or services needed at any time. All prices are in U.S.dollars.
ITEM UNIT PRICE QTY COMMENTS
AVST CallXpress 8
See the attached AMAC Purchase
Agreement
DELIVERY
Delivery Dates,Times,and Location: Delivery and installation will take place at Tigard City Hall on
Monday, May 3,2010. Projected date for the auto attendant to be live to the public is Monday, May 17,2010.
Requirements:
Nadine Robinson
From: Johnson, Brian E. [bejohnson@integratelecom.com]
Sent: Thursday, April 08, 2010 11:04 AM
To: Nadine Robinson
Subject: signed Contract
Attachments: CaIlXpress Contract Integra signed 4-8-10.pdf
Hello Nadine,
Here is the signed Contract. The job packet is going to Operations today.
By waiting until after the first of April to get this done I am able to use a promotion from AVST that will entitle you to
free Online System Administration Training and some free additional software that we will be able to use at a later date
when we begin to use the CaIlXpress for voice messaging for your users.
Thanks again for pushing this through and we look forward to getting started.
tntqgra-
TELECOM
Brian Johnson I Business Technology Solutions
direct 503.953.7344 1 fax 503.943.3183
825 NE Multnomah St. E Suite 1400 1 Portland, OR. 97232.
I
City of Tigard PURCHASE ORDER NO.
,1 13125 SW Hall Blvd. This order number must Show on
all invoices,packing lists,etc. P 12 2 91
® Tigard, OR 97223
503-639-4171
VENDOR ID: V000387 DELIVERTO: City Hall - Finance Department
VENDOR: Integra Telecom Holdings Inc 13125 SW Hall Blvd
825 NE Multnomah Street TIGARD, OR 97223
Suite 1400
PORTLAND, OR 97232
TELEPHONE#: (503) 953-7344 SEND INVOICE TO: City Hall - Accounts Payable
FAX#: (503) 974-3318 13125 SW Hall Blvd
EMAIL: TIGARD, OR 97223
F O B City of Tigard unless otherwise specified
ORDER DATE TERMS SHIPPING METHOD DELIVER BY ORDER REFERENCE REQUESTED BY REQ#
04/26/10 Anita Clark R13006
QUANTITY UNIT DESCRIPTION UNIT PRICE EXTENDED PRICE
1 Call Xpress Automated Attendant 33,706.40 33, 706 .40
' ® 33,706.40
_ DISCOUNT 0.00
AUTHORI P CHASIN 6 ACE—N—T
� ! TAX 0.00
'• TOTAL:, 33, 706.40
DATE ISSUED
r i docs
m.
CITY OF TIGARD
CONTRACT SUMMARY FORM
(THIS MUSTACCOMPANYEACH CONTRACT BEFOREAUTHORIZATIONSIGNATURE CANBEACQUIRED)
Title of Contract: CallX ress Automated Attendant Contract#: (Assigned after execution
Contractor: Integra Telecom I Total: $ Over life of contract
Brief Overview: Purchase and installation of automated attendant software with voice recognition
capabilities. Training on maintenance of system..
Changes Made To
Boilerplate Contract:
T e of Contract PurchaseA `reemeritso Q;Personal;'Service,:==;-<--`';;`❑Construction ❑ Other
Start Date: 4/12/10 max: End`Da e 06%30/10 LC"Award Date:
Contract Mana er:Nadine Robinson Extension 481> ' De ai-tiiient:Administration
Quotes/Bids/Proposals: t- CIYIPANY `; AMOUNT / SCORE
Quotes,requested from- :f'iye,ve'ndors but only '
res-'onse,was,from Integra-Telecom
z 'AMMMIP
Department Comments:
De artment Si ature Date: 3-" U
Purchasing Comments:
Purchasing Signature: Date:
Administration: Date:
Certificate of Insurance Received? ❑ Yes ❑ No ❑ Self-Insured (Form Received
Business Tax Current? ❑ Yes ❑ No Contractor License Current? ❑ Yes ❑ No
Federal TIN/1099 #: Bonds Required: ❑ Yes ❑ No
Accounting String: Fund Division Account Total
I>3: .7W, -'i
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