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Home My WebLink AboutWILLIAMS COMMUNICATIONS SOLUTIONS, LLC - 1998-05-04 (4)IITY OF HUNTINGTON BEAR MEETING DATE: 05-18-98 DEPARTMENT ID NUMBER: FD-98-011 Council/Agency Meeting Hefd: S 6X./'o / Deferred/Continued to: M/Approved Q Conditionally Approved 13 Denied AVi.)/ 7 Ci Clerk's Signature Council Meeting Date: 05-18-98 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 amJ 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 Actlon, Alternative Action(s), Analysis, Environmental Status, Attachment( s) 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 Alternative Action(s): 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 AMMENDMENT.doc -2- 05/11/984:11 AM REQUEST FOR COUNCIL ACTIRN MEETING DATE: 05-18-98 Attachment(s)• RCA Author: White, ext 1555 DEPARTMENT ID NUMBER: FD-98-011 RCA FD-98-011 AMMENDMENT.doc -3- 05/11/98 3:41 PM Council/Agency Meeting Deferred/Continued to: ef &(Approved EConditionally Approved l7 Denied .17-11 Council Meeting Date: May 4, 1998 W / 6a�.id l)V City Clerk's Signature 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 Administrator46V MICHAEL P. DOLDER, Acting Assistant City Administrator/Fire Chief APPROVE WILLIAMS COMMUNICATIONS CONTRACTS FOR VOICEMAIL AND CALL ACCOUNTING SYSTEMS [Sta—tementof Issue, Funding Source, Recommended Action, Alternative Actlon(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 Hail ($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. RQUEST FOR COUNCIL ACTfON 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 voicemaii 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 AQUEST FOR COUNCIL ACTIN MEETING DATE: May 4, 1998 DEPARTMENT ID NUMBER: FD 98-008 Environmental Status: Not applicable. Attachments : 1 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 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 Certificate of Insurance RCA Author. White, ext. 1555 RCA 98008 2 -3- 04/29198 10:38 AM (6) 06/04/98 - Council/Agency Agenda - Page 6 E-3. (City Council) Approve Four Agreements With Williams Communications Solutions, [ LC - For Voice Mail & Call Accounting Systems (Telecommunications System) - City .Hall - Central Library - Joint Powers Facility And To Replace Call Accounting System At All City Facilities - Approve Modifications To The Liability Insurance Re uirements (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 Coun it 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) Ap-prove Affordable Housing Covenants For Heritage Communities Protect - Tract No. 14590 - (Pacific Landing. Formerly Cannes Pointe] - Three Corners Partnership - Declaration Of Conditions,, Covenants & Restrictions For Properly R sate Restrictions - No Garfield Avenue Between Main & Huntington Streets - Holly_ Seaciiff 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. (Clty 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 Acting Public Works Director [Approved)- 5-0-1 (Green out of room)] E-7. (City_ Council) Adopt Resolution No. 98-32 Approving A Revision To Resolution (6) • • o4 wees Fi9L y-17Y. ATTACHMENT 3 05I18198 - Council/AgencAgenda - Page 8 • (8) E-10. (City Council) ADDrove The Selection Of Two DesigniBuild Contracts For The Underground Storage Tank Removal _& Replacement Project - CC-1066 - Tait and Associates Inc. (Package No. 1 And Gradient Engineers, Inc. Packs a 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-1088) a design/build contract for a fee of $325,626 to provide design/build construction services for Package i 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 - 7-0] 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 Council) 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 for,[including 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 - 7-01 0 • (6) 05104/98 - Council/Agency Agenda - Page 6 E-3. (City Council) Approve Four Agreements With Williams Communications Solutions LLC - For Voice Mail & Call Accounting Systems Telecommunications System) - Cily Hall - Central Libra - Joint Powers Faicilily And To Replace Call Accounting System At All City Facilities - Approve Modifications To The Liability 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.(City Council Receive And File 1996-97 State Controller's Report Pre ared 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 - 7-01 E-5. (City Council) Approve Affordable Housina Covenants For Heritage Communities Pro ect - 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 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 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 Acting Public Works Director [Approved- 6-0-1 (Green out of room)] E-7. (City Council Ado t Resolution No. 98-32 AoProving A Revision To Resolution (6) • • �ti�g ,,vim -�� Council/Agency Meeting Held: Deferred/Continued to: Mef�Approved ❑Conditionally Approved ❑ Denied Council Meeting Date: May 4, 1998 wi Ga�.ia bz4 City Clerk's Siqnature 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 Administrator OOV 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. Edina 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(s): Do not approve contracts. ;I: REQUEST FOR COUNCIL ACTfON 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 *QUEST FOR COUNCIL ACTIN MEETING DATE: May 4, 1998 DEPARTMENT ID NUMBER: FD 98-008 Environmental Status: Not applicable. Attachment Us: 1 , Agreement Between the City of Huntington Beach and Williams Communications Solutions, LLC, for Telecommunications System — Upgrade Existing VolceMail 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 VoiceMai! 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 Ca!! Accounting System at all City Facilities 5 Certificate of Insurance RCA Author: White, ext.1555 RCA 96008 2 -3- 04/29/98 10:38 AM X6! n r" P44&4A.4 F,rt. F=ac. l Xy AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND WILLIAMS COMMUNICATIONS SOLUTIONS, LLC, FOR TELECOMMUNICATIONS SYSTEM THIS AGREEMENT, made and entered into this �02� day of /ml' 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 SYSTEMS, 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 Joint -Powers Facility, 18301 Gothard Street, 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 A4 1%TZh I p who shah 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. 1 jmpldwiltel j/4/16/98 a 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 Fifteen Thousand Nine Hundred Eighty -Eight Dollars and Thirty -One Cents ($95,988.34). 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 completion of tasks. In the event CITY rejects or has comments on any such product, CITY jmpWwiltcl j14129J9% 2 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 is 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 term inat!6n—or'carKPletion"of -the PROJECT, whichever is applicable. CONTRACTOR shall be entitled to retain copies of all data prepared hereunder. B. 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 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 3 jmpgdwiitel j14l16198 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 Califomia, the applicable provisions of the Califomia 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 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 4 jmP/k/wiite1-i.* 16:98 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 hereunder. The certificate of insurance for general liability shall show the CITY, its agents, officers and employees as additional insured. 5 jmp.-Wwiltcl j14116/99 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. 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. 6 jMPWwi11cl j14116?98 i 0 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 (ii) 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 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 affect items in a manner or for a purpose not contemplated by this Agreement. CITY's sole and exclusive 7 jmpik.'wilte] jA116;198 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 California Government 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 18. IMMIGRATION TO CONTRACTOR: Williams Communications Solutions, LLC 5 Hutton Centre Drive, Suite 150 Santa Ana, CA 92707 ATTN: Theo Bautista 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: 8 jmp/klwiltel jl4116198 0 • 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. E3) 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. 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 9 jmpk1wiltel j:A116.98 i 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 the 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. 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. 10 jmp.*1 ilte2.j141J6198 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. 27. WARRANTY/MAINTENANCE A. CONTRACTOR warrants that CONTRACTOR possess good and clear title to said 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 the 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 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 govem. 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. 11 jmpWwiltcl j/4116198 • • 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 -far -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. 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. 12 jmp/k/wi1te1y/4.!1 6:98 0 • 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, including, 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. 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 waiver by 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 California. 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 309, the City Attorney is the exclusive legal counsel for 13 jmpl/wiltel i 4116.!98 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. 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: print name ITS: (circle 4e) Chairman/Presid ce President CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor i . APPROVED AS TO FORM: ri t nau�n�e1 ITS: (circle one) SecretarFinancial City Attorney y hi 4Il,� Officer/Asst. Secretary - Treasurer �5G AV y'r S- 1 INI -401 ,t;, e4o�e TED AND VED: ATTEST: /7- ZAr ire Chief City Clerk // q/q,? REVIEWED AND APPROVED: CitrAdministrator 14 jmpklwilt¢I jl4116;96 AGREEMENT BETWEEN THE -CITY OF HUNTINGTON BEACH AND WILLIAMS COMMUNICATIONS SOLUTIONS, LLC, FOR TELECOMMUNICATION SYSTEM Table of Contents 1 Work Statement .................. .......................... ...1 2 City Staff Assistance............................................................................................1 3 Time of Performance............................................................................................2 4 Compensation .................................... ..................................................................2 5 Extra Work...........................................................................................................2 6 Method of Payment..............................................................................................2 7 Disposition of Plans, Estimates and Other Documents........................................3 8 Indemnification, Defense, Hold Harmless.............................................................3 9 Workers' Compensation.......................................................................................4 10 Insurance..............................................................................................................4 11 Certificates of Insurance; Additional Insured Endorsements...............................5 12 Independent Contractor.......................................................................................5 13 Material Breach...................................................................................................6 14 Assignment and Subcontracting..........................................................................6 15 Copyrights/Patents................................................................I........................I....6 16 City Employees and Officials...............................................................................7 17 Notices ............................................. ...................................................................8 18 Immigration .............................. .................................................................. ..........8 19 Acceptance..........................................................................................................8 20 Risk of Loss.........................................................................................................9 21 Shipping ......................................................................9 22 Nondisclosure......................................................................................................10 23 Installation Services .............. 24 Force Majeure.......................................... ...........................................................10 25 Documentation ..................... ...............................................................................10 26 Warranty/Maintenance........................................................................................10 27 Excusable Delay..................................................................................................11 28 Disaster Recovery ...............................................................................................12 29 Contractor Personnel...........................................................................................12 30 Grant of License ........................................... 31 Contractor's Damage Liability..............................................................................12 32 Waivers ................... ......... ..................................................................................13 . 33 Governing Law..........................................................13 34 Legal Services Subcontracting Prohibited ..................... ............................ ..........13 35 Attorney's Fees .................. .................................................................................13 36 Entirety......................................................................... ...14 jmp*M1te1j14116196 City of Huntington Beach ("CUSTOMER") Appendix A, Scope of Work WilTel shall: • Provide labor to check the manufacturer and part number of the existing Meridian Mail Hard Drive. If a 300MB Seagate hard drive (Model CDC-94171/ST4376N) is in place, a replacement will be provided to customer at no cost. This work is to be performed at least three weeks prior to scheduled upgrade date. • Provide, install, and program equipment listed on Hardware and Software Annex to upgrade Meridian Mail to Release 11, at the following location: 18301 Gothard Street, Joint Powers Facility 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 Central Library and City Hall Meridian Mail systems. • Provide 4 hours of post installation cut over coverage on the first business day following system upgrade. • Provide training for l Meridian Mail administrator. Customer shall: • Provide a single point of contact for all issues relating to the s_rstem 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. -et Appendix A City of Huntington Beach ("CITOMER") 0 Appendix A, Deliye" Schedule MILESTONE DATES: Final Date for System and station level database changes. Customer must sign off on collected database. Wi1Tel 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 :E -Exhibit=B-- - .. City of Huntington Beach 0 Wiffel Contract - Schedule i 1 1 Premium Time Included 1 0 Material 1 442 Labor 1 442 u M_Mail EC96 w10p & OH U7067 MMP40 Upg, Mod Opt U7214 MM Opt 6/7 to 11 Upda SW7010A MM Enterprise Netwo SERV0019 Software Service T MMail Hack Up 1st Day Service 11994 aaa 2275 a or 1 14270 ;emu o a Hard Drive Verification/Rep 0 miffiHal� 126 1 Labor 126 uWOW—i Wes Uff Matedal 15,994.36 Labor 2,843.98 Other 0.00 Total 14,838.34 Exhibit C _ 11 /03/97 hbjp_mm.wk4 RTEL � 0 NORTHERN TELECOM AD121ENDUM SOFTWARE LICENSE NORTHERN TELECOM INC. MORTEL') TELECOMMUNICATIONS PRODUCTS THIS LEGAL ]DOCUMENT IS A LICENSE AGREEMENT ("License") ET , THE ("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. • Imie 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 • NORTEL or any of Its suppliers holding any inte ectual property rights'in any licensed software, atidyor any thir arty owning any intellectual propecty-iiglits;irf.softwhre,from whidi'the---}=,-Y-' licensed software was derived, are intended' third party , • + beneficiaries of this License. All grants of rights 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 NOR L'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 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, 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 orre-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 CUSTOMER (1) has delegated all obligations under this License to the assignee; and (2) has obta ned 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 (i) 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, WILT. 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 TURF, WRITTEN OR ORAL, EXPRESS OR IM IED, 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 NORMS 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 INNABILITY 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 MSOFTWA E LICENSE AGREEMENT: CUSTOMER SIGNATURE PRINTED NAME a DATE 57 sJ�2 Q _— COMPANY NAMI+ CZ, 'y01`� TELEPHONE NUMBER: DISTRIBUTOR NAME: A) 01 tAms �'t"'r u'��T�i SO A, hzs-I a L L C Radford L. Kelly AVP, Contracts and Market Channel Management Northern Telecom Inc. Software License Northern Telecom Inc. Products Version 6.00 September 26,14% � T RIDR TO SOLE SOURCE REQUIPTION 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 IS 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 I 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) CHgCKED 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. SC]LE SOURCE SIGNATURES A*tkl Department Head Signature Administrative ity Administrator's Signature per 3.02.180 o H.B. Municipal Code J I. 2. 3. 4. T CITY OF HUN rNGTON BEACH APPLICATION FOR INSURANCE REQUIREMENTS WAIVER OR MODIFICATION NamuTitle/Departm t fRequesting Staff Member Date of Request 2 / Name of Contractor/Permittee A)A Description ofwork to/be performed / /-) M S (7C2,17?/J'7U/thjf'/-1 )-7) v c4 ilT�u r S. Length of Contract 6. T}pe of Insurance Waiver or Modification Requested: (a) Limits: (b) Coverage 7. Reason for Request for Waiver ar Reduction of Limits ��"),L, aix lLciG'6G 8.( Identify the risks to L :e City if this request for waiver or modifications granted Depwment Head Signature Recommendation: L, (This section to he completed by the Risk Manager) Approve Deny Risk Manager's Signature/Date. (This section to be completed by the City Attorne)) Recommendation: Approve Deny City Anorney's Signaturc/Date I 1 1 Settlement Committee appr -al [is] t] required for this waiver. If Settlement Committee appro al is required, submit form to City Attorney's tc to be placed on the agenda. Recommendation: Approve Deny City Council app v r is t] required for this waiver. If Cite Council approval is required, attach this form to the RCA after consider- ' y the Se' ement Committee. This insurance waiver (is) [is not] on City Council agenda. Imp/klre4ou iWiinsreg19111197 7 6 - (9� 4L al/m ' :.Y ::::.... ....Ji.�•4{J:.}Y:..}o4.. }'..i .. pJ:K:$..:.:-A'^t:!.7.:i�...ri.:4.:t::C::ti}+::�-•:v:i.':�{: :y.�:h'-{:.}':.,y::.yr:.:.-. ... "{ :sK `::?•..i: - 4- "- e. w -for°}�•�;Sr<or:,.r.:o:{ DATE lMM/DDiYYij A s I { 1 1"i iE.`'1 xt K:fi:fi . vk: : .. 0210511998 'i'.': ... .p.. r.:..: .: :.. riy:$:'4}c.'.:xiFri::iA';:}i.%:CF:4..�'`A-- •"�--.X.-,+jsY'q...:Y.C: •.tr: xf •,�J:J:rxr:.U_ PRODUCER 915-486-3900 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Alexander & Alexander, Inc. APMYeP ONLY AND CONFERS NO FLIGHTS UPON THE CERTIFICATE Aon Risk Services/if/i��5/�/y� ]_� HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE. AFFORDED -BY THE POLICIES BELOW. . P.O. Box 3406 �r 0p / 0 COMPANIES AFFORDING COVERAGE COMPANY Tuisa OK 74101-3406 A NATIONAL UNION FIRE INS tO OF PITT INSURED WILTEL COMMUNICATIONS, LLC COMPANY THE WILLIAMS COMPANIES B INS CO OF THE STATE OF PENNSYLVANIA COMPANY CIO RMID P. 0. BOX 3483 C COMPANY TULSA, OK 74101 D v:.... :....... .........:+r::.r....•...::n'.:-:.-�:.v.:...:..vv.i-}hr.:: .1"'..':-:i:::.: :3-1 :::5* Sc..,y.:•:- C-�}lri.T��474�i.- . v.or:txR..,,:..,,s,.........e,:}:}.w,:.,3,aW:.�e«c:.w..i..w�a.w.•w:..,>...,w...F.wr:'t,.ra:.'�w.^-.y.:.:s�.k,�::a;�.,fi ...,.-.:::. ::::;::.:^r.:..:.::`..:.: :::: w.:,;:h.:.w.cw,w.,...:: v�:os�.:s:•un;.µ' k-x.rc: ;_ xaax;-�•�.Z.,: 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 EFFECTIVE DATE (MMIDDIYY) POLICY EXPIRATION DATE IMMIDDIYY] LIMITS A GENERAL LIABILITY RMGL1216598 03/01/1997 03/01./1999 GENERAL AGGREGATE ! 10,000,000 X PRODUCTS - COMPIOPAGG 0 10,000,ODO COMM ERCIALGENERAL LIABILITY CLAIMS MADE a] OCCUR _ PERSONAL & ADV INJURY 0 2,000,000 EACH OCCURRENCE 0 2,000,000 OWNER'S 6 CONTRACTOR'S PROT FIRE DAMAGE (Any one fire) 0 2,000,000 MED EXP {Any one person) 0 S , 0 00 A A AUTOMOBILE LIABILITY X ANY AUTO - RMCA1353131 RMCA1353132 03/01/1997 03/01 /1997 03/01/1999 03/01 /1999 COMBINED SINGLE LIMIT 0 2,000,000 BODILY INJURY (Per person) 0 ALL OWNED AUTOS SCHEDULED AUTOS r ^�� 2.r +^`AT5 F r T BODILY INJURY (Per sccidentl 0 X HIRED AUTOS.' X NON -OWNED AUTOS ' PROPERTY DAMAGE 0 GARAGE LIABILITY y AUTO ONLY - EA ACCIDENT 0 OTHER THAN AUTO ONLY. ANY AUTO EACH ACCIDENT e AGGREGATE 0 EXCESS LIABILITY EACH OCCURRENCE 0 AGGREGATE 0 UMBRELLA FORM • OTIiEft THAU UMBRELLA FC.AM B WORKERS COMPENSATION AND RMWC2178224 03/01/1997 03/01/1998 X WC SDAYTIATITjM OTH• __ -.� : ' i ..1..2, EMPLOYERS' LIABILITY EL EACH ACCIDENT 000, 000 THE PROPRIETOR! PARTNERSIEXECUTIVE X INCL EL DISEASE - POLICY LIMIT 0 2,000,000 EL DISEASE- EA EMPLOYEE 0 2,000,000 OFFICERS ARE: EXCL DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPECIAL ITEMS 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. j IWILTEL/CYPRESS, CAITURY BRACAMONTES/PER RMID) - - - - - - --..%pg:{n:{: v.F'l.•-:.--g.-J:v'J..q.-' - - - - - - - - - - - ..:..}'GY* - v:..:.::.,:v, :.:.:.r.}:.i }:i :..:try j :.v.s.:.::tr: ..; :.i ... J.-. .-.... ��.i.. .- , r -.._ v. -i ,-. --. � '}" .: j`i:(::C:.:. - - J:}:.•:r%}...v.ti}}�3:v:�ri.:4.:}y: i'v' n'}n j� �{ Sy ..ii- �:.: ..rytr....4...: ..J.4.:i. :.v. }.S $p..ui..:.. .:?y:}.iti:inY.ai.}:.JU.: S.v...:-:-: r..i.::tr:i �' �:: ::0:}:�:C:�h'¢�-'::..•..{L: } �i� . CER.-.jj�:j�}}F�CA•.E;s.�F1;^:2;yi,:;t..n... � . �:. v+:`.uN,vnn.w.{�. jr''i�/��r S f..{- ..: i•.J. , titiS`�:~:4. .v.iv.v:.d:{iv43.�n�nnKWii•irv�rw$rv.+}i4i,}rN}..va:A}L.ti+�Mnvh�+:.++n•r.4n•r.:•rn•:.,+rvnvnw.w52v.:v$I.: -+.w: .0 iw :.n �:;:Lr .:..y.:. tr:.Q-F:-v:':v}::`�Lv:i�r.v5:.i:.kv:i3:i:}:.y,.,:.v:vi:::ti•.,+yfv:G::v:' yv:4:::'4:Suk�riv:}v, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCE. E4 LjBEFORE THE CITY OF HUNTINGTON BEACH EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL i MAIL ATTN: CHERI WHITE 30 DAYS WRrTTEN NOTICE TO THE CERTIFICATE HOLDER NAMED T THE LEFT, EXCEPT 10 DAYS NOTICE FOR NON-PAYMENT. 2000 MAIN -STREET HUNTINGTON BEACH, CA 92646-2702 r AUTHORIZED REPRESENTATIVE LARRY A. 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