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Home My WebLink AboutISI TELEMANAGEMENT SOLUTIONS INC r JUL 31 2007 8:17PM HP LASERJET 3200 ,p.3 JJl ... . TtLECOMPROmo~snYJCE-tMEIft THIS AGREEMENT C'Agreement") is t.mteredinto on thiS 31 s+ day of~ I Lt Iv . :Z007, (tbe''Effective Date'-> by and between ISI TelemllIlllgement Solution...... Inc. ("ISI")~llIld City of A1.1~ GA ("Co~), located in Augusta. GA, apolitical subdiVision Oftbe State of Georgia, with its place of business at 530 Greene Street, Augusta, GA 30911. ("Company!'). This contract will operate in uc:cordance with 1St's response to Augusta" GA RFP# of>6-197A. In cas'e of conflict between the final RFP response and this contract, this contract shall supersede all previous or contemporancousnegotiations, commitments, llIld writings with respect to matters set forth herein. It may oroybe modified in writing and must be signed by authorized representatives of both parties. In consideration of the mutt411 covenants and agreemcnts contained herein, and for other good and valuable consideration, the receipt amhufficiency of which is hereby acknowledge-,I, tbepames agree as follows: 1. Services. Subject to the tellTlS described herein. ISI will perform T~lecotnPto'[1t Optimizer services(the "Services") as follows: a) IS1 will evaluate a broad rllIlge .of communication areasfor opportunities to reduce costs. . Thescopcofthe evaluation will benpprovr.d by the Company in writing prior to commencing tbeproJect (the "Agreed-:l1ponScopc of Work"). b) ISl will issue reports identifying infOIlllAtion needs and action steps. documenting billing error claims, detailing on-going cost savings opportunities, nnd rcconunending approaches for optimizing expellses, workflow, reporting, inventory controls, . and vendor mllIUlgernent. e) ISI will implement cost saving recol1llllendlltions approved by Company, including working with company's vendors. ' 2. Companv Oblil!ntions. Company shall provide to ISI,in a timely manner, Company data or infoTIUIlUon rcasQnnbly . necessary for ISI toperforlll the Services. Company will execute all authorizations that are necessary for ISI to negotiate with vell-dors. Company wiU~\liew and approve ISI recommendations in a timely tnanner. 3. Fees: Subject to the Risk-Free Gwmml.ee in Section 4, Company shall pay ISI for the Services as fullows: a. A retainer fee for data collection, iU1alysisand initial assessment of $1,500 (the "Up front Fee") is waived. -X. Option 1; Twen~/.fi\l6 percent (25%) of V endor Credits and Estimated Annual Cost Savings (12 months) for the year following implementation, payable upon i!llPlementation ofrecommendatioos. Valid onlyunlil August 31, 2007. ~. Option 2: Twenty-five percent (2.5%) ot Vendor Credits, payable uponimplcmentation, and twenty-eight percent (28%) of Estimated Annual Cost Savings. payable in 3 equal monthly installments with thefirstinst.allment paymetlt due upon implementation of recommendations. VlIlidonly through until AUg!JSt 31, 2007. , b. Air, 1rllve~ hotel or related expenses approved in adVllIlce and agreed to in writing by Company are not to exceed S250.00 per day. Other reasonElble and custo~lIryexpenses (e.g.:, parking, shipping, etc.) incurred by ISl willbe hilled at cost c. Fees for Traffic Analy!:is (for a 30 day period) or an on-site DEMARClWiring Survey and Analysis will be quoted on aper location ,basis. These fees will h<: pllyable in the month following the use oJfsuch serVices. d. IfCompJUlY disapproves any ofISl's'fecommcndationSaud, within one year thereafter, implcments sucb recommendation(s), Company shall notify ISI and ISl shall 'be entitled to btJ paid llpon implementation of the recommendation. 4. ~uarnntees. ISI offers the following Risk- F~e GUllfantee on the Services - if, duriDgtbo 12.month period following the imple11l~.r~1a.tion afISI's recommended.chango5 (the "Guaranteo Period"), Company's accumulated savings and vendor credits for the Services do not exceed the tJpftont Fee and all subsequent arnountspaid {(lr,that Service. IS1 will refund the difference to Company upon written noticcmd supporting documentation 'by Company. This Guaranteeisco13ditioned upon: (i) Company timely pro\idingto ISIany requested billing and other data and information relating to the Guarantee Period; and (ii) Company approving and implel11eDting all cbangllsrecommended by ISI during the Te:nn and the GU1!J1Ultee Period. s. ~~)Dndentiallty. ISI will regard all information and documentatiollobtained. dl1lingthe course oftheSCIVieesas privileged and confideDtiaL 6. ODen. Recor~s. Company acknowledges that this Agreementand certain documentation nmyb&subject to the Georgia Opera Records Act (O.C.G.A. ~ SO-18.70, et seq.) 1St shall COQperate fully in responding to such request and shall make ll11records, not exempt, available for inspection and copying as required by law. ISI shall clearly mark any information provided to , Company which ISI contends is Proprietary or'COnfidentillllnformation. Proprietary or C~a1inf()rmation. ofISI is to be protected from public relc:1lSC if at all possible. IS[ shall notify Company immediately of any Open Records request arising out oftbis contract and shaD provide to Compnny a cOpy of any response to the same. 7. Force Maieure. 1'.Jei$er party to this Agreement shall be liable to the, other party hereto for loss or damage arisiJ1g out of lUIY delay or failure by such party in performing its obligations hercl.II!der, ifsuch (Ielayor fililure was the unavoidable consequence of aIUltlij.'al disaster, exercise of governmental power,strike or otber labor disturbance, war, revolution, embargo, inswrection, operation of military forces, or other event or condition beyond tIle control oOuch party; provided that such party f---- ! [. JUL 31 2007 8:17PM HP LASERJET 3200 p.4 notliies ,the other party of its inability to perform and the rCa$onstherd"ore, witll reasonable promptness; end performs its obn~ations~der es soon as c:ircumstancespemrlt. Each oithe partiesbereto agrees to give notice forthwith to the other upon becoming aware ofanEvcnt of Force MajeQl'e such notice to .contain detB1ils {)f the circumstances giving rise to the Event ofFprce Majeure. If a defuult due to IU1 Event of Force Majeure sha.llcontinueJor tnOre than three (3) months, the party ootin default shall beentiUed to terminate this Agreement as a result ofan Event off'orce Majeure. . 8. goyernjn~ Law and Venue. T'hlsAgreementshall be governed by andconstmed in<llccordanee with the laws ofth~ State of' Georgia. All clairils. disputes and otbermattersin question between Company and ISI arising out of, or relating to, this Agreement, or the breach thereof, shall be qecid6d in the Superior' Court of Richmond County. Geol];ia. ISI,by executio.gthls Agreement, specifically consents to venue andjurisdictioll in Richmond County, Georgia andwaivesanyrighHo contest jurisdictionllrid venue in said.Court. . 9. Entire Agreement. a. This Agreement and its Attachments contain the entire understanding and agreementbetween the parties respecting 1he subject mnttl:rhereof. This Agreement may not be suppl~mented, tl1odified, amended, released. or discharged except by 1l11instnunent in writing signed by eacn,party's dttlyal,lthorized representative. 'this AgreEllDent fl11lY not be modified by acceptance of a purchase ord,cr With conflicting terms; in.: such an event the terms of1his Agreement shall control. . b. No delay orfuiIute in exercising. any right hereunder and no partinlor single exercise thereofshallbe deemed to COnstitute 11 Waiver of such right or any other rights hereunder. No consent toa brench of any express or implied !eM of this Agreement shall constitute consent to any prior or subsequent breach. ffany provi~ion hereofis declared Invn~d by II court or competent jurisdiction, such provisiOn sballbe ineffective only to the extent of such invalidity, so that theremalnder of that provision and all remaining provisions ofthisAgreement shall be valid and enforceable to the fullest extent permitted by applicable law. All notices required to be given hereunder shali be given in writing and shall be delivered either by hand, by certified mail with proper postage affixed thereto, by overnight e:<press delivery (guarantying<next business morning delivery), or by fu,csimil.e (with col1finnation copy sent by registered mail)adciressed to the signatory at the llddresssetforth in Section to, or s)lch other person and address as may be designated from time to time in writing. An suchcommunicauons ." Shall be dccmedreceived by the other party upon actual delivery. No modifications, additions. or amencIinents to this Agreement shall be effective unless made in writing and 'sigrued by duly authorized rl;lpres~ntatives of the ' parties. 10. Notices. All notices hereunder shall be in writing. and shall be duly given if df!nveredpersonally or sent by registered or certified mni~ retul:11teceipt requested, postage prepaid, to the respective adrll'l:sses of the parties appearirig on page one of this Agreement. Any notice g.iven: shall be deemed to have been received on the datc,wl:lich itis. delivered if delivered personally I or, ifmailed, on the fifth b\1Siness day n~ foUowingthemailing thereof: Bither party may change its addrcss for notices by giving notice of such change as required in this Section 10. TIle originals to: IT Director ~30GreeneStteet, A~lOl Augusta, GA 30911 ATIN: Tam~ Allen Title: IT Director Telephone: 706.821.2522 Fax Number: 706.821.2530 Copies to: City Administrator 530 Greene Street, Room8(H Augusta, GA 30911 A1'TN: FredltllBsell Title: City Administrator Telephone: 706.821.2400 IT Assistant Director '530 Greene Street, A..Wl Augusta. GA 30911 ATI'N: Gary Hewett Title: IT As$istant Dir~ Telephone: 706.821.2525 FIlX Number: 706.821.2530 .-..-,.....- .-.-~.'---_._-- ... . -,__., .__. ____ ,,_. __.,__._. _:u JUL 31 2007 8:18PM HP LASERJET3200 p.5 r This Agreement shall commence ontheeti'ective. date and shall expire upon thirty (3Il) dayswrittennotitel>yeilherparty. Intbe event or canceUation or tennil1lltion. Company agrees to pay ISIall fees due prior to e1ijli.t'ati()1'1Qr teIlnination date. In the ~Iy event that ISl b~hes this Agreement, ISJ's liability for such brC$Ch.shall be limited to those fees that have been paid to lSI by Company hereunder withinthe twelve (12) month peril>d prior to the breach. IN WITNESS WHEREOF, this Agreement has been read, und~tood, and signed by dIlly authorize.d officials of ISl llnd Company. ' ACCEPTED: ISI TELEMANA By: :l\-Y SOLu)'rONS, me. Name: Title: ""', ~2007 COMPANY: CD'Y OF AUGUSTA &1r:': ~~.r ::: ~ ._~ I ~. By: Lena Bonner Title: Clerk of Cotnrnission Date: ..,llAly 3' .20P7 - _0___' _. -_.- -.,-.--. .-....-- JUL 31 2007 8:17PM HP LASERJET 3200 p.2 Office 0fThe AdmiaisttafOr T41l'IebAlIm, IatErim DCfUl1 Ad~ RQbertl.mrm:, InJerim Dep~ MmtnistJ'ntDr RocHn. $OJ. -Munrclp.l8ldldtll& S30GmneStr'Ht-AUGUSTA, GA. iJ0911 (70i'i) 1121.2400. ~ (70"821-.251' www.aagust:ag:J.gav Jl,Ily 10, 2007 Mr. Gary Hewstt Assiatant Director ..Informatlon TechnOlOgy 530 GreenaStr'eet Augusta, GA3OQ1 U Pear Gary: The Augus~.Rlchm()OcI COl,l1ty Commission, ~t their regular meeting held on Tuesday, July 10, 2007, ~Proved 1he sEJI~On of lSl T$lemanagement SoIUtlOI'l&, Inc. for RFP itam #OS.197A, T elecommunlcatlol'ls Audit of Telecommunlcatlon$ InvolOlng. If yoUhava any questions,plaase contact me. ~h~V1Q ~~ Interim oep,uty Admlnl$1tator ~: Ms. DOnna Williams Ms.GerI S'9ms 07-10-07: t#33