HomeMy WebLinkAboutWILLIAMS COMMUNICATIONS SOLUTIONS for telecommunications system at Central Library at 7111 Talbert Av 5/498 Nortel Software License Agreement - City Clerk Note: Maybe Known as Nextira, Wiltel, Nortel, & PacTel Meridian - 1998-05-0410r
TY OF HUNTINGTON BEACO e
MEETING DATE: 05-18-98 DEPARTMENT ID NUMBER: FD-98-011
Council/Agency Meeting Held:
Deferred/Continued to:
g(Approved _ ❑ Conditionally Approved 0 Denied
Council Meeting Date: 05-18-98
6X.%d
J W/
1)2PWY Cit/Clerk's Signature
Department ID Number: FD-98-011
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City Administrator"-d
PREPARED BY: MICHAEL P. DOLDER, Acting City Administrator/Fire Chief
SUBJECT: CORRECTION OF CONTRACT AMOUNT FOR
TELECOMMUNICAITONS CALL ACCOUNTING SYSTEMS
Statement of Issue, Funding Source, Recommended Action, Alternative Action{s), Analysis, Environmental Status, Att4chment1s)
Statement of Issue: Ammend amount approved for the replacement of the
Telecommunications Call Accounting System to include sales tax.
Funding Source: The correct amount of $ 68,869.49 is budgeted in the Equipment
Replacement account,
Recommended Action: Motion to approve and authorize the Mayor and City Clerk to
execute the Telecommunications Call Accounting contract in the corrected amount of
$ 68,869.49
Altemative Actions): Do not approve ammended amount,
Analysis: At the May 4, 1998 meeting, City Council approved the Williams Communications
contract to replace the Telecommunications Call Accounting System. However, due to a
clerical oversite, the amount indicated for approval did not include sales tax. $ 68,689.49
should have been noted for approval on the previous RCA and $63,916 was indicated and
approved. Page two of the contract should have had a not to exceed compensation amount
of 68, 869.49.
RCA FD-98-011 AM MEND MENT.doc
-2-
05/11/98 4:11 PM
REQUEST FOR COUNCIL ACTIQN
MEETING DATE: 05-18-98
Attachment(s):
DEPARTMENT ID NUMBER: FD-98-011
1 Ammended Agreement Between the City of Huntington Beach and
Williams Communications Solutions, LLC, for Telecommunications
System — Replace Call Accounting System at all city Facilities.
2 Legislative draft of page two of Agreement Between the City of
Huntington Beach and Williams Communications Solutions, LLC, for
Telecommunications System — Replace Call Accounting System at all
city Facilities.
3 Original page two of Agreement Between the City of Huntington
Beach and Williams Communications Solutions, LLC, for
Telecommunications System — Replace Call Accounting System at all
city Facilities.
RCA Author: White, ext 1555
RCA FD-98-011 AMMENDMENT.doc -3- 051111983:41 PM
Council/Agency Meeting Held: S
W /
Deferred/Continued to:
Mef/Approved ❑ Conditionally Approved ❑ Denied
_
7-0
1)v City Clerk's Signature
Council Meeting Date: May 4, 1998
Department ID Number: FD 98-008
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY:
PREPARED BY:
SUBJECT:
RAY SILVER, City Administrator4ev
MICHAEL P. DOLDER, Acting Assistant City Administrator/Fire Chief
APPROVE WILLIAMS COMMUNICATIONS CONTRACTS FOR
VOICEMAIL AND CALL ACCOUNTING SYSTEMS
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: Staff is seeking Council approval of Williams Communications
contracts to provide hardware, software, and labor to upgrade the existing voicemail systems
at City Hall, Central Library, and Joint Powers Training Center, and to replace the Call
Accounting System, which is currently non -operable.
Funding Source: Currently, a total of $117,791 is budgeted in this years
Telecommunications Capital and Equipment Replacement accounts; $53,875 in Capital
Budget and $63,916 in Equipment Replacement Budget. The three contracts to upgrade and
network voicemail total $51,431.10 and the Call Accounting Replacement contract is
$63,916.
Recommended Action: Motion to approve and authorize the Mayor and City Clerk to
execute the contracts, including settlement committee recommendations with Williams
Communications for: 1) contract to upgrade existing voicemail system at City Hall and
network to Joint Powers and Central Library ($27,898.55); 2) contract to upgrade existing
voicemail at Joint Powers and network to Central Library and City Hall ($15,988.31); 3)
contract to upgrade existing voicemail at Central Library and network to City Hall and Joint
Powers ($7,544.23); 4) contract to replace Call Accounting System at all City locations
($63,916).
Alternative Actions : Do not approve contracts.
REQUEST FOR COUNCIL ACTIRN
MEETING DATE: May 4, 1998
DEPARTMENT ID NUMBER: FD 98-008
Analysis: The City's three Meridian voicemail systems (City Hall, Joint Powers Training
Center, Central Library) have year -coding embedded in the software programming and will
not function beyond the year 1999 without software and hardware upgrades. In addition, the
three voicemail systems are not interactive with each other, so that employees in one system
cannot use normal features of voicemail with employees in another system. Functions such
as message forwarding, reply, and message distribution are limited to mailboxes within the
same system.
In addition, the Call Accounting software used on the City's telephones to track incoming and
outgoing telephone calls (and their associated costs) stopped working in early 1997 and is
not repairable. The replacement accounting software was budgeted for this fiscal year. Call
Accounting software allows the Telecommunications Division to analyze components of the
telephone system, such as trunk utilization, system capacity, and cost-efficient call routing.
These analysis tools are critical to monitoring and reducing City telephone costs and will give
Telecommunications the ability to optimize facility requirements.
Williams Communications installed the original voicemail systems and has been maintaining
them for the last eight years. Their in-depth knowledge of the City's programming
requirements and their consistent high quality service makes them the desired vendor for this
critical task. As a part of the contract, Williams Communications will provide and install new
software and hardware to resolve the "Year 2000" issue, network the three voicemail
systems together, and provide a Call Accounting and Analysis System.
Williams Communications has asked for some modifications to the liability portions of the
contract. The contracts were reviewed by the Settlement Committee, who made the
following recommendations:
1. Accept the request by Williams Communications to limit their liability to bodily injury and
tangible property damage for indemnity and general liability insurance purposes.
2. Accept a complete waiver of the standard professional liability insurance requirements.
3. Accept a complete limitation of liability for any damages caused by City.
RCA 98008 2 -2- 04129/98 10:38 AM
I4 ,
R QUEST FOR COUNCIL ACT N
MEETING DATE: May 4, 1998 DEPARTMENT ID NUMBER: FD 98-008
Environmental Status: Not applicable.
Attachment(s):
Agreement Between the City of Huntington Beach and Williams Communications
Solutions, LLC, for Telecommunications System — Upgrade Existing VoiceMail System
at City Hall, 2000 Main Street
2 Agreement Between the City of Huntington Beach and Williams Communications
Solutions, LLC, for Telecommunications System — Upgrade Existing VoiceMafl System
at Central Library, 7111 Talbert Avenue
3 Agreement Between the City of Huntington Beach and Williams Communications
Solutions, LLC, for Telecommunications System — Upgrade Existing VoiceMail System
at Joint Powers Facility, 18301 Gothard Street
4 Agreement Between the City of Huntington Beach and Williams Communications
Solutions, LLC, for Telecommunications System — Replace Call Accounting System at
all City Facilities
5, 1 Certificate of Insurance
RCA Author: White, ext.1655
RCA 98008 2 -3- 04/29/98 10:38 AM
(6) 05/04/98 - Council/Agency Agenda - Page 6
E-3. (City Council) Approve Four Agreements With Williams Communications
Solutions LLC - For Voice Mail & Call Accounting Systems Telecommunications
ys_tem) - City Hall - Central Library - Joint Powers Facility And To Replace Call
Accounting System At All City Facilities - Approve Modifications To The Llability
Insurance Requirements (600.10) -Approve and authorize the Mayor and City Clerk
to execute the four Agreements between the City of Huntington Beach and Williams
Communications Solutions, LLC, for Telecommunications System, including settlement
committee recommendations Williams Communications for: 1. Contract to upgrade
existing voicemail system at City Hall and network to Joint Powers and Central Library
($27,898.55); 2. Contract to upgrade existing voicemail at Joint Powers and network to
Central Library and City Hall ($15,988.31); 3. Contract to upgrade existing voicemail at
Central Library and network to City Hall and Joint Powers ($7,544.23); and 4. Contract
to replace Call Accounting System at all city locations ($63,916). Submitted by the Fire
Chief
[Approved- 7-0]
E-4. (Cty_Council•) Receive And File 1996-97 State Controller's Report Prepared By The
gconomic Development Department (400.20) - Receive and file the State Controllers
Deport for the 1996-97 fiscal year. Section 33080.1 of the State of California's Health
and Safety Code ("Redevelopment Law"), states that the Redevelopment Agency is
required to prepare and Annual Report Annual Report Of Financial Transactions For The
12 Months Ended September 30, 1997. This Report is forwarded to the California
Department of Housing and Community Development (HCD) by no later than six months
after the end of the fiscal year. Attached for the Agency's review is the report for fiscal
year 1998-97. Submitted by the Economic Development Director
[Approved -- 7-0]
E-5. (Citv-Council) Approve Affordable Housing Covenants For Heritane Communities
project - Tract No. 14690 - (Pacific Landing, Formerly Cannes Pointe) - Three
orners Partnership - Declaration Of Conditions Covenants & Restrictions For
property Resale Restrictions - No Garfield Avenue Between Main & Huntington
ptreets - Holly Seacliff Development Agreement Area (420.60) - Approve and
authorize execution of the affordable housing covenant Declaration Of Conditions,
Covenants And Restrictions For Property (Resale Restrictions) for the Heritage
Communities Project (Tract No. 14590) by the Mayor and City Clerk and direct the City
Clerk to record with the Orange County Recorder. Submitted by the Community
Development Director
[Approved-- 7-0]
E-6. (City -Council) Reimbursement Agreement With Three Corners Partners. L.L.C. For
2-Inch Water Main Construction In Huntin ton Street Between Garfield Avenue
And Main Street - Heritage Communities - Tract No. 14690 (600.10) - Approve and
authorize the Mayor and City Clerk to execute the Reimbursement Agreement For Water
Pipeline Construction Between The City Of Huntington Beach And Three Corners
Partners, L.L. C. for the cost of construction of the 12-inch water main in Huntington Street
(between Garfield Avenue and Main Street) for a cost not to exceed $135,000. Submitted
by the Acting_ Public Works Director
[Approved- 6-0-1 (Green out of room)]
E-7. (City Council) Adopt Resolution No. 98-32 Approving A Revision To Resolution,
(6)
0
G',en a,lz 1-16XIt�0,1V .
ATTACHMENT 2
0019517,01
05118/98 - CounciilAgenc•Agenda - Page 8 • (8)
E-10. (City Council)Aoarova The Selection Of Two Design/Build Contracts For The
Under round Stora a Tank Removal & Replacement Project - CC-1066 - Tait and
Associates. Inc. (Package No. 1) And Gradient Engineers, Inc. (Package.Nos. 2. 3
& 4 - City Yard/Park, Tree, Landscape Yard/Civic Center/Beach Yard/Fire Stations_
& Facilities -1. Approve and authorize the Mayor and City Clerk to execute the
Agreement between the City of Huntington Beach and Tait & Associates, Inc. for the
Underground Storage Tank Removal and Replacement at the City Yard, and the Park,
Tree and Landscape Yard (CC-1066) a design/build contract for a fee of $325,626 to
provide design/build construction services for Package 1 of the Underground Storage
Tank Removal & Replacement Project; 2. Approve and authorize the Mayor and City
Clerk to execute the Agreement between the City of Huntington Beach and"Gradient
Engineering, Inc., for the Underground Storage Tank Removal and Replacement at the
Civic Center, the Beach Yard and the Fire Stations and Facilities (CC-1066) for a fee of
$402,776 to provide design/build construction services for Packages 2, 3 & 4 of the
Underground Storage Tank Removal & Replacement Project and 3. Authorize the
Public Works Director to expend a total of $932,944 which includes the above contract
amounts totaling $661,272, estimated construction contingencies of $100,000 and
supplemental expenditures of $104,542. Submitted by the Acting Public Works Director
(American Institute of Architects Performance Bond & Payment Bond No. 005010554,
for Tait & Associates) (National Surety Specialists Performance Bond & Payment Bond
No. PA7576012 for Gradient Engineers, Inc.)
[Approved - 7-01
E-11. (City Council) Correction Of Contract Amount For Telecommunication Call
Accounting Svstems With Williams Communications Solutions, LLC (Limited
Liability Co.) (600.10) - Approve and authorize the Mayor and City Clerk to execute
the Agreement between the City of Huntington Beach and Williams Communications
Solutions, LLC for Telecommunications Call Accounting contract in the corrected
amount of $68,869.49. Submitted by the Fire Chief (Approved by City Council on
May 4, 1998; reapproval requested in order to include the sales tax in the contract)
[Approved - 7-0]
F. Administrative Items
F-1. (City Councill Provide Direction To Staff On A Revised Street Sweeping Program
(800.10) - Communication from the Acting Public Works Director requesting the City
Council to provide direction to staff relative to whether the City should establish a
program to post street sweeping schedules City-wide and cite parked vehicles that
violate the posted schedules, and whether the street sweeping schedule should be
increased to twice per month.
Recommended Action:
Direct staff to provide the Managed Competition Committee with a program for implementation
of, and cost estimates forlincluding revenues,]returning to twice per month street
sweeping; and posting of the entire city to prohibit on -street parking on the days of street
sweeping.
[Approved as amended - 7-0]
(8)
• •
(6) 05/04/98 - Council/Agency Agenda - Page 6
E-3. sty Councill Appprove.Four Agreements With Williams Communications
Solutions, LLC - For Voice Mail & Call Accounting Systems (Telecommunications
System) - City Hall - Central Library_- Joint Powers Facility And To Replace Call
Accounting System At All CiN Facilities - Approve Modifications To The Liability
Insurance Reautrements (600.10) -Approve and authorize the Mayor and City Clerk
to execute the four Agreements between the City of Huntington Beach and Williams
Communications Solutions, LLC, for Telecommunications System, including settlement
committee recommendations Williams Communications for: 1. Contract to upgrade
existing voicemail system at City Hall and network to Joint Powers and Central Library
($27,898.55); 2. Contract to upgrade existing voicemail at Joint Powers and network to
Central Library and City Hall ($15,988.31); 3. Contract to upgrade existing voicemail at
Central Library and network to City Hall and Joint Powers ($7,544.23); and 4. Contract
to replace Call Accounting System at all city locations ($63,916). Submitted by the Fire
Chief
[Approved- 7-0]
E-4. (City Council) Receive And File 1996-97 State Controller's Report Prepared By The
Economic Development Department (400.20) - Receive and file the State Controllers
Report for the 1996-97 fiscal year. Section 33080.1 of the State of California's Health
and Safety Code ("Redevelopment Law"), states that the Redevelopment Agency is
required to prepare and Annual Report Annual Report Of Financial Transactions For The
12 Months Ended September 30, 1997. This Report is forwarded to the California
Department of Housing and Community Development (HCD) by no later than six months
after the end of the fiscal year. Attached for the Agency's review is the report for fiscal
year 1996-97. Submitted by the Economic Development Director
[Approved -- 7-0]
E-5. (City Council) Approve Affordable Housina Covenants For Heritage Communities
Project. - Tract No. 14690 - Pacific Landing, Formerly Cannes Pointe - Three
Corners Partnership - Declaration Of Conditions. Covenants & Restrictions For
Property Resale Restrictions - No Garfield Avenue Between Main & Huntington
Streets - Holly_Seacliff Deveiopment Agreement Area (420.60) - Approve and
authorize execution of the affordable housing covenant Declaration Of Conditions,
Covenants And Restrictions For Property (Resale Restrictions) for the Heritage
Communities Project (Tract No. 14590) by the Mayor and City Clerk and direct the City
Clerk to record with the Orange County Recorder. Submitted by the Community
Development Director
[Approved= 7-0]
E-6. (City Council) Reimbursement Agreement With Three Corners Partners. L.L.C. For
12-Inch Water Main Construction In Huntington Street Between Garfield Avenue
And Main Street - Heritage Communities - Tract No. 14590 (600.10) - Approve and
authorize the Mayor and City Clerk to execute the Reimbursement Agreement For Water
Pipeline Construction Between The City Of Huntington Beach And Three Corners
Partners, L.L. C. for the cost of construction of the 12-inch water main in Huntington Street
(between Garfield Avenue and Main Street) for a cost not to exceed $135,000. Submitted
by the Actina Public Works Director
[Approved- 5-0-1 (Green out of room)]
E-7. (City Council) Adopt Resolution No. 96_-32 Approving A Revision To Resolution
(6)
Council/Agency Meeting Held: S
W / 6W.1d
Deferred/Continued to:
igApproved ❑ Conditionally Approved ❑ Denied
_
7— O
!)rP City Clerk's Signature
Council Meeting Date: May 4, 1998
Department ID Number: FD 98-008
CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY:
PREPARED BY:
SUBJECT:
RAY SILVER, City AdministratorOP�?.�
MICHAEL P. DOLDER, Acting Assistant City Administrator/Fire Chief
APPROVE WILLIAMS COMMUNICATIONS CONTRACTS FOR
VOICEMAIL AND CALL ACCOUNTING SYSTEMS
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: Staff is seeking Council approval of Williams Communications
contracts to provide hardware, software, and labor to upgrade the existing voicemail systems
at City Hall, Central Library, and Joint Powers Training Center, and to replace the Call
Accounting System, which is currently non -operable.
Funding Source: Currently, a total of $117,791 is budgeted in this years
Telecommunications Capital and Equipment Replacement accounts; $53,875 in Capital
Budget and $63,916 in Equipment Replacement Budget. The three contracts to upgrade and
network voicemail total $51,431.10 and the Call Accounting Replacement contract is
$63,916.
Recommended Action: Motion to approve and authorize the Mayor and City Clerk to
execute the contracts, including settlement committee recommendations with Williams
Communications for: 1) contract to upgrade existing voicemail system at City Hall and
network to Joint Powers and Central Library ($27,898.55); 2) contract to upgrade existing
voicemail at Joint Powers and network to Central Library and City Hall ($15,988.31); 3)
contract to upgrade existing voicemail at Central Library and network to City Hall and Joint
Powers ($7,544.23); 4) contract to replace Call Accounting System at all City locations
($63,916).
Alternative Action(s1: Do not approve contracts.
REQUEST FOR COUNCIL ACTION
MEETING DATE: May 4, 1998 DEPARTMENT ID NUMBER: FD 98-008
Analysis: The City's three Meridian voicemail systems (City Hall, Joint Powers Training
Center, Central Library) have year -coding embedded in the software programming and will
not function beyond the year 1999 without software and hardware upgrades. In addition, the
three voicemail systems are not interactive with each other, so that employees in one system
cannot use normal features of voicemail with employees in another system. Functions such
as message forwarding; reply, and message distribution are limited to mailboxes within the
same system.
In addition, the Call Accounting software used on the City's telephones to track incoming and
outgoing telephone calls (and their associated costs) stopped working in early 1997 and is
not repairable. The replacement accounting software was budgeted for this fiscal year. Call
Accounting software allows the Telecommunications Division to analyze components of the
telephone system, such as trunk utilization, system capacity, and cost-efficient call routing.
These analysis tools are critical to monitoring and reducing City telephone costs and will give
Telecommunications the ability to optimize facility requirements.
Williams Communications installed the original voicemail systems and has been maintaining
them for the last eight years. Their in-depth knowledge of the City's programming
requirements and their consistent high quality service makes them the desired vendor for this
critical task. As a part of the contract, Williams Communications will provide and install new
software and hardware to resolve the "Year 2000" issue, network the three voicemail
systems together, and provide a Call Accounting and Analysis System.
Williams Communications has asked for some modifications to the liability portions of the
contract. The contracts were reviewed by the Settlement Committee, who made the
following recommendations:
1. Accept the request by Williams Communications to limit their liability to bodily injury and
tangible property damage for indemnity and general liability insurance purposes.
2. Accept a complete waiver of the standard professional liability insurance requirements.
3. Accept a complete limitation of liability for any damages caused by City.
RCA 98008 2 -2- 04/29/98 10:38 AM
R QUEST FOR COUNCIL ACTION
MEETING DATE: May 4, 1998 DEPARTMENT ID NUMBER: FD 98-008
Environmental Status: Not applicable.
Attachment(s):
Agreement Between the City of Huntington Beach and Williams Communications
Solutions, LLC, for Telecommunications System — Upgrade Existing VoiceMail System
at City Hall, 2000 Main Street
Agreement Between the City of Huntington Beach and Williams Communications
Solutions, LLC, for Telecommunications System — Upgrade Existing VoiceMail System
at Central Library, 7111 Talbert Avenue
3. Agreement Between the City of Huntington Beach and Williams Communications
Solutions, LLC, for Telecommunications System — Upgrade Existing VoiceMail System
at Joint Powers Facility, 18301 Gothard Street
4, Agreement Between the City of Huntington Beach and Williams Communications
Solutions, LLC, for Telecommunications System — Replace Call Accounting System at
all City Facilities
5, Certificate of Insurance
RCA Author: White, ext.1555
RCA 98008 2 .3. 04/29/98 10:38 AM
W
ioeI�i.✓�L
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND WILLIAMS COMMUNICATIONS SOLUTIONS, LLC, FOR
TELECOMMUNICATIONS SYSTEM
THIS AGREEMENT, made and entered into this day of
1998, by and between the CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of California, hereinafter referred to as "CITY," and
WILLIAMS COMMUNICATIONS SOLUTIONS, LLC ("WILLIAMS"), a Delaware limited liability
corporation, hereinafter referred to as "CONTRACTOR."
WHEREAS, CITY desires to engage the services of a telecommunications systems
contractor to upgrade an existing system at the Central Library, at 7111 Talbert Avenue,
Huntington Beach, CA 92648; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
HBMC Chapter 3.03 relating to procurement of professional service contracts has been
complied with; and
CONTRACTOR has been selected to perform said services,
NOW, THEREFORE, it is agreed by CITY and CONTRACTOR as follows:
1. WORK STATEMENT
CONTRACTOR shall provide all services as described in the Scope of Work,
attached hereto as Exhibit "A" and incorporated into this Agreement by this reference. Said
services shall sometimes hereinafter be referred to as "PROJECT."
CONTRACTOR hereby designates &/a who shall represent it and
be its sole contact and agent in all consultations with CITY during the performance of this
Agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator ("Telecommunications Coordinator') to
work directly with CONTRACTOR in the performance of this Agreement.
jMPAUWi1te1-c14116198
1
3. TIME OF PERFORMANCE
CONTRACTOR will use all commercially reasonable efforts in performance of
this Agreement. The services of the CONTRACTOR are to commence as soon as practicable
after the execution of this Agreement and all tasks specified in Exhibit "A" shall be completed
according to the schedule attached hereto as Exhibit "B" and incorporated herein by reference.
These times will be extended with the written permission of the CITY or if a delay in the
schedule is caused by the CITY. This schedule may be amended to benefit the PROJECT if
mutually agreed by the CITY and CONTRACTOR.
4. COMPENSATION
In consideration of the performance of the telecommunication services
described herein, CITY agrees to pay CONTRACTOR a fee not to exceed Seven Thousand
Five Hundred Forty -Four Dollars and Twenty -Three Cents ($7,544.23).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A," or
changes in the scope of services described in Exhibit "A," CONTRACTOR will undertake such
work upon the mutual written agreement of the parties (the "change order'), setting forth the
details of said change including the mutually agreed adjustment, if any, to the contract price
and/or project schedule.
6. METHOD OF PAYMENT
A. CITY agrees to pay CONTRACTOR the price of the Equipment identified
in Exhibit "C." CITY shall pay CONTRACTOR fifty percent (50%) of the price of the equipment
within thirty (30) days of the effective date of this Agreement. The balance of the price shall be
paid by noon of the cutover date.
B. Delivery of work product: A copy of every technical memo and report
prepared by CONTRACTOR shall be submitted to the CITY to demonstrate progress toward
2
jmP&Wftel-G4/29I98
completion of tasks. In the event CITY rejects or has comments on any such product, CITY
shall identify specific requirements for satisfactory completion. Any such product which has
not been formally accepted or rejected by CITY shall be deemed accepted.
C. Any billings for job change orders authorized by CITY shall be invoiced
separately to the CITY. Such invoice shall contain all of the information required above and
shall be for an amount not to exceed the mutually agreed amount by the parties in the signed
change order. Such invoices shall be approved by CITY if the work performed is in
accordance with the job change order requested, and if CITY is satisfied that the amount
invoiced accurate. Such approval shall not be unreasonably withheld. Any dispute between
the parties concerning payment of such an invoice shall be treated as separate and apart from
the ongoing performance of the remainder of this Agreement.
7. DISPOSITION OF PLANS. ESTIMATES AND OTHER DOCUMENTS
CONTRACTOR agrees that all materials prepared hereunder, including all
original drawings, designs, reports, both field and office notices, calculations, maps and other
documents, shall be turned over to CITY upon termination of this Agreement or upon
PROJECT completion, whichever shall occur first. In the event this Agreement is terminated,
said materials may be used by CITY in the completion of PROJECT or as it otherwise sees fit.
Title to said materials shall pass to the CITY upon payment of fees determined to be earned by
CONTRACTOR to the point of termination or completion of the PROJECT, whichever is
applicable. CONTRACTOR shall be entitled to retain copies of all data prepared hereunder.
8. INDEMNIFICATION DEFENSE HOLD HARMLESS
CONTRACTOR hereby agrees to protect, defend, indemnify and hold and save
harmless CITY, its officers, and employees against any and all liability, claims, judgments,
costs and demands, including those resulting from death or injury to CONTRACTOR's
employees and damage to CONTRACTOR's property, arising directly out of the negligence or
3
imPA(, viReI-rJ4/16196
0
i
willful misconduct of CONTRACTOR, including those arising from the passive concurrent
negligence of CITY, but save and except those which arise out of the active concurrent
negligence, sole negligence, or the sole willful misconduct of CITY. CONTRACTOR will
conduct all defense at its sole cost and expense.
9. WORKERS' COMPENSATION
CONTRACTOR shall comply with all of the provisions of the Workers'
Compensation Insurance and Safety Acts of the State of California, the applicable provisions
of the California Labor Code and all amendments thereto; and all similar state or federal acts
or laws applicable; and shall indemnify, defend and hold harmless CITY from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including attorney fees and costs recovered against CITY, for or on account of any
liability under any of said acts which may be incurred by reason of CONTRACTOR's failure to
comply with said acts during performance of its work.
CONTRACTOR shall obtain and furnish evidence to CITY of maintenance of
statutory workers compensation insurance and employers liability in an amount of not less than
$100,000 bodily injury by accident, each occurrence, $100,000 bodily injury by disease, each
employee, and $250,000 bodily injury by disease, policy limit.
10. INSURANCE
In addition to the workers compensation insurance and CONTRACTOR's
covenant to indemnify CITY, CONTRACTOR shall obtain the following insurance covering the
PROJECT:
A. General Liability Insurance
A policy of general commercial liability insurance and an automobile liability
policy. Said policy shall indemnify CONTRACTOR, its officers, agents and employees, while
acting within the scope of their duties, against any and all claims for bodily injury or damage to
4
jmpfk/M11e1-c/4l16198
tangible personal property due to negligence of the CONTRACTOR arising out of or in
connection with the PROJECT, and shall provide coverage in not less than the following
amount. combined single limit bodily injury and property damage, including
products/completed operations liability and blanket contractual liability, of $1,000,000 per
occurrence. If coverage is provided under a form which includes a designated general
aggregate limit, the aggregate limit must be no less than $1,000,000. Said policy shall name
City, its officers and employees as additional insured to the extent of the indemnification in the
agreement, and specifically provide that any other insurance coverage which may be
applicable to the PROJECT shall be deemed excess coverage and that CONTRACTOR's
insurance shall be primary.
11. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS
Prior to commencing performance of the work hereunder, CONTRACTOR shall
furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverages as required by this Agreement; said certificates shall provide
the name and policy number of each carrier and policy, and shall state that the policy is
currently in force and shall promise to provide that such policies will not be canceled or
materially modified without thirty (30) days' prior written notice of CITY. CONTRACTOR shall
maintain the foregoing insurance coverages in force until the work under this Agreement is
fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverages shall not
derogate from the provisions for indemnification of CITY by CONTRACTOR under the
Agreement. CONTRACTOR shall pay, in a prompt and timely manner, the premiums on all
insurance hereinabove required.
A separate copy of the additional insured endorsement to each of
CONTRACTOR's insurance policies, naming the CITY, its officers and employees as
Additional Insureds shall be provided to the City Attorney for approval prior to any payment
5
jmpAuWltel-c/4116/98
•
hereunder. The certificate of insurance for general liability shall show the CITY, its agents,
officers and employees as additional insured.
12. INDEPENDENT CONTRACTOR
CONTRACTOR is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor. CONTRACTOR shall secure at its expense, and be
responsible for any and all payment of all taxes, social security, state disability insurance
compensation, unemployment compensation and other payroll deductions for CONTRACTOR
and its officers, agents and employees and all business licenses, if any, in connection with the
services to be performed hereunder.
13. MATERIAL. BREACH
All work required hereunder shall be performed in a good and workmanlike
manner. If any material breach of this Agreement shall continue for more than 30 days after
receipt by the breaching party of written notice from the aggrieved party stating in reasonable
detail the nature of the breach, then the aggrieved party shall be entitled to avail itself,
cumulatively, of any and all remedies available at law or equity, including termination hereof,
except as specifically limited elsewhere in this Agreement. If CITY is the aggrieved party then
CITY may suspend payment of any sums due hereunder for so long as CONTRACTOR's .
breach continues uncorrected. If CONTRACTOR is the aggrieved party then CONTRACTOR
may suspend performance of any or all of its obligations hereunder for so long as CITY's
breach continues uncorrected. A condition precedent to any legal action by either party to
enforce or interpret any right or obligation under this Agreement shall be the receipt by the
other party of notice, at least 30 days prior to such action, and which states with reasonable
particularity the claimed breach or grievance.
6
jmplklwiltel-cl4116198
• 0
14. ASSIGNMENT AND SUBCONTRACTING
This Agreement is a personal service contract and the supervisory work
hereunder shall not be delegated by CONTRACTOR to any other person or entity without the
consent of CITY.
15. COPYRIGHTS/PATENTS
CONTRACTOR shall not apply for a patent or copyright on any item or material
produced as a result of this Agreement, as set forth in 41 CFR 1-9.1. Solely as to systems
purchased from and installed by CONTRACTOR, CONTRACTOR shall defend and indemnify
CITY against any claims or suits brought against CITY based upon a claim of infringement of
any United States patent arising out of the use of the system. A condition precedent to
CONTRACTOR's obligation stated above shall be that CITY shall have fully complied with the
requirements of this Agreement with respect to retention of, assignment of, and/or sublicense
of the right to use the software. CONTRACTOR shall pay costs and damages in any such suit,
provided CONTRACTOR is notified promptly in writing of the suit, CITY gives CONTRACTOR
or the equipment supplier the sole right to defend and settle any suit and CITY, at
CONTRACTOR's request, is available to cooperate and assist in the defense. This indemnity
does not extend to (i) any suit or proceeding which is based upon a patent claim covering any
combination of equipment and/or software in which the system is solely an element and such
element does not form a basis for the claim, or (ii) any item furnished by CITY, including, but
not limited to, systems or any portions thereof installed by a vendor other than CONTRACTOR.
Should the system become subject to a claim of infringement of a United States patent,
CONTRACTOR may, at its expense and option: (i) procure for CITY the right to continue
uninterrupted, CITY's use of the affected equipment, software, or services; or (ji) replace or
modify the same so that it becomes noninfringing; or (iii) refund to CITY the depreciated value
of the affected items as carried on the books of CITY for tax purposes, on the date of any
7
jmpf"Itel-clMt 6/98
C1
injunction, if applicable, in which case CITY shall return the affected items to CONTRACTOR.
In no event shall CONTRACTOR's liability hereunder exceed the contract price of the system.
This indemnity shall not apply to any claims arising out of use of affected items manufactured
at CITY's request to CITY's production: specifications or out of use of the affected items in a
manner or for a purpose not contemplated by this Agreement. CITY's sole and exclusive
remedy against CONTRACTOR with regard to such a patent infringement claim shall be as set
forth above.
16. CITY EMPLOYEES AND OFFICIALS
CONTRACTOR shall employ no CITY official nor any regular CITY employee in
the work performed pursuant to this Agreement. No officer or employee of CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the Califomia
Govemmenf Code.
17. NOTICES
Any notices or special instructions required to be given in writing under this
Agreement shall be given either by personal delivery to CONTRACTOR's agent (as designated
in Section 1 hereinabove) or to CITY's Fire Chief as the situation shall warrant, or by enclosing .
the same in a sealed envelope, postage prepaid, and depositing the same in the United States
Postal Service, addressed as follows:
TO CITY:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
ATTN: Cheri White
TO CONTRACTOR:
Williams Communications Solutions, LLC
5 Hutton Centre Drive, Suite 150
Santa Ana, CA 92707
ATTN: Theo Bautista
i m plk/ wi Re 1-cl4J 16198
• 0
18. IMMIGRATION
CONTRACTOR SHALL be responsible for full compliance with the immigration
and naturalization laws of the United States and shall, in particular, comply with the provisions
of the United States Code regarding employment verification.
19. ACCEPTANCE
Upon completion of installation, acceptance testing will be performed in three
phases, as follows:
A) CONTRACTOR's standard test procedures will be performed for CITY
Telecommunications Coordinator, verifying operation "cutover" of all
components of the installed telecommunications system at each site.
B) During the first business week following installation of each site, CITY
Telecommunications Coordinator will perform end user testing to determine that
the system performs in a satisfactory manner according to the manufacturer's
installation specifications and any written standard practices of the
telecommunications industry.
C) Following satisfactory performance of the end user test, user reliability testing
will be performed by the CITY Telecommunication Coordinator, with the
assistance of CONTRACTOR, for a period of three (3) consecutive business
weeks. During this period, end user will operate the system for their ordinary
needs. Each telecommunication system will be deemed to have satisfactorily
passed the reliability test if, during this period, the equipment and the software
operate free from major failure.
For purposes of this paragraph, major failure is defined as no dial tone, inability to
make outgoing calls or inability to receive incoming calls for ten (10) percent or more of any
telephone sets supported by any one system, with the exception of police, fire, lifeguard,
public works and emergency services departments as to which there will be no minimum.
9
iMPA IMhel-CM/16198
If a system fails to pass any or all phases of the acceptance testing, CONTRACTOR
shall correct the deficiency(ies) at its expense. The applicable phase testing shall be repeated
until all three phases are satisfactorily passed.
20. RISK OF LOSS
Risk of loss to the switch components of the equipment itemized in Exhibit "C"
shall pass to CITY upon physical delivery of each such component to its respective switch
room by CONTRACTOR. General risk of loss to any other portion of each system shall pass
upon deliver of such portion to the CITY premises. After general risk of loss has passed to
CITY, CONTRACTOR shall continue to be liable for (A) equipment shortages of terminal
equipment until installation (contingent upon the CITY providing to CONTRACTOR a secured
location) and/or (B) damage to losses to the equipment or scope of work due to
CONTRACTOR's negligence. Title to the equipment shall not pass to CITY until
CONTRACTOR has been paid all amounts due for the equipment under this Agreement
21. SHIPPING
The Exhibit "C" equipment and system software shall be shipped by
CONTRACTOR to CITY in accordance with the delivery schedule specified in Exhibit "B."
CONTRACTOR will provide ten day notice to CITY of the scheduled shipment date for the
switch component of each system. Freight expenses for said Equipment will be paid by
CONTRACTOR. If thO CITY rejects or cancels for good cause any product, CONTRACTOR
shall bear all shipping charges relating to such product. If CITY has already paid
CONTRACTOR for such product, CONTRACTOR shall refund such payment to CITY.
22. NONDISCLOSURE
Both parties acknowledge that information made available pursuant to this
Agreement is confidential and proprietary to the other party and both parties agree to restrict
the disclosure of such confidential and proprietary information to only those individuals who
require the information to perform pursuant to the terms of this Agreement.
10
imp1klw111e1-c/4/16/96
i 0
23. INSTALLATION SERVICES
CONTRACTOR shall be responsible for unpacking and placement of the
Equipment at the installation site. Installation of the Equipment to be installed will be
performed by the CONTRACTOR at the prices specified in Exhibit "C," and with minimal
disruption to the CITY's day-to-day business operations.
24. FORCE MAJEURE
Neither party shall be liable for delays, loss, damages or other consequences of
acts, omissions or events beyond a party's control and which may not be overcome by due
diligence, or caused by strikes or labor strife and unrest.
25. DOCUMENTATION
CONTRACTOR shall provide CITY documentation to support the end -user
operations of the Equipment and Software in accordance with the Agreement without charge.
CONTRACTOR grants CITY the right to duplicate such documentation for its internal use only.
26. WARRANTY/MAINTENANCE
A. CONTRACTOR warrants that CONTRACTOR possess good and clear
title to Equipment and there are no pending liens, claims or encumbrances whatsoever
against said Equipment.
B. CONTRACTOR warrants that as of the date of shipment that: the
Equipment incorporates all current manufactures' required engineering changes released to
the general public; the Equipment qualifies for maintenance services by the manufacturers.
C. The system being purchased and licensed by CITY pursuant to the
Agreement constitutes an upgrade ("Upgrade") to CITY's existing telecommunications system
("Existing System"). Title and ownership to any hardware replaced by this Upgrade sold under
this Agreement shall be returned and vest in CONTRACTOR. The Warranty Period for the
Upgrade shall be -coterminous with the Warranty Period or Maintenance Term in the Purchase
and/or Maintenance Agreement between the parties, if any (the "Existing Agreement'), for the
11
implk*ftef-c/4/16l98
• 0
Existing System in effect at the time of cutover. In the event of conflict in the terms and
conditions of the Existing Agreement and this Agreement pursuant to the provision of warranty
services, the terms and conditions of the Existing Agreement shall govern.
D. CONTRACTOR warrants that all services provided pursuant to this
Agreement will be performed in a workmanlike manner in accordance with any written industry
standards. CONTRACTOR shall correct all services not performed if brought to
CONTRACTOR's attention in writing within the warranty period.
E. CONTRACTOR represents that, for a period of 365 days following
receipt, that CONTRACTOR shall correct any document errors brought to its attention during
the 30-day period following notification of found errors.
27. EXCUSABLE DELAY
A. Neither party shall be liable when delays arise out of a cause beyond the
control and without the fault or negligence of either party. Such causes may include, but are
not restricted to acts of God or the public enemy, government action or failure to act, fires,
floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, war, civil
disturbances, work stoppage, power failures, laws, regulations, ordinances, acts of unusually
severe weather. In such event, the party affected shall be excused from such performance on
a day -for -day basis for the extent of such interference (and the other party shall likewise be
excused from performance of its obligations on a day -for -day basis to the extent such party's
obligations relate to the performance so interfered with).
B. CONTRACTOR delay caused by the delays of subcontractors of
CONTRACTOR shall be deemed excusable if the subcontractor's delay is beyond the control
and without the fault or negligence of the subcontractor as described in this section.
C. The party who has been affected by an excusable delay shall
immediately give notice to the other party of such circumstances.
92
jmp/k/wi1te1-c14116198
28. DISASTER RECOVERY
Disaster recovery will be determined by the terms of the existing maintenance
agreement between the parties for the location designated by this Agreement.
29. CONTRACTOR PERSONNEL
CITY reserves the right to approve or reject CONTRACTOR's designated project
installation manager and personnel to the extent allowed by law and collective bargaining
agreements; provided that CITY shall exercise such right reasonably, and not arbitrarily or
capriciously and not out of bad faith or malice. Such decision to approve or reject
CONTRACTOR's personnel shall be based solely on cause of said personnel, and any
preliminary decision to reject said personnel shall be the subject of five (5) days' advance
notice to, and discussion with, CONTRACTOR prior to any final rejection of said personnel.
30. GRANT OF LICENSE
The use and licensing of any software being provided pursuant to this
Agreement is subject to the CITY's execution of and compliance with the attached and
incorporated manufacturer software license for Northern Telecom ("Exhibit D"). In the event of
any conflict between this Agreement, including any of its other exhibits, and said Exhibit D-
Northern Telecom software license, said software license shall prevail.
31. CONTRACTOR'S DAMAGE LIABILITY
In no event shall CONTRACTOR and its suppliers or subcontractors, be liable
for (i) any special, incidental, exemplary, or consequential damages, (ii) commercial loss of any
kind (including loss of business or profits), or (iii) any damages of any kind resulting from
unauthorized use of the system, includinig, without limitation, toll fraud. This provision applies
to all claims whether based upon breach of warranty, breach of contract, negligence, strict
liability in tort or any other legal theory, and whether CONTRACTOR or its suppliers or its
subcontractors have been advised of the possibility of such damage or loss.
13
iMPAQ iltel-c/4/16198
32. WAIVERS
No action or inaction by either party shall be interpreted as a "wavier." No
waiver by the CITY shall be valid unless it is in writing and signed by the City Administrator. No
waiverby CONTRACTOR shall be valid unless signed by an authorized representative of
CONTRACTOR.
33, GOVERNING LAW
Any controversy or claim arising out of or relating to this Agreement or the
breach thereof, shall be settled in accordance with the laws of the State of Califomia.
34. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONTRACTOR and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside
the scope of services contemplated hereunder. CONTRACTOR understands that pursuant to
Huntington Beach City Charter Section 349, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONTRACTOR.
35. ATTORNEY'S FEES
In the event suit is brought by either party to enforce the terms and provisions of this
agreement or to secure the performance hereof, each party shall bear its own attorney's fees.
14
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0 •
36. ENTIRETY
The foregoing, and Exhibits "A" through "D" attached hereto, set forth the entire
Agreement between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized offices the day, month and year first above written.
WILLIAMS COMMUNICATIONS
SOLUTIONS, LLC
By:
73
print name
ITS: (cir#ene) Chairman) r siden ice President
I -` #ET- 1-L/ // PIN
' print name ffZ III -IX
ITS: (circle one) Secretary/Chief Finan
Officer/Asst. Secretary - Treasurer
ti
ATTEST:
—city Clerk
REVIEWED AND APPROVED:
Cit dministrator
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
Mayor
APPROVED AS TO FORM:
ity Attorney
ly o s Dr-- ydll�]��
TED L AND Aff ROVED:
e Chief L/ xy
15
imp/ktMfte1-c14/16198
0
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AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND WILLIAMS COMMUNICATIONS SOLUTIONS, LLC, FOR
TELECOMMUNICATIONS SYSTEM
Table of Contents
WorkStatement...........................................................................
.1
City Staff Assistance................................................................
.......2
Time of Performance............................................................................................2
Compensation..............................................................................
................2
ExtraWork...........................................................................................
.....2
Methodof Payment..............................................................................................2
Disposition of Plans, Estimates and Other Documents........................................3
Indemnification, Defense, Hold Harmless.............................................................4
Workers' Compensation.......................................................................................4
Insurance..............................................................................................................5
Certificates of Insurance; Additional Insured Endorsements...............................5
Independent Contractor.......................................................................................6
Material Breach ................................................
Assignment and Subcontracting..........................................................................7
Copyrights/Patents........................................7
................................................
City Employees and Officials...............................................................................8
Notices...................................................................................8
Immigration..........................................................................................................9
Acceptance ................................................ ................. . ............
..............9
Riskof Loss.........................................................................................................10
Shipping..........................................................................................10
Nondisclosure......................................................................................................11
Installation Services.............................................................................................11
Force Majeure......................................................................... ..................
..........11
Documentation ................. .............................. .................. I. -.. ...............
...I......11
Warranty/Maintenance......................... ...............................................................11
Excusable Delay...................................................................... ................
..........12
DisasterRecovery ................... ............................................................................13
Contractor Personnel...........................................................................................13
Grantof License..................................................................................................13
Contractor's Damage Liability..............................................................................13
Waivers...............................................................................14
GoverningLaw....................................................................................................14
Legal Services Subcontracting Prohibited...........................................................14
Attorney's Fees...............................................................................
.................. ..14
Entirety............................................................................. .................................
..15
jmp1k/wi1te1l4I16198
City of Huntington Beach ("CUSTOMER")
0 Appendix A, Scope of Work
WilTcl shall-
• Provide, install, and program equipment listed on Hardware and Software Annex to upgrade Meridian Mail to
Release 11, at the following location:
7111 Talbert, Central Library
Huntington Beach, CA 92648
• Perform backup of Meridian Mail system prior to commencing upgrade.
• Perform backup of Meridian Mail system after completing upgrade.
• Program Meridian Mail for networking with customer's City Hall and Joint Powers Meridian Mail systems.
• Provide 4 hours of post installation cut over coverage on the first business day following system upgrade.
• Provide training for f Meridian Mail administrator.
Customer shall:
• Provide a single point of contact for all issues relating to the system installation.
• Provide equipment rooms which meet the WilTel-supplied environmental considerations
• Provide adequate space for equipment installation.
• Provide clear space for working areas.
• Provide access and clear pathways for proposed installations.
• Provide all permits, easements, and/or right-of-ways required to complete project.
• Provide adequate parking and building access for WilTel employees and sub -contractors.
• Return existing tape cartridge to receive credit for software.
Exhibit A
City of Huntinoon Beach ("CUSTOMER")
4?ppendia A, Delivery Schedule
MILESTONE DATES:
Final Date for System and station level database changes. Customer must sign off on collected
database.
WilTel shall deliver the switch component of the Hardware to the Site and move it to the Switch -
room.
The Cutover of the System will commence on this date.
TBD
Exhibit 8
City of Huntington Beach Wi1Tel Contract - Schedule 1 0
1
1
1
1
1
1
1
1
1
1
1
1
1
z
k
1
z
PBX 1 MDF Equipmen
Premium Time included
0 a�nT~
379 Labor
379 [� SutifofaT-" j
Mari A. an Mail
U7241 MM-EC Rls 10 to 11 Up
SW7010A Enterprise Networki
SERV0019 Software Service T
Mail Backup
4600 at
1770 i� OF
6370 u fate i
eirki a PrP12 & Programming
1st day service
p Material
253 a or
253 u ota jl
Inve$ en :
Material
4,600.02
Labor
2,401.59
Other
0.00
Total
7,001.61
Echibit C
11/03/97 hbcl mm.wk4
NCYRTEL * 0
NORTHERN TELECOM ADDENDUMA
SOFTWARE LICENSE
NORTHERN TELECOM INC. C'NORTEL'I TELECOMMUNICATIONS PRODUCTS
DOCUMENTTHIS LEGAL ("License") EEND-USE
("CUSTOMER") AND NORTEL. BY ACQUIRING A SYSTEM, AN UPGRADE TO AN EXISTING SYSTEM OR
SOFTWARE PRODUCTS FROM NORTEL OR A NORTEL DISTRIBUTOR, YOU, THE CUSTOMER, AGREE TO
BE BOUND BY THE TERMS OF THIS LICENSE.
Subject to the terms hereinafter set forth, NORTEL grants to
CUSTOMER and/or its representatives, with a 'need to know," a
personal, non-exclusive license (1) to use the licensed software,
proprietary to NORTEL or its suppliers and (2) to use the
associated documentation. CUSTOMER is granted no title or
ownership rights, in or to the licensed software, in whole or in
part, and CUSTOMER acknowledges that title to and all
copyrights, patents, trade secrets and/or any other intellectual
property rights to and in all such licensed software and
associated documentation are and shall remain the property of
NORTEL and/or NORTEL's suppliers. The right to use licensed
software may be restricted by a measure of usage of applications
based upon number of lines, number of ports, number of terminal
numbers assigned, number of users, or some similar measure.
Expansion beyond the specified usage level may require payment
of an incremental charge or another license fee.
NORTEL considers the licensed software to contain "trade
secrets" of NORTEL and/or its suppliers. Such "trade secrets"
include, without limitation thereto, the specific design, structure
and logic of individual licensed software programs, their
interactions with other portions of licensed software, both
internal and external, and the programming techniques
employed therein. In order to maintain the "trade secret" status
of the information contained within the licensed software, the
licensed software is being delivered to CUSTOMER in object code
form only.
NORTEL or any of its suppliers holding any intellectual property
rights in any licensed software, andier any third party owning
any intellect property, rights l : oftware loom which the
licensed software+was: deriv dd;€are intendedNthird party _
beneficiaries of this License. All grants of kghti to use`intellectual `
property intended`to be accomplished by this License are\
explicitly stated. _No other grants of such rights shall be inferred
or shall arise by implication.
CUSTOMER warrants to NORTEL that CUSTOMER is not
purchasing the rights granted by this License in anticipation of
reselling those rights.
CUSTOMER shall:
• Hold the licensed software in confidence for the benefit of
NORTEL and/or NORTEL's suppliers using no less a degree
of care than it uses to protect its own most confidential and
valuable information; and
• Keep a current record of the location of each copy of licensed
software made by it; and
• Install and use each copy of licensed software only on a single
CPU at a time (for this purpose, single CPU shall include
systems with redundant processing units); and
• Affix to each copy of licensed software made by it, in the
same form and location, a reproduction of the copyright
notices, trademarks, and all other proprietary legends and/or
logos of NORTEL and/or NORTEL's suppliers, appearing on
the original copy of such licensed software delivered to
CUSTOMER; and retain the same without alteration on all
original copies; and
• Issue instructions to each of its authorized employees, agents,
and/or representatives to whom licensed software is
disclosed, advising them of the confidential nature of such
licensed software and to provide them with a summary of
the requirements of this License; and
• Return the licensed software and all copies through an
Authorized Distributor to NORTEL at such time as
CUSTOMER chooses to permanently cease using it.
CUSTOMER shall not:
• Use licensed software (i) for any purpose other than
CUSTOMER's own internal business purposes and (ii) other
than as provided by this License; or
• Allow anyone other than CUSTOMER's employees, agents
and/or representatives with a "need to know" to have
physical access to licensed software; or
• Make any copies of licensed software except such limited
number of object code copies in machine readable form only,
as may be reasonably necessary for execution or archival
purposes only; or
• Make any modifications, enhancements, adaptations, or
translations to or of licensed software, except as may result
from those CUSTOMER interactions with the licensed
software associated with normal use and explained in the
associated documentation; or
• Attempt to reverse engineer, disassemble, reverse translate,
s decompile, or in any other manner decode licensed software,
in order to derive the source code form or for any other
reason; or
• Make Full or partial copies of any documentation or other
similar printed or machine-readable matter provided with
licensed software unless the same has been supplied in a form
by NORTEL intended for periodic reproduction of partial
copies; or
• Export or re-export licensed software and/or associated
documentation from the fifty states of the United States and
the District of Columbia.
• NOTE: Notwithstanding the above restrictions, if
CUSTOMER has licensed the licensed software under a "site
license" option as set forth in CUSTOMER's purchase
agreement, CUSTOMER is authorized to make a limited
number of copies of the licensed software and
documentation to support additional users as specified in
CUSTOMER's purchase agreement.
CUSTOMER may assign collectively its rights under this License
to any subsequent owner of the associated hardware, but not
otherwise, subject to the payment of the then current license fee
for new users, if any. No such assignment shall be valid until
Exhibit D
9
0
CUSTOMER (1) has delegated all of its obligations under this
License to the assignee; and (2) has obtained from the assignee an
unconditional written assumption of all such obligations; and (3)
has provided NORTEL a copy of such assignment, delegation
and assumption; and (4) has transferred physical possession of all
licensed software and all associated documentation to the
assignee and destroyed all archival copies. Except as provided,
neither this License nor any rights acquired by CUSTOMER
through this license are assignable. Any attempted assignment
of rights and/or transfer of licensed software not specifically
allowed shall be void and conclusively presumed a material
breach of this License.
If NORTEL (i) claims a material breach of this License, and (ii)
provides written notice of such claimed material breach to
CUSTOMER and (iii) observes that such claimed material breach
remains uncorrected and/or unmitigated more than thirty (30)
days following CUSTOMER's receipt of written notice specifying
in reasonable detail the nature of the claimed material breach,
then CUSTOMER acknowledges That this License may be
immediately terminated by NORTEL and CUSTOMER further
acknowledges that any such termination shall be without
prejudice to any other rights and remedies that NORTEL may
have at law or in equity.
EXPRESS LIMITED WARRANTIES FOR ANY ITEM
OF LICENSED SOFTWARE, IF ANY, WILL BE
SOLELY THOSE GRANTED DIRECTLY TO
CUSTOMER BY DISTRIBUTOR. OTHER THAN AS
SET FORTH THEREIN, THIS LICENSE DOES NOT
CONFER ANY WARRANTY TO CUSTOMER FROM
OR BY NORTEL.
THE LICENSED SOFTWARE IS PROVIDED BY
NORTEL "AS IS" AND WITHOUT WARRANTY OF
ANY KIND OR NATURE, WRITTEN OR ORAL,
EXPRESS OR IMPLIED, INCLUDING (WITHOUT
LIMITATION) THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A
PARTICULAR PURPOSE.
THIS LIMITATION OF WARRANTIES WAS A
MATERIAL FACTOR IN THE ESTABLISHMENT OF
THE LICENSE FEE CHARGED FOR EACH SPECIFIC
ITEM OF SOFTWARE LICENSED.
IN NO EVENT WILL NORTEL AND/OR NORTEL'S
SUPPLIERS AND THEIR DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS BE LIABLE TO OR
THROUGH CUSTOMER FOR INCIDENTAL,
INDIRECT, SPECIAL, CONSEQUENTIAL,
PUNITIVE, OR EXEMPLARY DAMAGES OF ANY
KIND, INCLUDING LOST PROFITS, LOSS OF
BUSINESS OR BUSINESS INFORMATION,
BUSINESS INTERRUPTION, OR OTHER
ECONOMIC DAMAGE, AND FURTHER
INCLUDING INJURY TO PROPERTY, AS A RESULT
OF USE OR INABILITY TO USE THE LICENSED
SOFTWARE OR BREACH OF ANY WARRANTY OR
OTHER TERM OF THIS LICENSE, REGARDLESS
OF WHETHER NORTEL AND/OR NORTEL'S
SUPPLIERS WERE ADVISED, HAD OTHER
REASON TO KNOW, OR IN FACT KNEW OF THE
POSSIBILITY THEREOF.
THE RIGHTS AND OBLIGATIONS ARISING
UNDER THIS LICENSE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF
TEXAS.
CUSTOMER HEREBY AGREES TO ADHERE TO THE TERMS AND
CONDITIONS OF THI FTWARE LICENSE AG EME
CUSTOMIR SIGNATURE
DATE
COMPANY NAME Loz, d7 ffU��& %/�eeLk TELEPHONE NUMBrER:
DISTRIBUTOR NAME r 1 I alM S LF! �%ZVh CGt.�.b /i J cJ O�J C
Radford L. Kelly
AVP, Contracts and Market Channel Management
Northern Telecom Inc.
Software License Version 6.00
Northern Telecom Inc. Products September 26,1996
ATTACHMENT 2
C'.& 3 d3
RIDER TO SOLE SOURCE REQUIION
SOLE SOURCE JUSTIFICATION
ITEM: Meridian Mail Upgrade
SOURCE: Wiltel Communications
THE ITEM(S) OR SERVICE(S) TO BE PURCHASED OR PROCURED PURSUANT TO THIS REQUISITION IS
AVAILABLE FROM A SINGLE SOURCE ONLY BECAUSE IT IS:
❑ SUBJECT TO VALID AND EXISTING UNITED STATES PATENTS OR COPYRIGHTS AND NO
ACCEPTABLE SUBSTITUTE FOR THIS PRODUCT OR SERVICE 1S AVAILABLE
® A PROPRIETY PRODUCT OR SERVICE NOT OTHERWISE AVAILABLE AND FOR WHICH NO
SUITABLE SUBSTITUTE IS AVAILABLE.
❑ OTHER AVAILABLE AND COMPETITIVE ITEMS ARE INCOMPATIBLE OR UNUSABLE WITH EXISTING
EQUIPMENT.
❑ COMPETITIVE SOURCES ARE AVAILABLE BUT THE REQUIRED DELIVERY SCHEDULE OBVIATES
THEIR USE.
❑ COMPETITIVE SOURCES ARE AVAILABLE BUT ARE UNRELIABLE OR THE PRODUCTS OR
SERVICES OFFERED LACKS THE REQUISITE QUALITY OR SUFFICIENT QUANTITIES ARE. NOT
AVAILABLE.
❑ OTHER
EXPLANATION OF ITEM(S) CHECKED
Wiltel Communications Is the provider of the existing maintenance agreement for the Telephone and Voice
Mail equipment Installed at all City Locations. It would void warranty and maintenance agreements to have
another vendor work on this equipment.
Sr11 F Rr11IRr:F A1AP AT11RF.q
i_CT3[LU r1'►1'1 LttN
ity Administrator's Signature per
3.02.190 c H.B. Municipal Code
Department Head Signature
eputy C y dminlstrat IChief
Administrative Se
•
CITY OF HUN NGTON BEACH
APPLICATION FOR INSURANCE REQUIREMENTS WAIVER OR MODIFICATION
1. IN'atnefFitIe/Department DfRequesting
2. Date of Request
3. Name of Contractor/Permittee L�
4. Descripdon of work to be performed
�1
Member
G / 1-7 M S (76)h-7/1?y/th e /-/ i7,',I AJA
S. Length of Contract
6. T►pe of Insurance Waiver or 2kfodificadon Requested:
(a) Limits: (b) Coverage
7. Reason for Request for Waiver or Reducdon of Limits
le IlLe lei, lle,�
S. [ Idendfv the risks to the City if this request for waiver or modifications granted
Depar'.ment Head Signature
(This section to he completed by the Risk Manager)
Recommendation:
Approve Deny Risk Manager's SignaturuDate 1 I -1
s (This section to be completed by the City Attorney j
Recommendation:
Approve Denv City Anorney's Signature/Date
Settlement Committee appr aI [is] t] required for this «•giver. If Settlement Committee appr al is required,
submit form to City Attorne}'s �c to be placed on the agenda. Recommendation: Approve Deny
City Council app. t �Ise
t) requiredfor this waiver. If City Council approval is required, attach this form to the
RCA after considera ' }Sc ement Committee. This insurance waiver (is) (is not) on City Council agenda.
jmpftesoutloNnsreo/111.97
.7
. . . . . . . . . . .
Alexander &Alexander, Inc. AP��`/ED
Ox 3406
1�:4. x ON DATE (MMIDDNYI
0210511998
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED -BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
00
Tulsa OK 74101-3406
COMPANY
A NATIONAL UNION FIRE IN6'CO OF PITT
INSURED WILTEL. COMMUNICATIONS, LLC'
COMPANY
THE WILLIAMS COMPANIES
B''' INS CO OF THE STATE OF PENNSYLVANIA
COMPANY
C/O RMID
P. 0, BOX 3483
C
COMPANY
TULSA, OK 74101
D
7 'R
I I M � m g
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
co
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY
DATE IMMIDDIYYJ
DATE (MMMDNY)
A
GENERAL
LIABILITY
FtMGL1 216598
03/0111997
03/0111999
GENERAL AGGREGATE
$ 10,000,000
X
PRODUCTS - COMPIOP AGG
$ 10,000,000
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE 7X❑OCCUR
PERSONAL & AOV INJURY
S 2,000,000
EACH OCCURRENCE
4 2,000,000
OWNER'S & CONTRACTOR'S PROT
FIRE DAMAGE jAny one [ire)
8 2,000,000
MVO EXP (Any one Parson)
4 5,000
A
A
AUTOMOBILE
LIABILITY
ANY AUTO
RMCA1353131
RMCA1353132
03/0111997
03/0111997
03/01/1999
03/01/1999
COMBINED SINGLE LIMIT
If 2,000,000
X
BODILY INJURY
Ipef parson)
ALL OWNED AUTOS
SCHEDULED AUTOS
a„' 1
X
BODILY INJURY
War accIdem)
HIRED AUTOS
NON -OWNED AUTOS
X
PROPERTY DAMAGE
$
BY:
GARAGE LIABILITY
Jo
AUTO ONLY - EA ACCIDENT
0
OTHER THAN AUTO ONLY.
.. .... .
ANY AUTO
EACH ACCIDENT
I
AGGREGATE
4
EXCESS LIABILITY
EACH OCCURRENCE
AGGREGATE
UMBRELLA FORM
OTiicn THAN 3RELLA F-0.9M
UM.
B
WORKERS COMPENSATION AND
RMWC2178224
03/01/1997
03/01/1998
I J
X I WC STATU. OTH. TORY ILIMITS
EMPLOYERS' LIABILITY
EL EACH ACCIDENT
4 2, 000, 000
THE PROPRIETOR! X INCL
PARTNERS/EXECUTIVE
EL DISEASE - POLICY LIMIT
$ 2,000,000
EL DISEASE - EA EMPLOYEE
8 2,000,000
OFFICERS ARE: EXCL
L
DESCRIPTION OFOPERATIONSILOCATIONSNEHICLESISPECIAtITEMS AS REQUIRED BY WRITTEN CONTRACT AND IN ACCORDANCE WITH POLICY TERMS, CONDI-
TIONS, AND EXCLUSIONS, THE CITY OF HUNTINGTON BEACH, ITS AGENTS, OFFICERS AND EMPLOYEES ARE INCLUDED AS ADDI-
TIONAL INSUREDS AS RESPECTS GENERAL LIABILITY.
(WILTELICYPRESS, CA/TURY BRACAMONTES/PER RMID)
tb�
MORE'.
CITY OF HUNTINGTON BEACH
ATTN: CHERI WHITE
2000 MAIN STREET
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCE.�I�BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL 0 MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
EXCEPT 10 DAYS NOTICE FOR NON-PAYMENT.
HUNTINGTON BEACH, CA 92646-2702
ATFVE AUTHORIZED REPRESENTATIVE
ma -m.
LARRY A. 1 .11
w.
(@ds#109 196 / 1.pc—