HomeMy WebLinkAboutWILLIAMS COMMUNICATIONS SOLUTIONS, LLC - 2000-03-20Ap
j, le CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CRY CLERK
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COU�'CII.1
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
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Remarks:
Connie Brocimay
City Clerk
Attachments: Action Agenda. Page
Agreement
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I %;ITY OF HUNTINGTON BEAC vt
MEETING DATE: March 20, 2000 DEPARTMENT ID NUMBER: FD 00-002
Council/Agency Meeting Held: _a o /ate O
Deferred/Continued to:
iA Approved ❑ Conditionally Approved ❑ Denied
City Clerk's Signature
Council Meeting Date: March 20, 2000
Department ID Number: FD 00-002
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CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City Administratorae > ry N
PREPARED BY: MICHAEL P. DOLDER, Fire Chief/Information Systems Direct v
r
SUBJECT: APPROVE WILLIAMS COMMUNICATIONS CONTRACTS FOR
FIRE STATION 6-EDWARDS TELEPHONE SYSTEM, CITY HALL
EQUIPMENT REPLACEMENT, AND AUTOMATIC CALL
DISTRIBUTION REPORTING
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s)
Statement of Issue: Should the City Council approve the Williams Communications
contracts to provide hardware, software, and labor to install a new telephone system in Fire
Station 6-Edwards and for City Hall telecommunications equipment replacement and
Automatic Call Distribution reporting software?
Funding Source: The Fire Station 6-Edwards telephone equipment is funded as a
Supplemental Expenditure Fire Station 6-Edwards CC-1084 account and is reimbursed
through the Holly Seacliff Development Agreement. The City Hall software upgrade and
Automatic Call Distribution (ACD) reporting software are budgeted items included in Fiscal
Year 1999/00 Equipment Replacement Budget ($23,000) and Capital Equipment Budget
($30,000).
Recommended Action: (Motion to)
1) Approve and authorize the Mayor and City Clerk to execute the Williams Communic lions
contract to install Option 11 telephone switch in Fire Station 6-Edwards in an amount not
to exceed $33,955.61. (Attachment 1)
2) Approve and authorize the Mayor and City Clerk to execute the Williams Communications
contract to replace software and install Automatic Call Distribution reporting software in
City Hall in an amount not to exceed $ 50,248.74. (Attachment 2)
3) Approve the modifications to insurance liability requirements as recommended by the
Settlement Committee. (Attachment 3)
F1300 002 Williams Telecom Contracts
.2.
03/06/00 2:37 PM
%t&UEST FOR COUNCIL AC7[ON
MEETING DATE: March 20, 2000
Alternative Action(s): Do not approve contracts.
DEPARTMENT ID NUMBER: FD 00-002
Analysis: Fire Station 6—Edwards is scheduled to begin operation in May 2000. A
communication system is a key component to the basic operations of the station. The station
cannot open without a phone system.
At City Hall the Automatic Call Distribution (ACD) reporting software will provide a means for
enhancing customer service through in-depth reporting capabilities, greater operation control,
and better cost accounting. In addition, the City's telecommunications system software is
due to be replaced in order to keep pace with technological advances and to maintain system
reliability. Specifically, these enhancements will help to meet operational demands, including
the ability to read inbound caller identification information. There have been numerous
instances where this information has been requested by both the City Attorney's Office and
the Police Department to assist in various investigations, but due to the current system
limitations, it could not be provided.
Williams Communications has continuously provided high quality service since 1991 when
they originally installed the City's 16 telecommunication sites and networked them. The core
equipment changes necessary to bring City Hall's telephone switch up to Release 24
software are very complex and requires a vendor already familiar with our existing network.
Settlement Committee Recommendations
Williams Communications has asked for some modifications to the liability portions of the
contract. The contracts, Attachment 1 and Attachment 2, 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 the City.
Environmental Status: Not Applicable
FD00 002 Williams Telecom Contracts -3- 03/0910010:44 AM
WQUEST FOR COUNCIL AC N
MEETING DATE: March 20, 2000
Attachment(s�:
DEPARTMENT ID NUMBER: FD 00-002
1. 1Agreement Between the City of Huntington Beach and Williams
Communications Solutions, LLC, for Telecommunications System at
Fire Station 6-Edwards
2. Agreement Between the City of Huntington Beach and Williams
Communications Solutions, LLC, for Telecommunications System at
City Hall
3 Liability Insurance Requirements Waiver or Modification
RCA Author: Cheri White, Telecommunications
FD00 002 Williams Telecom Contracts
-4-
03/0910010:44 AM
ATTACHMENT 1
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND WILLIAMS COMMUNICATIONS SOLUTIONS, LLC, FOR INSTALLATION OF
A TELECOMMUNICATIONS SYSTEM AT THE EDWARDS FIRE STATION
THIS AGREEMENT, made and entered into this 21 s t day of
March
2000 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 install a new system at Edwards Fire Station, 18590 Edwards Avenue, Huntington
Beach, CA 92647; 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 Mar; Day , 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.
00agm4Tnp'k/wihc1- V129'00
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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 Thirty Three Thousand Nine
Hundred Fifty Five Dollars and Sixty One Cents ($33,955.61).
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. Payments received more than thirty (30) days after billing are
subject to a late payment charge of one and one-half percent (1-1/2%) for each thirty (30) day
period that they remain unpaid.
OOagm jmp,%1wihc1-112/18`00 2
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
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 ail 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 ail 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 willful
00a mlimplluiltd-i.tii 8,% 3
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 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
00agr=fjm1%k'Wi1tc1-t.7i9!00 4
amount: combined single limit bodily injury and property damage, including prod uctslcompleted
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 hereunder.
The certificate of insurance for general liability shall show the CITY, its agents, officers and
employees as additional insured.
002g-ijr11PVuilccl-1.2118'00 5
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.
O02grrJjmp-9Jr.ihC1-M18.100 6
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15. COPYRIGHTSIPATENTS
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 shalt 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 remedy
ooagnWjmp-Wwilicl-tan 00 7
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
Govemment 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 Unites! 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:
00agm-4MP- clWiltC1-1fV19:00 8
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.
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,
00agrcdjmp'Wwi1te1-M18'00 9
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)
andlor (B) damage to losses to the equipment or scope of work due to CONTRACTOR's
neg"igence. 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.
00agnv!jmprldwi11c1-1/2/18-'00 10
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 intemal use only.
26. LIMITED WARRANTY
(a) For a period of one year from the cutover date (the "warranty period"), contractor
warrants that the system will be free from defects in materials and workmanship and will
operate in accordance with manufacturer's specifications.
(b) THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER EXPRESS
WARRANTIES. THIS AGREEMENT EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. CONTRACTOR DISCLAIMS ANY WARRANTY TO PREVENT
UNAUTHORIZED USE OF THE SYSTEM INCLUDING TOLL FRAUD.
(c) CITY's SOLE AND EXCLUSIVE REMEDY for breach of warranty is limited to
CONTRACTOR'S performance as set forth in Section 27(a) below and performance of warranty
service during the Warranty Period will not extend or restart the Warranty Period. If, however, it
is determined that such remedy fails of its essential purpose, then CONTRACTOR'S entire
liabi'ity for such breach is limited to payment by CONTRACTOR of CITY's actual damages in
an amount not to exceed the Cash Price of the System.
27. WARRANTY AND MAINTENANCE SERVICES
(a) During the Warranty Period, if warranty work is necessary, CONTRACTOR will,
at its option (i) repair the System in place or (ii) accept return of components of the System for
repair or replacement. Such repair or replacement, including both parts and labor, will be at
CONTRACTORS expense. Repair and replacement parts may be new or like new.
V"
(b) Upon the expiration of the Warranty Period and pursuant to the terms and
conditions of this Agreement, CONTRACTOR will provide Maintenance. Maintenance service
for hardware shall consist of furnishing all parts and labor necessary to maintain the System in
good operating condition as a result of CITY s normal use. Repair and replacement parts may
be new or like new. Maintenance service for software will include provision of all maintenance
releases and patches which are issued at no cost by the manufacturer to correct problems
which CITY has encountered in the performance of the software.
(c) During the Warranty Period and any subsequent maintenance term,
CONTRACTOR shall be liable for any physical damage it causes to the System. This liability is
limited to repair of the System or component thereof, or if the System or component cannot be
repaired, replacement with a with a comparable System or component in accordance with
Section 27(a) above.
(d) During the Warranty Period and any subsequent maintenance term,
CONTRACTOR will respond remotely or on -site as may be necessary to requests to perform
service for a service affecting outrage of the System (Emergency Service) within two (2) hours
of receipt of notice from CITY requesting such service without regard to time of day or day of
the week. Emergency Service will be provided only for System failure resulting in the failure of
twenty percent (20%) or more of all stations and/or trunks or the failure of the attendant
console. All other outages are classified as non -emergency. CONTRACTOR will respond to
requests to perform non -emergency service within twenty-four (24) hours of the receipt of the
request, except when the request for such service is made on or the day before a weekend day
or a CONTRACTOR holiday, in which case CONTRACTOR will respond by the next business
day. Service call made beyond CONTRACTOR's normal working hours for non -emergency
services will be performed by CONTRACTOR upon CITY's request at CONTRACTOR's then
prevailing rate.
00agwelim-'.lwiltel-I12fI V00 12
28. MAINTENANCE TERM: SERVICE FEE
After the expiration of the Warranty Period, CONTRACTOR shall provide
Maintenance for a term of one year (the "Initial Term") upon the same terms and conditions
contained herein except that the Service Fee shall reflect CONTRACTOR's then current
maintenance rates charges unless either CIITY or CONTRACTOR notifies the other in writing
at least forty-five (45) days before the end of the Warranty Period that it declines such renewal
for the following year. At the end of the Initial Term, the agreement for Maintenance shall be
automatically renewed for the following year. At the end of the Initial Term, the agreement for
Maintenance shall be automatically renewed in successive annual renewal periods at
CONTRACTOR's then current charge for Maintenance, unless either CITY or CONTRACTOR
notifies the other party in writing at least forty-five (45) days before the end of the renewal term
that it declines such renewal for the following year. The annual charge for Maintenance (the
"Service Fee"), plus applicable taxes, shall be pain in advance upon invoice. CITY will provide
evidence of its tax exempt status if it claims such status. Service fees received more than thirty
(30) days after billing are subject to a late payment charge of one and one-half percent (1-
1/2%) for each thirty (30) day period that they remain unpaid.
29. SERVICE FEE ADJUSTMENTS
Adds, moves, or changes that adjust the station or port count as well as
upgrades and new peripheral devices ("Modifications") will modify the Service Fee. After any
applicable warranty expires for such modifications, CITY may include such modifications under
the maintenance for an additional charge at CONTRACTOR's the prevailing rates, except that
CONTRACTOR will include modifications performed by a party other than CONTRACTOR only
if CITY's modified System is certified at CITY's expense to be in accordance with
manufacturer's standards for service and maintenance. Any modifications performed by
CONTRACTOR require a separate agreement such as the CONTRACTOR's Customer Service
Order ("CSO") CITY hereby acknowledges that modifications, including software upgrades,
002grcc1imp1k/w11tc1-I /V I8'00 13
performed or supplied by unauthorized distributors may result in a denial of software support
services form the manufacturer of the System.
30. WARRANTY AND MAINTENANCE EXCLUSIONS.
The warranty and maintenance service provided under this Agreement excludes
repairs or replacements caused by: (i) damage to the System due to fire, explosion, power
irregularities, power surges, Acts of God (including, without limitation, earthquakes, rains, floods
or lightning), or any other cause not attributable to CONTRACTOR; (ii) CITY's failure to follow
applicable operation, maintenance, or environmental requirements described in any of the
manufacturer's manuals, CONTRACTOR's manuals, and other materials provided to CITY,
including without limitation manufacturer's product bulletins' (iii) CITY's additions, alterations,
modifications, enhancements or repairs to or disassembly of the System (itself or using a third
party) without CONTRACTOR's written consent; (iv) mishandling, abuse, misuses or damage to
the System by CITY or a third party; (v) relocation of the System without CONTRACTOR's
written consent (other than telephone instruments relocated in accordance with the
manufacturer's specifications); (vi) failures or charges required resulting from the local
exchange company interexchange carrier, the power company or other processing of such
data, or in connection with providing calendar -related data to and accepting calendar -related
data from other systems. CONTRACTOR may, at its option, terminate its maintenance
obligations to perform repairs necessitated by any excluded cause at CITY's request at
CONTRACTOR's then prevailing rate.
31. 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
00agreejfMildwiItd-lf'JIV00 14
a day -far -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.
32. 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.
33. 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.
34. 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-
Northem Telecom software license, said software license shall prevail.
003grCdjmPV%%i11c1-1rJ19!00 15
35. 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.
36. 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.
37. 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.
38. 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
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONTRACTOR.
39. 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.
00a8n-c/jmrL %%iItc1-1/2118/00 16
39 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.
40. 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: Z� 21.,. , /I d -
print name
ITS: (circle one) Chairman/President/Vi residen
By:
print name
ITS: (circle one) Secretary/Chief Financial
Officer/Asst. Secretary - Treasurer
City Clerk
REVIEWED AND APPROVED:
Q
Cit dministrator
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
H Moo -- 0 0
�.
APPROVED AS TO FORM:
i
City Attorney 2- 19)
`00 o� �
INITIATED AND APPROVED:
Fire Chief
00agree/jmp/k/wiltel-2/2/18/00 17
Mar-03-00 10:49A PBX SALES 714 236 2462 P.02
f f
39 ATTORNEY $ FEES
In the event suit is brought by either party to enforce the terms and provisions of
this agreement or to secure the performaneo hereof, each party shall bear Its own attorneys
fees_
40. 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 CITY OF HUNTINGTON BEACH, a
SOLUTIONS, LLC municipal corporation of the State of
California
sy:
print name Mayor
ITS: (tire o e) Chairman/PresidenW reslden
8Y'
LA. APPROVED AS TO FORM:
� -
ITS (cirrde one) Seise ary/Chief Financial �d, 00 Attorney y
Officer/Asst Secretary - Treasurer � 3
INITIATED NO PP
ATTEST:
Fire Chief
City Clerk
REVIEWED AND APPROVED.
City Administrator
I
OOigreermp k/�ri�trl-2J7/i9/00
17
ze 30t+d ad R)VM N01DNIiWH t�StbcFntc 6L:11 e133VE E8
Williams Communications Solutions, LLC
System Solution for City of Huntington Beach
Exhibit A
"SCHEDULE 1"
EDWARDS FIRE STATION NORTEL OPTION 110 RLS. 24
2/21 /00
PBX System
Unit
Extended
Extended
Total
Quantity
Order Code
Description
Price
Price
Labor
Price
T F! 10!
Option I C Single Cabinet AC
1,499.59
1.49938
2, .80
3,664.3%
1
NTSD02GA
Digital Line Card (DLC)
2,018.66
2,018.66
52.90
2,071 A6
I
NTOD09DA
Analog Mcssage Waiting Line Card
2,019.66
2,018.66
52.90
2,071 A6
I
NTSD14BB
Universal Trunk Card
2,076.34
2,076.34
52.80
2,129.14
2
N-"D15AK
E&MTrunk Card
1,499.58
2.999.16
105.60
3,104.76
1
NT9KOBAD35
Meridian N120081IF Standard Business
314.92
314.92
0.00
314.92
Telephone with Display, Ash
16
MIN33BA70
Meridian M3903 Enhanced, Charcoal
270.52
4,328.32
0.00
4,328.32
2
NMF7901
h13901, M3902, M3903, M3904 User
0.00
0.00
0.00
0.00
Guide (Package of 15 P0903627)
1
AS7011
DEC Terminal Package
907.46
807.46
52.80
860.26
1
NT6R76AD
Option 1 IC R24 English Documentation
138.42
138.42
0.00
138.42
Package - Coil
1
AMP1101
Option I I System AMP-0040
-1,922.54
-1,922.54
0.00
-1,922.54
1
NTSF8022
Option I IC Enterprise Softwaro Package
3,748.94
3.748.94
1.056.00
4,804.94
1
AS1073
SDI/DC11 Package
1,787.96
1,787.96
52.80
1,840.76
Total for PBX System:
19,815.88
3.590.40
23,406.28
WCS-Additional Equipment
Unit
Extended
Extended
Total
Quantity
Order Code
Description
Price
Price
Labor
Price
1
5460
Taylor lii/l.o Thermometer
26.99
26.99
0.00
26.99
1
61072-22
Poweryar Power Conditioner 720VA
312.23
31213
0.00
31213
1
70012801
Okidats Serial Board w/Buffcr
114.97
114.97
0.00
114.97
1
9771450C
RS232 Male -to Male Serial Cable
6.30
6.30
0.00
6.30
1
9801422N
Okidata Microline 320 Printer
492.17
492.17
52.80
544.97
1
MGBJSGLI
Powcra•ar Ground Dar
5.94
3.94
0.00
5.94
1
NT5D56AA
Power Bar, 6 Outlets
17.31
1731
0.00
1731
1
SED-ODW-2-236-14M-02
Teltronics SEBII Remote Maintenance
1,624.15
1,624.15
105.60
1.729.75
Device, 2 Port
1
SE82W111T
Teltronics Wall Bracket
53.93
53.93
0.00
53.93
Total for WMAdditionalEguipment:
2,653.89
158.40
2.912.29
WCS-Ancillary
Materials
Unit
Extended
Extended
Total
Quantity
Order Code
Description
Price
Price
Labor
Price
1
107058935
AT&T I IOAA2- 001? Terminal Block
0.00
0.00
5.28
5.28
10
2061220C
25 Pair Single Ended Female Amphenol
0.00
0.00
264.00
264.00
Cable 25 fi.
32
3140OISC
MDF TrunMation Cross Connect
0.00
0.00
118.27
11817
Total for WVS-Aneillary%faterialc
0.00
387.55
387.55
Primed: 12ft'1999 02.37.34 All Page 1 of 2
eduu dsprice111.doc
Williams Communications olutionsr LLC
System Solution for City of Huntington Beach
WCS-Additional Labor
Quantity
Order Code
Description
Unit
Price
Extended
Price
Extended
Labor
Total
Price
2
µ C - - R-PS
Station Ports Labor
0.00
0.00
829.59
829.59
16
WCS-V-LABOR-PT
Trunk Ports Labor
0.00
O.DO
104.76
104.76
1
WCS-V-LABOR-TD
Digital Telephones Labor
0.00
0.00
36.96
36.%
16
N%'CS-V-LABOR-TD
Digital Telephones M39XX Labor
0.00
0.00
506.89
506.99
Total forWCS-Additional Labor:
0.00
1,478.19
1,478.19
Manual Additions
PBX System
Unit
Extended
Extended
Total
Quantity Order Code
Description
Price
Price
Labor
Price
F6 80AB
u ti-Purpose Scrial Data
Link (t<1SDL ,595.42
2.595.42
0.00
95.42
Total for PBX System:
2.595.42
0.00
2,595.42
Modems
Unit
Extended
Extended
Total
Quantity Order Code
Description
Price
Price
Labor
Price
2 NSPN
212,VD 30011200 BPS h
cm 416.80
933.60
.00
933.60
Total for lllodems:
.833.60
0.00
833.60
Grand Total 25,898.79 5,614.54 31.513.33
Quote provided by
RfaryJ. Day
Williams Communications Solutions
February 21, 2000
Notes:
• Site to be connected to Central Library via Tie Lines.
• Install (1) E&M Tie Line Card (NTBDISAK) at Central Library from this quote.
• Install (1) MSDL card (NT61)80AB) at Central Library from this quote..
• Install (1) Modem (NSPN) at Central Library from this quote.
• Reuse customer provided single fine phones and fax machines.
Printed:124M1999 02.57.34 AW Page 2 of 2
edxardV ice111.doc
k-w
Exhibit A
Scope of Work
City of Huntington Beach ("CUSTOMER")
Edwards Fire Station 6
Williams shall:
February 21, 2000
• Provide, install, and program equipment listed on Schedule 1 to deliver a new Option 11 C at the following
location:
Edwards Fire Station 6
18590 Edwards Ave.
Huntington Beach, CA. 92647
• Provide and install a one cabinet Option I IC with Enterprise Business Software and 200 TN's.
• Provide and Install (1) digital line cards (16 ports) to accommodate (16) M3903 digital sets. Provide (1) analog
line cards (16 ports) to accommodate customer provided sets and faxes.
• Provide and Install (1) Universal Trunk Card (UTC).
• Provide and Install (1) Analog Message Waiting Line Card.
• Site to be connected to Central Library via Tie Lines. (E&M Trunk Cards)
• Install (1) ELM Tie Line Card (NT8D15AK) at Central Library from this quote.
• Install (1) MSDL card (NT6D80AB) at Central Library from this quote..
• Install (1) Modem (NSPN) at Central Library from this quote.
• Reuse customer provided single line phones and fax machines.
• Provide, place, designate and test (16) Digital sets:
(16) M3903 Enhanced Charcoal
• Implement dialing plan with least cost routing.
• Non -service affecting work will be performed between the hours of 8 a.m. to 5 p.m. Monday through Friday,
excluding holidays, during normal business hours. Any service affecting work will be performed after normal
business hours. Work may be performed on Sundays or Holidays pending scheduling and possibly additional
labor expenses.
• Project Manager will conduct a kickoff meeting with customer and key members of installation team at
customer premises. PM will provide a comprehensive project plan at the first meeting after the kick off
meeting.
1
`.)
Exhibit A
Scope of Fork
City of Huntington Reach ("CUSTOMER")
Edwards Fire Station 6
Customer shall:
February 21, 2000
• Provide access (conduits, trays, concrete bores) for all cabling to be completed other than from the switch to the
MDF
• Provide a single point of contact for all issues relating to the system installation.
• Provide floor plan reference.
• Provide marked floor plans that indicates type of telephone.
• Provide equipment room which meets the Williams -supplied environmental considerations.
• Provide Music on Hold source and Recorded Announcement devices.
• Provide backboards and 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 Williams's employees and sub -contractors.
Scope of Work Provided by:
Mary J. Day
Account Manager
Williams Communications Solutions
V-(714) 236-2466 F-(714) 236-2380
2
Exhibit B
City of Huntineton_Beach ("CUSTOMER")
EdN ards Fire Station 6 February 21, 2000
MILESTONE DATES:
Final Date for System and station level database changes. Customer mast sign off on collected 4,107/00
database.
Williams shall deliver the switch component of the Hardware to the Site and move it to the Switch- 420/00
room.
The Cutover of the System will commcnce on this date.
4/28100
3
Exhibit C
Pricing
Equipment and Software 25,898.79
Labor 6,614.54
Total System Price $31,513.33
The Total Price above does not include applicable taxes which shall be reflected on the
final milestone invoice issued by Williams to the City of Huntington Beach.
4'
Exhibit D
Nortei Software License
NC-7RTEL �
NORTHERN TELECOM
,ADDENDUM A
SOFTWARE LICENSE
NORTHERN TELECOM INC. MORTEL') TELECOMMUNICATIONS PRODUCTS
THIS A ME T 15 A LICENSE AGREEMENT ("License") BETWEEN YOU, THE END -USER
("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, and/or any third party owning
any Intellectual property rights in software from which the
licensed software was derived, are intended third party
beneficiaries of this Lcense. 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 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,
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
N
CUSTOMER (I) 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 (H)
provides written notice of such claimed material breach to
CUSTOMER and (W) 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
pdice to any other rights and remedies that NORTEL may
2at 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 THIS SOFTWARE LICENSE AGREEMENT:
CUSTOMER SIGNATURE
M%TED NAME DATE
CONWANYNAME G-W `4 unpin C�W 15&4► TELErHONE NUMBEP-
DISTRIBUTOR NAME 1 o tm5 Com'rbmf co4fon5 :5b1 LA C} io5
Radford L. Kelly
AVP, Contracts and Market Channel Management
Northern Telecom Inc.
Software License Version COO
Northern Telecom Inc. Products September 26, 29%
11:55 FEB 24, 2000 ID: FRS OF OI-AROMA C,.,rr #35M FFGE= 2i20 AT IN'd 1%, e t, ; cal k.4,
CFae.'TIFICATE OF INSURANCE 4I..% ', J... C-at,
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORI ANON ONLY X4D CONFERS NO RIGHTS ON THE CERTIFICATE MOLDER
TI°S CER ACATE DOES NOT A.EN D. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED ETELOW.
NAME ANDADORE-4S OF NSLPED
Wilams CommI rlieations SohFEons, LLC .Ion JWarren e Plac.lrrc. ojOtlahoFNa
Williams Colnmuticatons Group.Inc �a thYale.
AON 6120 South Yale, Suite 500, P.O. Box 3406
c/o R-M:D Tuba. Oklahoma74101-3406
P. O. Box 3483 Telephone 9IV496-3900 Tcichc 9lffi496-0460
Tulsa. OK 74101
_I Dwe Tuesday, February 22. 2000 469
TW X TOCERTFY TINT T1E POLICES OF I S AANCE LISTEC BELOW W VE BEEN 161LE7 TO TIE POURED W WE0 4374 FOR THE POLICY rEROO !MCAT M NOTNITM TAMING NN REOJKMEN T. TERM OR OOFORON
OF ANY CONTWI OR 0"R DOCYAEhit 1Nrt/FFIE SPECT TO W-IIN THS C'ERTfiCAIE MAY BE 663IFEOOR AAAr PERtAN T►E NSIAAWE AFFORCE0 BY 114E POLICEI OESCIWOWEREN 3 SI.B.ECT TO ALL TTE TEAMS,
ETaCLUSCNS n0 W010 S OF S"PCtICE1 LIN13 S 4CM MAY NIAVE BEEN AEDLTCED By PAM CLAW
POUCYEFFECTIVE
POLICYEVIRATION
TYPE OF WSURANCE
COMPANY 6 POLICY NULAEIER
DATE M
DATE M
ALL LIMITS N THOLISFWOS
GENERAL LIABJLITY
IRMGL6123133
r
American Home Assurance
6ENERALACCRECATE
S 10,000
PAQDLNCTSDOMPKnAGMECATE
S 10000
X COMNE`I,ftGENERALLAWITY
Co.
PE'w-LaAm" I6F4CkAAY
CLAW IMAM
o3PJ1120oo
o3mino0,
S 2,000
EAC14OW-MENCE
$ 2.000
—
X 1 OCCURENCE
FFE DAMAGE TPAN DINE Flip
s 2.000
MEOGOL M.NTSE IAN1 ONE PER"
S 5
AUTOMOBILE
LIABILITY
AINV AI,7D
ALL ORNFEDAUTCS
American Home Assurance
RMCA5347492
03M112000
03/01/2001=-
`�
$ 2,000
=_ _
X
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�
$
sGEOlAFOAUTOS
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RMCA5347713
03101l2000
03101/2001
-
NON OWNE-1 AUTOS
-
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- - -
S
EXCESS LIABILITY
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CLAPAS MALE OCCLAENCE
WORKERS COMPENSATION
Arrelican Hom ranee
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DESOTIPTION CF OPERATICr.SAQCAT*NSNEHICLESIRESTRI:TIM;SPECLfflF
AS REQUIRED BY WRITTEN CONTRACT AND IN ACCORDANCE WITH POLICY TERMS. CONDITIONS. AND EXCLUSIONS. T H E CITY OF
HUNTINGTON BEACH, ITS AGENTS, OFFICERS AND EMPLOYEES ARE INCLUDED AS ADOITIONAL INSUREDS AS RESPECTS GENERAL
LIABILITY.
FOR ALJK%4T.VT'Y PLIPPOSES. THIS CERTIFICATE CONTAWS AN AON WATER MARK
NAME APO ADDRESS OF CERTIFICATE HOLDER
CITY OF HUNTINGTON BEACH
ATTN: C-4ERI WHITE
2000 MAIN STREET
HUNTiNC'ON BEACH. CA 92U6.2702
CAT'CELLATICN' SHOULD ANY CC THE ABOVE DESCRIBED POUOES BE
CANCELLED BEFORE T1f EXPIRATION DATE T-EREOF. TINE iSSLANG COWANY
WILL MNL 30 DAYS %RITTEN NOTICE TO TFB CERTIFICATE MOLDER NAMED TO THE
LEFT
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FEE-24-2000 09:52 q6z E.e2
ATTACHMENT 2
IN
M
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND WILLIAMS COMMUNICATIONS SOLUTIONS, LLC, FOR UPGRADE
OF EXISTING TELECOMMUNICATIONS SYSTEM AT CITY HALL
THIS AGREEMENT, made and entered into this _list day of
MA rr-h 2000 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 City Hall Facility, 2000 Main 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 Mary Day , 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.
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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 Fifty Thousand Two Hundred
Forty Eight Dollars and Seventy Four Cents ($50,248.74) for the upgrade to the existing
systems at City Hall.
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. Payments received more than thirty (30) days after billing are
subject to a late payment charge of one and one-half percent (1-1/2%) for each thirty (30) day
period that they remain unpaid.
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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
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 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 willful
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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 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 shalt provide coverage in not less than the following
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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
withcut 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.
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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.
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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 tamed 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 remedy
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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
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:
l.)
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.
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,
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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 -today 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.
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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. LIMITED WARRANTY
(a) For a period beginning on the Cutover Date and ending (i) upon the expiration of
the current annual warranty period or current annual maintenance term for the Existing System
("Existing Term") or (ii) 90 days after the Cutover Date if there is no Existing Term in effect
("Warranty Period"), CONTRACTOR warrants that the System will be free from defects in
materials and workmanship and will operate in accordance with manufacturer's specifications.
(b) THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER EXPRESS
WARRANTIES. THIS AGREEMENT EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. CONTRACTOR DISCLAIMS ANY WARRANTY TO PREVENT
UNAUTHORIZED USE OF THE SYSTEM INCLUDING TOLL FRAUD.
(c) CITY's SOLE AND EXCLUSIVE REMEDY for breach of warranty is limited to
CONTRACTOR'S performance as set forth in Section 27(a) below and performance of warranty
service during the Warranty Period will not extend or restart the Warranty Period. If, however, it
is determined that such remedy fails of its essential purpose, then CONTRACTOR'S entire
liability for such breach is limited to payment by CONTRACTOR of CITY's actual damages in
an amount not to exceed the Cash Price of the System.
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27. WARRANTY AND MAINTENANCE SERVICES
(a) During the Warranty Period, if warranty work is necessary, CONTRACTOR will,
at its option (1) repair the System in place or (ii) accept return of components of the System for
repair or replacement. Such repair or replacement, including both parts and tabor, will be at
CONTRACTOR's expense. Repair and replacement parts may be new or like new.
(b) Upon the expiration of the Warranty Period and pursuant to the terms and
conditions of this Agreement, CONTRACTOR will provide Maintenance. Maintenance service
for hardware shall consist of furnishing all parts and labor necessary to maintain the System in
good operating condition as a result of CITY's nominal use. Repair and replacement parts may
be new or like new. Maintenance service for software will include provision of all maintenance
releases and patches which are issued at no cost by the manufacturer to correct problems
which CITY has encountered in the performance of the software.
(c) During the Warranty Period and any subsequent maintenance term.
CONTRACTOR shall be liable for any physical damage it causes to the System. This liability is
limited to repair of the System or component thereof, or if the System or component cannot be
repa*red, replacement with a comparable System or component in accordance with Section
27(a) above.
(d) During the Warranty Period and any subsequent maintenance term,
CONTRACTOR will respond remotely or on -site as may be necessary to requests to perform
service for a service affecting outrage of the System (Emergency Service) within two (2) hours
of receipt of notice from CITY requesting such service without regard to time of day or day of
the week. Emergency Service will be provided only for System failure resulting in the failure of
twenty percent (20%) or more of all stations andlor trunks or the failure of the attendant
console. All other outages are classified as non -emergency. CONTRACTOR will respond to
requests to perform non -emergency service within twenty-four (24) hours of the receipt of the
request, except when the request for such service is made on or the day before a weekend day
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or a CONTRACTOR holiday, in which case CONTRACTOR will respond by the next business
day. Service calls made beyond CONTRACTOR's normal working hours for non -emergency
services will be performed by CONTRACTOR upon CITY's request at CONTRACTOR's then
prevailing rate.
28. MAINTENANCE TERM; SERVICE FEE
After the expiration of the Warranty Period, CONTRACTOR shall provide
maintenance for a term of one year (the "Initial Term") upon the same terms and conditions
contained herein except that the service fee shall reflect CONTRACTOR's then current
maintenance rates charges unless either CITY or CONTRACTOR notifies the other in writing at
least forty-five (45) days before the end of the Warranty Period that it declines such renewal for
the following year. At the end of the Initial Term, the agreement for maintenance shall be
automatically renewed for the following year. At the end of the Initial Term, the agreement for
maintenance shall be automatically renewed in successive annual renewable periods at
CONTRACTOR's then current charge for maintenance, unless either CITY or CONTRACTOR
notifies the other party in writing at least forty-five (45) days before the end of the renewal term
that it declines such renewal for the following year. The annual charge for maintenance (the
"Service Fee"), plus applicable taxes, shall be paid in advance upon invoice. CITY will provide
evidence of its tax exempt status if it claims such status. Service fees received more than thirty
(30) days after billing are subject to a late payment charge of one and one-half percent (1-
112%) for each thirty (30) day period that they remain unpaid.
29. SERVICE FEE ADJUSTMENTS
Adds, moves, or changes that adjust the station or port count as well as
upgrades and new peripheral devices ("Modifications") will modify the Service Fee. After any
applicable warranty expires for such modifications, CITY may include such modifications under
the maintenance for an additional charge at CONTRACTOR's then prevailing rates, except that
CONTRACTOR will include modifications performed by a party other than CONTRACTOR only
if CITY's modified System is certified at CITY's expense to be in accordance with
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manufacturer's standards for service and maintenance. Any modifications performed by
CONTRACTOR require a separate agreement such as the CONTRACTOR's Customer Service
Order ("CSO"). CITY hereby acknowledges that modifications, including software upgrades,
performed or supplied by unauthorized distributors may result in a denial of software support
services form the manufacturer of the System.
30. WARRANTY AND MAINTENANCE EXCLUSIONS.
The warranty and maintenance service provided under this Agreement excludes
repairs or replacements caused by: (i) damage to the System due to fire, explosion, power
irregularities, power surges, Acts of God (including, without limitation, earthquakes, rains, floods
or lightning), or any other cause not attributable to CONTRACTOR; (ii) CITY's failure to follow
applicable operation, maintenance, or environmental requirements described in any of the
manufacturer's manuals, CONTRACTOR's manuals, and other materials provided to CITY,
including without limitation manufacturer's product bulletins' (iii) CITY's additions, alterations,
modifications, enhancements or repairs to or disassembly of the System (itself or using a third
party) without CONTRACTOR's written consent; (iv) mishandling, abuse, misuses or damage to
the System by CITY or a third party; (v) relocation of the System without CONTRACTOR's
written consent (other than telephone instruments relocated in accordance with the
manufacturer's specifications); (vi) failures or charges required resulting from the local
exchange company, interexchange carrier, the power company or other transmission providers;
or (viii) failures or damage arising from date dependent operations, calendar - related data from
other systems. CONTRACTOR may, at its option, terminate its maintenance obligations or
perform repairs necessitated by any excluded cause at CITY's request at CITY's request at
CONTRACTOR's then prevailing rate.
31. 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,
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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 -tor -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.
32. 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.
33. CONTRACTOR PERSONNEL
CITY reserves the right to approve or reject CONTRACTOR's designated project
installation manager and personnel to the extent a!lowed 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.
34. 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
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any conflict between this Agreement, including any of its other exhibits, and said Exhibit D-
Northern Telecom software license, said software license shall prevail.
35. 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.
36. 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.
37. 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.
38. 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
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONTRACTOR.
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40. 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: YA ,
print name
ITS: (circle one) Chairman/Presiden ce President
By:
print name
ITS: (circle one) Secretary/Chief Financial
Officer/Asst. Secretary - Treasurer
ATTEST:
City Clerk
REVIEWED AND APPROVED:
City Administrator
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
APPROVED AS TO FORM:
A� 4111'�
City Attorney ,6b
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INITIATED AND APPROVt D:
Fire Chief
00agree/jmp/k/wi ltel-1 /2/18/00 17
Mar-03-00 10:50A PBX SALES 714 236 2462
P.03
40. FNTIR
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 writ*en.
WILLIAMS COMMUNICATIONS
SOLUTIONS, LLC
SY
print name
ITS: (cirG1 e) ChairmaNF'residen �reslden
ey. Cam -
print r6me
ITS: (circle one) SeaetarylChief Financial
Officer/Asst. Secretary- Treasurer
ATTEST:
City Clerk
REVIEWED AND APPROVED:
City Administrator
002gv te1jinplknwiiut-1 R/I 9/00
17
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
Mayor
APPROVED AS TO FORM:
rCity Attorney
�_(y-oo YVIVP
INITIATED AND APPROV D.
Me- Chief
E6 MVd (73 F)i33 NO19NI1NnH LSSTVZEdTZ 6Z:11 99OZ/E9/£A
Williams Communications�ollutions, LLC
System Solution for City of Huntington Beach
Exhibit A
"SCHEDULE 1"
CITY HALL NORTEL RELEASE 241DUAL PRI
2/21/00
PBX System
Unit
Extended
Extended
Total
Quantity
Order Code
Description
Price
Price
Labor
Price
1
U9640
Option 6 i m Option 61 Cardeage
10,147.51
10,147.51
78&06
10, 5.57
Upgrade Package AClDC
2
hTCGOJAD
DDP to Clock Controller Cable (7 Ft.)
51.66
103.32
0.00
103.32
2
hTCK80AA
DDP to MSDL Cable (6 Ft.)
111.92
223.94
0.00
223.94
1
AS7200
Dual Port DTI/PIU Package
7,380.00
7,380.00
675.48
3,055.48
2
599SLI-I
Software Service Transaction Fee
1,066.00
2.132.00
225.16
2,357.16
6
SWO224A
Enhanced Call Center Management
1,383.75
8,302.50
0.00
8,302.50
2
NT5D03FB
68060 Enhanced 128MB Call Processor
7,072.51
14,145.02
0.00
14.145.02
Total for PBX Sy%tem:
42,434.19
1,688.70
44,122.99
WCS-Additional
Equipment
Unit
Extended
Extended
Total
Quantity
Order Code
Description
Price
Price
Labor
Price
1
70012801
Okidata Serial Board w u er
2.58
122.59
12238
1
9771450C
RS232 Male -to Male Serial Cable
6.72
6.72
0.00
6.72
1
9801422N
Okidata Micmline 320 Printer
524.80
524.80
56.29
581.09
Total for«'CS-Additional Fguinment:
634.10
5619
710.39
WCS-Additional Labor
Unit
Extended
Extended
Total
Quantity Order Code Description Price
Price
Labor
Price
OVERTIME WCS Internal Voice LaborOvertime 0.00
0.00
4330.96
1 50.%
1 WCS-V-LABOR WCS-IVL Additional 0.00
0.00
450.32
450.32
Total for «IN-Additinnal Labor:
0.00
I,801.28
1,801.28
Grand Total :
43,09819
3,546.27
46.634.56
Quote provided by
Afary J. Day
Williams Communications Solutions
February 21, 2000
Notes:
• Upgrade Option 61 Release 19 to Release 24.
• Add (1) Dual Port DTIIPRi card.
• Remove QPC 414 card from loop 2425 to install new DDP card.
• Includes Enhanced Call Center Management (ACD-C2 Reporting)
Printed- 12W1999 04:01,14 FM Page I of I
clryhallprice 1210.doc
Exhibit A
Scope of Work
City grHuntinyon Beach ("CUSTOMER")
City 111311
Williams shall:
• Provide, install, and program equipment listed on Schedule 1 the following location:
City Nall
2000 Main Street.
Huntington Beach, CA. 92648
February 21, 2000
• Provide and install a hardware and software to upgrade Option 61 (Release 19) to Option 61C (Release 24).
• Provide and Install (1) Dual Port DTL'PRI Package.
• Remove QPC 414 card from loop 24/25 to install new DDP card.
• Provide and Install (Level 6) Enhanced Call Center Management (C2 Reporting) .
• Provide (4) hours of Administration Training for C2 Reporting.
• Non -service affecting work will be performed between the hours of 8 a.m. to 5 p.m. Monday through Friday,
excluding holidays, during normal business hours. Any service affecting work will be performed after normal
business hours. Work may be performed on Sundays or holidays pending scheduling and possibly additional
labor expenses.
• Project Manager will conduct a kickoff meeting with customer and key members of installation team at
customer premises. PM will provide a comprehensive project plan at the first meeting after the kick off
meeting.
k., /
Exhibit A
Scope of Work
City of Ifuntington Beach ("CUSTOMER")
City Fla [I
Customer shall:
• Provide a single point of contact for all issues relating to the system installation.
February 21, 2000
• Provide equipment room which meets the Williams -supplied environmental considerations.
+ Provide backboards and 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 Williams's employees and sub -contractors.
Scope of Work Provided by:
Mary J. Day
Account Manager
Williams Communications Solutions
V-(714) 236-2466 F-(714) 236-2380
2
�t
Exhibit B
City of Huntington Beach ("CUSTOMER") February 21,2000
City Hall
MILESTONE DATES:
Final Date for System and station level database changes. Customer must sign off on collected 5r16100
database.
Willi,uns shall deliver the switch component of the Hardware to the Site and move it to the Switch- 611/00
room.
The Cutover of the System will commence on this date.
6/9100
Exhibit C
Pricing
Equipment and Software 43,088.29
Labor 3,546.27
Total System Price $46,634.56
The Total Price above does not include applicable taxes which shall be reflected on the
final milestone invoice issued by Williams to the City of Huntington Beach.
4
Exhibit D
Nortel Software License
NCIRTEL
NORTHERN TELECOM
ADDENDUM A
SOFT WARE LICENSE
NORTHERN TELECOM INC ("NORTEL'7 TELECOMMUNICATIONS PRODUCTS
THIS A VOCUAIENTAS A LICENSE A REE&IL T("License") IJETW E E ER
("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 semi" 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 Iicensed software, and/or any third party owning
any intellectual property rights in software from which the
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 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 employ 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,
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
CUSTOMER (1) has delegated all ofTts 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.
11 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, 1F 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
1
ANY KIND OR `ATURE, 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 NORTEVS
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 NORTEVS
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 THIS SOFTWARE LICENSE AGREEMENT:
CUSTOMER SIGNATURE -
PRATED NAME (` ss DATE
COXQ'ANYNA,"�iE: dyye" n Y'1 TELErHOf NE NUMBER:
DISTRIBUTORNANIE. Wti�ItOdYiS CQ �C0. o�S �`u �S
Radford L. Kelly
AVP, Contracts and Market Channel Management
Northern Telecom Inc.
Software License Version6.00
Northern Telecom Inc. Products September 26,1996
11:55 FE3 24, 2020 ID: ARS OF OKLAHOMA
�j * I PAGE ?�2
I
G-wATIFICATE OF INSURANCE %%wp C --L,- r—w T'
MS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RtGWS ON TFE CERTIFICATE MOLDER_
MS CERTIFICATE DOES NOT AME00. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES USTED BELOW.
NAME AND ADDRESS OF WLREo
Whams Communications SokAons. LLC fan iWa msetPlace
lac. of0�laAor+Na
Wliams Conn uriea5ons Group.Two South
place
Inc AON 6120 South Yale, SIUIe 500, P.O. Box 3406
do R.M10 'i1>Lm Oklat:oma 74101.3406
P. O. Box 3433 Te:ephone 9161496-3900 Telefix 9lV4964460
Tulsa, CK 74101
_ j Date Tuesday_, February 22, 2000 469
Rao K TO CERTIFY THAT THE POLICE$ OF uSLFANM USTEO BELOW 4AA BEEN MSSUED TO TIE MSLAED NAMED ABBE FOR THE POLICY PERIOD ► MATM NOTWITM6 TANDW ANY RE"EMENT. TEAM OR CONCI ION
OF ANY CONTRACT Oil OTTER DOCVMEMT WrH RESPECT TDw 4CH THS CEaTFT;,ATE MAYBE 1"AD OR MAY PER 1AP4 TIE O A1RANCE AF FORCED BY TIE POLICES OE 30MD NE MEN R SUMCT 70 ALL THE TERMS,
Ex LMW"CONl7 f*4 OF TAICM POLICE$. LIMITS SHC* r MAY HAVE BEEN REDUCED IN PAO CLAWS
POLICY EFFECTNE
POLICY EVIRATION
TYPE OF 04SUPANCE
COMPANY a POLICY NUMBER
DATE PAM
DATE M
ALL u+ArTS IN THOUSA+CS
GENERAL LIABILITY
Amercan Home Assurance
GEMEIULAGMGATE
$ 10,000
MM=XTS.COMPQP1A0MEGATE
S 10OCO
X CowA0: LGE'ERALLwIT/
C o.
PERSONAL a ADARTIS-4 N,URY
0-PANS MADE
RIVGL6123133
0310112000
03101/20oi
$ 2000
X O:CUREMQ
EACAIOCCLRENCE
s 2.000
FaE DAMAGE Wft OK Faq
S 2,000
MAEDIfR EWENSE IAA ONE PERSOO
S 5
AUTOMOBILE LIABILITY
American Home Assurance
ca
Is 2.000
X AW AJIO
ALL OwtiEDAUTOS
Co.
xAa�Y
S
97EDULEOX00S
10EDAUTOS
RMCA5347492
RMCA5347713
• -- , •M .,
03/01/2000
o3/o1RCo0
- ..
03/01/2001
03/01/2001
...
--
"
$
PROPiRTYDOUGE
$
EXCESS LIABILITY
LR,6RELLAFORI1
POTWR
DCCUnENCE
AC PECATE
b0m IFUBAEUA FOAM
WDt-C' 4
y Attorre
$
ARRAS MMMDE 06OUREwE
NORKERT C3UPENSAT10N
American Hom ,�rarlce
X
STATUTCRY
_ ..
A40
EMPLCYEFTLIABILITY
RMWC3569282
0310112000
0310112001
S 2.000
aAa.AccoEwlT1
S 2,C00
PMM-POLCYLLITI
THE PR(rEICAr V .
PAATNE3$EVICUrr'E
OFFICCASAPE ExR
$ 2.000
CKEASEEApAE^cwEEI
DESCRIPTION OF OPERATIONSAOCATOSNEHIQESPESTRICT04S1SPECL&VE
AS REQUIRED BY WRITTEN CONTRACT AND IN ACCORDANCE WITH POLICY TERMS. CONDITIONS, AND EXCLUSIONS. THE CITY OF
HUNTINGTON BEACH, ITS AGENTS. OFFICERS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSUREDS AS RESPECTS GENERAL
LIAB;LITY.
FOR AL1pfNTVTY PURPOSES, THIS CERTIFICATE CC TAINS AN AON WATERMARK
NAME Ara ADDRESS OF CERTIFICATE HOLDER
CITY OF FRRMNGTON BEACH
ATTN: CHERI WHITE
2000 MAIN STREET
Hl1NT1NGT0N BEACH. CA 92646.2702
CANCELLATION SHOW) ANY OF 71-C ABOVE OESCRISEO POLICIES BE
CAKELLED BEFORE T►£ EXPIRATION DATE TFEREOC, TK ISSLING COMPANY
MALL %4L, SD DAYS WRITTEN NOTICE TO THE CERTIFICATE KXCER NAWO TO THE
LEFT
FEB-24-2020 09:52 96% P.02
ATTACHMENT 3
CITY OF HUNTINGTON BEACH
APPLICATION FOR INSURANCE REQUIREMENTS WAVER OR MODIFICATION
1. Name/Title/Department of Requesting Staff Member
2. Date of Request C3 �U
3. Name of ContractoriTermittee lyre/ C,4 a S
4. ' Description of work to be performed
�iYs=,,L A770J 40 _DPgo..) Me, 7�Zt�l�yp�..f1Jrsi�'�!
CITY A40L.1 4�[y IPMENr 4A D A10MIYA77c. CAI --b1,S r_9iByT o A-1
5. Length of Contract e77A
6. Type of Insurance Waiver or Modification Requested: (,eJlh t r-
��r7t t 7—A-T70-) c, -
(a) Limits: _ e �J - (b) Coverage orl fk-
7. Reason for Request for Waiver or Reduction of Limits
8. Identify the risks to
the City if this
irequest
�for wa+ivveer or�m%odiffiicattii�on�is granted
V FR V L / Mir R IS ��)Q� At A;--7 a4tr W
Department Head
(This section to be completed by the Risk Manager)
Recommendation:
Approve Deny Risk Manager's Signature/Date /
(This Section to be completed by City Attorney)
Recommendation:
Approve Deny City Attorney's Signature/Date I 1 1
Settlement Committee app Val [is t required for this waiver. If Settlement Corrunittee approval is required,
submit this form to City Attome ffice be placed on the agenda. Recommendation: ApproveY Deny
/t:�,
City Council appro I [is] not] required for this waiver. If City Counc' al is required, attach this form to the
RCA after, considerate a Settlement Committee. This insurance w ever [is] 's not] on City Council agenda
• i # t
TELECOMMUNICATIONS
FROM THE DESK OF
CHERI WHITE
Telecommunications Coordinator
2000 MAIN ST.
HUNTINGTON BEACH
(714) 374-1555
FAX: (714) 374-1551
Z
l;N 3.63
r
RIDE TO SOLE SOURCE REQUISITION
SOLE SOURCE JUSTIFICATION
ITEM: PURCHASE AND INSTALLATION OF OPTION I I TELEPHONE SYSTEM FOR
EDWARDS FIRE STATION WITH CONNECTIVITY TO CITY TELECOMMUNICATIONS
NETWORK. SOFTWARE REPLACEMENT IN CITY HALL, AND INSTALLATION OF
AUTOMATED CALL DISTRIBUTION REPORTING IN CITY HALL.
SOURCE: WILLIAMS COMMUNICATIONS SOLUTIONS
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
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
WILLIAMS COMMUNICATIONS SOLUTIONS HAS INSTALLED AND MAINTAINED THE EXISTING 16 CITY
TELEPHONE SWITCH LOCATIONS. HAVING ANOTHER VENDOR WORK ON THE EQUIPMENT WOULD
VOID THE MAINTENANCE AGREEMENT.
SOLE SOURCE SIGNATURES
V06
Dep rtmcnt cad Signature
Deputy City Administrator/Chlef of
Administrative Services
City Administrator's Signature per
3.02.190 c H.B.-Municipal Code
COPIES TO:
ELENI
GENEIL
FIRE STATION NUMBER 6
18590 EDWARDS
CC-1084
May 25, 1999, 2:00 PM
(Engineer's Estimate: $2.4 Million)
DID LIST
BIDDER'S NAME
RANK
TOTAL BID AMOUNT
1. Adams/ Mallory Construction
$
2. AMD Construction
$
a SJa d o 0
3. Amelco Construction
$
� �q6 ado
4. APR Masonry Arts Corp.
$
5. AR WiIIinger Co, Inc.
$
6. Biltmore Construction
$
7. Century Construction
$
8. D and S Fueling
$
9. Emae International
$
a ��3 �
10. EMMA Corp.
$
11. Ford Engineering
$
12. Franklin Reinforcing Steel Co., Inc.
$
13. Great Western Contractors, Inc.
$��
14. LA Contractors
$
a It 5'o oda
15. Metro Builders
$
Page,one of two
CC-1084
BID LIST
BIDDER'S NAME
RANK
TOTAL BID AMOUNT
16. Projective Development
.3 8 aoo
17. Rine
$
18. SMC Construction
&2 3 9 -IT
19. Weeger Bothers
-
$ A,, 3a 9 000
20. Woodcliff Corp.
$
3 moo coo
Page two of two
12108v16
z
RCA ROUTING SHEET
INITIATING DEPARTMENT FIRE
SUBJECT (APPROVE WILLIAMS COMM CONTRACTS=FGR;F—IRE
L STA 6—EDWARDS AND CITY HALL EQUIP l
REPLACEMENT_& AaUTOMATIC—CAL—L—DISTRIB—(ACD)
COUNCIL MEETING DATE l'M irch 20,_2000f
3 3 j0 33 RCA ATTACHMENTS '' "' '
3 3 31 3 333
'STATCJ9
j3 � 3,
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution (w/exhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attomey)
Attached
Subleases, Third Party Agreements, etc
(Approved as to form by City Attomey)
Not Applicable
Certificates of Insurance (Approved by the C►tyAttomey)
Attached
Financial Impact Statement (Unbudget, over $5,000)
Not Applicable
Bonds (If applicable)
Not Applicable
Staff Report (If applicable)
Not Applicable
Commission, Board or Committee Report (If applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
' EXPLA. NATION F0R33MISSING, AhTTACHMENTS I, v 4
I REVIEWED
RETURNED'
FORWARDED
Administrative Staff j'/
Assistant City Administrator (Initial)
City Administrator (Initial)
City Clerk
EXPLANATION FOR RETURN OFITEM 3 "A''' 3 ' `33" "Ili` I+
CVe1h74:C Q 4 tfB.W
/<y f
�eSF