HomeMy WebLinkAboutLOGICALIS INTEGRATION SOLUTIONS MASTER AGREEMENT
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MASTER AGREEMENT
PROFESSIONAL SERVICES, MANAGED SERVICES AND PRODUCTS
This MASTER AGREEMENT is entered into as of May 27, 2008 (the "Effective Date")
between Logicalis, Inc., a New York Corporation with offices at 1750 S. Telegraph
Rd., Suite 300, Bloomfield Hills, Michigan 48302 ("LOGICALIS") and Augusta, GA a
political subdivision of the State of Georgia ("CUSTOMER") having a place of
business at 530 Greene Street, Augusta, GA U.S.A., 30901
RECITALS
LOGICALIS is a company specializing in the provIsion of IT Integration
Services to its customers. These services include Professional Services, Managed
Services and Products.
CUSTOMER desires to engage LOGICALIS to implement a Call Center Solution
for the Augusta Utilities Department (AUD).
The purpose of this Master Agreement is to create certain uniform Terms and
Conditions applicable to this project. Terms and Conditions unique to this project
will be detailed in a customized Statement of Work/Quotation.
Therefore, in consideration of the mutual covenants and agreements herein,
all future sales of Professional Services and Managed Services, as hereinafter
defined, from LOGICALIS to CUSTOMER incorporate the following terms and
conditions and replace any and all conflicting terms until this agreement is
terminated by either party in accordance with the terms hereof:
DEFINITIONS
1. Products The term "Products" is refers to goods, third party software and
Servkes Sold by Part Number, as hereinafter defined. "Services Sold by Part
Number" are services which, unlike LOGICALIS Professional Services (see the
defined term below), refer to all other services which, although they may be
ordered from LOGICALIS, are to be supplied by a vendor (i.e., LOGICALIS does not
directly perform or control the work).
2. Professional Services The term "Professional Services" refers to
LOGICALIS professional services that are under LOGICALIS' direct supervision.
3. Managed Services The term "Managed Services" refers to LOGICALIS
services related to the ongoing maintenance, hosting and/or monitoring of IT
Systems.
STATEMENTS OF WORK AND OUOTATIONS
4. Construction Unless expressly provided to the contrary, each Statement of
Work ("SOW") and quotation are independent (i.e. the terms of one SOW/quotation
do not affect or modify the terms of any other SOW or quotation). Each such SOW
or quotation is construed, incorporating the terms of this Agreement, as a single
independent agreement. In the event of a conflict between any SOW, quotation or
purchase order and this Agreement, the terms of this Agreement govern.
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PRODUCT TERMS The following terms apply only to Products:
5. Product Returns and Warranty Assistance
(a) LOGICALIS hereby passes through to CUSTOMER, (and agrees to facilitate
utilization of) manufacturer's product return policies and the manufacturer's
warranties.
(b) In no event will LOGICALIS provide product return or warranty coverage beyond
that provided by the manufacturer. Products that are accepted for return by
LOGICALIS are subject to LOGICALIS' applicable restocking fee(s).
(c) CUSTOMER acknowledges that LOGICALIS is reselling (and not itself providing)
all Products purchased' by CUSTOMER, including, without limitation, software and
Services Sold by Part Number. CUSTOMER accordingly acknowledges the terms
and conditions governing the use of such Products shall be solely between
CUSTOMER and the vendor. LOGICALIS MAKES NO WARRANTY REGARDING THE
Products.
6. Product Warranty Disclaimer LOGICALIS MAKES NO WARRANTIES
OF ANY KIND WITH REGARD TO THE Products. LOGICALIS DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE
Products, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Shipment and Risk of Loss for Product Sales All shipments of
Products by LOGICALIS to CUSTOMER will be FOB point of shipment. Insurance
coverage, transportation costs and all other expenses applicable to shipment from
LOGICALIS to CUSTOMER's identified point of delivery will be the responsibility of
the CUSTOMER. Risk of loss will pass to the CUSTOMER upon delivery of the
products to the common carrier (regardless of who pays such common carrier) or
the CUSTOMER's representative at LOGICALIS' point of shipment.
8. Product Security Interest CUSTOMER grants LOGICALIS a security
interest in and to the Products as security for payment in full of the purchase price.
CUSTOMER agrees that acceptance of these Terms and Conditions constitutes
acceptance of this security agreement. LOGICALIS is hereby authorized to file
and/or record any documents it deems necessary to perfect this security interest.
9. Permitting ComDliance for Product Sales CUSTOMER will obtain all
licenses, permits and approvals required by any governmental agency, foreign or
domestic, having jurisdiction over the transaction.
10. Sections InaDDlicable to Products Certain terms and sections in this
Agreement apply specifically to either Managed Services, Products or Professional
Services in accordance with their terms. A few of the key sections inapplicable to
Products and Product sales are: Service Warranties (Sections 11-17), Intellectual
Property (Section 20-29), Insurance (Section 31).
LOGICALIS' REPRESENTATIONS AND WARRANTIES FOR
PROFESSIONAL AND MANAGED SERVICES
11. Personnel Qualified and properly trained personnel will perform Managed
Services rendered to CUSTOMER in accordance with the terms of this Agreement.
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12. Security LOGICALIS shall maintain commercially reasonable precautions
against the destruction, loss, or erroneous alteration of the CUSTOMER's data while
in the LOGICALIS' possession.
13. No Conflict This Agreement and the transactions contemplated herein do
not conflict in any material respect with any other agreement arrangements or
transactions to which LOGICALIS is a party or by which it may be bound.
14. No Infringement The Managed Services and Professional Services
provided or licenses furnished to CUSTOMER under this Agreement will not infringe
upon the proprietary rights of any third party.
15. IndeDendent Contractor LOGICALIS, in the performance of services
hereunder, is and shall at all times be an independent contractor and shall not be
deemed an employee or agent except in those instances in which a specific agency
letter is executed by CUSTOMER, in order to allow LOGICALIS to provide services to
CUSTOMER under this Agreement.
16. Warrantv LOGICALIS warrants that the Managed Services and
Professional Services will be performed in a manner consistent with good practice in
the computer services industry. In the event the Managed Services or Professional
Services provided by LOGICALIS are not in conformance with this warranty,
LOGICALIS will supply commercially reasonable Managed Services or Professional
Services, as applicable, to correct the deficiency at no charge to CUSTOMER. THIS
IS CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.
17. Warranty Disclaimer relating to Managed Services and
Professional Services. LOGICALIS MAKES NO WARRANTIES OF ANY KIND
(other than the limited and exclusive warranty provided under the
preceding section). LOGICALIS DISCLAIMS ALL OTHER REPRESENTATIONS
AND WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, if applicable.
LIMITATION OF LIABILITY
18. Limitation of Liability NO MONETARY RECOVERY IS AVAILABLE
FROM LOGICALIS FOR WARRANTY CLAIMS. IN ADDITION, IN NO EVENT
WILL LOGICALIS' LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE
PAID FOR:
(a) 6 month's base charge for the Managed Service that is the basis
of the claim or
(b) the amount charged by LOGICALIS for the Professional Service
that is the basis of the claim or
(c) the amount charged for the Product that is the basis of the claim.
LOGICALIS WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY LOSS OF
REVENUE, PROFIT, USE OF DATA, INTERRUPTION OF BUSINESS OR FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR
PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE
THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO
USE THE Managed Service OR Professional Service OR Product, OR IN ANY
WAY CONNECTED TO THIS AGREEMENT or any related SOW, quotation or
purchase order, EVEN IF LOGICALIS HAS BEEN ADVISED OF SUCH
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DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY
WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT,
WARRANTY, NEGLIGENCE, INFRINGEMENT OR OTHER TORT, BREACH OF
ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY, CONTRIBUTION, OR
OTHERWISE.
19. Non Managed Svstems LOGICALIS shall not be liable for damages
caused by services, systems, software, or other components that neither it nor its
employees, agents or subcontractors furnish or manage pursuant to this
Agreement. Nor shall LOGICALIS be liable for damages to ANY CUSTOMER site or
CUSTOMER designated co-location site resulting from the furnishing of Managed
Services or Professional Services, including the installation and removal of
equipment and associated cabling, unless the damage is caused by LOGICALIS'
gross negligence or willful misconduct.
INTELLECTUAL PROPERTY IPROPRIETARY RIGHTS The following terms apply
only to sales of Managed Services and Professional Services:
20. Grant of Riahts Upon payment in full for all charges under this
Agreement, LOGICALIS will grant CUSTOMER such rights, title, and interest it may
own to the software and documentation developed by LOGICALIS specifically for
CUSTOMER under this Agreement subject to the following limitation. LOGICALIS
retains a world-wide, unlimited, perpetual and royalty free right to (i) copy and use
the software and documentation internally for any purpose; (ii) copy and distribute
to third parties software which performs a general utility function; and (iii) use for
any purpose any concepts, ideas, or techniques resulting from the development of
the software and documentation by LOGICALIS.
21. Enhancements to Intellectual Property LOGICALIS retains all right,
title, and interest in the software and documentation that is an enhancement to or
modification of existing software or documentation owned or distributed by
LOGICALIS and grants to CUSTOMER a nonexclusive, nontransferable, royalty-free
license to use the software and documentation on all of the CUSTOMER's computer
systems.
22. Existing Intellectual ProDerty Any LOGICALISsoftware, equipment or
consulting,' programming, or management tools which may be furnished or utilized
by LOGICALIS in the performance of these services shall remain the property of
LOGICALIS and shall be immediately returned to LOGICALIS upon its request or
upon completion of the Managed Services or Professional Services, as applicable.
23. Manaaed Services Information All data or information supplied by
either party to the other in connection with Managed Services is and shall remain
the property of such party. All such data or information is subject to the
confidentiality provisions contained in Section 30 of this Agreement.
24. LOGICALIS Media Unless furnished by CUSTOMER, all media upon which
the CUSTOMER'S data is stored is and shall remain the property of LOGICALIS.
25. Return of ProDrietarv Data Upon expiration or termination of this
Agreement for any reason, and upon request by the CUSTOMER, LOGICALIS will
return to the CUSTOMER, all data in its possession at the date of termination in its
then existing format and on its existing media. Any conversion of format or media
performed by LOGICALIS in order to discharge its obligations under this Section
shall be at LOGICALIS' expense.
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26. Onlv EXDress Grants Nothing in this Agreement shall be construed to
grant to either party any ownership or other interest in the confidential and
proprietary software information or data of the other or of third parties, except as
may be provided under an express license specifically applicable to such' Intellectual
Property.
27. Right To Use CUSTOMER Software By execution of this Agreement
CUSTOMER authorizes LOGICALIS to determine whether or not software specified in
any Exhibit is currently in place, operational and maintained and supported at the
level required for LOGICALIS to perform the services required under this
Agreement. CUSTOMER grants LOGICALIS, at no charge, the right to use any
CUSTOMER owned or developed application software systems required by
LOGICALIS to provide the Managed Services specified in any SOW to CUSTOMER.
Further, CUSTOMER will pursuant to paragraph 29, indemnify LOGICALIS from any
claim of infringement by any third party relating to such software, and will obtain
the right to continue using the system without cost to LOGICALIS.
28. Riaht To Use Third Party Software A list of software and/or technology, if
any, which at the time of execution of this Agreement is licensed by a third party vendor
to CUSTOMER, which CUSTOMER believes is necessary and appropriate to the
performance of the services specified in any SOW, will be set forth in a separate
Exhibit and incorporated in this Agreement. In the event third party software or
technology is utilized by LOGICALlS in performing services under this Agreement,
CUSTOMER will obtain appropriate authorization for LOGICALlS to use each of the
listed software programs or technologies. CUSTOMER shall pay any costs imposed by
any third party vendors or licensors for LOGICALlS' use of such software or technology.
29. Indemnification Each of the parties will indemnify, defend and hold
harmless the other from any and all claims, actions, liabilities, damages, costs and
expenses, including reasonable attorney's fees and expenses, arising out of any
third party claims of infringement of any patents, copyrights, license, trademarks,
service marks or any other property right, provided by the indemnifying party to
the indemnified party in connection with this Agreement if the indemnifying party is
notified as soon as practicable of such claim. The indemnifying party shall have the
right to control the defense of all such claims, lawsuits or other proceedings. In no
event shall the indemnified party settle any such claim, lawsuit or proceeding
without the indemnifying party's prior approval.
CONFIDENTIALITY
30. Confidential Information
(a) Written and oral information designated as confidential by either party
whether before or after the effective date of this Agreement shall be held in strict
confidence and used only for purposes of this Agreement. Except as required by
law, no confidential information, including the provisions of this Agreement, shall be
disclosed without the prior written consent of the party designating the information
as confidential. If either party is required to disclose any confidential information of
the other party, the party so required shall notify the other party immediately and
shall cooperate in seeking a reasonable protective order. This section shall not
apply to information, which is (i) in the public domain, (ii) already known to the
recipient, (iii) developed independently or (iv) received from a third party without
similar restriction and without breach of this or a similar agreement.
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(b) Georgia Open Records Act LOGICALIS acknowledges that this Agreement and
certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. 9
50-18-70, et seq.). LOGICALIS shall cooperate fully in responding to such requests
and shall make all records, not exempt, available for inspection and copying as
required by law. LOGICALIS shall clearly mark any information provided to
CUSTOMER which LOGICALIS contends is Proprietary Information. LOGICALIS shall
notify CUSTOMER immediately of any Open Records request arising out of this
contract and shall provide to CUSTOMER a copy of any response to the same.
INSURANCE
31. CUSTOMER Insurance
(a) During the term of this Agreement, CUSTOMER shall keep any property in
LOGICALIS' possession, whether at a co-location site or at a LOGICALIS facility,
covered under a Commercial General Liability or Casualty Loss policy with combined
limits for damage to or loss of such equipment in an amount equal to the value of
such property or equipment.
(b) CUSTOMER shall promptly furnish LOGICALIS, if requested, certificates of
insurance providing proof of the foregoing insurance. CUSTOMER shall notify
LOGICALIS in writing at least thirty (30) calendar days prior to cancellation of, or
any material change in such coverage.
32. LOGICALIS Insurance During the performance of each Statement of
Work, LOGICALIS will have and maintain in force the following insurance
coverages:
(a) Workers Comoensation Insurance. Workers compensation insurance, including
occupational illness or disease coverage, or other similar social insurance in
accordance with the laws of the country, state, or territory exercising jurisdiction
over the employee and employer's liability insurance with a minimum limit of
$1,000,000;
(b) General Liability Insurance. Commercial general liability insurance, including
products, completed operations liability and personal injury, contractual liability and
broad form property damage liability coverage for damages to any property with a
minimum combined single limit of $2,000,000 per occurrence;
(c) Automotive Liability Insurance. Automotive liability insurance covering use of
all owned, non-owned, and hired automobiles with a minimum combined single
limit of $1,000,000 for bodily injury and property damage liability;
(d) Umbrella Liability Insurance. Umbrella liability insurance with a minimum limit
of $5,000,000;
(e) Employee Liability Insurance. Employee dishonesty and computer fraud
coverage for loss arising out of or in connection with any fraudulent or dishonest
acts committed by the employees of LOGICALIS, acting alone or in collusion with
others, including the property and funds of others in their care, custody or control,
in a minimum amount of $2,000,000;
(g). Professional Liability/Errors and Omissions. Professional liability/errors and
omissions insurance in the amount of $1,000,000 per claim.
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The insurance coverage's described in sections b, c, d, and e of this section will be
endorsed to the CUSTOMER as additional insured's. Prior to commencing work
under a Statement Work Order, LOGICALIS will cause its insurers to issue
certificates of insurance to CUSTOMER evidencing that the coverage's and policy
endorsements required under the Agreement are maintained in force, naming the
CUSTOMER as additional insured, when applicable, and requiring that not less than
thirty (30) days written notice will be given to CUSTOMER prior to any modification,
cancellation, or non-renewal of such policies.
PAYMENT
33. Price and Payment Terms The prices in this Agreement are exclusive of
all applicable taxes, duties, licenses, and tariffs levied upon the sale, purchase or
delivery of the Managed Services, Professional Services and Products which remain
the CUSTOMER's obligation. Prices quoted for Products are firm for thirty (30) days
unless otherwise provided on the Offer. Payment is due thirty (30) days from the
date of the invoice. All payments will be made in US currency. Out of pocket
expenses will be charged as incurred but shall not exceed an amount to be specified
in LOGICALIS' schedule of charges attached to the Scope of Work.
34. Taxes CUSTOMER is tax-exempt and shall be liable for no taxes related
to goods or services procured as part of this project.
TERM AND TERMINATION
35. Initial Term and Renewals The term of this Master Agreement will
commence upon the Effective Date and continue for a period of one year beyond
the implementation date of services provided under the Scope of Work.
36. Termination for Convenience This Master Agreement, or any
Statement of Work for Professional Services or Product order issued pursuant to
this Master Agreement, may be terminated without cause by CUSTOMER upon
thirty (30) days prior written notice to LOGICALIS provided that CUSTOMER pays all
amounts due under this agreement, including, without limitation, amounts due
under section 38. Managed Services Statements of Work, because of the upfront
investment by LOGICALIS, are not terminable at will by CUSTOMER and shall
survive termination of this Agreement. No such termination or expiration of this
Master Agreement or any related Statement of Work will release CUSTOMER from
the obligation to pay any sum which may then be due to LOGICALIS.
37. Termination for Default This Master Agreement or any Statement of
Work issued pursuant to this Master Agreement, may be terminated by LOGICALIS
or CUSTOMER upon the occurrence of one or more of the following: (1) if the other
party seeks protection under any bankruptcy law; (2) if the other party becomes
insolvent, makes an assignment for the benefit of creditors, appoints or suffers
appointment of a receiver or trustee over its property, files a petition under any
bankruptcy or insolvency act or has such petition filed against it; (3) if the other
party is in material default of any provision hereof and such default is not cured
within thirty (30) days after giving notice, this Master Agreement will automatically
terminate. All outstanding amounts owed LOGICALIS hereunder, including, without
limitation, amounts owed pursuant to section 38 shall be paid upon any such
termination by CUSTOMER.
38. Payment and Indemnification upon Termination If this Agreement or
any Statement of Work or order hereunder terminates prior to completion of any
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such order or SOW or any amounts remain due an owing to LOGICALIS hereunder,
LOGICALIS will be entitled to: (i) indemnification from CUSTOMER regarding any
losses related to the outstanding order/statement of work (for example, if an order
with a vendor is outstanding and cannot be cancelled by LOGICALIS, CUSTOMER
will still be responsible for that order notwithstanding any termination), (ii) to keep
any payments already received on such project for work satisfactorily performed,
(iii) to payment from CUSTOMER for charges incurred up to and including the date
of receipt of the termination notice and (iv) to payment for any charges relating to
work satisfactorily provided by LOGICALIS after such date if such work was
requested and approved by CUSTOMER in connection with such termination (e.g.,
transition services). In addition, if the Managed Services or Professional Services
are provided on a fixed price basis, LOGICALIS will be entitled to keep any
payments already received and to receive a pro rata portion of the next payment
due, which will be determined by allocating an equal portion of such payment to
each day between the date the previous payment was earned and the date on
which the next payment is scheduled (or is estimated if no such schedule exists) to
be made.
39. Additional Terms for Managed Service Termination In the event the
Agreement is terminated or expires for any reason, the following terms will apply
relating to Managed Services:
(a) CUSTOMER will pay all fees and expenses due and payable through the
termination date;
(b) LOGICALIS will exercise reasonable efforts and cooperation to effect an orderly
and efficient transition of Managed Services to any successor provider identified by
CUSTOMER.
(c) LOGICALIS will fully disclose to CUSTOMER all relevant information regarding
the equipment, software and third party vendor services required to perform
Managed Services as required under this Agreement.
(d) LOGICALIS will make reasonable effort to affect a transfer or assignment of
relevant licenses or agreement(s) for software or any third party services utilized
exclusively to provide Managed Services under this Agreement to CUSTOMER.
(e) LOGICALIS may agree, upon mutual agreement of the parties, to continue to
provide transition Managed Services to CUSTOMER. LOGICALIS shall negotiate with
the identified successor provider of Managed Services to determine the extent and
cost of the transitional services required for the orderly transfer of the Managed
Services provided under this Agreement and separately quote these proposed
transition services to CUSTOMER.
GENERAL TERMS
40. Third Party Service Contracts Third party service contracts on the
hardware and software to be managed by LOGICALIS pursuant to a Managed
Service engagement under this Agreement shall be continued in full force and effect
by CUSTOMER at its expense during the entire term of the Agreement.
41. Work Assianments LOGICALIS retains the right to assign such
personnel, including subcontractors, as it deems appropriate.
42. CUSTOMER Coordination CUSTOMER will provide a primary point of
contact and make available all technical matter, data, information, operating
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supplies, and computer system(s), as reasonably required by LOGICALIS.
LOGICALIS will assign a primary contact person for the Professional Services or
Managed Services.
43. Forbearance No Waiver Forbearance or neglect on the part of either
party to insist upon strict compliance with the terms of this Agreement shall not be
construed as or constitute a waiver thereof. However, a failure of the CUSTOMER
or LOGICALIS to comply with the terms of this Agreement may be expressly waived
only in writing by the other party.
44. Agreement Bindina On Successors This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assignees of the
respective parties.
45. RelationshiD of Parties The parties hereto are independent contractors
and this Agreement shall not, create or imply an agency relationship between the
parties. Pursuant to and during the term of this Agreement, LOGICALIS may, from
time to time, request that the CUSTOMER execute such instruments and documents
appointing LOGICALIS an agent of the CUSTOMER for a specific limited purpose.
CUSTOMER shall, in a timely manner, execute and deliver to LOGICALIS or the third
party requiring the same, such instruments designating LOGICALIS as CUSTOMER'S
agent to the extent required by LOGICALIS to manage and perform to Managed
Services provided by it under this Agreement.
46. Non-Assignment CUSTOMER may not assign this Agreement, or any of
its rights or obligations hereunder without the prior written consent of LOGICALIS.
47. Severabilitv In the event that any of the provisions of this Agreement
are declared or held by a court of competent jurisdiction invalid, illegal or
unenforceable, the unaffected portions of this Agreement shall be unimpaired and
remain in full force and effect. In the event of such a ruling the parties shall
negotiate in good faith a substitute for the provision declared invalid, illegal or
unenforceable.
48. Notices Any notices or other communications required or permitted to
be given or delivered under this Agreement shall be in writing and shall be
sufficiently given if sent by first class certified, or overnight delivery mail, postage
prepaid, or by facsimile:
If to the CUSTOMER:
Tameka Allen, IT Director
530 Greene Street, A-l0l
Augusta, GA 30901
T: 706.821.2522
F: 706.821.2530
Copies to:
Fred Russell, City Administrator
530 Greene Street, Room 801
Augusta, GA 30901
T: 706.821.2400
If to LOGICALIS:
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Logicalis, Inc.
Attn: General Counsel
1750 South Telegraph Road, Suite 300
Bloomfield Hills, MI 48302
49. Errors LOGICALIS shall not be held accountable nor incur any additional
costs due to discrepancies, errors, omissions in documentation or other information
supplied by the CUSTOMER.
50. Modification of A9reement No modification to this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in writing
and duly executed by the parties.
51. CounterDarts Execution of counterparts of this Agreement shall be
construed as execution of an original.
52. CaDtions The captions used in this Agreement are for convenience of
reference only and do not constitute an integral part of this Agreement.
53. Riahts and Remedies Except as otherwise expressly provided herein,
the rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies CUSTOMER and LOGICALIS have at law or
equity.
54. Entire Aqreement This Agreement and any related SOW or order,
contain the complete agreement between the parties and shall, as of the Effective
Date hereof, supersede all other agreements or negotiations and understandings,
written or oral, between the parties relating to the subject matter hereof. The
parties stipulate that neither of them has made any representation with respect to
the subject matter of this Agreement or the execution or delivery thereof except
such representations as are specifically set forth herein. Each of the parties hereto
acknowledges that they have relied on their own judgment in entering into this
Agreement.
55. No Solicitation of Employees Each party agrees that during the term of
this Agreement, and for a period of one year after the termination or expiration of
this Agreement, it will not solicit, without the other party's prior written consent,
any person employed then by the other party if such person became known to the
soliciting party through the relationship established pursuant to this Agreement.
This prohibition will not apply to undirected job opportunities posted on recruiting
web sites or in other publications in which one party seeks to find candidates for
open positions.
56. Force Majeure (a) Neither party shall be liable to the other party for any
delay or failure to perform, which delay or failure is due to causes or circumstances
beyond its control and without its fault or negligence including acts of civil or
military authority, national emergencies, labor strikes, fire, flood or catastrophe,
acts of God, insurrection, war, riots or failure of transportation or a general and/or
city-wide power failure.
(b) Each party shall exercise its best efforts to mitigate the extent of the
aforementioned excusable delay or failure and their adverse consequences.
57. Alteration Of CUSTOMER Environment
(a) In the event CUSTOMER adds additional programs, applications or data
sources, servers, network devices of any kind (hubs, routers, switches) or increases
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, .
the network load in the IT environment managed or serviced by LOGICALIS under
this Agreement or any SOW issued under this Agreement that adversely affects
required performance levels, penalties associated with failure to meet such
performance levels shall not be levied. Performance level penalties will not be
active until LOGICALIS recertifies the environment.
(b) In the event that CUSTOMER requests LOGICALIS to perform the
management of additional systems and/or services, or requests an expansion in the
scope of Professional Services or Managed Services, LOGICALIS shall submit a
proposed SOW to CUSTOMER specifying the scope of the proposed work and the
fees to be charged. Upon CUSTOMER'S written agreement to the modified SOW,
LOGICALIS shall perform the work as required by the amended SOW.
61. Additional Contractual Rights for Default If CUSTOMER defaults in
performance of any obligation under this Agreement, including, without limitation,
the payment of any amount due, LOGICALIS may, at its option, suspend
performance, require prepayment, or terminate its performance and collect
payment for all Managed Services and Professional Services provided up to the date
of termination.
62. Attorney Fees CUSTOMER shall not be responsible to LOGICALIS for any
expenses including, without limitation, reasonable attorney fees and legal expenses
that LOGICALIS pays or incurs in protecting and enforcing the rights of LOGICALIS
under this Agreement.
63. Publication Nothing contained in this Agreement shall be interpreted so
as to prevent LOGICALIS from publicizing its business relationship with CUSTOMER
or the nature of the Managed Services/Professional Services performed for
CUSTOMER.
64. Counterparts Execution of counterparts of this Agreement shall be
construed as execution of an original.
65. Time for Bringina Claims Any claim by CUSTOMER against LOGICALIS
arising from or in connection with the Agreement or any related purchase order
cannot be filed, made or maintained unless filed within six months after LOGICALIS
has shipped or provided the Managed Services or Professional Services in question.
66. Governing Law This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia. All claims, disputes and other
matters in question between the City and the Vendor arising out of, or relating to,
this Agreement, or the breach thereof, shall be decided in the Superior Court of
Richmond County, Georgia. Vendor, by executing this Agreement, specifically
consents to venue and jurisdiction in Richmond County, Georgia and waives any
right to contest jurisdiction and venue in said Court.
67. Compliance with Laws The parties hereto warrant that each is in
compliance with all applicable federal and state laws.
68. Survival The terms of sections: 6 and 11-17 (Representations and
Warranties), 18 (Limitations of Liability), 30 (Confidential Information), and 20-29
(Intellectual Property/Proprietary Rights) shall survive any termination or expiration
of this Agreement.
69. Vendor Access to Augusta Computer Network LOGICALIS will sign a
VPN Vendor Access Agreement with the Licensee, verifying that LOGICALIS will
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respect the integrity of CUSTOMER'S network and security protocols. Access to
CUSTOMER'S network through the firewall will only be granted after said agreement
has been signed. The Vendor Access Agreement is attached as Exhibit B.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the date first written by their duly authorized representatives.
LOGICALIS, INC. AUGUSTA, GA
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Page 12 of 12
,"A':' LOGICALIS, experience .,'A'
3440 Preston Ridge Rd. Suite 200
Alpharetta, GA 30005
City of Augusta
530 Greene St Annex 101
Augusta, Georgia 30911
Attn: Mr. Mike Blanchard
Assistant Director, Information Technology Department
Blanchard@augustaga.gov
(706)821-2862
Dear Mike:
Logicalis is pleased to participate in City of Augusta's Cisco Call Manager (CCM) software upgrade and
Cisco Unified Contact Center Express (UCCX) Implementation project. As detailed below, the technical
services provided will be accomplished with Logicalis' continuing commitment to providing first-rate
professional services utilizing the cumulative experience and resources of our Professional Services staff.
City of Augusta currently uses the Cisco IP Telephony with Two CallManager servers running CCM 4.2(1)
software on a DL380 G4 (3.4Ghtz, 4BG RAM, 4x72GB HD) hardware platforms, and Unity server running
UM 4.1 software on a DL380 G4 (3.8Ghtz, 4BG RAM, 4x72GB HD) hardware platform integrated with MS
Exchange 2003,
City of Augusta currently supports their customer services call center using the Cisco CCM hunt group,
TelePath IVR system and enQuesta customer account management and billing systems. The customer
service agents service the callers either with the customer information popped up on their PC screen
automatically if the caller enters their account #/primary telephone number/the last four digits of their
SSN#, or manually enter the caller account # and has the customer information popped up on their
screen if the callers fail to enter their account #/primary telephone number/the last four digits of their
SSN#.
City of Augusta has a need for assistance to upgrade their Cisco Call Manager software and install
Cisco's Unified Contact Center Express solution.
Design Description:
The Cisco Unified Contact Center Express design Logicalis has chosen is shown in the diagram on the
next page. This CCM upgrade and UCCX implementation project is divided into two phases to
implement.
Phase I
Cisco Calf Manager software upgrade
Upgrade the existing Cisco CallManager cluster from version 4.2(1) to 6,1 on the existing hardware
DL380 G4 server platform. This upgrade will involve the OS change from MS Window to Linux, This
CCM software upgrade is required prior to implement the Phase II of the project in the next section.
Phase II
Cisco Unified Contact Center Express (UCCX) Implementation
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South Side Office
Contact Center
AgentslSupervisors
Contact Center Access Switch
City of Augusta will migrate its customer service call center function from the TelePath IVR system to the
IP contact center based on Cisco Contact Center Express solution working with the enQuesta customer
account management and billing systems, The proposed Cisco UCCX 5.0 solution consists of a pair of
HP ProLiant DL380 G5 HA hardware servers, 20 concurrent UCCX Premium seat licenses and 10
Preview Blended Outbound seat licenses shared between the agents and supervisors between the two
call center offices as shown in the following page. Scripting is required to pop the caller's account
information on agent's PC screen based on caller's account #/primary telephone number/the last four
digits of their SSN#.
Calls destined to the customer service call center will use the existing voice gateway module within the
Cat6513 to reach the contact center. Contact center agents will use Cisco IP phones to handle incoming
calls. Calls waiting in queue will be terminated on the UCCX server where callers will hear hold
messages.
Customer service call center agents will interact with the call center through Cisco's Agent Desktop
(CAD). CAD offers agents the ability to alter logged in/logged out and ready/not ready states at the touch
of a button, It also provides real-time chat between agents and supervisors, banner messages from
supervisors to all agents, call details (calling number, called number, time in queue, etc.) on the desktop.
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The installation will include on demand call monitoring, recording and standardized pre-packaged
reporting, City of Augusta has the capability to integrate with various third-party call recording, screen
capture and reporting solutions for enhanced functionality.
The installation will also include the database integration with the existing Oracle-based enQuesta
customer account management and billing systems for callers to access their account balance, last
payment information and to make payment on their account. For making a payment the IVR will capture
the payment information and will write it to a database table from which the City of Augusta will process
the payment. The self-serving past month (water & sewer) usage, amount due and last payment function
will be provided by querying the enQuesta customer database and delivering the content to the user via
voice scripts which will be provided by the City of Augusta.
The solution will contain up to five queues. All agents can serve any of the five queues based on their
skills. There are less than 3 scripts and each of the scripts has no more than three layers of tree
structure. The UCCX server will be located at the Augusta, GA Data Center with the CUCM cluster,
The solution will also contain outdial functionality for customer shutoff notifications,
The Back Door Telephony Interface currently on the TelePath IVR system as described in the
Specifications For Telepath IVR System will not be implemented on the UCCX system due to lack of
knowledge from the City of Augusta. A change control will be used to add this task to the project if the
needs change.
Tasks and Activities:
The tasks and activities to be performed by Logicalis at your request are:
1. Project Overview
The following paragraphs describe the steps for solution delivery of an UCCX basic call center for
City of Augusta, Logicalis consultants provide post-sales infrastructure and IP Telephony design,
implementation and support. Logicalis also assigns a Project Manager to coordinate resources
and oversee the implementation.
This Statement of Work proposes services on a time and materials basis. As such, some of the
steps outlined below may not be required based on the information provided and work performed
by City of Augusta's staff.
It is important to note that every effort has been made to provide an accurate estimate of the effort
required to implement this project based on the information provided by City of Augusta.
Modifications to the design and implementation plan could change the hours required to complete
this project and would be handled via the change order process,
2, Project Acceptance
. Statement of Work signed,
. Equipment Ordered,
3. Planning and Introduction Teleconference
. Project Manager and engineer(s) identified,
· Status of equipment delivery is reviewed.
· City of Augusta contacts for the project are identified,
· Users and extensions discussed; BAT template sent to City of Augusta to identify extensions,
user names, and user IDs.
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. Call flows and Auto Attendant are discussed.
. Call flow templates sent to City of Augusta for preliminary input.
. Preliminary exchange of information and documentation begins.
4. Project Kick-off Meeting
. Project manager, primary, and secondary engineers introduced.
. Status of equipment delivery is reviewed.
. The preliminary "high level" project plan is presented and reviewed.
. Adjustments are made to project plan as required.
. Discuss the roles and responsibilities as defined in the project plan.
. Review the broad range of services, risk factors, timelines, milestones, and contingencies
affecting the project.
5. Technology Meetings
During this phase of the project a Logicalis consultant will meet on-site to begin the discovery
phase. The time required to complete the technology meetings can vary based on the City of
Augusta's knowledge of the existing infrastructure, current configuration, and future requirements.
Topics covered include:
o Contact center business requirements.
o Overall call flow requirements,
o Time of day routing.
o Day of week routing,
o After-hours call handling,
o Agent skill groups and skills-based routing (if required).
o Greetings and recordings.
o Cisco Agent Desktop (CAD) installation.
o Database access
o Access to Customer data tables
o Payment information data tables
6. Implementation Design and Configuration Acceptance
Based on criteria developed during the technology meetings, detailed project documentation is
compiled, and the project plan is modified as required. To ensure a successful deployment
Logicalis will review all items below with the City of Augusta, GA and require signed acceptance of
the following documentation prior to beginning the onsite implementation:
. UCCX call routing details
. Queue configurations
. Script configurations with tree structure details
. UCCX Server Installation Documentation (IP addresses, computer names, workgroups, DNS,
gateway, ..,)
. enQuesta database integration details
. Acceptance Criteria Test Plan
. Completed project plan with dates and milestones for all phases of the project.
7. UCCX Implementation (Basic Incoming/outgoing Call Center)
. Install UCCX servers at City of Augusta, GA location,
. Integrate the UCCX server with City of Augusta, GA CallManager cluster.
. Add CTI ports and route points for UCCX calls.
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. Modify agent IP phone configurations to support IPCC Express.
. Develop queries for retrieving customer balance, last payment, and storing payments.
. Develop call routing script to send the key-stroke macro to the enQuesta application
databases for related screen pops based on discovery meetings.
. Configure monitor, barge, intercept and call recording for supervisors
. Work with City of Augusta, GA to develop standard reporting options for monitoring agent
performance
. Record prompts for the ACD (City of Augusta, GA staff will be responsible for recording
the content of the prompts. Logicalis will assist with the recording process.)
. Test and troubleshoot the script as required.
. Install Cisco Agent Desktop (CAD) software on PCs provided by City of Augusta, GA.
This activity is performed by by City of Augusta, GA. City of Augusta, GA will be
responsible for ensuring agent PC's are suitable for installing CAD. Logicalis consultant
will show by City of Augusta, GA personal how to install CAD on PCs provided by City of
Augusta, GA and test for CAD proper communication with the Cisco UCCX server,
8. Acceptance Testing
. Review call flows/queues/scripts
. Test recording
. Test CADs
. Logicalis will apply the acceptance testing criteria to the deployed solution, Any
unacceptable results are corrected and documented. This criterion was developed during the
Techn%gy Meeting task (see above, Task 5).
. Document acceptance-testing results.
. Sign-off on the acceptance-testing by both Logicalis and City of Augusta, GA at the
completion of the testing phase.
9. Post Implementation/Cut-over Support
A Logicalis consultant will provide post installation/cut-over support to ensure a smooth transition to
the UCCX solution. Logicalis recommends a minimum of 16 hours of support following the IPT cut-
over. Support tasks include:
. Assist users with questions, concerns, or issues using the UCCX system.
. Monitor the new environment for stability.
. Troubleshoot any issues that arise related to the implementation and cut-over.
10. Completion Criteria
For the purpose of clarification and completion of the implementation a workable and usable IP
telephony solution is described as follows:
. The Cisco IPCC solution is installed and configured as agreed upon and signed as a result
of the Techn%gy Meeting task (see above, Task 5 and Task 6)
. Agent is able to receive inbound calls via the appropriate queue,
. Supervisors are able to monitor/ record calls
. After hours/holiday hours calls are directed appropriately
. Customers receive proper account and last payment information
. Payments are stored in the table for processing
. enQuesta screen is popped to the appropriate customer when proper info is supplied
. When the above requirements are met through installation and configuration Logicalis'
obligations and expectations to both this document and will be completed. Any configuration
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not shown above will and can be done on a time and material basis estimated on a per
incident basis.
11, Training
. Agent training
o Introduction
o IPCC Client login
o IPCC Client options (Ready, Not Ready, Reason Codes, and Agent Statistics etc,)
o IPCC remote agent\queue call transfer
o Hand-on
o Q&A
. Admin Training
o Introduction
o Application administration login
o Agent line configuration and user import in CCM
o Agent user import from CCM to IPCC
o Setting up CCM to interoperate with IPCC
o Queue implementation
o Skill assignments to the agents and queues
o Agent assignments to the queue
o Historical and real time reporting
o Hand-on
o Q&A
. Supervisor Training
o Introduction
o Supervisor login
o Team management
o Real time statistics of all the queues
o Agent monitoring
o Agent call recording and archiving
o Team reports
o Hand-on
o Q&A
12, Project Management
Project management is an essential ingredient for the success of an IP Telephony project. The
Project Manager will playa vital role coordinating resources and keeping the project on track.
Project management time will be charged according to actual hours accrued. Details include:
. Project management tasks will be conducted throughout the duration of the project.
. A weekly conference call will be provided to communicate project milestones, project
contingencies, issue tracking, and resource allocation.
. The Project Manager will provide weekly status reports on the hours worked and activities
completed.
. The Project Manager will compile the project documentation developed during the course of
the implementation and present it in electronic form at the completion of the project.
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13, Deliverables
The deliverables for this engagement will include:
. Signed Scope of Work.
. Signed Design/Configuration Acceptance criteria (step 6)
. Project Change Orders (if any).
. Copies of all Configurations (Switches, Routers, Communications Manager, etc).
. Training Documents,
. Project Close Documents.
14. Documentation Review and Final Presentation
. Test & Acceptance criteria sign-off by Logicalis and City of Augusta,
. Project completion and satisfaction survey sign-off by Logicalis and City of Augusta.
Out of Scope:
All items not specifically detailed in the Tasks and Activities section above are considered out of scope.
Examples of out of scope items are detailed in the Assumptions, Roles, and Responsibilities section of
this statement of work,
Estimates:
The total estimated time to complete this project is 434 hours as detailed in Table 1 below.
Table 1:
Task
1
2
3
4
Description
Cisco CCM 4.2 to CUCM 6.1 software upgrade
Cisco UCCX Implementation and Testing
Database Integration and Testing
Cisco UCCX administration, Supervisor, and Agent Training
Total
Hours Estimate
24
330
56
24
434
A status report summarizing hours of service and activities performed will be generated for each week in
which service was delivered.
Estimates may change once the project has begun. Should additional time be required past the time
estimate, a change control document will be presented for approval. No work will continue past the
original estimated time without your signature on the change control document approving the additional
time.
Pricing:
The professional services listed above will be provided as a time-and-material engagement. Pricing for
these services will be billed at $187,50 per hour per service consultant with an8-hour on site minimum.
Should any of this work be scheduled outside of normal business hours (8:00 AM - 5:00 PM, Monday
through Friday), on a holiday, or on the weekend, a 50% uplift to the hourly rate may apply.
Travel expenses will be tracked separately and billed directly to the client. Travel expenses will include
cost incurred from travel (airfare, rental car, mileage, tolls, and lodging). Meals, if any, will be billed at the
per diem rate of $45. The amount does not include taxes, if any, which will be client responsibility,
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Invoicing will occur once per month at month end.
This engagement is for services only. It is assumed City of Augusta will procure and have readily
available appropriate hardware, licenses for software products, and features that are to be implemented.
The delivery of services will be performed at a Logicalis facility and/or City of Augusta's Augusta, Georgia
location as indicated above. This document is valid for 30 days from date of issue, for services
completed within 180 days of acceptance.
Post-Project Support Option Descriptions:
In addition to the IPrr configuration and installation, Logicalis also proposes four post-project support
options:
Option A: Logicalis IPC Gold Support
Logicalis will provide 24x7 remote manaoement services for Communications Manager, Unity,
Gateways, Switches, and Routers. Logicalis will monitor, notify, and resolve all service affecting
incidents, The service includes the following reports:
.
Summary Reports
Forecast Reports
Correlation Reports
Quality of Service Reports
Historical Reports
Admin Reports
Hourly, daily and monthly
30,60,90 day
Compare performance metrics for different devices
Jitter, Latency, Packet Loss
Total Call Volume, Call Type Distribution
IP Telephony Inventory
.
.
.
.
.
Option B: Logicalis IPC Silver Support
Logicalis will provide 24x7 remote monitorino services for Communications Manager, Unity,
Gateways, Switches, and Routers. Logicalis will monitor for all service affecting incidents and
notify City of Augusta for City of Augusta's resolution, For the first month, this service includes a
ten (10) hour retainer for remediation and administrative tasks (moves, adds, changes) at a rate
of $125 per hour. Support requests that exceed the retainer will be charged at the standard time-
and-materials rate of $150 per hour,
Option C: Logicalis IPC Standard Support
Logicalis will provide a retainer service for remote IPC support at $125 per hour. For the first
month, this service includes a twenty (20) hour retainer for remediation and administrative tasks
(moves, adds, changes) at a rate of $125 per hour. For subsequent months, the retainer is five
(5) hours at a rate of $125 per hour, Support requests that exceed the retainer will be charged at
the standard time-and-materials rate of $150 per hour. Logicalis will provide a remote response
to all requests within one business day (7 AM - 7PM EST, Monday - Friday) of receipt of the
request.
Option 0: No Logicalis IPC Support
City of Augusta is comfortable with its abilities to provide "Day 2" support and does not wish to
contract with Logicalis for any post-implementation support.
Post-Project Support Option Selection:
Gold: Post-Implementation Managed Service
Option A: $2310 Per month (estimate)
Start-up fees estimate is $2200)
Detailed Statement of Work to be provided.
D Accept option
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Silver: Post-Implementation Monitoring Service
Option B: $1515 For first month (estimate).
Start-up fees estimate is $2200)
Detailed Statement of Work to be provided.
D Accept option
Standard: Post-Implementation Remote Support Retainer Service
Option C: $2,500 (20 hours @ $125 per hour for the first month)
$625 (5 hours @ $125 per hour for subsequent months).
Travel expenses not included.)
D Accept option
No Post-Implementation Support
Option D: No Logicalis post-implementation support
D Accept option
Assumptions, Roles and Responsibilities
The IP Telephony project quoted in this proposal is based on the following assumptions, roles, and
responsibilities:
Facilities
. City of Augusta will be required to provide an adequate environment for any equipment to be
installed, including, but not limited to: power, lighting, cabling, UPS systems, temperature, climate
controls and racks.
. City of Augusta will be required to provide appropriate workspace for Logicalis' consultants, with
desk, phone, and network connectivity.
Information
. The recommendations within this proposal are based on the information gathered from City of
Augusta, Some of the design and services are the result of certain assumptions. Logicalis
reserves the right to re-address this response to arrive at a finalized design if additional details
are discovered / disclosed that were not initially provided by City of Augusta.
. City of Augusta will be required to provide current IP addressing scheme.
. City of Augusta will be required to provide a complete extension overview and network 4/5-digit
dialing plan,
. Based on modifications in the information collected, any modifications to the solution proposed, or
any clarifications provided to the information presented, Logicalis reserves the right to modify its
proposal accordingly.
Resources and Access
. City of Augusta will be required to provide a dedicated project resource(s) for project participation.
. On occasion, Logicalis could require supervisory access to key infrastructure components within
City of Augusta's environment.
. Logicalis will require timely access to City of Augusta technical and administrative personnel
during this engagement.
. Project will be scheduled at a mutually agreeable time between Logicalis and City of Augusta,
Exceptions
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.
. City of Augusta is responsible for ensuring their application databases - enQuesta customer
account management and billing systems do support key-stroke macro.
. City of Augusta, GA will be responsible for ensuring agent PC's are suitable for installing CAD.
. City of Augusta, GA is responsible for providing the PC's and installing the Cisco Agent Desktop
(CAD) software on PCs, Logicalis will demonstrate how to perform the (CAD) installation.
. City of Augusta, GA will be responsible for providing the voice scripts used in the self-serving past
month (water & sewer) usage, amount due and last payment function.
. The Back Door Telephony Interface currently on the TelePath IVR system as described in the
Specifications For Telepath IVR System will not be implemented on the Cisco UCCX system
under this statement of work due to lack of information required to scope the services. Logicalis
can address these requirements and prepare a change order for the additional services once
those requirements are fully understood,
. Changes to network operating systems, addressing, Internet connectivity, workstation
configurations or any work not explicitly stated within this proposal would be outside the scope of
this proposal and are billable.
. City of Augusta will be responsible for all product-shipping charges, This includes shipping from
Logicalis' facility to City of Augusta's facility, and shipping from the manufacturer to Logicalis'
facility.
. Logicalis is not responsible for any work outside of the statement of work, the stated products, or
software features that are listed on the proposal.
. Services rendered outside of scope and approved via the change control process would be billed
at the time and materials rate.
. City of Augusta and Logicalis must approve and sign off on any work done out of scope before
commencement of services.
Project Assumptions:
. The estimate provided is based on the UCCX requirements provided to Logicalis by City of Augusta,
GA, Those requirements are detailed in this statement of work. Logicalis will work with City of
Augusta, GA to develop the final UCCX configurations (queues, scripts, call routing, enQuesta
database integration) during the technology meetings (task 5). Logicalis will require signed
acceptance of the final configuration (task 6) prior to implementation. Any changes to the
requirements as understood by Logicalis and detailed in this statement of work and/or configuration
modifications after signed acceptance (task 6) would be handled via the Logicalis change control
process. Any changes required could affect the consulting time required and overall cost of the
project,
. The project will involve some 'transfer of knowledge.' The purpose of technology transfer is to explain
what Logicalis accomplished and provide a high level overview of how it was accomplished. Clients
without previous experience in the technology should not expect to become proficient as a result of
technology transfer. Proficiency can only be achieved through formal training and experience.
. The terms of the Master Agreement between Augusta, GA and Logicalis, dated May 27, 2008, are
incorporated herein by reference..
. For any product shipped to a Logicalis facility associated with this engagement, the customer will be
billed for that product Net 30 upon shipment of the product to Logicalis by Cisco or authorized Cisco
distributor,
. Only activities identified in this engagement letter will be performed. If other work is desired or
additional activities are identified a change order or new statement of work will be required prior to
completion of that work or those activities.
. Circuit provisioning, circuit trouble-shooting, and City of Augusta representation to carrier vendors will
be the responsibility of City of Augusta, although Logicalis may be contracted to assist with these
tasks.
. City of Augusta is responsible for ensuring that all telecommunications circuits are installed and
operational according to the functional specifications and dates required for the project.
. City of Augusta is responsible for obtaining the software media for CUCM 6,1 prior to implement
Phase I of the project.
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..
...
.
.
. LOGICALlS shall obtain a cashier's check for 100% of the dollar amount of services described in the
Scope of Work for the first Cisco Contact Center Engagement. This does not include third-party
hardware or software. Proof of the Cashier's Check Acquisition must be attached as Exhibit to the
Scope of Work. CUSTOMER shall refund the total amount of the cashier's check to LOGICALlS
within thirty (30) days of completion of the services described in the Scope of Work.
. The Scope of Work will operate in accordance with Augusta, GA RFP 07-165 and any item herein
outside of such must be completed as in contract or be subject to penalty clause. In case of conflict
between the original RFP and this Scope of Work, this SOW shall supersede all previous or
contemporaneous negotiations, commitments and writings with respect to matters set forth herein. It
may only be modified in writing and must be signed by authorized representatives of both parties.
Ordering Process:
To confirm our retention and authorize work to begin on your project, please return two (2) copies of this
letter signed in the "Acceptance" area on the next page. Alternatively, you may FAX a copy to (770)325-
2110. Upon acceptance by Logicalis, a counter-signed copy will be returned to your attention. Logicalis
will then be prepared to start scheduling the delivery of these services within 30 days.
Summary:
We look forward to working with you, Please let me know if you have any questions regarding the
contents of this letter.
Sincerely,
LOGICALlS
John Stone
Account Executive
(770)325-2112
(770)325-2110 Fax
John.Stone@us.logicalis,com
cc: John Condon, Lara Constantino, David Cartmel, Charles Lan
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r:;i:2t\ LOGICALIS. experience "n
3440 Preston Ridge Rd. Suite 200
Alpharetta, GA 30005
City of Augusta
530 Greene St Annex 101
Augusta, Georgia 30911
Attn: Mr. Mike Blanchard
Assistant Director, Information Technology Department
Blanchard@augustaga.gov
(706)821-2862
Dear Mike:
Logicalis is pleased to participate in City of Augusta's Cisco Call Manager (CCM) software upgrade and
Cisco Unified Contact Center Express (UCCX) Implementation project. As detailed below, the technical
services provided will be accomplished with Logicalis' continuing commitment to providing first-rate
professional services utilizing the cumulative experience and resources of our Professional Services staff.
City of Augusta currently uses the Cisco IP Telephony with Two CallManager servers running CCM 4,2(1)
software on a DL380 G4 (3.4Ghtz, 4BG RAM, 4x72GB HD) hardware platforms, and Unity server running
UM 4.1 software on a DL380 G4 (3.8Ghtz, 4BG RAM, 4x72GB HD) hardware platform integrated with MS
Exchange 2003.
City of Augusta currently supports their customer services call center using the Cisco CCM hunt group,
TelePath IVR system and enQuesta customer account management and billing systems. The customer
service agents service the callers either with the customer information popped up on their PC screen
automatically if the caller enters their account #/primary telephone number/the last four digits of their
SSN#, or manually enter the caller account # and has the customer information popped up on their
screen if the callers fail to enter their account #/primary telephone number/the last four digits of their
SSN#,
City of Augusta has a need for assistance to upgrade their Cisco Call Manager software and install
Cisco's Unified Contact Center Express solution.
Design Description:
The Cisco Unified Contact Center Express design Logicalis has chosen is shown in the diagram on the
next page. This CCM upgrade and UCCX implementation project is divided into two phases to
implement.
Phase I
Cisco Cal/Manager software upgrade
Upgrade the existing Cisco Call Manager cluster from version 4.2(1) to 6.1 on the existing hardware
DL380 G4 server platform. This upgrade will involve the OS change from MS Window to Linux, This
CCM software upgrade is required prior to implement the Phase II of the project in the next section.
Phase II
Cisco Unified Contact Center Express (UCCX) Implementation I
I
I
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South Side Office
Contact Center
Agents/Supervisors
Contact Center Access Switch
City of Augusta will migrate its customer service call center function from the TelePath IVR system to the
IP contact center based on Cisco Contact Center Express solution working with the enQuesta customer
account management and billing systems. The proposed Cisco UCCX 5.0 solution consists of a pair of
HP ProLiant DL380 G5 HA hardware servers, 20 concurrent UCCX Premium seat licenses and 10
Preview Blended Outbound seat licenses shared between the agents and supervisors between the two
call center offices as shown in the following page. Scripting is required to pop the caller's account
information on agent's PC screen based on caller's account #/primary telephone number/the last four
digits of their SSN#.
Calls destined to the customer service call center will use the existing voice gateway module within the
Cat6513 to reach the contact center. Contact center agents will use Cisco IP phones to handle incoming
calls. Calls waiting in queue will be terminated on the UCCX server where callers will hear hold
messages.
Customer service call center agents will interact with the call center through Cisco's Agent Desktop
(CAD). CAD offers agents the ability to alter logged inllogged out and ready/not ready states at the touch
of a button, It also provides real-time chat between agents and supervisors, banner messages from
supervisors to all agents, call details (calling number, called number, time in queue, etc.) on the desktop.
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The installation will include on demand call monitoring, recording and standardized pre-packaged
reporting. City of Augusta has the capability to integrate with various third-party call recording, screen
capture and reporting solutions for enhanced functionality.
The installation will also include the database integration with the existing Oracle-based enQuesta
customer account management and billing systems for callers to access their account balance, last
payment information and to make payment on their account. For making a payment the IVR will capture
the payment information and will write it to a database table from which the City of Augusta will process
the payment. The self-serving past month (water & sewer) usage, amount due and last payment function
will be provided by querying the enQuesta customer database and delivering the content to the user via
voice scripts which will be provided by the City of Augusta.
The solution will contain up to five queues, All agents can serve any of the five queues based on their
skills. There are less than 3 scripts and each of the scripts has no more than three layers of tree
structure. The UCCX server will be located at the Augusta, GA Data Center with the CUCM cluster.
The solution will also contain outdial functionality for customer shutoff notifications.
The Back Door Telephony Interface currently on the TelePath IVR system as described in the
Specifications For Telepath IVR System will not be implemented on the UCCX system due to lack of
knowledge from the City of Augusta. A change control will be used to add this task to the project if the
needs change.
Tasks and Activities:
The tasks and activities to be performed by Logicalis at your request are:
1. Project Overview
The following paragraphs describe the steps for solution delivery of an UCCX basic call center for
City of Augusta. Logicalis consultants provide post-sales infrastructure and IP Telephony design,
implementation and support. Logicalis also assigns a Project Manager to coordinate resources
and oversee the implementation.
This Statement of Work proposes services on a time and materials basis. As such, some of the
steps outlined below may not be required based on the information provided and work performed
by City of Augusta's staff.
It is important to note that every effort has been made to provide an accurate estimate of the effort
required to implement this project based on the information provided by City of Augusta,
Modifications to the design and implementation plan could change the hours required to complete
this project and would be handled via the change order process.
2. Project Acceptance
. Statement of Work signed.
. Equipment Ordered.
3. Planning and Introduction Teleconference
. Project Manager and engineer(s) identified.
. Status of equipment delivery is reviewed.
· City of Augusta contacts for the project are identified.
· Users and extensions discussed; BAT template sent to City of Augusta to identify extensions,
user names, and user IDs.
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. Call flows and Auto Attendant are discussed.
. Call flow templates sent to City of Augusta for preliminary input.
. Preliminary exchange of information and documentation begins.
4. Project Kick-off Meeting
. Project manager, primary, and secondary engineers introduced.
. Status of equipment delivery is reviewed.
. The preliminary "high level" project plan is presented and reviewed.
. Adjustments are made to project plan as required.
. Discuss the roles and responsibilities as defined in the project plan.
. Review the broad range of services, risk factors, timelines, milestones, and contingencies
affecting the project.
5. Technology Meetings
During this phase of the project a Logicalis consultant will meet on-site to begin the discovery
phase. The time required to complete the technology meetings can vary based on the City of
Augusta's knowledge of the existing infrastructure, current configuration, and future requirements.
Topics covered include:
o Contact center business requirements.
o Overall call flow requirements.
o Time of day routing.
o Day of week routing,
o After-hours call handling.
o Agent skill groups and skills-based routing (if required).
o Greetings and recordings.
o Cisco Agent Desktop (CAD) installation.
o Database access
o Access to Customer data tables
o Payment information data tables
6. Implementation Design and Configuration Acceptance
Based on criteria developed during the technology meetings, detailed project documentation is
compiled, and the project plan is modified as required. To ensure a successful deployment
Logicalis will review all items below with the City of Augusta, GA and require signed acceptance of
the following documentation prior to beginning the onsite implementation:
. UCCX call routing details
. Queue configurations
. Script configurations with tree structure details
. UCCX Server Installation Documentation (IP addresses, computer names, workgroups, DNS,
gateway, ...)
· enQuesta database integration details
· Acceptance Criteria Test Plan
· Completed project plan with dates and milestones for all phases of the project.
7. UCCX Implementation (Basic Incoming/outgoing Call Center)
. Install UCCX servers at City of Augusta, GA location.
· Integrate the UCCX server with City of Augusta, GA Call Manager cluster.
. Add CTI ports and route points for UCCX calls.
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. Modify agent IP phone configurations to support IPCC Express.
. Develop queries for retrieving customer balance, last payment, and storing payments.
. Develop call routing script to send the key-stroke macro to the enQuesta application
databases for related screen pops based on discovery meetings.
. Configure monitor, barge, intercept and call recording for supervisors
. Work with City of Augusta, GA to develop standard reporting options for monitoring agent
performance
. Record prompts for the ACD (City of Augusta, GA staff will be responsible for recording
the content of the prompts. Logicalis will assist with the recording process.)
. Test and troubleshoot the script as required.
. Install Cisco Agent Desktop (CAD) software on PCs provided by City of Augusta, GA.
This activity is performed by by City of Augusta, GA. City of Augusta, GA will be
responsible for ensuring agent PC's are suitable for installing CAD. Logicalis consultant
will show by City of Augusta, GA personal how to install CAD on PCs provided by City of
Augusta, GA and test for CAD proper communication with the Cisco UCCX server.
8. Acceptance Testing
. Review call flows/queues/scripts
. Test recording
. Test CADs
. Logicalis will apply the acceptance testing criteria to the deployed solution. Any
unacceptable results are corrected and documented. This criterion was developed during the
Techn%gy Meeting task (see above, Task 5).
. Document acceptance-testing results.
· Sign-off on the acceptance-testing by both Logicalis and City of Augusta, GA at the
completion of the testing phase.
9, Post Implementation/Cut-over Support
A Logicalis consultant will provide post installation/cut-over support to ensure a smooth transition to
the UCCX solution. Logicalis recommends a minimum of 16 hours of support following the IPT cut-
over, Support tasks include:
· Assist users with questions, concerns, or issues using the UCCX system.
. Monitor the new environment for stability.
· Troubleshoot any issues that arise related to the implementation and cut-over.
10. Completion Criteria
For the purpose of clarification and completion of the implementation a workable and usable IP
telephony solution is described as follows:
· The Cisco IPCC solution is installed and configured as agreed upon and signed as a result
of the Techn%gy Meeting task (see above, Task 5 and Task 6)
· Agent is able to receive inbound calls via the appropriate queue,
. Supervisors are able to monitor/ record calls
· After hours/holiday hours calls are directed appropriately
· Customers receive proper account and last payment information
· Payments are stored in the table for processing
· enQuesta screen is popped to the appropriate customer when proper info is supplied
· When the above requirements are met through installation and configuration Logicalis'
obligations and expectations to both this document and will be completed, Any configuration
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not shown above will and can be done on a time and material basis estimated on a per
incident basis.
11. Training
. Agent training
o Introduction
o IPCC Client login
o IPCC Client options (Ready, Not Ready, Reason Codes, and Agent Statistics etc.)
o IPCC remote agent\queue call transfer
o Hand-on
o Q&A
. Admin Training
o Introduction
o Application administration login
o Agent line configuration and user import in CCM
o Agent user import from CCM to IPCC
o Setting up CCM to interoperate with IPCC
o Queue implementation
o Skill assignments to the agents and queues
o Agent assignments to the queue
o Historical and real time reporting
o Hand-on
o Q&A
. Supervisor Training
o Introduction
o Supervisor login
o Team management
o Real time statistics of all the queues
o Agent monitoring
o Agent call recording and archiving
o Team reports
o Hand-on
o Q&A
12, Project Management
Project management is an essential ingredient for the success of an IP Telephony project. The
Project Manager will playa vital role coordinating resources and keeping the project on track.
Project management time will be charged according to actual hours accrued. Details include:
· Project management tasks will be conducted throughout the duration of the project.
· A weekly conference call will be provided to communicate project milestones, project
contingencies, issue tracking, and resource allocation.
· The Project Manager will provide weekly status reports on the hours worked and activities
completed,
· The Project Manager will compile the project documentation developed during the course of
the implementation and present it in electronic form at the completion of the project.
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13. Deliverables
The deliverables for this engagement will include:
. Signed Scope of Work.
· Signed Design/Configuration Acceptance criteria (step 6)
. Project Change Orders (if any),
. Copies of all Configurations (Switches, Routers, Communications Manager, etc).
. Training Documents,
. Project Close Documents.
14. Documentation Review and Final Presentation
. Test & Acceptance criteria sign-off by Logicalis and City of Augusta.
· Project completion and satisfaction survey sign-off by Logicalis and City of Augusta.
Out of Scope:
All items not specifically detailed in the Tasks and Activities section above are considered out of scope.
Examples of out of scope items are detailed in the Assumptions, Roles, and Responsibilities section of
this statement of work.
Estimates:
The total estimated time to complete this project is 434 hours as detailed in Table 1 below.
Table 1:
Task
1
2
3
4
Description
Cisco CCM 4.2 to CUCM 6.1 software upgrade
Cisco UCCX Implementation and Testing
Database Integration and Testing
Cisco UCCX administration, Supervisor, and Agent Training
Total
Hours Estimate
24
330
56
24
434
A status report summarizing hours of service and activities performed will be generated for each week in
which service was delivered.
Estimates may change once the project has begun. Should additional time be required past the time
estimate, a change control document will be presented for approval. No work will continue past the
original estimated time without your signature on the change control document approving the additional
time.
Pricing:
The professional services listed above will be provided as a time-and-material engagement. Pricing for
these services will be billed at $187.50 per hour per service consultant with an 8-hour onsite minimum.
Should any of this work be scheduled outside of normal business hours (8:00 AM - 5:00 PM, Monday
through Friday), on a holiday, or on the weekend, a 50% uplift to the hourly rate may apply.
Travel expenses will be tracked separately and billed directly to the client. Travel expenses will include
cost incurred from travel (airfare, rental car, mileage, tolls, and lodging). Meals, if any, will be billed at the
per diem rate of $45, The amount does not include taxes, if any, which will be client responsibility.
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Invoicing will occur once per month at month end.
This engagement is for services only. It is assumed City of Augusta will procure and have readily
available appropriate hardware, licenses for software products, and features that are to be implemented.
The delivery of services will be performed at a Logicalis facility and/or City of Augusta's Augusta, Georgia
location as indicated above. This document is valid for 30 days from date of issue, for services
completed within 180 days of acceptance.
Post-Project Support Option Descriptions:
In addition to the IPrr configuration and installation, Logicalis also proposes four post-project support
options:
Option A: Logicalis IPC Gold Support
Logicalis will provide 24x7 remote manaoement services for Communications Manager, Unity,
Gateways, Switches, and Routers. Logicalis will monitor, notify, and resolve all service affecting
incidents. The service includes the following reports:
.
Summary Reports
Forecast Reports
Correlation Reports
Quality of Service Reports
Historical Reports
Admin Reports
Hourly, daily and monthly
30,60,90 day
Compare performance metrics for different devices
Jitter, Latency, Packet Loss
Total Call Volume, Call Type Distribution
IP Telephony Inventory
.
.
.
.
.
Option B: Logicalis IPC Silver Support
Logicalis will provide 24x7 remote monitorino services for Communications Manager, Unity,
Gateways, Switches, and Routers. Logicalis will monitor for all service affecting incidents and
notify City of Augusta for City of Augusta's resolution, For the first month, this service includes a
ten (10) hour retainer for remediation and administrative tasks (moves, adds, changes) at a rate
of $125 per hour. Support requests that exceed the retainer will be charged at the standard time-
and-materials rate of $150 per hour.
Option C: Logicalis IPC Standard Support
Logicalis will provide a retainer service for remote IPC support at $125 per hour. For the first
month, this service includes a twenty (20) hour retainer for remediation and administrative tasks
(moves, adds, changes) at a rate of $125 per hour. For subsequent months, the retainer is five
(5) hours at a rate of $125 per hour. Support requests that exceed the retainer will be charged at
the standard time-and-materials rate of $150 per hour. Logicalis will provide a remote response
to all requests within one business day (7 AM - 7PM EST, Monday - Friday) of receipt of the
request.
Option D: No Logicalis IPC Support
City of Augusta is comfortable with its abilities to provide "Day 2" support and does not wish to
contract with Logicalis for any post-implementation support.
Post-Project Support Option Selection:
Gold: Post-Implementation Managed Service
Option A: $2310 Per month (estimate)
Start-up fees estimate is $2200)
Detailed Statement of Work to be provided.
D Accept option
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"
Silver: Post-Implementation Monitoring Service
Option B: $1515 For first month (estimate),
Start-up fees estimate is $2200)
Detailed Statement of Work to be provided.
D Accept option
Standard: Post-Implementation Remote Support Retainer Service
Option C: $2,500 (20 hours @ $125 per hour for the first month)
$625 (5 hours @ $125 per hour for subsequent months).
~~ ~el expenses not included.)
'fpJ M Accept option
No Post-Implementation Support
Option D: No Logicalis post-implementation support
D Accept option
Assumptions, Roles and Responsibilities
The IP Telephony project quoted in this proposal is based on the following assumptions, roles, and
responsibilities:
Facilities
. City of Augusta will be required to provide an adequate environment for any equipment to be
installed, including, but not limited to: power, lighting, cabling, UPS systems, temperature, climate
controls and racks.
· City of Augusta will be required to provide appropriate workspace for Logicalis' consultants, with
desk, phone, and network connectivity.
Information
· The recommendations within this proposal are based on the information gathered from City of
Augusta, Some of the design and services are the result of certain assumptions. Logicalis
reserves the right to re-address this response to arrive at a finalized design if additional details
are discovered / disclosed that were not initially provided by City of Augusta.
. City of Augusta will be required to provide current IP addressing scheme.
. City of Augusta will be required to provide a complete extension overview and network 4/5-digit
dialing plan.
· Based on modifications in the information collected, any modifications to the solution proposed, or
any clarifications provided to the information presented, Logicalis reserves the right to modify its
proposal accordingly.
Resources and Access
. City of Augusta will be required to provide a dedicated project resource(s) for project participation.
. On occasion, Logicalis could require supervisory access to key infrastructure components within
City of Augusta's environment.
· Logicalis will require timely access to City of Augusta technical and administrative personnel
during this engagement.
· Project will be scheduled at a mutually agreeable time between Logicalis and City of Augusta,
Exceptions
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· City of Augusta is responsible for ensuring their application databases - enQuesta customer
account management and billing systems do support key-stroke macro.
· City of Augusta, GA will be responsible for ensuring agent PC's are suitable for installing CAD.
. City of Augusta, GA is responsible for providing the PC's and installing the Cisco Agent Desktop
(CAD) software on PCs. Logicalis will demonstrate how to perform the (CAD) installation.
. City of Augusta, GA will be responsible for providing the voice scripts used in the self-serving past
month (water & sewer) usage, amount due and last payment function.
. The Back Door Telephony Interface currently on the TelePath IVR system as described in the
Specifications For Telepath IVR System will not be implemented on the Cisco UCCX system
under this statement of work due to lack of information required to scope the services. Logicalis
can address these requirements and prepare a change order for the additional services once
those requirements are fully understood,
. Changes to network operating systems, addressing, Internet connectivity, workstation
configurations or any work not explicitly stated within this proposal would be outside the scope of
this proposal and are billable,
· City of Augusta will be responsible for all product-shipping charges. This includes shipping from
Logicalis' facility to City of Augusta's facility, and shipping from the manufacturer to Logicalis'
facility.
· Logicalis is not responsible for any work outside of the statement of work, the stated products, or
software features that are listed on the proposal.
· Services rendered outside of scope and approved via the change control process would be billed
at the time and materials rate.
· City of Augusta and Logicalis must approve and sign off on any work done out of scope before
commencement of services.
Project Assumptions:
· The estimate provided is based on the UCCX requirements provided to Logicalis by City of Augusta,
GA. Those requirements are detailed in this statement of work. Logicalis will work with City of
Augusta, GA to develop the final UCCX configurations (queues, scripts, call routing, enQuesta
database integration) during the technology meetings (task 5). Logicalis will require signed
acceptance of the final configuration (task 6) prior to implementation. Any changes to the
requirements as understood by Logicalis and detailed in this statement of work and/or configuration
modifications after signed acceptance (task 6) would be handled via the Logicalis change control
process. Any changes required could affect the consulting time required and overall cost of the
project.
· The project will involve some 'transfer of knowledge.' The purpose of technology transfer is to explain
what Logicalis accomplished and provide a high level overview of how it was accomplished. Clients
without previous experience in the technology should not expect to become proficient as a result ,of
technology transfer. Proficiency can only be achieved through formal training and experience.
· The terms of the Master Agreement between Augusta, GA and Logicalis, dated May 27, 2008, are
incorporated herein by reference..
· For any product shipped to a Logicalis facility associated with this engagement, the customer will be
billed for that product Net 30 upon shipment of the product to Logicalis by Cisco or authorized Cisco
distributor.
· Only activities identified in this engagement letter will be performed. If other work is desired or
additional activities are identified a change order or new statement of work will be required prior to
completion of that work or those activities.
· Circuit provisioning, circuit trouble-shooting, and City of Augusta representation to carrier vendors will
be the responsibility of City of Augusta, although Logicalis may be contracted to assist with these
tasks.
· City of Augusta is responsible for ensuring that all telecommunications circuits are installed and
operational according to the functional specifications and dates required for the project.
· City of Augusta is responsible for obtaining the software media for CUCM 6,1 prior to implement
Phase I of the project.
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. LOGICALlS shall obtain a cashier's check for 100% of the dollar amount of services described in the
Scope of Work for the first Cisco Contact Center Engagement. This does not include third-party
hardware or software. Proof of the Cashier's Check Acquisition must be attached as Exhibit to the
Scope of Work. CUSTOMER shall refund the total amount of the cashier's check to LOGICALlS
within thirty (30) days of completion of the services described in the Scope of Work.
. The Scope of Work will operate in accordance with Augusta, GA RFP 07-165 and any item herein
outside of such must be completed as in contract or be subject to penalty clause. In case of conflict
between the original RFP and this Scope of Work, this SOW shall supersede all previous or
contemporaneous negotiations, commitments and writings with respect to matters set forth herein. It
may only be modified in writing and must be signed by authorized representatives of both parties.
Ordering Process:
To confirm our retention and authorize work to begin on your project, please return two (2) copies of this
letter signed in the "Acceptance" area on the next page. Alternatively, you may FAX a copy to (770)325-
2110. Upon acceptance by Logicalis, a counter-signed copy will be returned to your attention. Logicalis
will then be prepared to start scheduling the delivery of these services within 30 days.
Summary:
We look forward to working with you. Please let me know if you have any questions regarding the
contents of this letter.
John Stone
Account Executive
(770)325-2112
(770)325-2110 Fax
John.Stone@us.logicalis.com
cc: John Condon, Lara Constantino, David Cartmel, Charles Lan
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Implement UCCX and Screen POPs with EnQuesta Consulting from Logicalis for City of Augusta
Estimate: $81,375,00 (434 hours @ $187.50 per hour, Travel expenses not included.)
Acceptance:
Accepted By:
City of ugusta
~>4.
/~
Signature
MA'l'l);l..
Title
gr~(o<:(.
Date
City of Augusta P.O. Number
(if provided)
City of Augusta FAX Number
Billing Contact:
Mr, Mike Blanchard
City of Augusta
530 Greene St Annex 101
Augusta, Georgia 30911
(706)821-2862
,
~~i
Date
Logicalis Project Number
(when available)
Billing Contact Correction:
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