PACKET FUSION, INC. (2) - Laserfiche WebLink

Home Browse Search

INSURANCE NOT ON FILE N-2023-134 WORD( MAY NOT PROCEED CITY CLERK DATE: JUN 2 q PACKET FUSION, INC. 2023 MASTER SERVICES AGREEMENT &.1Tt1r) (AV) This Master Services Agreement (the "Agreement" or "MSA") sets forth terms under which Packet Fusion, Inc., a (MI California corporation ("Company", "Contractor", "Licensor" "Managed Service Provider" or "PFI") shall provide services to CITY OF SANTA ANA, ("Customer"). This Agreement is effective as of the date of signing by both parties (the "Effective Date") and will remain in effect for all future orders or purchases of equipment, licenses, services, software, subscriptions, and support. Capitalized terms shall have the meanings defined in the Agreement. In consideration of the mutual promises and obligations in the Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows. 1. MAINTENANCE AND SUPPORT SERVICES 1.1. Support Services. The Customer may elect to have Company provide on -going Support Services for either their premise -based systems or their cloud -based solutions. 1.1.1. Premise Solutions. If Customer elects to engage Company for premise -based Support Services, the Company shall provide such Support Services as described more fully on one or more Support Services Addendums signed by Company and Customer which are incorporated herein by reference to this Agreement ("SSA" or "Support Services Addendum") as Exhibit A. 1.1.2. Cloud Solutions. If Customer elects to engage Company for cloud -based Support Services, the Company, in conjunction with the cloud service provider, shall provide Support Services more fully described on one or more Support Services Addendums signed by Company and Customer which are incorporated herein by reference to this Agreement. Such Addendums shall be included in Exhibit 1 of this Agreement. 1.2. Equipment, License and Software Purchases. Title to any equipment, license or software purchases shall pass to customer upon the date that the equipment, license or software is delivered to the Customer designated site, subject to the rights of PFI in the following paragraph. 1.3. Delivery and Installation. All risk of loss passes to Customer upon delivery of equipment to the installation site. The equipment delivery date shall be at a time to be mutually agreed upon by the parties. PFI will install the equipment. Customer will be responsible for a suitable place for installing the equipment, all electrical outlets, power hook-ups, related carpenter work as specified by PFI, and an equipment area acclimatized to computer requirements in terms of temperature. 1.4. Term, This Agreement shall continence on June 12, 2023 and end on June 11, 2024. 2. INVOICING AND PAYMENT 2.1. Unless otherwise stated in any SOW, product sale or services order, Customer will pay all invoices within forty-five (45) days of the date of the applicable invoice by check, ACH or wire transfer. All payments are non-refundable and PFI will charge an administrative fee for returned checks. 2.2. Fees and other amounts due shall be set forth in each product or services order or SOW C'Fees"). Unless otherwise stated in a product or services order, SOW or this Agreement: (a) all Fees quoted are payable in the currency set forth in the applicable order or SOW, and (b) Customer will be invoiced for the Fees as set forth in order or SOW. The total compensation paid to the Company under this Agreement shall not exceed $48,834.03, as identified in Company's Support Quote, attached hereto and incorporated herein by this reference as Exhibit B. 2.3. All Fees and quoted prices are exclusive of applicable regulatory charges and state and local taxes. All taxes that are the responsibility of Customer shall be paid by Customer. Company will invoice Customer for sales taxes and Customer agrees either to pay Company amounts covering such taxes (as determined by tax authorities) or to provide evidence necessary to sustain an exemption therefrom. PFI MSA Page 1 of 8 Rev, 4.30.2022