HomeMy WebLinkAboutNORTEL COMMUNICATIONS SYSTEMS, INC - telecommunications system at Central Library 6/17/96 - 1996-06-17Council/Agency Meeting Held: �g J1
Deferred/Continued to:
proved ❑ Co diti nally Approved ❑ Denied
IM
City Clerk's Sigkure
Council Meeting Date: 06/17/96
Department ID Number; FD 96-008
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: MICHAEL T. UBERUAGA, City Administr
PREPARED BY: MICHAEL P. DOLDER, Fire Chief
SUBJECT: REQUEST FOR APPROVALt OF CONTRACT TO REPLACE'
DAMAGED TELEPHONE SYSTEM AT CENTRAL LIBRARY
Statement of Issue, Funding Source, Recommended Action, Alternative Action, Analysis, Environmental Status,
Attachment(s)
Statement of Issue: Staff is seeking Council approval of Nortel Communications Systems
(Nortel) contract to provide replacement of the Northern Telecom Meridian 1 telephone
system and related equipment located at the Central Library.
Funding Source: Funding was previously approved by the City Council on March 4, 1996
on Request for Council Action FD 96-002 (Attachment 1).
Recommended Action: Approve contract with Settlement Committee recommendations
and proposed amendment by Nortel.
Alternative Action(s):
1. Approve contract with Settlement Committee recommendations, but reject
proposed amendment.
2. Reject contract with Settlement Committee recommendations.
3. Accept contract without Settlement Committee recommendations.
Analysis: On July 19, 1995, an integral component of the City telephone system located at
the Central Library was damaged by T.E.P.S. Cable Company, a contractor for Paragon
Cable. The telephone system is a crucial node of the City's telecommunications network,
serving not only the Central Library, but also serving fire stations and police.substations .
On March 4, 1996, the City Council approved a General Fund appropriation of $120,386 to
replace the damaged telephone equipment. The City Council also directed staff to proceed
with litigation against Paragon Cable (Attachment 1). Since the appropriation, staff has
been negotiating a purchase contract with Nortel, the sole manufacturer of the equipment.
.0—
REQUEST FOR COUNC ACTION 999ting Date: 06/17/96
SUBJECT: REQUEST FOR APPROVAL OF CONTRACT TO REPLACE
DAMAGED TELEPHONE SYSTEM AT CENTRAL LIBRARY FD 96-008
The current contract price of $120,386 will expire on June 28, 1996. Time is of the
essence since a contract entered into after July 1, 1996 will incur a 20% cost increase.
Further, the existing system has failed at least four (4) times since the water damage in
July 1995 (two of these times were within one week of each other in May and June,
1996). The situation at this time is critical and a danger to public health and safety.
The Settlement Committee considered five (5) issues raised by Nortel and made the
following recommendations:
1. Accept the request by Nortel to limit their liability to bodily injury and tangible
property damage for indemnity and general liability insurance purposes
(paragraphs 8 and 10).
2. Accept a complete waiver of the standard professional liability insurance
requirements (Certificate of Insurance indicating coverage to $500,000).
3. Accept a waiver of the standard requirements of original Certificates of Insurance
and a waiver of the 30-day cancellation clause (paragraphs 10 and 11).
4. Accept a complete limitation of liability for any damages caused by City
(paragraph 32).
5. Reject a limitation of all liability to the price of the system and/or services. The
standard City contract would not include this limitation.
The City Attorney's Office contacted Nortel with the recommendations of the Settlement
Committee. Nortel suggested,a compromise to the limitation of liability which the 1vnCT,E1-`•5
Settlement Committee did not accept (Item No. 5 above). T
suggested compromise clause would read as follows (the deleted language was
originally rejected by the Settlement Committee).
Limitation on Liability
te- the (Regardless of the legal or equitable basis of any claim or of actual
notice, neither seller nor seller's suppliers shall be liable for (a) any incidental,
indirect, special or consequential loss or damages, or (b) any damages relating to
a claim made against customer by a third party except for indemnified claims
described in Section 11. These limitations shall remain in full force and effect
through any renewal of maintenance service provided for in this agreement.
The proposed Nortel contract (Attachment 2) includes the Settlement Committee's
accepted recommendations (items 14 above). If Council approves recommended staff
action, the above clause would be incorporated into the final contract.
FD96-008.DOC -2- 06/06/96 3:35 PM
REQUEST FOR COUNCIIACTION 9eeting Date: 06/17/96
SUBJECT: REQUEST FOR APPROVAL OF CONTRACT TO REPLACE
DAMAGED TELEPHONE SYSTEM AT CENTRAL LIBRARY FD 96-008
Request for Council Action FD 96-002.
2. Nortel Communications Systems Contract.
FD96-008.DOC -3- 06/06/96 6:49 PM
0
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AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND NORTEL COMMUNICATIONS SYSTEMS, INC. FOR
TELECOMMUNICATION SYSTEM
THIS AGREEMENT, made and entered into this 2itAIN day of
19CLL, by and between the CITY OF HUNTINGTON
BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY",
and NORTEL COMMUNICATIONS SYSTEMS, INC. ("NORTEL"), aIC�GfI�`e,
corporation, hereinafter referred to as "CONTRACTOR."
WHEREAS, CITY desires to engage the services of a telecommunications systems
contractor to install such system at the Central Library, at 7111 Talbert Avenue, Huntington
Beach, CA 92646; 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:
WORK STATEMENT
CONTRACTOR shall provide all services as described in the Scope of Work
Annex, 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 lemon Ha -Hz �� , 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 may be extended with the written permission of 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 One Hundred
Seventeen Thousand, Four Hundred and Forty -Five Dollars ($117,445), pursuant to the
payment schedule as described in Exhibit "C" attached hereto and incorporated herein by
reference.
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 after receiving written authorization from CITY. Additional compensation for such extra
work shall be allowed only if the prior written approval of CITY is obtained.
No change shall be allowed if the cumulative effort of such change together with
all previously approved changes to the scope of service decreases the Agreement fee by more
than twenty (20) percent. Any change involving deletion of Exhibit "D" equipment previously
delivered to the installation site shall require the CITY to pay to CONTRACTOR a restocking
charge equal to ten (10) percent of the price for such equipment. As an exception to the
aforementioned terms, restocking charges will not be applied to the CITY's return of the
telephone instruments to CONTRACTOR.
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6. METHOD OF PAYMENT
A. CITY agrees to pay CONTRACTOR the price of the Equipment identified
in Exhibit "D." CITY shall pay CONTRACTOR twenty-five percent (25%) 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 as described in the payment terms described in Exhibit "C" of this
Agreement.
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. The CONTRACTOR shall submit to the CITY a milestone acceptance
form (MAF) and invoice for each progress payment due in accordance with Exhibit "C". Such
MAF shall:
1) Reference this Agreement;
2) Describe the services performed;
3) Show the total amount of the payment due;
4) Include a certification by a principal member of the
CONTRACTOR's firm that the work has been performed in
accordance with the provisions of this Agreement; and
Upon submission of any such invoice and MAF, if CITY is satisfied that
CONTRACTOR is making satisfactory progress toward completion of tasks in accordance with
this Agreement, CITY shall promptly approve the invoice, in which event payment shall be
made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be
unreasonably withheld. If the CITY does not approve an invoice, CITY shall notify
CONTRACTOR in writing of the reasons for non -approval, within seven (7) calendar days of
receipt of the invoice, and the schedule of performance set forth in Exhibit "B" shall be
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•
suspended until the parties agree that past performance by CONTRACTOR is in, or has been
brought into compliance, or until this Agreement is terminated as provided herein.
D. 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 in
addition shall list the hours expended and hourly rate charged for such time. 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 statement of hours worked and costs incurred 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 AND HOLD HARMLESS
CONTRACTOR shall indemnify and save and hold harmless CITY, its officers
and employees, from any and all liability, including any claim of liability and any and all losses
or costs arising out of bodily injury or damage to tangible property due to the negligent
performance of this Agreement by CONTRACTOR, its officers or employees.
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
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of the California Labor Code and all amendments thereto; and all similar state or federal acts
or laws applicable; and shall indemnify, defend and hold harmless CITY from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including attorney fees and costs presented, brought or recovered against CITY,
for or on account of any liability under any of said acts which may be incurred by reason of any
work to be performed by CONTRACTOR under this Agreement.
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 public liability insurance, including motor vehicle coverage.
Said policy shall indemnify CONTRACTOR, its officers, agents and employees, while acting
within the scope of their duties, against any and all claims for bodily injury or damage to
tangible personal property due to negligence of the CONTRACTOR arising out of or in
connection with the PROJECT, and shall provide coverage in not less than the following
amount: combined single limit bodily injury and property damage, including
products/completed operations liability and blanket contractual liability, of $1,000,000 per
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 Insureds, and shall 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.
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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
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 of 30 day written notice of cancellation on
the certificates and endorsements under Section I (C)(4) of Resolution No. 6277 is hereby
waived. .
The requirement for carving 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.
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.
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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.
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.
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
Govemment Code.
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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:
18. IMMIGRATION
TO CONTRACTOR:
Nortel Communications Systems, Inc.
2400 Camino Ramon, Suite 100
San Ramon, CA 9458
ATTN: Ceti m ii� I SCii�7
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:
1) CONTRACTOR'S standard test procedures will be performed for CITY
Telecommunications Coordinator, verifying operation "cut over" of all
components of the installed telecommunications system at each site.
2) 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 the standard practices of the telecommunications
industry.
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3) 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 "D"
shall pass to CITY upon physical delivery of each such component to its respective switch
room by CONTRACTOR. General risk of loss to any other portion of each system shall pass
upon deliver of such portion to the CITY premises. After general risk of loss has passed to
CITY, CONTRACTOR shall continue to be liable for (A) equipment shortages of terminal
equipment until installation (contingent upon the CITY providing to CONTRACTOR a secured
location) and/or (B) damage to losses to the equipment or scope of work due to
CONTRACTOR'S negligence. Title to the equipment shall not pass to CITY until
CONTRACTOR has been paid all amounts due for the equipment under this Agreement
21. SHIPPING
The Exhibit "D" equipment and system software as described in Exhibit "E" shall
be shipped by CONTRACTOR to CITY in accordance with the delivery schedule specified in
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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. MAINTENANCE
CONTRACTOR shall perform maintenance services on the Equipment under
the terms and conditions of this Agreement and service contract automatic renewal dated May
9, 1995 and all subsequent renewals.
23. 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.
24. 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.
25. 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.
26. DOCUMENTATION
CONTRACTOR shall provide CITY documentation to support the 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.
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•
27. WARRANTY
A. CONTRACTOR warrants that CONTRACTOR possess good and clear
title to said Equipment and there are no pending liens, claims or encumbrances whatsoever
against said Equipment.
B. CONTRACTOR warrants that as of the date of shipment that: the
Equipment incorporates all current manufactures' required engineering changes released to
the general public; the Equipment qualifies for maintenance services by the manufacturers.
C. CONTRACTOR warrants that the Equipment will be free from defects in
material and workmanship and will conform to specifications for a period of one (1) year
commencing at network cutover date.
D. In the event any component part of the Equipment is or becomes
defective by reason of material or workmanship during said period, and the CITY immediately
notifies CONTRACTOR in writing of such defect, CONTRACTOR shall repair or replace the
Equipment or component at no charge to the CITY. All replaced parts shall become the
property of CONTRACTOR on an exchange basis. This warrant does not extend to any
equipment that has been subject to misuse, neglect, accident, improper or unapproved
installation, acts of God, power failure, or to equipment to which repairs or modifications have
been performed by persons other than CONTRACTOR'S own or authorized service personnel,
unless such repairs by others were performed with the written consent of CONTRACTOR.
E. CONTRACTOR warrants that all services provided pursuant to this
Agreement will be performed in a workmanlike manner in accordance with reasonable
commercial standards. CONTRACTOR shall correct all services not performed if brought to
CONTRACTOR'S attention in writing within the warranty period.
F. CONTRACTOR warrants for a period of 365 days following receipt that
the documentation provided pursuant to this Agreement shall be substantially free from errors.
CONTRACTOR shall correct any document errors brought to its attention during the 30 day
period following notification of found errors.
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G. The warranties and remedies set forth above constitute the only
warranties with respect to the system and the CITY'S exclusive remedies if such
warranties are breached. The stated warranties are in lieu of all other warranties, written
or oral, statutory, express or implied, Including, without limitation thereto, the warranty of
merchantability and the warranty of fitness for a particular purpose. CONTRACTOR shall
not be liable for any incidental or consequential damages of any nature or any reason
either before or after cutover.
28. EXCUSABLE DELAY
A. Neither part shall be liable when delays arise out of a cause beyond the
control and without the fault or negligence of either party. Such causes may include, but are
not restricted to acts of God or the public enemy, government action or failure to act, fires,
floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, war, civil
disturbances, work stoppage, power failures, laws, regulations, ordinances, acts of unusually
severe weather. In such event, the party affected shall be excused from such performance on
a day -for -day basis for the extent of such interference (and the other party shall likewise be
excused from performance of its obligations on a day -for -day basis to the extent such parry'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.
29. 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.
A. In the event of a disaster or accident that impairs operation of the
Equipment purchased under this Agreement, the CONTRACTOR shall use its best efforts to
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help the CITY restore operations as quickly as possible. Such services will be provided at the
CONTRACTOR'S then prevailing rates.
B. CONTRACTOR will provide Disaster Recovery services to Fire, Police,
Lifeguard and Public Works sites first, and will prioritize remaining CITY sites in accordance
with the Nortel Communications Systems, Inc. Disaster Recovery Plan attached hereto as
Exhibit "F" and incorporated by reference.
C. CONTRACTOR will provide name and telephone numbers (home and
office) of emergency contacts to at cutover.
30. CONTRACTOR PERSONNEL
CITY shall have the right to require in writing the CONTRACTOR to replace any
of the CONTRACTOR'S on -site personnel in the event that the CITY reasonably determines
such person is disruptive to the Project. The replacement shall be selected by the
CONTRACTOR and approved by the CITY. The CONTRACTOR shall have up to five (5) days
to make a replacement.
31. GRANT OF LICENSE
CONTRACTOR shall grant to CITY a license to use certain computer software
embodied in or associated with the hardware. The hardware and software are itemized in
Exhibit "D". The software is provided to CITY pursuant to the provisions of the Software
Sublicense, attached hereto as Exhibit "E".
32. CONTRACTOR'S DAMAGE LIABILITY
Notwithstanding any other provisions of this Agreement, CONTRACTOR shall in
no event be liable for any damages caused by the CITY'S failure to perform the CITY'S
responsibilities or for any incidental, special or consequential damages (even if
CONTRACTOR has been advised of the possibility of such loss or damage.
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33. WAIVER
No action or inaction by either party shall be interpreted as a 'wavier" and no
waiver shall be valid unless it is in writing and signed by the City Administrator.
34. ARBITRATION
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.
35. 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.
36. ATTORNEY'S FEES
In the event suit is brought by either party to enforce the terns and provisions of this
agreement or to secure the performance hereof, each party shall bear its own attorney's fees.
REST OF PAGE NOT USED
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33. WAIVERS
No action or inaction by either party shall be interpreted as a "wavier" and no
waiver shall be valid unless it is in writing and signed by the City Administrator.
34. ARBITRATION
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.
35. LEGAL SERVICE BC NTRACTING 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 Gity 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.
36. ATTQRNEY'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.
37. LIMITATION ON LIABILITY
Regardless of the legal or equitable basis of any claim or of actual notice,
neither seller nor seller's suppliers shall be liable for (a) any incidental, indirect, special or
consequential loss or damages, or (b) any damages relating to a claim made against customer
by a third party except for indemnified claims described in Section 11. These limitations shall
remain in full force and effect through any renewal of maintenance and service provided for in
this agreement.
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38. ENTIRETY
The foregoing, and Exhibits "A" through °F" 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.
NORTEL COMMUNICATIONS SYSTEMS,
INC.
By:
print name
ITS: (circle one) C tNice President
f � eM�tz t�r,�rs
By: L�
print name
ITS: (circle one) Secretary/Chief Financial
Officer) Mr
ATTEST:
G
City Clerk
GC11tM%A1Cn A Ktn A 0DDn►1cn-
CITY OF HUNTINGTON BEACH, A
municipal corporation of the State of
California
Mayor
APPROVED AS TO FORM:
�-� ` b/LylYs-
y��R� � City Attorney , f
INITIATED AND APPROVED:
Fire Chief
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Approval Matrix -West
Sales arrd Sales Related Transactions NORTEI_ Communications System
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Proposals & JCOs
Presidnt^ Sales President Finance V^P_Sales- Q grations' r QD Sales J_Su�prt Cartt Admin
> tot.1 <10M <5M <5M <1M <I _ _ <5_00K e500K NIA_ MIA
> 10M _ _ <_1_DM .--�-y52.5M 4 <2.5M <SOOK — <504K —< 250K- V--TO--- --NJA -- N!_A
Consulting Agreements > 2501C T< 75K y c75K <0 ^= 0 — _---=-=Q =- ___----=U - �L- _ _ 4=-0 — -_-� —NfA 1
Agreements w1NT and
Affiliates > 10M <10M c5M <5M 0 <1M <140K 0 <1M _ NIA
Ag rtts, P.O.'s wish -------
Non- Vendors - - - _ >5M - <5M S<
500K <500K __ tf ____�5250K -- 100K 0 <250K _- N/A
--
Job Change order
Credits/No Charge_ _ - _> 10M y-- <300K <250K --- <250K_ _ <50K550K - <$QK 0 NIA N!A
' Service Contracts
"Hen Standard Defined as:
1 - With and Inestimable Cost irnpa!f or
w
2 - ProposalslContracts with std gross margin %
at or less than
!(Includes special pricing ir. contracts)
Upgrades 38.0%
Norstar 31.0%
CSO 45.5%
Option 11-81 30.0%
Maint 55.0%
St-100 24.014.
Wiring 25-0y
'Mail 40.0°%
Other 30.0%
President MUST approve any proposal With a standard gross margin
less than 20%
t. CeJury _
3 •Standard 3td party product tiering
4 - stem Integrtion requirements
Contract --
Standard Contracts > 10M <10M <SM
Non -Standard Contracts -Y - > 10M a 10M <5M
No contract will be accepted by NORTEL Communications Syalems
Without Excluslon of Consequential Damages
Without Exclusion of Implied Warranties
• VYith any change to NT's or any other Software License
Note: Any contract %pith consequential damage liablfitV must be approved by the
MCS EVP Sales. Any contract for products not past general reJease or requiring
custom R&D trust have VP PLM approval through a Corporate Approval Regnest.
Corr racta for complex call ceriers must be approved by M. Carnp.
• All Non -Standard Terms & Conditions Must be Approved by Legal
- Nan -Standard Paymerd Terms Require Finance Approval
• Fleid Finance must approve all proposalsla-Forms over $250K and all credits over $25K.
• Sales VPVGM's nay sign rip to 3% liquidated damages. Up to 5% goea to NCS President
- <51VI c50OK - <a0OK'---<250'
NIA :5500K---c50t6K-�
NIA <250K <250K
1Non-Standard margins are delined as being 9% below tho target lcr accelorationMecelcration [or Sales Rops in Iho Sales comp pianr except as noted above. Revised VXV96
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HUNTINGTON BE ("CUSTOMER")
SCOPE OF WORK ANNEX
NORTEL shall:
• Install the Hardware and Software listed in Annexes 1 and 2 at the following location:
7111 Talbert Avenue
Huntington Beach, CA 92648
• Provide and install 64 digital ports for connection to existing digital sets.
• Provide and install the following trunk or circuit ports to interface to the carriers and
existing network:
35 COT
3 T-1
• Use existing database to program Option 61C. Any new Database changes will be
provided at an additional charge via Job Change Order.
• Provide and install 48 analog ports for use with customer provided analog sets, modems or
fax machines.
• Provide and install IPC 300 modem for remote maintenance.
• Provide and install earthquake bracing.
• Provide and insti ill overhead cable kit.
• Provide and install a 8 port/11 hour voice mail system_
• Remove existing Option 61 system for return to Nortel per Meridian Select Marketing
Program terms and conditions.
• Provide cutover coverage for 1 st day of service.
S9603-053 EXHIBIT A
SS/022492 0001/SOW Annear, Page I of 2
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HUNI'INGTCON REACH ("CUSTOMER")
SCOPE OF WORK ANNEX
(Continued)
CUSTOMER shall:
• Provide access (conduits, trays, concrete bores) for all cabling to be completed other than
from the switch to the MDF
• Provide cable records with information on cable number, floor plan reference, riser/distri-
bution pair, etc.
• Provide equipment rooms which meet the NORTEL-supplied environmental considerations
• Provide the following equipment:
Music -on -Hold. Source
UPS System
CSU,s
All Telephone sets and other Peripheral equipment not described in Annex 1.
S9603-033 EXHIBIT A
SS1022492 0001/SOW Annex, Page 2 of 2
•
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. (" NORTEL")
PROJECT SCHEDULE ANNEX (PBX SYSTEM)
The following is a schedule of dates applicable to the installation of the System, and a list of some
key responsibilities for actions necessary to meet those dates. THIS SCHEDULE IS SUBJECT
TO AND DEPENDENT UPON NORTEL AND CUSTOMER COORDINATING THEIR
EFFORTS TO MEET EACH DATE. FAELURE TO MEET ANY DATE MAY CAUSE A DELAY
IN OTHER DATES AND THE SCHEDULE AS A WHOLE.
A.
Initial Customer meeting to discuss project plan and database design,
04/15/96
B.
Customer shall provide 43tters of agency to each appropriate telephone operating company requesting
those companies to accrp[ NORTEL as the Customer's agent for matters pertaining to the installation
of the System. -
NIA
C.
Customer shall provide floorplans with locations of station sets clearly marked. Each location shall
be individually numbered.
NIA
D.
NORTEL shall specify the environmentals, Power and physical space requirements for the room where
the switch component of the Hardware will be located ("the Switchroom").
NIA
E.
Begin database collection.
N/A
F.
Complete database collection.
N/A
G.
Customer shall have the installation Site available to begin cabling. All requirements for access such
as boring, conduits, raceways, trenching, and other rights of way must be complete.
N/A
H.
Customer shall have the Switchroom complete and available in accordance %i h the environmental
standards provided. Commercial power must be available as well as ground and air conditioning.
NIA
1.
Final Date for System cod station level database changes. Customer must sign off on collected
database.
04/30196
J .
Final date for Hardware modifications ("Firm Configuration Dale").
04/30196
K.
NORTEL shall deliver the switch component of the Hardware to the Site and move it to the Switch-
05/03/96
room.
L.
Customer shall provide detailed cable records showing each pair oat the Main Distribotion Frame
("MDF ') and which pair NORTEL should use for all sets noted on the floorplans (if NORTEL is using
existing cable).
N/A
M.
The. final Installation of the Hardware and Software will commence at 5:01pm on this date.
05/05/96
N.
Completion of instullation will be on this date.
05/05/96
This date schedule is contingent upon Customer signing this Agreement and providing
requested
credit information by March 29, 1996, Changes to this schedule may result in additional charges
to the Customer and MUST be mutually agreed to by both parties.
S9603.053
SS/030795
0001/ProjSS Annex
EXHIBIT B
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HU�i ITON_BEACH ("CUSTOMER")
PAYMENT SCHEDULE ANNEX (SYSTEIID
The Price shall be due as follows:
Event
25% of the Price within thirty (30) days of the effective date of this
Agreement.
75% of the Price within thirty (30) days of the date all items of the
Hardware and Software have been installed (the "Completion of
Installation").
S9603-053
SS/022492
EXHIBIT C
Amount
$29,361.00 (25%)
$88,084.00 (75%)
0001/PSS Annex
0
•
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
QTY OF HUNTINGTON _BEACH I ("CUSTOMER")
HARDWARE/SOFTWARE ANNEX
0 Cabled Smtions
0 Prewires
Q.uenIity
Equip meat Cilde
DescriRURR
1
SY1016A
MERIDIAN 1 OPTION 61C SYSTEM AC
I
NT8D21 AB
RINGING GENERATOR AC
1
NT8D64CC
EARTHQUAKE BRACING KIT (4 MOD COL)
1
NT8D63AA
OVERHEAD CABLE TRAY KIT
1
QPC414
NETWORK CARD
1
NT8D46A]
SYS MONITOR TO UPS(BEST) CABLE 45 FT
1
N72K08GH35
M2008 STANDARD BUSINESS W/DISPLAY ASH
1
AS 1182
PRE-PRINTED FEATURE KEY CAP PKG
I
AS1082
MERIDIAN MODULAR TELEPHONE USER GUIDE
1
NT8D93AJ
2 PORT SDI VO TO DTE/DCE CABLE 16F F
2
NT8D93A'W
2 PORT SDI I/O TO DTFJDCE CABLE 48FT
1
NTIR03E V
EXTENSION CABLE, 25 PIN D-SUB
2
AS 1061
PRI PACKAGE
2
NT61)80A$
MULTI -PURPOSE SERIAL DATA LINK
1
SY7020A
MM MOD EC 4-24 PT 11-100 HR AC
1
AS7091
VP8 CARD - FLEXMLE ASSIGNMENT
6
F0741311
MERIDIAN MAIL VOICE MSG USER GUIDE
4
NT8D02FA
DIGITAL LINE CARD
3
NTBD09AK
ANALOG MESSAGE WArTING LINE CARD
3
NT8D15AK
E&M TRUNK CARD
5
NT8D14BB
UNIVERSAL TRUNK CARD
1
NT016AB
DIGITONE RECEIVER CARD
2
NT6D66D.A
48 MBYTE CALL PROCESSOR CARD
1
NT8D73A1D
INTER -CABINET NETWORK CABLE 6 FT
1
AS7013
MM SINGLE TERMINAL ACCESS PACKAGE
2
NTSD85BS
NETWORK TO PE CABLE 2 FT
2
NT8D79X3
PRI/DTI TO CLOCK CONTROLLER CABLE 2 FT
2
NT8D79A13
PRJ/DTI TO CLOCK CONTROLLER CABLE 6 FT
1
NT8D91AF
NETWORK TO CONTROLLER CABLE 10 FT
8
NTND27AB
MSDL TO 1/0 PANEL CABLE 6 FT
1
NTND26AA
MSDL DCHI INTERFACE CABLE 6FT
2
NT9D18A.%
MODULE SIDE COVER
2
A0383526
DEC 520 TERMINAL
1
IPC30OF
REMOTE MAINT MODEM
4
NTND26AA
MSDL TO CABLE
1
NTSM04TA01011 C
COOK 4 CHANNEL ANNOUNCER
1
93024
EPS ON FX 870 PRINTER
1
78210
SERIAL INTERFACE CARD
S9603-053
SS/022493
0001/H/S Annex, Page 1 of 2
EXHIBIT D
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
_CITY OF HUNnNCITON REAM ("CUSTOMER")
HARDWAREISOFTWARE ANNEX
(Continued)
The features and serviG-,s which the CUSTOMER shall have available at Cutover are listed below
and shall operate substantially as those features are described, where applicable, in the "Features
and Services Description" portion of Northern Telecom Practices, a copy of which shall be
delivered with the System. The functional description and manner of performance of such features
and service inay change from time to time as the result of corrections or improvements. Included
in this Agreement is Customer's Right To Use ("RTU") Northern Telecom Software up to 0
Terminal Numbers (TVs"), 8 Meridian Mail ports and N/A Digital Subscriber Loops ("DSLs").
Expansion beyond the s.peci>=ied level may require payment of additional RTU fees.
Ouantity
qul eat -Code
Description
3
5W0000G
RTU/MEMIAN 1 RELEASE 21 BASE S/W
i
SWO029A
RTU/FAST TDS
3
SWO050B
RTU/NETWORKING
3
SWO051B
RTUASDN NETWORKWG
3
SWO052C
RTU/PRIVATE ISDN NETWORKING
3
SWO059B
RTU/NETWORK MESSAGE SERVICES
1
SW0221C
RTU/ACD&IESSAGE PROCESSING
1
SW7000F
RTU/MERIDIAN MAIL RE1 10 BASE SW
1
SW7008
RTU/NETWORK MESSAGE SERV SOFTWARE
8
SW7063
RTU/MM FULL SERV PORT LICENSE FEE
2
SW0221C
RTU/ACD MESSAGE PROCESSING
S9603.053
SS/022493 0001/H/S Annex, Page 2 of 2
EXHIBIT D
rttnatishom
tolocum
ADDENDUM A
MERIDIAN SOFTWARE LICENSE
NORTHERN TELECOM INC. ("NTI") TELECOMMUNICATIONS PRODUCTS
THIS LEGAL DOCUMENT IS A LICENSE AGREEMENT ("LICENSE") BETWEEN YOU, THE END -USER
("CUSTOMER") AND NORTHERN TELECOM INC. ("NTI"). BY OPENING THE SEALED DISK PACKAGE
WHICH CONTAINS THE SOFTWARE DIGSKETTE(S), OR BY EXECUTING A CONTRACT FOR PURCHASE OF A
SYSTEM WHICH INCORPORATES THIS USER SOFTWARE AGREEMEWr, YOU, THE CUSTOMER, AGREE TO
BE BOUND BY THE TERMS OF THIS LICENSE.
Subject to tine tams homealtar $ot forti.")p%W to CUSTOMER anchor
telseeeatattraa, with a 'need to kttow,' a personal. 000tscivavwe beease (1)
to Usti anaie Licensed SCAwars, propneuty to NTI cc its supphars.
eootsined ar an imspal Part of the F waive; and R) to inatalt and use
each irom of Liemeed Software not an. ietegrai part of the lisrdwate; and
0) to use the associated dociunputioa. CUSTOMpL is gr�nt aed no title or
Owner thip rights, in or to the Lioeascd Software, is whole Or to pan, and
CUSTOMER acknowledges that title to and all aapysigitu. poitnts, trade
secrets and/or any other iotallocnW property nShtf to and in all such
Uac& ed SoRwore sad aesoeiued dociuma ixiott are and shot ratatain tho
property of NTI -&or Nil'. "gers. The right to use Limand Software
may be sssirihyad by a me me of ttaaas of cituotu based upon rtmbet
of liana, etllnbw of ports, number of terminal numbars amped, number of
uscrx, is home uthAsr ttieaetnC. Fapaariaa beynod the specified "a level
may require payment of so iummesul o}harge at another ticeam fee.
NTI considers the Ucessad Software to contain 'nradr eserou' of NM
and/or its suppliers. Suds 'trade secrets' include..ruhnut limitation thereto.
the specific design. atruaum and logic of individual Licemsd Software
rMJrantt, their itiurOMOW with other portions of Licessad Software, both
internal and external, end the prosmmntiug techniques employed therein.
In order to maiautis the 'trade ascret' status of the information matsitud
within. tha JACenaod Softwre, the Lceeeed Sottatue is bolas detivaead Sin
CUSTOMER in object code form only.
Nil Or eay of its nhpplira holding say imallersual properly rights in any
Leensed 5oftwhuc, andlcr any third pony owning say intallaausl property
iights in software from .which the Licensed Software was derived, are
intended third party beeeGeiarias of this Lance. All grants of rights to use
intellectual property intended to he actomplishcd by this License are
expbeitly stated. No other gmts of such rights shall be inferred at shall
Anse by tnpbeabon.
CUSTOMER warrants to NTT that CUSTOMER is hot puntimaing the rights
gamed by ttus License hti aetiripalion of retselliag those rights-
CUS 0MER shall:
• Hold the Licensed Software In con idcnae for the benefit of NTl and/or
R'n'■ supphers using no ICU a degree of care than ii Use-1 to prawn its
awn mnu c5onfideahal and valuable hafonnsuon; sod
• Keep ■ tauretu record of the lor*uoa of caci copy of Licensed Sofiwere
[Wade by it; and
• Use each copy of Ucewod Software Only ou a single CPU at a time (fix
this tatrpow, single CPU slid/ hneludo systetru with redundant processing
uiuts); and
• Affix in wit copy Of Uceahed Softwete macs by it, in the same form
and location. a repfuduttion Of the copyright nottow trademarks, and all
other proprietary legends and/or logos of N71 sad/or N71's suppliers.
�sppppeeathnj Oo the original Copy of such Licensed Software delivered to
C4)STOMER; aced retain the acme without alteration on all original
copies; and
• luue instructions to each of its authorised employcm agents, aodfor
represeetWves to whom Licensed Software Ls disclosed. advising them of
Use confidential nature of such liccatwd Sohwsro and to provide them
with a summery of the nhquamnN ts
of this License; and
• Return the Licensed Software sad all copies through an Authorized
Distributor to Wn et such lima a CUSTOMER ehaase.a to permanently
cease using it.
CUSTOMER shall oa:
Use Licensed Sohwery (i) for any purpose othcr than CUSTOMER's own
internal hosiscsh purpnus and (ii) other than as provided by this License:
or
• Allow anyone other than CLISTOMEW& e:tnpld1ft&, agtats n.n.d/ot
rapresee(atives with a 'seed to know' to have Physical access to
Licensed Software: Or
• Make any copies of Licensed Software except such limited number of
o4Wt coda copies in marhiae readable form only, as may be reasonably
necessary for execution or ardtival purpoana Oa)y; or
Make any modifications, enhancements, adeptaUons. or irmulauons to or
of Loetued Software, except as may result from those CUSTOMER
intarme low witb the licensed Softwsaa assaeiaud with normal use and
a:plsised in tho associated dac nwatautss; or
Attempt to nveeee esgaaser, dutoemNe. reverse translate. deoompile.
Or is troy father meaner dooade Lsonamd SOflware, in older to derive the
emirets Dade form or fa any alter nation: or
• Melts full or p"ai copiae of say 4ocumeatdit t or tither similar pnuW
Or macNae•rvsdabic matter provided with Lieaaaed Sohtiare unless the
saint has been supplhcd is ► form by fill twended for periodic
reproduction of partial Collie&; Or
pAp • or ta•etport Lts:nmd Software and/or associated documauace
frum the fifty pAW of the UnAM Suites nod the D a nck of Colulrtbhs.
• NOTE- sorwithuaAdiag the shows reancuo" if Cusum er Ant bccnmd
the Licamad Software under ■ 'rite heart", option as set faith t■
Customer's Purchase Agrumatit, Customs[ is audionwil to betake ■
limited outribsr of copies of the uma nd Soltwrw and de,aurteatatieo to
srpp on sdditxmw user u specifssd is Cuaomees Pure me Apeemrat.
CUSTOMER may sasigo colkatively its rillhu under this License to any
subasqueol owner of the Hardware, but not Otherwise, aub)oCI to the
payment of the then current license fec far now users. if soy. No such
sstjgamcot dull be valid until CUSTOMER (1) has dalagased all of its
obligsiuma under this Licoun to the milnee; and (2) has obtained from the
salizu- as UWriodilio A vmuea eawtttptson of all such oblirdwae. had (3)
hiss provided N71 a co*r Of such alahgnmest. deiegetwn and assumption;
sod (d) bee mmsterred physical posimmoo of all Licensed Software and all
tta&oeiehed dasorntsuon to the alai hoe and dassmyod all archival mesa
Eincept as provided, neither this Gcaarchival
nor any rights acquired by
CUSTOMER Through this License are assignable, Any ,P ulemp4ed
ampmcnt of rights and/or unaafer of Wcaused Software sou specifically
al)owod &hall he void and conclusively presumed a material breach of this
License.
If NTI (i) claims a material brooch of this Lictiose, and 00 provides wNwa
outitx of such Claimed material hresth to CUSTOMER had (ui) obamves
that such claimed metwial !roach remiusts uocorreCted and/or uamltigmod
mart than thirty (30) days followtag CUSTOMER's rooeipi of wnttas .aunt
spccifyia is tes&ohabl& d&W1 the nature hal of the churned matcrbreach,
thna CUITOMF.R ackaowlad es That this License may be inlruediately
terminated by NTI and CUSTOMER further acknowledges that any such
terminstioo shall be without prejudice to any other rights and remedies than
NTI may have It law Or in. equity.
EXPRESS I-IMITED WARRANTIES FOR ANY fTEM OF LICENSED
SOFTWARE IF ANY. KILL BE SOLELY THOSE GRANTED
DIRECI'LY'i`O CUSTOMER BY DISTRIBUTOR. AS DFSCRIBM IN
THE BODY OF THE AGREEMENT TO WHICH THIS LICENSE IS
ATTACHED OR, IN THE CASE OF LICENSED SOFTWARE
DISTRIBUTED IN A SEALED DISK PACKAGE, THOSE WHICH
APPEAR AT THE IEWD OF THIS LICENSE AGREEMENT. OTHER
THAN AS SET FORTH 'THEREIN, THIS LICENSE DOLES NOT
CONFER OR GRANT ANY WARRANTY TO CUSTOMER FROM
OR BY NTI; THE LIC MED SOFTWARE IS PROVMM BY PM "AS
19" AND WrMIDUlT WARRANTY Of ANY KIND OR NATURE.
WItITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING
(WITHOUT LIMITATION) THE. IMPLIED WARRANTICS OP
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR
PURPOSE. THIS LIMITATION OF WARRANTIES WAS..A
MATVIUAL FACTOR IN THE ESTABLISHMENT OF THE LICENSE
FEE CHARGED FOR EACH SPECIFIC ITEM OF SOFTWARE
WCE1MED.
IN NO EVENT WILL NTI AND/OR Wn*S SUPPLIERS AND THEIR
Dll]tlirCl'OII& OFFICER.& EMPLOYEES OR AGENTS BE LIABLE TO
OR THROUGH CUSTOMER FOR INCIDENTAL, INDIRECT,
SPNECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY
DAMAGES OF ANY KIND, INCLUDING [AST PROFITS, LOSS OF
BUSINESS OR BUSINESS INFORMATION, BUSINESS
IAI'T€titRC1YT10ti, QR OTH€gl 'EC4rlQM[C DAMACTS, AND
FURTHER INCLUDING INIURY TO PROPERTY, AS A RMtlLT OF
USE OR INABILITY TO USE THE LICENSED SOFTWARE OR
Exhibit E
northern •
rtt Macom
BREACH OF ANY WARRANTY OR OTHER TERM OF THIS
LICENSE, REGARDLESS OF WHETHER NTI AND/OR NTFS
SUPPLIERS WERE ADVISED, HAD OTHER REASON TO KNOW,
OR 1,14 FACT KNEW OF THE POSSIBILITY THEREOF. CUSTOMER
ACKNOWLEDGES THAT THE FOREGOING SE.tiTENCE REFLECTS
AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE
PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY
EXIST IN CONNECTION WITH THIS LICENSE, THAT SUCH
VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF
THE IIARGAIN BETWEEN THE PARTIES, AND THAT THE
ECONOMIC AND OTHER TERMS OF THIS LICENSE WERE
NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIANCE
ON SUCH VOLUNTARY RISK ALLOCATION.
IN THE EVENT CUSTOMER HAS NOT EXECUTED A SEPARATE
PURCHASE AGREEMENT WITH A DISTRIBUTOR, AND THIS
LICENSE BECOMES EFFECTIVE BY REASON OF YOUR OPENING
A SEALED DISK PACKAGE, THE ADDITIONAL WARRANTY
PROVISIONS AND LIMITATIONS LISTED BELOW APPLY:
• "LICENSED SOFTWARE" SHALL MEAN THE COMPLIER
PROGRAMS WHICH ARE EITHER OWNED BY OR LICENSED
TO NTI AND WHICH ARE CONTAINED ON THE DISKS
SUPPLIED TO CUSTOMER. "HARDWARE" SHALL MEAN
EQUIPMENT ON WHICH CUSTOMER USES THE LICENSED
SOFTWARE.
• NTI WARRANTS THAT THE DISKS ON WHICH THE LICENSED
SOFTWARE IS RECORDED WILL BE FREE FROM DEFECTS IN
MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR
A PERIOD OF NINETY (90) DAYS AS EVIDENCED BY A COPY
OF THE RECEIPT. NTPS ENTIRE LIABILITY AND YOUR
EXCLUSIVE REMEDY WILL BE REPLACEMENT OF THE DISK
NOT MEETING NTI'S LIMITED WARRANTY AND WHICH IS
RETURNED TO NTI OR AN NTI AUTHORIZED
REPRESENTATIVE WITH A COPY OF THE RECEIPT. NTI WILL
HAVE NO RESPONSIBILITY TO REPLACE A DISK DAMAGED
BY ACCIDENT, ABUSE OR MISAPPLICATION.
IN PARTICULAR, NO WARRANTY IS BEING PROVIDED ON
SOFTWARE DEVELOPED BY THIRD PARTY SOFTWARE
SUPPLIERS. SUCH SOFTWARE SUPPLIERS MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, REGARDING THE SOFTWARE. NTI'S SOFTWARE
SUPPLIERS DO NOT WARRANT, GUARANTEE OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS
OF THE USE OF THE SOFTWARE IN TERMS OF ITS
CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE
OF ANY SUCH SOFTWARE DEVELOPED BY SOFTWARE
SUPPLIERS IS ASSUMED BY YOU. THE EXCLUSION OF
IMPLIED WARRANTIES IS NOT PERMITTED BY SOME
JURISDICTIONS. THE ABOVE EXCLUSION MAY NOT APPLY
TO YOU.
• BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU. NTI'S AND M1TFS
SOFTWARE SUPPLIERS COMBINED LIABILITY TO YOU FOR
ACTUAL DAMAGES FROM ANY CAUSE WHATSOEVER, AN'D
REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE), WILL BE LIMITED TO $90.
• THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS
LICENSE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LA W OF THE SPATE OF TEXAS
CUSTOMER HEREBY AGREES TO ADHERE TO THE TERMS AND
CONDITIONS OF THIS MERIDIAN SOFTWARE LICENSE AGREEMENT:
CUSTOMER SIGNATURE:��-�--__
PRINTED NAME: -In
DATE: z Gj
NORTHERN TELECOM INC.
Rick P. Faletti
President, Multimedia Communication Systems
Northern Telecom Inc.
Merldim Softwam License
Northern Telecom Lae. ProdacU
Version 5.00
1994
nnlrthom
talacom
ADDENDUM A
MERIDIAN SOFTWARE LICENSE
NORTHERN TELECOM INC. ("NTI") TELECOMMUNICATIONS PRODUCTS
THIS LEGAL DOCUMENT IS A LICENSE AGREEMENT ("LICENSE") BETWEEN YOU, THE END -USER
("CUSTOMER") AND NORTHERN TELECOM INC. ("NTI"). BY OPENING THE SEALED DISK PACKAGE
WHICH CONTAINS THE SOFTWARE DISKETTE(S), OR BY EXECUTING A CONTRACT FOR PURCHASE OF A
SYSTEM WHICH INCORPORATES THIS USER SOFTWARE AGREEMENT, YOU, THE CUSTOMER, AGREE TO
BE BOUND BY THE TERMS OF THIS LICENSE.
Subject to the terms hereinafter set forth. NTI grams to CUSTOMER and/or
representative:, with a 'need to know," a personal, non-exclusive license (1)
to use certain Licensed Software, proprietary to NTI or its suppliers,
contained as an integral part of the Hardware; and (2) to install and use
each item of Licensed Software not an integral pall of the Hardware; and
(3) 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 NTI and/or NTI's suppliers. The right to use Licensed Software
may be restricted by a measure of usage of applications based upon member
Of liars, number of pasts, number of terminal numbers assigned, number of
users, or some similar treasure. Expansion beyond the specified usage level
may require payment of an increments] charge or another license fee.
NTI considers the Licensed Software to contain 'trade secrets' of NTI
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.
NTI 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 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 NTI 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 NTI and/or
NTI's suppliers using no less a degree of care than it uses to protect its
own most confdeatial and valuable information; and
• Keep a current record of the location of each copy of Licensed Software
made by it; and
• Use each copy of Licensed Software only on a single CPU at a time (for
Us purpose, single CPU shall include systems with redundant processing
units); and
• Affix to each copy of Licensed Software made by it, in the some form
and location, a reproduction of the copyright aotiees, trademarks, and all
other proprietary legends and/or logos of NTI and/or NTI's suppliers,
Faring on the original copy of such Licensed Software delivered to
UST
041ER; 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 sumwmy of the requirements of this license-, and
• Return the Licensed Software and all copies through an Authorized
Distributor to NTI at such time a; CUSTOMER choose& 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 aarne 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
neoestary for execution or archival purposes only; or
Make any tru difications, eahanceme, ors, or translations to or
of Licensed Software, except as may r t 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 say other manner decode Licensed Software, in order to derive the
source code form or for any other reason; at
• Make full or partial copies of any documentation or other similar printed
or machine-readable matter provided with Licensed Software unless the
stone has been supplied in a form by NTI intended for periodic
reproduction of partial copies; or
• Export or re-export Licensed Software and/or associated documentation
from the fifty stasis 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 matte a
limited number of copies of the licensed Software and documentation to
support additional users as specified is Customer's Purchase Agreement.
CUSTOMER may assign collectively its rights under this License to any
subsequent owner of the 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 of its
obligations under this License to the assignee; and (2) has obtained from the
assignee an unconditional written auuruption of all such obligations; and (3)
has provided NTI 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 NTI (i) claims a material breach of this License, and (ii) provides written
notice of such claimed material breach to CUSTOMER and (cif) observes
that such claimed material breach remains uncorrected and/or unntitigated
more than thirty (30) days following CUSTOMEXs receipt of written notice
specifying in reasonable detail the nature of the claimed material breech,
then CUSTOMER acknowledges that this license may be immediately
terminated by NTI and CUSTOMER further acknowledges that any such
termination shall be without prejudice to any other rights and remedies that
NTI 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 AS DESCRIBED IN
THE BODY OF THE AGREEMENT TO WHICH THIS LICENSE IS
ATTACHED OR, IN THE CASE OF LICENSED SOFTWARE
DISTRIBUTED IN A SEALED DISK PACKAGE, THOSE WHICH
APPEAR AT THE END OF THIS LICENSE AGREEMENT. OTHER
THAN AS SET FORTH THEREIN, THIS LICENSE DOES NOT
CONFER OR GRANT ANY WARRANTY TO CUSTOMER FROM
OR BY NTI; THE LICENSED SOFTWARE IS PROVIDED BY NTI "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 N71 AND/OR NTI'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
nnithafn
taiacnm
ADDENDUM A
MERIDIAN SOFTWARE LICENSE
NORTHERN TELECOM INC. ('ANTI") TELECOMMUNICATIONS PRODUCTS
THIS LEGAL DOCUMENT IS A LICENSE AGREEMENT ("LICENSE") BETWEEN YOU, THE END -USER
("CUSTOMER") AND NORTHERN TELECOM INC. ("NTI"). BY OPENING THE SEALED DISK PACKAGE
WHICH CONTAINS THE SOFTWARE DISKETTE(S), OR BY EXECUTING A CONTRACT FOR PURCHASE OF A
SYSTEM WHICH INCORPORATES THIS USER SOFTWARE AGREEMENT, YOU, THE CUSTOMER, AGREE TO
BE BOUND BY THE TERMS OF THIS LICENSE.
Subject to the terms hereinafter not forth, NTI grants to CUSTOMER and/or
representatives, with a 'need to know,' a persoaal, non-exclusive license (1)
to use certain Licensed Software, proprietary to NTI or its suppliers,
contained as a integral part of the Hardware; and (2) to instal and use
each item of Licensed Software not an integral part of the Hardware; and
(3) 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 nay other intellectual property rights to and in all such
Licensed Software and associated documentation are and shall remain the
property of NTI and/or NTI's supphers. The right to use Licensed Software
MY be restricted by a measure of usage of applications based upon number
of lines, number of parts, number of terminal number assigned, number of
users, or some similar mcoure. Expansion beyond the specified usage level
may require payment of an incremental charge or another license fee.
NTI considers the Licensed Software to contain "its& secrets' of NTI
and/or its suppliers. Such 'trade sacTets' 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.
NTI or an 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 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 NTI 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 NTI and/or
Nn's suppliers using no less a degree of care than it -uses to protect its
own most confidential and valuable information; end
• Keep a current record of the location of each copy of Licensed Software
made by it; 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
uaits); 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 NTI and/or NTI's suppliers,
eeppppeeeriag oa the original copy of such Licensed Software delivered to
CUSTOMER; and retain the same without alteration on all original
copies; and
• Luue 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 NTI at such Lime 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 Lceaw-,
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 say 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
• Matte any modifications, enhancemems, adaptations, or translations to or
of Licensed Software, except as may remit from those CUSTOMER
interactions with the Licensed Software associated with normal use and
explained in the associated documentation; cc
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 mason; or
Make full or partial copies of any documentation or other similar printed
or machine-readable chatter provided with Licensed Software unless the
same has been supplied in a form by NTI 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 sad 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 wen as specified in Customers Purchase Agreement.
CUSTOMER may assign collectively its rights under this License to any
subsequent owner of the 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 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 NTI a copy of such assignment, delegation and assumption;
and (4) has tranderred physical possession of all Licensed Software and all
associated documentation to the assi neo and destroyed all archival copies.
Except an 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 branch of this
License.
If NTI (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,
than CUSTOMER acknowledges that this License may be immediately
terminated by NTI and CUSTOMER farther acknowledges that any such
termination shall be without prejudice to any other rights and remedies that
NTI may have at law or in equity.
EXPRESS LIMITED WARRANTIES FOR ANY ITEM OF LICENSED
SOFTWARE, IF ANY, WILL BE SOLELY THOSE GRANTED
DIRECTLY TO CUSTOMER BY DISTRIBUTOR AS DESCRIBED IN
THE BODY OF THE AGREEMENT TO WHICH THIS LICENSE IS
ATTACHED OR, IN THE CASE OF LICENSED SOFTWARE
DISTRIBUTED IN A SEALED DISK PACKAGE, THOSE WHICH
APPEAR AT THE END OF THIS LICENSE AGREEMENT. OTHER
THAN AS SET FORTH THEREIN, THIS LICENSE DOES NOT
CONFER OR GRANT ANY WARRANTY TO CUSTOMER FROM
OR BY N n; THE LICENSED SOFTWARE IS PROVIDED BY NTI "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 NTI AND/OR NTI'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
0
nurtharn
Mum
m
BREACH OF ANY WARRANTY OR OTHER TERM OF THIS
LICENSE, REGARDLESS OF WHETHER NTI ANDIOR NTI'S
SUPPLIERS WERE ADVISED, HAD OTHER REASON TO KNOW,
OR IN FACT KNEW OFTHE POSSIBILITY THEREOF. CUSTOMER
ACKNOWLEDGES THAT THE FOREGOING SENTENCE REFLECTS
AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE
PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY
EXIST IN CONNECTION WITH THIS LICENSE, THAT SUCH
VOLUNTARY RISK ALLOCATION WAS A MATERIAL PART OF
THE BARGAIN BETWEEN THE PARTIES, AND THAT THE
ECONOMIC AND OTHER TERMS OF THIS LICENSE WERE
NEGOTIATED AND AGREED TO BY THE PARTIES IN RELIA%CE
ON SUCH VOLUNTARY RISK ALLOCATION.
IN THE EVENT CUSTOMER HAS NOT EXECUTED A SEPARATE
PURCHASE AGREEMENT WITH A DISTRIBUTOR. AND THIS
LICENSE BECOMES EFFECTIVE BY REASON OF YOUR OPENING
A SEALED DISK PACKAGE, THE ADDITIONAL WARRANTY
PROVISIONS AND LIMITATIONS LISTED BELOW APPLY:
• "LICENSED SOFTWARE" SHALL MEAN THE COMPUTER
PROGRAMS WHICH ARE EITHER OWNED BY OR LICENSED
TO NTl AND WHICH ARE CONTAINED ON THE DISKS
SUPPLIED TO CUSTOMER. "HARDWARE" SHALL MEAN
EQUIPMENT ON WHICH CUSTOMER USES THE LICENSED
SOFTWARE.
• NTI WARRANTS THAT THE DISKS ON WHICH THE LICENSED
SOFTWARE IS RECORDED WILL BE FREE FROM DEFECTS IN'
MATERIALS AND WORKMANSHIP UNDER RORNiAL USE FOR
A PERIOD OF NINETY (90) DAYS AS EVIDF-%CED BY A COPY
OF THE RECEIPT. NTI'S E\"TIRE LIABILITY AND YOUR
EXCLUSIVE REMEDY WILL BE REPLACEMENT OF THE DISK
NOT MEETING N"TPS LIMITED WARRANTY AND WHICH IS
RETURNED TO NTI OR AN NTI AUTHORIZED
REPRESENTATIVE WITH A COPY OF THE RECEIPT. NTI WILL
HAVE NO RESPONSIBILITY TO REPLACE A DISK DAMAGED
BY ACCIDENT, ABUSE OR MISAPPLICATION.
IN PARTICULAR, NO WARRANTY IS BEING PROVIDED ON
SOFTWARE DEVELOPED BY THIRD PARTY SOFTWARE
SUPPLIERS. SUCH SOFTWARE SUPPLIERS MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, REGARDING THE SOFTWARE NTI'S SOFTWARE
SUPPLIERS DO NOT WARRANT, GUARANTEE OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS
OF THE USE OF THE SOFTWARE 1N TERMS OF ITS
CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE-
THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE
OF ANY SUCH SOFTWARE DEVELOPED BY SOFTWARE
SUPPLIERS IS ASSUMED BY YOU. THE EXCLUSION OF
IMPLIED WARRANTIES 15 NOT PERMITTED BY SOME
JURISDICTIONS. THE ABOVE EXCLUSION MAY NOT APPLY
TO YOU.
• BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU. NTI'S AND N'TI'S
SOFTWARE SUPPLI€RS COMBINED LIABILITY TO YOU FOR
ACTUAL DAMAGES FROM ANY CAUSE WHATSOEVER, AND
REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE}, WILL BE LIMITED TO $SO.
• THE RIGHTS AND OBLIGATIO%S 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 MERIDIAN SOFTWARE LICENSE AGREEMENT:
CUSTOMER SIGNATURE: f - -------•--
PRINTED NAME:
DATE: -. ------ --L ---i--------------------------
NORTHERN TELECOM INC.
I '
Rick P. Faletti
President, Multimedia Communication Systems
Northern Telecom Inc.
Meridian Software License
Northern Teleeom Ina Products
Version 5.00
1994
0 EXHIBIT 2
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
NORTEL Communications Systems Inc. (NCS) has a history of assigning top
priority to a Customer disaster and is dedicated to achieving an expedient
recovery to pre -incident status. The modular design of Northern Telecom's
family of switches and the high level of ongoing production in Raleigh,
North Carolina, Santa Clara, California and Ontario, Canada provide imme-
diate access to the equipment required for a Customer in need.
In an emergency situation, NCS can obtain essential hardware from sources
such as:
• Finished Goods Stock - Materials that have completed the manufac-
turing process and are available for configuration and shipment.
• Production Line Work in Progress - Materials that comprise a corn-
pleted-system, which could be expedited to Finished Goods; and/or
Product Shipped But Not Installed - Pre -installation stage hardware
based at another Customer site, which, through negotiation, can be di-
verted for the emergency.
NCS is the largest telecommunications equipment service company in
California. NCS' parent company is Northern Telecom. This is significant
because it means NCS has the size and resources necessary to respond quickly
to a disaster of any type.
NCS will work closely with the Customer to develop a Disaster Recovery
Plan. NCS' commitment to supporting the Customer's Disaster Recovery
Plan will be subject to the terms and conditions of the Service Agreement.
The Service Agreement should be given consideration prior to the
finalization of a Disaster Recovery Plan.
In the event of a disaster, it is the responsibility of the Customer to notify
NCS' Emergency Technical Assistance Service (TAS) at 1800-735-5980 as soon
after the disaster as possible and communicate the severity of the situation to
the Center. The Technical Assistance Service Representative will
Immediately activate the Disaster Recovery Team for a prompt response to
your needs.
Exhibit F
081194BP Page I
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
Fires, floods, tornadoes, earthquakes, lightning, hurricanes... Disasters strike
in many ways, but all can be equally devastating. When a disaster strikes your
facility and cuts service, the results can be far reaching and often frightening.
Critical links to medical, fire and police facilities are severed. Separated
family members cannot communicate. Businesses lose telephone -generated
revenue that can reach millions of dollars.
Following a disaster, nothing will matter more to your business than re-
storing service - a potential lifeline - quickly and efficiently. In the unfor-
tunate event that you should experience a physical disaster which results in
the complete loss of service to your Meridian 1 switching equipment, NCS
will, upon notification, immediately activate the Disaster Recovery Plan.
NCS and Northern Telecom have a well defined and proven internal process
that is designed to ensure rapid emergency notification, and that establishes
lines of communication and outlines responsibility and accountability for all
procedures. A quick response to telecommunications emergencies results
from contacting the key NCS personnel who oversee and coordinate the
program from start to finish.
The Disaster Recovery Team, made up of representatives from each major
function within the division, is placed on alert and an on -site coordinator is
immediately dispatched to the site to assess the extent of damage to the switch
and facilities.
The on -site coordinator communicates his assessment to the Richardson
coordinator who assembles all team members to formulate the Detailed
Recovery Plan. Each team member has access to appropriate resources to
direct toward the recovery effort.
The primary objective of the Disaster Recovery Plan is to restore your
Northern Telecom switching equipment to complete operational status as
soon as possible. In many cases, a temporary MSL-1 switch can be activated to
offer interim dial tone to critical departments until the entire system can be
replaced.
NCS can provide experts to help assess damage to any equipment component
of a network or node, including damage caused by heat, water, lightning and
chemicals. NCS' engineers can help expedite reroutes and network redesign
to minimize service disruptions.
081194BP Page 2
Exhibit F
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
Responsibilb
Customer -
NCS' TAS Representative
TAS
Disaster Recovery Team
Members:-
TAS
(NCS and NTI)
Service Area
Manager
(NCS and NTI) .
Operations
(NCS and NTI)
Engineering
(NCS and NTI)
Manager,
Installation and
Commissioning
(NCS and NTI)
1. Notifies NCS' Emergency Technical
Assistance Service (TAS) at 1-800-735-5980
as soon after the disaster as possible and
communicates the severity of the situa-
tion.
2. Immediately notifies the Director, NCS
TAS.
3. Immediately activates the Disaster Recov-
ery Team from NCS and NTI.
4. Assembles and identifies the on -site coor-
dinator who is immediately dispatched to
Customer site.
5. Directs the immediate shipment of emer-
gency temporary equipment to Customer
site.
6. Identifies installation and commissioning
personnel who are immediately dis-
patched to Customer site.
081194BP Page 3
Exhibit F
•
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
NCS' On -Site Coordinator 7. Determines the extent of damage and
communicates their assessment to the
Disaster Recovery Team.
B. Directs the 24-hour-per-day, 7-days-per-
week installation and commissioning
activity of the emergency temporary
equipment until basic telephone service is
restored.
9. Directs the 24-hour-per-day, 7-days-per-
week installation and commissioning
activity of the replacement equipment
until permanent service is restored.
The following assumptions are taken into consideration in the implementa-
tion of the Disaster Recovery Plan:
• Complete destruction of all Meridian 1 /SL-100 components, cables, and
MDF. Station equipment is reusable.
• Response times are contingent on availability of materials, transporta-
tion, disaster site facilities and/or other contractual obligations.
• Customer is responsible for maintaining current back-up software
(image) on magnetiF tape off site. NORTEL Communications Systems
Inc./Northern Telecom recommend a monthly archival practice.
+ In case of multiple disasters, h=itals medical centersand other
public health and safety facilities are given priority.
Customer assumes all time, materials, and travel and living expenses
incurred by NORTEL Communications Systems Inc./Northern
Telecom personnel involved in the recovery effort.
• All decisions affecting Customer's site are made jointly between
Customer, NORTEL Communications Systems Inc. and Northern
Telecom.
081194BP Exhibit F Page 4
•
•
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
The key to successful recovery from a disaster is Customer's immediate noti-
fication of the NCS Emergency Technical Assistance Service (TAS) at 1-800-
735-5980. The severity of the situation must be accurately described to the
center. The Technical Assistance Service Representative will immediately
activate the NCS/NTI Disaster Recovery Team for a prompt response to your
needs. Disaster Recovery activities are billable at then current time and
materials rates.
081194BP Page 5
Exhibit F
9
•
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
DISASTER PLAN
ONKUW501"•►
1.1 The Disaster Plan is a series of actions to be taken in the event of
total destruction or extreme physical damage to an SL-1. Such
damage could result from flood, fire, explosion, earthquake,
storm, or other events which could cause damage beyond repair
by ordinary methods. The Disaster Plan applies to situations
where the application of normal maintenance procedures can-
not result in the prompt restoration of service.
2.1 The objective of the Disaster Plan is the restoration of service in the
shortest possible time.
• u ►
3.1 Special equipment is maintained for use in the event the Dis-
aster Plan is put into effect. This is an SL-1 switch located at the
Training Center. It is available for immediate use by the Field
Service and Support Department if it is needed for a customer
who is without telephone service as the result of a disaster.
3.2 Approval for shipping the emergency switch must be obtained
from the Vice -President, Field Service and Support. It should be
requested by the Region Operations Manager of the region in
which the disaster occurred. Should the Vice -President, Field
Service and Support not be available, it may be released for ship-
ment by one of the following -
Vice -President, Sales and Service
Vice -President, Marketing
President, Business Communications Group
081194BP Exhibit F Page 6
0 0
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
10 O)&MVoii :*Ca �Z
4.1 The Disaster procedure requires a number of actions which have
been determined as effective in restoring telephone service to
the customer as quickly as possible. These actions are to be
carried out any time the Disaster Plan is put into effect.
4.2 From the time a report of a disaster is received, there are several
positions within the Company which begin working closely
toward the objective of restoring service:
Vice -President, Service
Region Operations Manager
Manager of Technical Assistance Center
Materials Manager
Service Area Manager
4.3 Anyone receiving a report of a disaster is to relay the informa-
tion immediately to the Operations Manager. This is the point
at which all activity which involves the Disaster Plan begins.
The Operations Manager begins the process by sending a Service
Area Manager and one or more technicians to the site of the
disaster. The Service Area Manager will make an assessment of
the damage and report the extent of the damage to the Branch
Manager. The Operations Manager is to inform the Vice
President, Operations of the situation. The Vice President
evaluates the information and advises the Operations Manager,
making a recommendation as to whether or not the Disaster
Plan should be activated:
4.4 The responsibility for making the decision to activate the
Disaster Plan belongs to the Operations Manager. The decision
should be based on an evaluation of all available information,
and giving some consideration of the cost to the Company.
081194BP Exhibit Page 7
P'
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
4.5 If the decision is to activate the Disaster Plan, the Operations
Manager immediately contacts the Vice -President, Service, for
release of the switch. Written confirmation of the action is then
made by TWX message to the following:
President
Vice -President, Service
Manager of Technical Assistance Center
The TWX message must contain the name of the customer, the
location, and a brief statement of the assessment of damage.
4.6 The Operations Manager contacts the Manager of TAC by tele-
phone and obtains a commitment for the appropriate number of
engineers to be sent to the site.
4.7 The Service Area Manager instructs the Materials Manager to
expedite shipment of the emergency switch.
4.8 As these activities are proceeding, the Service Area Manager at
the site prepares a list'of materials that will be needed to restore
service. Materials available at the local warehouse are brought
to the site immediately. The remaining materials are requested
from the Materials Manager, who expedites shipment. The
Service Area Manager has the following additional responsibil-
ities:
Notify the associated Telco of the requirements necessary
for restoring service.
Serve as liaison with the customer while service is being
restored.
Coordinate overall activities with the on -site foreman.
Keep the Vice President, Service informed of the progress
of the activities.
081194BP Exhibit F Page 8
•
E
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
4.9 After making an assessment of damages and reporting to the
Service Area Manager, the on -site foreman assumes the follow-
ing responsibilities:
Conduct clean-up operations.
Furnish single -line telephones for temporary service.
Supervise technicians involved in restoring service.
The Disaster Plan continues in effect until full service has been
restored. The Service Area Manager then sends a TWX message
to those outlined in paragraph 4.5, advising them of completion.
081194BP Exhibit F Page 9
Noxtel 6/27/96 13:49 AM
i
AIarSII .Q i'i I.0 II II AiI, l,1i1111C(I
Cau;it:a Ti IISl Ton (:l - li"'i_ 1'I:Iie
161 31y Sllc•e! -- :'.i_)- Box 5. ,
•r�,rta; •.T t-�r1 rra i;,
Sclrl,hr::r-Il'- 8'0i 7r,tltl
Certificate of Insuraance rV20
0
MARSH &
MCLEN NAN
Page 2/3
rnls itr Insurcmcu ncllnu. alrinnio.v :Iy Ilor :1.t:y81IV(!ly ❑rrie(1lls. UXII1;als or wit.:s Illit c::vt:ra(lt: f.'r: r(le(l ky ill:: Iliillous SCIIe(hne(i It Is l.lr::'s"i: 'I
Z;S it Inalli'r :'rlkirinallim :fniyno rioi'�s lllwn nnl!It'r 8" (I Is ISSI:(i:i M111 lilt; III: r1i)rSlt9:'(:III(g IIi:L r1!ir:s :iml II;II:III!le5 iil 11w parlw-s will l)e (IVvt:"t:(I
liy Ine urk1111n1 1:1::,;;v trr liulit: ea 71S !I'k!V Illay Ilm ;RW 111lly bl::Lw it! (I i)v i!n( It)rs t!:'lvrl l in 11 ri '1:1w It: 11,nti
.a:ne ana ar,[:,ess to la�om 1ss:,ed
Name aI)( address of ins -,el
-it}' of iia.-lcington Bead--
NOR EL Cc=nlnlicatio:is Systems Inc.
?OCC Main Street
Northern Telecom. Inc.
3untirgton Beaci- CA 92646
200 Athens Way
°i,N: Cathy Smit
Nashville TN 37228-1397
Ty pe of Insurance
Insure;
Pol;cy Number
Explra'.ion Dale
Coverages
Limits o' Liability
AMERICAU
CGL675590102
5/15/98
Each occu,^ence or act dent
Cornprenensve
General
I
GUARAIT—LEE s
inclusive Limits
$2 , 000, 00C
Uan,,.i y
LIABILITY
Bodily Injury and
Property Damage
Adore ate Produ.~ts
S
INSURANCE
Liability
$2 , 000, 000
CONTA-W
Arl �.a, Aggregate
$2,000,000
AuiC:' obile
Inclusive I_.MAS
Each acci5ent
Uabwlly
Boduy Injury a� ,d
Property Damage
Lrabllny
Description et Ooerat;or^s or Automoc;,es cove: ed and tier Comments _
city of Hwitin-7ton Beach, city officers, employees and agents are additional insured w to respect only to
claims arising out of bodily injury or damage to tangible property caused by tale negligence of NOR-_
Coinanunicat4orls Systems Inc. or ;:ts employees in t:ie performance of the agreement.
C;ANCELLAT ION: Srould any of the above described policiesbe cancei,ea oelore t'le expiral0r. date(. of • rlsurerrsi w in endeavouf to lnaa
30 ----(lays wrVen notice tc the Cer.?icate Honer but faaure to 1na3 such nol-ce shall ilr,pose nc ogligation or ..aba.y or any kind upon eitner the
f
insurers; or roarsr S McLenran Limilea
Iss,iedat Nashville, TN
Date 27 June, 1996
Nortel
•
6/27/96 8:50 AM
•
Page 3/3
prt I ICiI o ur lrlstlrnn to
THi=; (-ERT.Tmr:ATE iS; is ;UED Ai, A NIATTER OF INFORMATION ONLY AND CONFERK NO RI(;HTS IiPONI Vol I THE GFRTIFICATE HOLDER THIS C'ERTIFI! :ATE
+� fgOT AN )fvti1JRANCE PoLi(:Y AND DOE`: NOT AMEND- EXTEND OR ALTER THE ::(aVERA(;E APP(IRC60 BY THE POLIC:IE� L. 7ED BELOW
This is to tilJit
NORTEL Communications Systeiru Inc. Name an(I
Noz-their. Telecom Inc.
200 Athe::s Way;`tl`It address
LIBERIY
In�irrcd
Nashville TN 37228-1397
MUTUALb
is, at .he issue date of iris cenijicate. insurea by the Company under me policy(ies) I,'sted be -ow. Tne insurance afforded by the
listed pollcy(ies) Is subject to ail their terms. exclusions and conditions and is not altered by any reauiremem •.erm or condition of
any contract or acther documenl. with respect to which Vnis cenif,cate may be .ssued.
TYPE OF POLICY
CERTIFICATEEXP DATE
POLICY NUMBER
LIMIT OF LIABILITY
❑ CONTINUOUS
❑ EXT♦ NLIED
® POLICY T5RM
S
5/15/97
^
ViA1-05D-.,04057-166
Coverage Atlo•dedUraerWC
Laveo!!he Foco•n•IngStates -
EMPLOYERS LIABILITY
/Svp8-65B-004057-116
All States
Bodily injury ey Acciaer.;
Bodily
Statut0l.�.' (except-
$1,000,;co AMCIor,r
WORKERS
ND, 'N" c±, WA,
od:Iy Injury y �sease
Policy
COMPENSATION
SdV 4iY j
r
'
$_,000,000 u•ryc
ao.:y'r,wy By Disease
Eah
S1, 000, Cc.O ..`...
GENERAL
General Aggreyale-Olrei '.'-an PiouiCompleled Ope•anons
LIABILITY
rotll.c:si omp:ered operai.ons Aggregate
CLAIMS MADE
oo..y Injury and rope-.y amage _'abl ily Per
RETRO DATE
Occurrence
Persona. and aiertising'^ ,ry
Per Person'
organizolion
OCCURRENCE
AUTOMOBILE
Bol ano P.?e nComC RQ -it
LIABILITY
eac`r Person
t"4'r O::"JED
U
Each ccident or Occurrence
® NON-O*KED
Eacn Accident or Ccc..•rence
® HIRED
OTHER
ADDITIONAL COMMENTS
�.-� .r• r�rtSr.--t-tl'•'il�y'
IFTHECSRTIFICATEEXPIRATiONDATE I�CONTINIJOUSOREXTENGEDTERM YOU W.LLBENITI ,. ,C GE ; .ERNIINATEDORAEDIJf,EC
BEFORE THE CERT•F! ATE EXPIRATION DATE. HOWEVER- YOU WILL JOT BE NOTIFIED ANNI_iALLY C -rig :::vrrT'. rON ;fir i:OVERAGE
SPECIAL NOTE - OHIO ANY PERSON WHO. WITH IYTENT TO DEFRAUD OR KNOW:NG THAT HE IS FAD• LI�ftTrlN(; FRAi AGAINST AN IN5l_RER.
' u1B`rIT6 AN A¢PLICAT!ON OR FILES A CLAM CONTAINING A cAI.SE OR DECEPTIVE STATE*ilENT ,ti %:�1 ffLTY C')F INSURAN, E FRA!j^-
NOT:(_ i_ OF C:AN1.ELLATi0N- i NOT APPLICABLE IJNLE,`i A NI Ir."•BER OF DAY`.: IN ENTERED BELOW
BEFORE THE STA"ED EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDt ICE THE / L'be ty f u,L:a'
INtiI1RAN(:c AFFORDED UNDER THE ABOVE POLI, IES!,NTIL AT LEAST f"; DAY'-; NOTI :E 0(: til IC:H "`//l
CANCELLATION HAS BEEN r•AA'LED TCi. IrSt ranCe Groua
City of Huntington Beach
CERTIPK-ATE 2000 flair. Street 11i3J1�ri �
HOLDER Huntington Beach CA 92646—AUTHCR-ZED R-EPRESENTAT:VE
A=: Cathy Smith
Btentt:=ood, TN 27 Jtu1e, 157E
1'1::RICE DATE ISSUED
Tlilti r.r.'HIII sllc I; rixrlazulcrl by LIBERTY PA lITIIAt.'%NNURAN(:E GRU11P its rospoi:a such rStlrillIGU as I;y?;u,s,. rnuli::r,:rls 135 /%rR;
CITY OF HUNTINGTON BEACH
2000 MAIN STREET
June 27, 1996
Contract Administration
Nortel Communications Systems, Inc.
2400 Camino Ramon, Suite 100
San Ramon, California 94583
Dear Sir.
CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
l
The City Council of the City of Huntington Beach at their regular meeting held
June 17, 1996 approved execution of the enclosed agreement between the City and Nortel
Communications Systems, Incorporated to replace the damaged telephone system at the
Central Library.
Enclosed is a duly executed copy of the agreement for your records.
Sincerely,
Connie Brockway
City Clerk/Redevelopment Agency Clerk
Enclosure: Agreement
96-002mh
(Telephone: 714-536.52271
_ A �Ach
CouncillAgency Meeting Held:
Deferred/Continued to:
❑ Approved �Onditiona4 Approved ❑ Denied City Clerk's Signature
Council Meeting Date: 03/04/96 Department ID Number: FD 96-002
REQUEST FOR COUNCIL ACTION
SUBMITTED.TO: HONORABLE MAYOR AND CITY COUNCI MEMBERS
SUBMITTED BY: MICHAEL T. UBERUAGA, City Administra r
PREPARED BY: MICHAEL P. DOLDER, Fire Chief
SUBJECT: REQUEST FOR FUNDS TO REPLACE DAMAGED TELEPHONE
SYSTEM AT CENTRAL LIBRARY
Statement of issue, Funding Source, Recommended Action, Alternative Action, Analysis, Envlronmentai Status
Attachment(*)
Statement of Issue: Staff is seeking Council approval to provide $120,386 for the
replacement of the Horthem Telecom Meridian 1 telephone system and related equipment
located at the Central Library. On July 19, 1995, the telecommunications equipment was -
damaged by water and dirt as a result of TEPS Cable, a contractor for Paragon Cable, pulling
a cable through a conduit running into the library phone room.
Funding Source: Equipment Replacement unappropriated fund balance. The City plans to
recover these monies in the future through negotiations, or litigation if necessary, with TEPS
Cable/Paragon Cable's insurance carrier.
Recommended Action: 1. Authorize appropriation of $120,386 out of the unexpended
Equipment Replacement Fund balance; 2. Authorize the expenditure of $120,386 for
immediate replacement of a component of the City's telephone system and related
equipment; 3.
E7r/eGf' Crhf 5"-4t' Q9arni1'
QI! pa-i es rho c. , 4yhrnebr rHa,y( W"," I-e-Sp !r&-
Alternative Action(s): Do not provide funds to replace telephone system and related
equipment at the Central Library. Instead, replace system at unknown future date after
recovering monies from TEPS Cable/Paragon Cable's insurance carriers. However, waiting
to replace the system poses a serious public safety threat, as the system is a central node to
the City's telecommunications network, providing communication to police substations, fire
stations and other City locations. The system's status has been rated critical by Norfel
Communications, the City's telephone system vendor and three I'll failures have occurred
since the damage.
kEQUEST FOR COUISS ACTION Meeting Date:
SUBJECT: REQUEST OR FUNDS TO REPLACE DAIRED TELEPHONE
SYSTEM AT CENTRAL LIBRARY
FD 96-002
Analysis: On July 19, 1995, an integral component of the City telephone system located
at the Central Library suffered water and dirt damage as a result of TEPS Cable
. Company, a contractor for Paragon Cable, attempting to pull cable through a conduit
running into the library telephone room. TEPS applied air pressure to clear the conduit,
forcing water and dirt out of the conduit and into the telephone room. The Northern
Telecom Meridian 1 PBX and Voice Mail were struck with water and -the system went out
of service. The system has been restored by Telecommunications staff, however, the
system has failed three (3) times since the July incident.
Norte[ Communications Systems, the City's telephone system vendor, conducted a
thorough audit of the system to evaluate its condition after the water damage. The audit
(Attachment 1) detected major/critical damage to the system. Nortel has recommended
that the City replace the entire telephone system with a new unit at a cost of $120,386.
Replacement of the equipment eliminates the risk of future failures. The system would be
configured and programmed before installation, so there would be minimal downtime
during installation. Nortel's replacement costs are detailed in Attachment 2.
The telephone system located at the Central Library is a crucial node of the City's
telecommunications network. It provides a central point for telephone call routing for
Bushard Fire Station, Murdy Fire Station, Warner- Fire Station, Oakview Police Substation,
and Park, Tree and Landscape. If the Central Library system -were to fail, telephone calls
to and from these Locations would be eliminated.
Environmental Status: The conduit which caused this damage has been replaced.
Other conduits leading to this location should be replaced. "Otherwise, current
environmental conditions are adequate.
Attachment(s):
1. Nortel Communication Systems systems audit.
2. Nortel Communications Systems cost quotes.
3. Fiscal Impact Statement #96-23
FD96-002.DOC -2- 02121/96 10:03 AM
�yuMrr�y
yid- • ~ 4'& OFFICE of
CITY ATTORNEY
P.O Box 190
2000 Main Street
Gall Hutton Huntington Beach, California 92648
City Atrorney
June 4, 1996 VIA FAX and US MAIL
Norte] Communications Inc.
ATTN: Terri Hattabaugh, Account Executive
5785 Corporate Avenue, Suite 170
Cypress, California 90630
Dear Ms. Hattabaugh:
Telephone
(714) 536-5555
Fkx (714) 374-1590
Please review the enclosed contract for the installation of the telecommunications systems at the
Central Library. The agreement includes all changes requested by Nortel except for the request to
limit liability to the value of the system and/or services.
As we discussed on the telephone, this agreement has been considered by the Settlement
Committee and the attached agreement conforms to the recommendations of the Settlement
Committee, The City Council will be considering the issue on June 17, 1996. At that time, City
Council has the option to accept the recommendations, reject the recommendations, or to accept
and reject the recommendations in part.
Please advise me as soon as possible if the enclosed contract is acceptable. Please contact me by
phone at (714) 536-5555, or fax at (714) 374-1590.
Sincerely,
r�
NNIFER MCGRATH
Deputy City Attorney
limp
Enclosure: Proposed Agreement
c: Cathy Smith, Telecommunications Assistant
lepedartyhr l 2i mm'Gr4:96
0 � 0
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND NORTEL COMMUNICATIONS SYSTEMS, INC. FOR
TELECOMMUNICATION SYSTEM
THIS AGREEMENT, made and entered into this day of
19 , by and between the CITY OF HUNTINGTON
BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY',
and NORTEL COMMUNICATIONS SYSTEMS, INC. ("NORTEL"), a
corporation, hereinafter referred to as "CONTRACTOR."
WHEREAS, CITY desires to engage the services of a telecommunications systems
contractor to install such system at the Central Library, at 7111 Talbert Avenue, Huntington
Beach, CA 92648; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
HBMC Chapter 3.03 relating to procurement of professional service contracts has been
complied with; and
CONTRACTOR has been selected to perform said services,
NOW, THEREFORE, it is agreed by CITY and CONTRACTOR as follows:
WORK STATEMENT
CONTRACTOR shall provide all services as described in the Scope of Work
Annex, 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 , 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.
0
JMPMnortel/5130M
3. TIME OF PERFORMANCE
CONTRACTOR will use dll 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 may be extended with the written permission of 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 One Hundred
Seventeen Thousand, Four Hundred and Forty -Five Dollars ($117,445), pursuant to the
payment schedule as described in Exhibit "C" attached hereto and incorporated herein by
reference.
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 after receiving written authorization from CITY. Additional compensation for such extra
work shall be allowed only if the prior written approval of CITY is obtained.
No change shall be allowed if the cumulative effort of such change together with
all previously approved changes to the scope of service decreases the Agreement fee by more
than twenty (20) percent. Any change involving deletion of Exhibit "D" equipment previously
delivered to the installation site shall require the CITY to pay to CONTRACTOR a restocking
charge equal to ten (10) percent of the price for such equipment. As an exception to the
aforementioned terms, restocking charges will not be applied to the CITY's return of the
telephone instruments to CONTRACTOR.
2
JMPlklnorteV513b196
•
•
. 6. METHOD OF PAYMENT
A. CITY agrees to pay CONTRACTOR the price of the Equipment identified
in Exhibit "D." CITY shall pay CONTRACTOR twenty-five percent (25%) 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 as described in the payment terms described in Exhibit "C" of this
Agreement.
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. The CONTRACTOR shall submit to the CITY a milestone acceptance
form (MAF) and invoice for each progress payment due in accordance with Exhibit "C". Such
iMAF shall:
1) Reference this Agreement;
2) Describe the services performed;
3) Show the total amount of the payment due;
4) include a certification by a principal member of the
CONTRACTOR's firm that the work has been performed in
accordance with the provisions of this Agreement; and
Upon submission of any such invoice and MAF, if CITY is satisfied that
CONTRACTOR is making satisfactory progress toward completion of tasks in accordance with
this Agreement, CITY shall promptly approve the invoice, in which event payment shall be
made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be
unreasonably withheld. if the CITY does not approve an invoice, CITY shall notify
CONTRACTOR in writing of the reasons for non -approval, within seven (7) calendar days of
receipt of the invoice, and the schedule of performance set forth in Exhibit "B" shall be
3
.1MPAdnaftd M196
suspended until the parties agree that past performance by CONTRACTOR is in, or has been •
brought into compliance, or until this Agreement is terminated as provided herein.
D. 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 in
addition shall list the hours expended and hourly rate charged for such time. 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 statement of hours worked and costs incurred 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.
S. INDEMNIFICATION AND HOLD HARMLESS
CONTRACTOR shall indemnify and save and hold harmless CITY, its officers
and employees, from any and all liability, including any claim of liability and any and all losses
or costs arising out of bodily injury or damage to tangible property due to the negligent
performance of this Agreement by CONTRACTOR, its officers or employees.
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
4
JMP/k/norteV6/4/96
rJ
of the California Labor Code and all amendments thereto; and all similar state or federal acts
or laws applicable; and shall indemnify, defend and hold harmless CITY from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including attorney fees and costs presented, brought or recovered against CITY,
for or on account of any liability under any of said acts which may be incurred by reason of any
work to be performed by CONTRACTOR under this Agreement.
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
0 PROJECT:
A. General Liability Insurance
A policy of general public liability insurance, including motor vehicle coverage.
Said policy shall indemnify CONTRACTOR, its officers, agents and employees, whife acting
within the scope of their duties, against any and all claims for bodily injury or damage to
tangible personal property due to negligence of the CONTRACTOR arising out of or in
connection with the PROJECT, and shall provide coverage in not less than the following
amount: combinecl single limit bodily injury and property damage, including
productslcompleted 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 Insureds, and shall 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.
5
JMPMncr1eV513M6
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
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 of 30 day written notice of cancellation on
the certificates and endorsements under Section! (C)(4) of Resolution No. 6277 is hereby
waived..
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.
12. INDEPENDENT CONTRACTOR
CONTRACTOR is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor_ CONTfLkCTOR shall secure at its expense, and be
responsible for any and-all.paymeni 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. .
6
JMPANnorteV514M
0 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
0 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.
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.
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.
JMPlh/norteilBMW
7
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 Cl-lYs 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:
18. IMMIGRATION
TO CONTRACTOR:
Nortel Communications Systems, Inc.
2400 Camino Ramon, Suite 100
San Ramon, CA 94583
ATTN:
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:
1) CONTRACTOR'S standard test procedures will be performed for CITY
Telecommunications Coordinator, verifying operation °cut over" of all
components of the installed telecommunications system at each site.
2) During the first business week following in 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 the standard practices of the telecommunications
industry.
8
JMPIWnorteV614J96
3) Fallowing 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 "D"
shall pass to CITY upon physical delivery of each such component to its respective switch
room by CONTRACTOR. General risk of loss to any other portion of each system shall pass
upon deliver of such portion to the CITY premises. After general risk of loss has passed to
CITY, CONTRACTOR shall continue to be liable for (A) equipment shortages of terminal
equipment until installation (contingent upon the CITY providing to CONTRACTOR a secured
location) and/or. (B) damage to losses to the equipment or scope of work due to
CONTRACTOR'S negligence. Title to the equipment shall not pass to CITY until
CONTRACTOR has been paid all amounts due for the equipment under this Agreement
21. SHIPPING
The Exhibit "D" equipment and system software as described in Exhibit "E" shall
be shipped by CONTRACTOR to CITY in accordance with the delivery schedule specified in
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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 saie. 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. MAINTENANCE
CONTRACTOR shall perform maintenance services on the Equipment under
the terms and conditions of this Agreement and service contract automatic renewal dated May
9, 1995 and all subsequent renewals.
23. 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.
24.. 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.
25. 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.
26. DOCUMENTATION
CONTRACTOR shall provide CITY documentation to support the 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.
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27. WARRANTY
A. CONTRACTOR warrants that CONTRACTOR possess good and clear
title to said Equipment and there are no pending liens, claims or encumbrances whatsoever
against said Equipment.
B. CONTRACTOR warrants that as of the date of shipment that: the
Equipment incorporates all current manufactures' required engineering changes released to
the general public; the Equipment qualifies for maintenance services by the manufacturers.
C. CONTRACTOR warrants that the Equipment will be free from defects in
material and workmanship and will conform to specifications for a period of one (1) year
commencing at network cutover date.
D. In the event any component part of the Equipment is or becomes
defective by reason of material or workmanship during said period, and the CITY immediately
notifies CONTRACTOR in writing of such defect, CONTRACTOR shall repair or replace the
Equipment or component at no charge to the CITY. All replaced parts shall become the
property of CONTRACTOR on an exchange basis. This warrant does not extend to any
equipment that has been subject to misuse, neglect, accident, improper or unapproved
installation, acts of God, power taiiure, or to equipment to which repairs or modifications have
been performed by persons other than CONTRACTOR'S own or authorized service personnel,
unless such repairs by others were performed with the written consent of CONTRACTOR.
E. CONTRACTOR warrants that all services provided pursuant to this
Agreement will be performed in a workmanlike manner in accordance with reasonable
commercial standards. CONTRACTOR shall correct all services not performed if brought to
CONTRACTOR'S atterrii m invia#ing within the warranty period.
F. CONTRACTOR warrants for a period of 365 days following receipt that
the documentation provided pursuant to this Agreement shall be substantially free from errors.
CONTRACTOR shall correct any document errors brought to its attention during the 30 day
period following notification of found errors.
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JMP/WnodeVGSM
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G. The warranties and remedies set forth above constitute the only 0
warranties with respect to the system and the CITY'S exclusive remedies if such
warranties are breached. The stated warranties are in lieu of all other warranties, written
or oral, statutory, express or implied, including, without limitation thereto, the warranty of
merchantability and the warranty of fitness for a particular purpose. CONTRACTOR shall
not be liable for any incidental or consequential damages of any nature or any reason
either before or after cutover.
28. EXCUSABLE DELAY
A. Neither part shall be liable when delays arise out of a cause beyond the
control and without the fault or negligence of either party. Such causes may include, but are
not restricted to acts of God or the public enemy, government action or failure to act, fires,
floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, war, civil
disturbances, work stoppage, power failures, laws, regulations, ordinances, acts of unusually
severe weather. In such event, the party affected shall be excused from such performance on .
a day -for -day basis for the extent of such interference (and the other party shall likewise be
excused from performance of its obligations on a day -far -day basis to the extent such party's
obligations relate to the performance so interfered with).
B. CONTRACTOR delay caused by the delays of subcontractors of
CONTRACTOR shall be deemed excusable if the subcontractor's delay is beyond the control
and without the fault or negligence of the subcontractor as described in this section.
C. The party who has been affected by an excusable delay shall
immediately give'notice to the other party of such circumstances.
29. 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.
A. In the event of a disaster or accident that impairs operation of the
Equipment purchased under this Agreement, the CONTRACTOR shall use its best efforts to 40
12
JMPWnodeV614J96
4)
help the CITY restore operations as quickly as possible. Such services will be provided at the
CONTRACTOR'S then prevailing rates.
B. CONTRACTOR will provide Disaster Recovery services to Fire, Police,
Lifeguard and Public Works sites first, and will prioritize remaining CITY sites in accordance
with the Nortel Communications Systems, Inc. Disaster Recovery Plan attached hereto as
Exhibit "F" and incorporated by reference.
C. CONTRACTOR will provide name and telephone numbers (home and
office) of emergency contacts to
30. CONTRACTOR PERSONNEL
at cutover.
CITY shall have the right to require in writing the CONTRACTOR to replace any
of the CONTRACTOR'S on -site personnel in the event that the CITY reasonably determines
such person is disruptive to the Project. The replacement shall be selected by the
CONTRACTOR and approved by the CITY. The CONTRACTOR shall have up to five (5) days
to make a replacement.
31. GRANT OF LICENSE
CONTRACTOR shall grant to CITY a license to use certain computer software
embodied in or associated with the hardware. The hardware and software are itemized in
Exhibit "D". The software is provided to CITY pursuant to the provisions of the Software
Sublicense, attached hereto as Exhibit °E".
32. CONTRACTOR'S DAMAGE LIABILITY
Notwithstanding any other provisions of this Agreement, CONTRACTOR shall in
no event be liable for any damages caused by the CITY'S failure to perform the CITY'S
responsibilities or for any incidental, special or consequential damages (ever? if
CONTRACTOR has been advised of the possibility of such loss or damage.
13
JMPA(Mottel/66/96
33. WAIVERS
No action or inaction by either party shall be interpreted as a 'wavier" and no
waiver shall be valid unless it is in writing and signed by the City Administrator.
34. ARBITRATION
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.
35. 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 Attomey is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONTRACTOR.
36. 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.
REST OF PAGE NOT USED
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37. ENTIRETY
0 . The foregoing, and Exhibits "A" through "F" 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.
NORTEL COMMUNICATIONS SYSTEMS, CITY OF HUNTINGTON BEACH, A
INC. municipal corporation of the State of
California
By:
print name Mayor
ITS: (circle one) ChairmanlPresidentNice President
By:
APPROVED AS TO FORM:
print name
ITS: (circle one) Secretary/Chief Financial { tgjj( ity Attorney
U d4 4&
Officer/Asst. Secretary -Treasurer
i;1 l I
ATTEST:
City Clerk
REVIEWED AND APPROVED:
City Administrator
INITIATED AND APPROVED:
Fire Chief
r
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PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMI ICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HUNTINGTON REACH ("CUSTOMER")
SCOPE OF WORK ANNEX
NORTEL shall:
• Install the Hardware and Software listed in Annexes 1 and 2 at the following location:
7111 Talbert Avenue
Huntington Beach, CA 92648
• Provide and install 64 digital ports for connection to existing digital sets.
• Provide and install the following trunk or circuit ports to interface to the carriers and
existing network:
35 COT
3 T-1
• Use existing data -base to program Option 61C. Any new Database changes will be
provided at an additional charge via Job Change Order.
• Provide and install 48 analog ports for use with customer provided analog sets, modems or
fax machines.
• Provide and instill IPC 300 modem for remote maintenance.
Provide and instill earthquake bracing.
• Provide and install overhead cable kit.
• Provide and insrAl a 8 port/1 1 hour voice mail system.
• Remove existing Option 61 system for return to Nonel per Meridian Select Marketing
Program terms and conditions.
• , Provide cutover coverage for 1 st day of service.
s9603-053
SS1022492
EXHIBIT A
0001/SO`V Annex, Page 1 of 2
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PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HU 71NGTON BEACH ("CUSTOMER")
SCOPE OF WORK ANNEX
(Continued)
CUSTOMER $tali:
• Provide access (conduits, trays, concrete bores) for all cabling to be completed other than
from the switch to the MDF
• provide cable records with information on cable number, floor plan reference, riser/distri-
bution pair, etc.
• Provide equipment rooms which meet the NORTEL-supplied environmental considerations
• Provide the following equipment:
Music -on -Hold Source
UPS System
CSU's
All Telephone sets and other Peripheral equipment not described in Annex 1.
S9603-053 EXHIBIT A
SS1022492 00011SOW Annex, Page 2 of 2
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PURCHASE & MAINTENANCE AGREEMENT
NORTEL CON%fMC,ATIONS SYSTEMS INTC. ("NORTEL")
CITY OF HUNTTNIJTON BEACH ("CUSTOMER")
PROJECT SCHEDULE ANNEX (PBX SYSTEM)
The following is a schedule of dates applicable to the installation of the System, and a list of some
key responsibilities for actions necessary to meet those dates. THIS SCHEDULE IS SUBJECT
TO AND DEPENDENT UPON NORTEL AND CUSTOMER COORDINATING THEIR
EFFORTS TO MEET EACH DATE. FAILURE TO MEET ANY DATE MAY CAUSE A DELAY
LN OTHER DATES AND THE SCHEDULE AS A WHOLE.
A.
Initial Customer meeting to discuss project plan and database design.
04/15/96
B.
Customer shall provide i+:tters of agency to each appropriate telephone operating company requesting
those companies to acccr-t NORTEL as the Customer's agent for matters pert;unirg to the installation
of the System.
N/A
C.
Customer shall provide floorplans with locations of station sets c1carly marked. Each location shall
be individually numbtrtd.
NiA
D.
NORTEL shall specify the envinonmentals, power turd physical space requirements for the room where
the switch component of the Hardware will be located ("the Switchrootn").
NIA
E.
Begin database collection.
N/A
F.
Complete database collection-
N/A
G.
Customer shall have the installation Site avaiable to begin cabling. All requirements for aceass such
as boring, conduits, raceways, trenching, end other rights of way must be complete.
NIA
H.
Customer shall have the Switchroom complete and available in accordance: with the environmental
standards provided. Commercial power must be available as well as ground and air conditioning,
NWA
1-
Final DWE for System tnd slation Icvcl database changes. Customer must sign off on collected
database.
04/30/96
J.
Final date for Hardware nlodiftc£+tions ("Firm ConSgt:raiop. Date').
04/30/96
K.
NORTEL shall deliver the switch component of the Hardware to Lhc Sim and move it to the Switch-
05/03/96
MOM.
L.
Customer shall provide detai[ed cable records showing each pair on the Main Distribution Frame
("MnP') and which pair NORTEL should use for all sets noted on the floorplans (if NORTEL is using
existing cable).
N/A
M. The final Installation of do Hardware and Software will commence at 5:01pm on this dale. 05/05/96
N. Completion of Instullado7 will be on this date. 05/05/96
This date schedule is contingent upon Customer signing this Agreement and providing requested
credit information by March 29, 1996. Changes to this schedule may result in additional charges
to the Customer and MUST be mutually agreed to by both parties.
S9603.053
SS/a30795
0001/ProjSS Annex
EXHIBIT B
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PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HUNT I ;T!N_ BEACH ("CUSTOMER")
PAYMENT SCHEDULE ANNEX (SYSTEW
The Price shall be due as follows:
Event
25% of the Price within thirty (30) days of the effective date of this
Agreement.
75% of the Price within thirty (30) days of the date all items of the
Hardware and Software have been installed (the "Completion of
Installation").
S9603-053
SS/022492
EXBIBIT C
Amount
$29,361.00 (25%)
$88,084.00 (75%)
0001/PSS Annex
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PURCHASE & MAINTENANCE AGREEMENT
• NORTEL, COMMUNICATIONS SYSTEMS INC. ("NORTEL")
IT QE_HUNTING,70N REACH ("CUSTOMER")
HARDWARE/SOFTWARE ANNEX
0 Cabled Stations
0 Prewires
Quantity
Equipment Code
D] bcription
I
SYI016A
MERIDIAN I OPTION 61C SYSTEM AC
1
NT8D2IAB
RINGING GENERATOR AC
I
NT8D64CC
EARTHQUAKE BRACING KIT (4 MOD COL)
I
NT8D63AA
OVERHEAD CABLE TRAY KIT
1
QPC414
NETWORK CARD
I
NT8D46A]
SYS MONITOR TO UPS(BEST) CABLE 45 FT
I
NTT2K08GH35
M2008 STANDARD BUSINESS W/DISPLAY ASH
1
AS 1182
PRE-PRINTED FEATURE KEY CAP PKG
I
AS1082
MERIDIAN MODULAR TELEPHONE USER GLIDE
1
NT8D93AJ
2 PORT SDI I/O TO DTE/DCE CABLE 16F F
2
NT8D93AW
2 PORT SDI UO TO DTE/DCE CABLE 48FF
1
NTIR03FV
EXTENSION CABLE, 25 PIN D-SUB
2
AS 1061
PRI PACKAGE
2
NT6D80AB
MULTI -PURPOSE SERIAL DATA LINK
1
S Y7020A
MGM MOD EC 4-24 PT 11-100 HR AC
1
AS7091
VP8 CARD - FLEXIBLE ASSIGNMENT
6
P0741311
MERIDIAN MAIL VOICE MSG USER GUIDE
4
NT8D02Ei%
DIGITAL LINE CARD
3
NTSD09AK
ANALOG MESSAGE WATFING LINE CARD
3
NT8D15AK.
E&M TRUNK CARD
5
NTSD 14BB
UN %TRSAL TRUNK CARD
I
NT8D 16AB
DIGTI'ONE RECEIVER CARD
2
NT6D66D,k
48 NIBYTE CALL PROCESSOR CARD
I
NT8D73A]
LNITER-CABLNET NETWORK CABLE 6 FT
I
AS7013
14LM SINGLE TERMINAL ACCESS PACKAGE
2
NT8D85B3
NETWORK TO PE CABLE 2 FT
2
NT8D79A:g
PRI/DTI TO CLOCK CONTROLLER CABLE 2 FT
?
NTSD79AD
PRIIDTI TO CLOCK CONTROLLER CABLE 6 FT
- 1
NT8D91 AF
NETWORK TO CONTROLLER CABLE 10 FT
8
N7TND27AB
MSDL TO I/O PAIr'EL CABLE 6 FT
1
NTND26AA
MSDL DCHI WTERFACE CABLE 6FT
2
N79DI8AA
MODULE SIDE COVER
2
A0383526
DEC 520 TERMINAL
I
IPC30OF
REMOTE MAINT MODEM
4
NTNTD26AA
MSDL TO D-CHANNTEL CABLE
1
NTTSM04TA0101I C
COOK 4 CHANNEL ANNOUNCER
.
1
1
93024
78210
EPSON FX 870 PRINTER
SERIAL INTERFACE CARD
S9603-053
SS/022493
0001/H/S Annex, Page 1 of 2
EXHIBIT D
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PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HUNTINGTQNj BFACH_ ("CUSTOMER")
HARDWARE/SOFTWARE ANNEX
(Continued)
The features and servio.s which the CUSTOMER shall have available at Cutover are listed below
and shall operate substantially as those features are described, where applicable, in the "Features
and Services Description" portion of Northern Telecom Practices, a copy of which shall be
delivered with the System. The functional description and manrier of performance of such features
and seevice may change from time to time as the result of corrections or improvements. Included
in this Agreement is Customer's Right To Use ("RTU") Northern Telecom Software up to 0
Terminal Numbers ('TN's"), 8 Meridian Mail ports and NIA Digital Subscriber Loops ("DSLs").
Expansion beyond the specified level may require payment of additional RTU fees.
Quantily
Equipmetat Code
Description
3
SW0000G
RTU&T-RM AN I RELEASE 21 BASE S/W
1
SWO028A
RTU/FAST TDS
3
SWO050B
RTU/NTETWORKING
3
SWO051B
RTU/ISDN NETWORKING
3
SWO052C
RTU/PRIVATE ISDN NETWORKING
3
SWO059D
RTU/NETWORK MESSAGE SERVICES
1
SWO221C
RTU/ACD/MESSAGE PROCESSING
1
SW700OF
RTU/MERIDIAN MAIL RE1 10 BASE SW
1
SW7008
RTUPNETWORK MESSAGE SERV SOFTWARE
8
SW7063
RTU/MM FULL SERV PORT LICENSE FEE
2
SW0221C
RTU/ACD MESSAGE PROCESSING
S9603-053
SS/022493 0001/H/S Annex, Page 2 of 2
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EXHIBIT D
nnrtharn . •
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ADDEND
MERIDIAN SOFTWARE LICENSE
NORTHERN TELECOM INC. ("NTI") TELECOMMUNICATIONS PRODUCT'S
THIS LEGAL DOCUMENT IS A LICENSE AGREEMENT (^LICENSE") iIETWEEN YOU, THE ENU-USER
("CUSTOMER") AND NORTHERN TELECOM INC. ("h7l"). BY OPENING THE SEALED DISK PACKAGE
WHICH CONTAINS THE SOFTWARE DISKET E(S), OR BY EXECUTING A CONTRACT FOR PURCHASE OF A
SYSTEM WHICH INCORPORATES THIS USER SOFT1tEXRF, AGREEMENT, YOU. THE CUSTOMER, ACRES TO
BE BOUND BY THE TERMS OF THIS LICENSE.
Subpa w the terms bmrvinef ac swat filth. Nil graars to CUSTOMER ani/ar
Ta fir"eatatlYea, with It 'anal to know," ■ par OVIA), ttoa-Cxalusive timn3e W
to use certain Liceaacd Software, pprropriotarry to N'TI cc its suppliers.
eootAinod " an inugxnl pert of the Hsrdwate; trod (2) to i.Wl and rise
each item of Licensed Sohwwc not as integral Part of the Hsrdwsac; and
(1) to use the associalad documentetion. CUSTOMER is Wr�antsd no tide er
ownership rights, in or to the Lietascd Schwan. in whoic or if) part, cad
CUSTOMER acknowIMSes thu title to and allGop yriyhU. patents, trade
secrais sadlor nay other iutslleetual TeoPerty rights to and in all attcb
Litxased Softwwe and assaciaud dotatmLtstiWoa are; and dial] remain the
properly of PM und/ar NM's TUem The right to use Licensed Software
may be restricted by a menatue of usage of oppltcstioos hasod upon number
of Lines, aumbcr of Aorta, number of le mitud numban assigned. numbs of
risen, OF soma sirui ttr Rtawure. EXPOnaion beyond the trP96fiiad ULgft love]
may esquire payamat of no imaemcatd charge Or ROOhcr bean fen.
NT1 cnas7dars the L1ctosed Software to oor:tan 'wade aacreu' of NT1
andlariu nrpplius. Such 'tradc secrets' include, without limitation thueio,
the specific design. structure and logic of individual Licensed Soflwaro
programs, their intsnuniings with other porticos of Lotesnd SaftwAre, both
mtcrual smd axter4al. and the progmtrutting techniques employed thercm.
In Ceder to m►inttia the 'trade sarsat' sxAtus of the infermstsou contained
within the Licensed Software, the Lccuacd Software is boing delivered I*
CUSTObfER in objact code form only.
\TI or aov of its suppLars Wdiug Ray imtalletn„al property righu is any
licensed S`ohware, and/or Loy third party owning Lay halrlleatAI ptvperty
rights in software from which the Licensed Software was drsive4, are
intended third party beneficiaries of this Lieensc. All granu of rights to use
iatellcetud property intended to be accomplished by this License are
explicitly stated. No other gruts of such rights shall be inferred or shall
amm by rrnpliusajon.
CUSTOMER warranu to NM that CUSTOMER is mot Purchasing the rights
jpanted by this lixase in anticipeuion of rewRiing thou notf.
CUSTOMER shall:
a Bold the Licalued Saftwme in toaCrdcocn for the benefit of NTI and/or
Vn's suppliers Cuing tto Ices a degree of care than if urr-s to protect to
owe mast confidcmiLl and vsluablc information; Rind
• Kelp L current record of the location of each copy of L.ictnscd Software
made by it; and
• L'se each COPY of Licensed Soflwue Daly On ■ single CPU ar a time ((Or
Lhis purpose. single CPU aY.al include Iyocros with redvadaat processing
units): and
• Affix rn C4A copy of Licctued Sofewue made by it, in the same form
and location. a reproduction of the copyright Lobe-f, trsdcmariu, and all
other proprietary legends Led/cc logos of NTl And/or hT1's suppliers.
appesriog oo the original COPY of such Lcensed Software delivered to
CUSTOMER; and retain the sale without alteration on all original
ropier; aid
• lassie instructions to oath Of its outhoriUd ethtplayecs, agents. And/or
reprasentwves to whom Licensed Software is disclosed, sdvieiLg them of
the confidantisl mature of such Litzosod Sofiwsre and to provide thorn
With a summary of the !°Qwmff ens of ibis Ucoose; and
• Roturm the Licetuod Satlsran wind all copies through an Authorized
Aistributor to N` l at such saw s, CfJSTOMF.R ehooaea to permahaorly
Chase using A
CUSTOMER sWI not:
• Use Licensed Schwan (i) for any purpose other than CUSTOMER's own
internal huaittcss purpoaee and (nil other tiara as provided by that LCenae;
or
• Allow anyone other than CUSTOMER'a omploypcs, agents and/or
representatives with a 'fired to know- to have physical becosa to
Lieerrsod Software; or
• Make any copier of Licensed Software except such timired number of
abjeef code copier in machicc readable form only, u may be retsodably
n6M&Wy for execution ar AfCWvAl purpn as Only; of
• Make any Modifications, echaaaemants, adrtFLslioos, or Irmulatiom to or
of Linsasod Sahware, except as may result from those CUSTOMER
intwf= oat with the Licensed Software associo d with normal use aed
expWwd in rho axmx:Wed documtdsLion: tr
Attempt to ravarso oaginmr, diseaaambie. rcwi'rsc trsoslsie, decompik.
or in any oehor manner decode Lien nsad Soh ware, i n onkr to derive the
aowce. Code form cc for any other n soon : or
• Make full or partial copies of ,oY dowrnootation Or odhtr similar priated
or tnaehiine•roadable matter providtd with Ucanred Software unleas the
same has been sttpphed to a form by NTI m1coded for periodic
r,e.neaduraion of parue copsu; at
Export a se-txpm Iaeensad Soflwue Lad/ar ujoe wed docxthaeaLmnan
from the rhny states of the United Sums aid the Disenct of Coiumbha
• NOTE: notwridutabding the above reatfictious. if Ctutacm has liccosad
the Liceasad ScAware Utdcr p 'into license' option u Of forth in
Cusiomet's Purchase Agrasni-oat, Customer is authoriud to Brake a
limited auhtbcr of copiaa of dm Licensed Software Lad documcawion to
support rdditiodol umn as spoetferd in Cusuuaer's Purchase Agreemaar.
CUSTOMMIZ may assign Collectively its rig.�u under this License to any
aubaaquant owytr of the Hardware, but not otherwise, subject to the
payrnazt of the them current license fcc for new users, if any. No such
Lasisarnent shall be valid until CUSTO!N13R (1) has dclsgated All of its
obligrioos under this License to the sasiStim; and (2) has oUsinad from the
assignee an Uaooadivanai vmuto usumpuoc of all welt oblituions: and O)
has provided NTI • copy of such sasigamept delegation and auumpboo:
and (4) has transferred phyucA.l pmk"oa of all LhCcnaed Schwue and all
LuOmmbed docttahsataaion to the assiggnee and destroymd all arciuvsl mpg+
Except as provided. neither this L�eaate nor any rights acquired by
CUSTOMER through this License are assignable, Any ,attempted
wiginment of riou ltadlor tranafcr of LirxEud Software not;gcrirecdly
&Ilawrd shall be void and Conclusively presumed a material breach of dui
1.scanse.
If N'TI (I) claims a mmouisl breach of this Limose, and (ii) provides written
notice of such claimed muerid hoach to CUSTOMER and (ui) observes
that awch tlunrcd malarial breach remains urcorteard and/or uamitigatod
trxxc than thirty (30) days following CUSTOMER:s ramipt of v.nuca aouor
mccifyin in reaaooabl• dslail the tlaturc of the claimed mucrial breach,
than CU TOMER aekgawlcdgcs that this Ltccme may be Awricdiatoly
ter,rninaud by N n and CUSTOMI±R further a:krnowledges that any turn
Icmuc tion shall be without prejudice to any ocher rights and remedies that
1;T1 may have at law cc in equity.
F-XPRM L %ITTE15 WARRAti 'IFS FOR ANY ITEM OF LICEIXSED
SOFTWARE, IF ANY, WILL BE SOLELY THOSE GRANTED
DIRECTLY TO CUSTONEk BY DISTRIBUTOR AS DESCIUDED IN
THE Bony OF THE AGRUMff-!YT TO WHICH THIS LICENSE IS
ATTACHED OR, IN THE CASE OF LICENSED SOFTWARE
DISTR]SUTED IN A SEALER DISK PACKAGC, THOSE WHICH
APPXAR AT THE LN'D OF THIS LICENSE AGREEMENT. OTHER
THAN AS SET FORTH THEREIN, THIS LICENSE DOES NOT
CONFER OR CRANT ANY WARRANTY TO CUSTOMER FROM
OR BY NTI; THE UCLNSED SOFTWARE IS PROVIDE.] BY NCTI "AS
IS" AND WITHOUT WARRANr'TV OF ANY KIND OR NATURE,
WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING
(WITHOUT LIMITATION) THE IMPLIED WARRANTIES of
MERCHANTABILITY AM) OF FITNESS FOR A PARTICULAR
PURPOSE. THIS LIMITATION OF WARRANTIES WAS•.&
MATERIAL FACTOR IN THE ]ESTABLISHMENT OFTHE LICENSE
FEE CHARGED FOR EACH SPECIFIC ITEM OF SOFTWARE
1.,1C ltsED.
IN NO EVENT WILL NTl AND/OR N-I-IS SUPPLIERS AND THEIR
DIRECTORS, OFFICERS, EMPLOYEES OR ACE`tTS 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 RESULTOF
USE OR [INABILITY TO USE THE LICENSED SOFTWARE OR
Exhibit
•
•
• EXHIBIT 2 •
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
NORTEL Communications Systems Inc. (NCS) has a history of assigning top
priority to a Customer disaster and is dedicated to achieving an expedient
recovery to pre -incident status. The modular design of Northern Telecom's
family of switches and the high level of ongoing production in Raleigh,
North Carolina, Santa Clara, California and Ontario, Canada provide imme-
diate access to the equipment required for a Customer in need.
In an emergency situation, NCS can obtain essential hardware from sources
such as:
Finished Goods Stock - Materials that have completed the manufac-
turing process and are available for configuration and shipment.
• Production Line Work in Progress.- Materials that comprise a com-
pleted system, which could be expedited to Finished Goods; and/or
• Product Shipped But Not Installed - Pre -installation stage hardware
based at another Customer site, which, through negotiation, can be di-
verted for the emergency.
NCS is the largest telecommunications equipment service company in
California. NCS' parent company is Northern Telecom. This is significant
because it means NICS has the size and resources necessary to respond quickly
to a disaster of any type.
NCS will work closely with the Customer to develop a Disaster Recovery
Plan. NCS' commitment to supporting the Customer's Disaster Recovery
Plan will be subject to the terms and conditions of the Service Agreement.
The Service Agreement should be given consideration prior to the
finalization of a Disaster Recovery Plan.
In the event of a disaster, it is the responsibility of the Customer to notify
NCS' Emergency Technical Assistance Service (TAS) at 1 800-735-5980 as soon
after the disaster as possible and communicate the severity of the situation to
the Center. The Technical Assistance Service Representative will
immediately activate the Disaster Recovery Team for a prompt response to
your needs.
Exhibit F
081194BP Page 1
C:
•
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued) 46
Fires, floods, tornadoes, earthquakes, lightning, hurricanes... Disasters strike
in many ways, but all can be equally devastating. When a disaster strikes your
facility and cuts service, the results can be far reaching and often frightening.
Critical links to medical, fire and police facilities are severed. Separated
family members cannot communicate. Businesses lose telephone -generated
revenue that can reach millions of dollars.
Following a disaster, nothing will matter more to your business than re-
storing service - a potential lifeline - quickly and efficiently. In the unfor-
tunate event that you should experience_ a physical disaster which results in
the complete loss of service to your Meridian I switching equipment, NCS
will, upon notification, immediately activate the Disaster Recovery Plan.
NCS and Northern Telecom have a well defined and proven internal process
that is designed to ensure rapid emergency notification, and that establishes
lines of communication and outlines responsibility and accountability for all
procedures. A quick response to telecommunications emergencies results
from contacting the key NCS personnel who oversee and coordinate the
program from start to finish.
The Disaster Recovery Team, made up of representatives from each major
function within the division, is placed on alert and an on -site coordinator is
immediately dispatched to the site to assess the extent of damage to the switch
and facilities.
The on -site coordinator communicates his assessment to the Richardson
coordinator who assembles all team members to formulate the Detailed
Recovery Plan. Each team member has access to appropriate resources to
direct toward the recovery effort.
The primary objective of the Disaster Recovery Plan is to restore your
Northern Telecom switching equipment to complete operational status as
soon as possible. In many cases, a temporary MSL-1 switch can be activated to
offer. interim dial tone to critical departments until the entire system can be
replaced.
NCS can provide experts to help assess damage to any equipment component
of a network or node, including damage caused by heat, water, lightning and
chemicals. NCS' engineers can help expedite reroutes and network redesign
to minimize service disruptions.
r
081194BP Page 2
Exhibit F
•
•
• •
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
Responsibility
Customer -
NCS' TAS Representative
TAS
Disaster Recovery Team
Members:
TAS
(NCS and NTI)
Service Area
Manager
(NCS and NT7)
Operations
(NCS and NTI)
Engineering
(NCS and NTI)
Manager,
Installation and
Commissioning
(NCS and NTI)
081194BP
1. Notifies NCS' Emergency Technical
Assistance Service (TAS) at 1-800-735-5980
as soon after the disaster as possible and
communicates the severity of the situa-
tion.
2. Immediately notifies the Director, NCS
TAS.
3. Immediately activates the Disaster Recov-
ery Team from NCS and NTI.
4. Assembles and identifies the on -site coor-
dinator who is' immediately dispatched to
Customer site.
5. Directs the immediate shipment of emer-
gency temporary equipment to Customer
site.
b. Identifies installation and commissioning
personnel who are immediately dis-
patched to Customer site.
Exhibit F
Page 3
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
NCS' On -Site Coordinator
7. Determines the extent of damage and
communicates their assessment to the
Disaster Recovery Team.
8. Directs the 24-hour-per-day, 7-days-per-
week installation and commissioning
activity of the emergency temporary
equipment until basic telephone service is
restored.
9. Directs the 24-hour-per-day, 7-days-per-
week installation and commissioning
activity of the replacement equipment
until permanent service is restored.
The following assumptions .are taken into consideration in the implementa=
tion of the Disaster Recovery Plan:
• Complete destruction of all Meridian 1/SL-100 Components, cables, and
MDF. Station equipment is reusable.
Response times are contingent on availability of materials, transporta-
tion, disaster site facilities and/or other contractual obligations.
• Customer is responsible for maintaining current back-up software
(image) on magnetic tape off site. NORTEL Communications Systems
Inc./Northern Telemn recommend a monthly archival practice.
4P In case of multiple disasters, hosnitals. medical centersand other
public health and safety facilities are given priority.
Customer assumes all time, materials, and travel and living expenses
incurred by NORTEL Communications Systems Inc./Northern
Telecom personnel involved in the recovery effort.
• All decisions affecting Customer's site are made jointly between
Customer, N(DRTEL Communications Systems Inc. and Northern
-Telecom.
081194EP . Exhibit F Page 4
46
•
•
NORTEL. COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERYPLAN
(Continued)
The key to successful recovery from a disaster is Customer's immediate noti-
fication of the NCS Emergency Technical Assistance Service (TAS) at 1-800-
735-5980. The severity of the situation must be accurately described to the
center. The Technical Assistance Service Representative will immediately
activate the NCS/NT1 Disaster Recovery Team for a prompt response to your
needs. Disaster Recovery activities are billable at then current time and
materials rates,
08119413P Page 5
Exhibit F
1
2.1
3.
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
DISASTER PLAN
1.1 The Disaster Plan is a series of actions to be taken in the event of
total destruction or extreme physical damage to an SL-1. Such
damage could result from flood, fire, explosion, earthquake,
storm, or other events which could cause damage beyond repair
by ordinary methods. The Disaster Plan applies to situations
where the application of normal maintenance procedures can-
not result in the prompt restoration of service.
The objective of the Disaster Plan is the restoration of service in the
shortest possible time.
3.1 Special equipment is maintained for use in the event the Dis-
aster Plan is put into effect. This is an SL-1 switch located at the
Training Center. It is available for immediate use by the Field
Service and Support Department if it is needed for a customer
who is without telephone service as the result of a disaster.
3.2 Approval for shipping the emergency switch must be obtained
from the Vice -President, Field Service and Support. It should be
requested by the Region Qperations Manager of the Region in
which the disaster occurred. Should the Vice -President, Field
Service and Support not be available, it may be released for ship-
ment by one of the following:
Vice -President, Sales and Service
Vice -President, Marketing
President, Business Communications Group
081194BP Exhibi t F Page 6
•
•
r
U
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
4_ DISASTER PROCEDURE
4.1 The Disaster procedure requires a number of actions which have
been' determined as effective in restoring telephone service to
the customer as quickly as possible. These actions are to be
carried out any time the Disaster Plan is put into effect.
4.2 From the time a report of a disaster is received, there are several
positions within the Company which begin working closely
toward the objective of restoring service:
Vice -President, Service
Region Operations Manager
Manager of Technical Assistance Center
Materials Manager
Service Area Manager
4.3 Anyone receiving a report of a disaster is to relay the informa-
tion immediately to the Operations Manager. This is the point
at which all activity which involves the Disaster Plan begins.
The Operations Manager begins the process by sending a Service
Area Manager and one or more technicians to the site of the
disaster. The Service Area Manager will make an assessment of
the damage and report the extent of the damage to the Branch
Manager. The Operations Manager is to inform the Vice
President, Operations of the situation. The Vice President
evaluates the information and advises the Operations Manager,
making a recommendation as to whether or not the Disaster
Plan should be activated:
4.4 The responsibility for making the decision to activate the
Disaster Plan belongs to the Operations Manager. The decision
should be based on an evaluation of all available information,
and giving some consideration of the cost to the Company.
081194BP I
ExhibitPage 7
I'
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN .
(Continued)
4.5 If the decision is to activate the Disaster Plan, the Operations
Manager immediately contacts the Vice -President, Service, for
release of the switch. Written confirmation of the action is then
made by TWX message to the following:
President
Vice -President, Service
Manager of Technical Assistance Center
The TWX message must contain the name of the customer, the
location, and a brief statement of the assessment of damage.
4.6 The Operations Manager contacts the Manager of TAC by tele-
phone and obtains _a commitment for the appropriate number of
engineers to be sent to the site.
4.7 The Service Area Manager instructs the Materials Manager to
expedite shipment of the emergency switch.
4.8 As these activities are proceeding, the Service Area Manager at
the site prepares a list'of materials that will be needed to restore
service. Materials available at the local warehouse are brought
to the site immediately. The remaining materials are requested
from the Materials Manager, who expedites shipment. The
Service Area Manager has the following additional responsibil-
ities:
Notify the associated Telco of the requirements necessary
for restoring service.
Serve as liaison with the customer while service is being
restored.
Coordinate overall activities with the on -site foreman.
Keep the Vice President, Service informed of the progress
of the activities.
•
081194BP Exhibit P Page 8
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
4.9 After malting an assessment of damages and reporting to the
Service Area Manager, the on -site foreman assumes the follow-
ing responsibilities:
Conduct clean-up operations.
Furnish single -line telephones for temporary service.
Supervise technicians involved in restoring service.
The Disaster Plan continues in effect until full service has been
restored. The Service Area Manager then sends a TWX message
to those outlined in paragraph 4.5, advising them of completion.
0 OS1194BP Exhibit F Page 9
AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH
AND NORTEL COMMUNICATIONS SYSTEMS, INC. FOR
TELECOMMUNICATION SYSTEM
THIS AGREEMENT, made and entered into this day of
, 19 , by and between the CITY OF HUNTINGTON
BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY",
and NORTEL COMMUNICATIONS SYSTEMS, INC. ("NORTEL"), a
corporation, hereinafter referred to as "CONTRACTOR."
WHEREAS, CITY desires to engage the services of a telecommunications systems
contractor to install such system at the Central Library, at 7111 Talbert Avenue, Huntington
Beach, CA 92648; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of
HBMC Chapter 3.03 relating to procurement of professional service contracts has been
complied with; and
CONTRACTOR has been selected to perform said services,
NOW, THEREFORE, it is agreed by CITY and CONTRACTOR as follows:
WORK STATEMENT
CONTRACTOR shall provide all services as described in the Scope of Work
Annex, 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 , 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.
MnorteV5130l96
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 may be extended with the written permission of 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 One Hundred
Seventeen Thousand, Four Hundred and Forty -Five Dollars ($117,445), pursuant to the
payment schedule as described in Exhibit "C" attached hereto and incorporated herein by
reference.
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 after receiving written authorization from CITY. Additional compensation for such extra
work shall be allowed only if the prior written approval of CITY is obtained.
No change shall be allowed if the cumulative effort of such change together with
all previously approved changes to the scope of service decreases the Agreement fee by more
than twenty (20) percent. Any change involving deletion of Exhibit "D" equipment previously
delivered to the installation site shall require the CITY to pay to CONTRACTOR a restocking
charge equal to ten (10) percent of the price for such equipment. As an exception to the
aforementioned terms, restocking charges will not be applied to the CITY's return of the
telephone instruments to CONTRACTOR.
2
JMP1WnorteV5M/96
6. METHOD OF PAYMENT
A. CITY agrees to pay CONTRACTOR the price of the Equipment identified
in Exhibit "D." CITY shall pay CONTRACTOR twenty-five percent (25%) 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 as described in the payment terms described in Exhibit "C" of this
Agreement.
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. The CONTRACTOR shall submit to the CITY a milestone acceptance
form (MAF) and invoice for each progress payment due in accordance with Exhibit "C". Such
MAF shall:
1) Reference this Agreement;
2) Describe the services performed;
3) Show the total amount of the payment due;
4) Include a certification by a principal member of the
CONTRACTOR's firm that the work has been performed in
accordance with the provisions of this Agreement; and
Upon submission of any such invoice and MAF, if CITY is satisfied that
CONTRACTOR is malting satisfactory progress toward completion of tasks in accordance with
this Agreement, CITY shall promptly approve the invoice, in which event payment shall be
made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be
unreasonably withheld. If the CITY does not approve an invoice, CITY shall notify
CONTRACTOR in writing of the reasons for non -approval, within seven (7) calendar days of
receipt of the invoice; and the schedule of performance set forth in Exhibit "B" shall be
3
JMP/k/nateU5/31 /96
LJ
•
suspended until the parties agree that past performance by CONTRACTOR is in, or has been
brought into compliance, or until this Agreement is terminated as provided herein.
D. 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 in
addition shall list the hours expended and hourly rate charged for such time. 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 statement of hours worked and costs incurred 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 eamed 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.
B. INDEMNIFICATION AND HOLD HARMLESS
CONTRACTOR shall indemnify and save and hold harmless CITY, its officers
and employees, from any and all liability, including any claim of liability and any and all losses
or costs arising out of bodily injury or damage to tangible property due to the negligent
performance of this Agreement by CONTRACTOR, its officers or employees.
9. WORKER5 COMPENSATION
CONTRACTOR shall comply with all of the provisions of the Workers
Compensation Insurance and Safety Acts of the State of Califomia, the applicable provisions
4
JMPWnodeV&4M
of the California Labor Code and all amendments thereto; and all similar state or federal acts
or laws applicable; and shall indemnify, defend and hold harmless CITY from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including attorney fees and costs presented, brought or recovered against CITY,
for or on account of any liability under any of said acts which may be incurred by reason of any
work to be performed by CONTRACTOR under this Agreement.
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 public liability insurance, including motor vehicle coverage.
Said policy shall indemnify CONTRACTOR, its officers, agents and employees, while acting
Within the scope of their duties, against any and all claims for bodily injury or damage to
tangible personal property due to negligence of the CONTRACTOR arising out of or in
connection with the PROJECT, and shall provide coverage in not less than the following
amount: combined single limit bodily injury and property damage, including
products/completed operations liability and blanket contractual liability, of $1,000,000 per
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 Insureds, and shall 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.
5
JMP/k/norteV5/30M
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
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 of 30 day written notice of cancellation on
the certificates and endorsements under Section I (C)(4) of Resolution No. 6277 is hereby
waived. _
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.
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.
6
JMP/klnorteV614196
13, MATERIAL BREACH
All work required hereunder shall be performed in a goc;t 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.
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.
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.
7
JMP/k/norteU6/4M
17. NOTICES
Any notices or special instrE -ctions 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:
18. IMMIGRATION
TO CONTRACTOR:
Nortel Communications Systems, Inc.
2400 Camino Ramon, Suite 100
San Ramon, CA 94583
ATTN:
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:
1)
2)
CONTRACTOR'S standard test procedures will be performed for CITY
Telecommunications Coordinator, verifying operation "cut over of all
components of the installed telecommunications system at each site.
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 the standard practices of the telecommunications
industry.
8
JMPAdnorteU6/4196
3) 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 "D"
shall pass to CITY upon physical delivery of each such component to its respective switch
room by CONTRACTOR. General risk of loss to any other portion of each system shall pass
upon deliver of such portion to the CITY premises. After general risk of loss has passed to
CITY, CONTRACTOR shall continue to be liable for (A) equipment shortages of terminal
equipment until installation (contingent upon the CITY providing to CONTRACTOR a secured
location) and/or (B) damage to losses to the equipment or scope of work due to
CONTRACTOR'S negligence. Title to the equipment shall not pass to CITY until
CONTRACTOR has been paid all amounts due for the equipment under this Agreement
21, HIPPING
The Exhibit "D" equipment and system software as described in Exhibit "E" shall
be shipped by CONTRACTOR to CITY in accordance with the delivery schedule specified in
9
JMP/k/norteM4196
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_ MAINTENANCE
CONTRACTOR shall perform maintenance services on the Equipment under
the terms and conditions of this Agreement and service contract automatic renewal dated May
9, 1995 and all subsequent renewals.
23. 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.
24. 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.
25. 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.
26. DOCUMENTATION
CONTRACTOR shall provide CITY documentation to support the 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.
10
JMP/klnorteMW96
0
27. WARRANTY
A. CONTRACTOR warrants that CONTRACTOR possess good and Gear
title to said Equipment and there are no pending liens, claims or encumbrances whatsoever
against said Equipment.
B. CONTRACTOR warrants that as of the date of shipment that: the
Equipment incorporates all current manufactures' required engineering changes released to
the general public; the Equipment qualifies for maintenance services by the manufacturers.
C. CONTRACTOR warrants that the Equipment will be free from defects in
material and workmanship and will conform to specifications for a period of one (1) year
commencing at network cutover date.
D. In the event any component part of the Equipment is or becomes
defective by reason of material or workmanship during said period, and the CITY immediately
notifies CONTRACTOR in writing of such defect, CONTRACTOR shall repair or replace the
Equipment or component at no charge to the CITY. All replaced parts shall become the
property of CONTRACTOR on an exchange basis. This warrant does not extend to any
equipment that has been subject to misuse, neglect, accident, improper or unapproved
installation, acts of God, power failure, or to equipment to which repairs or modifications have
been performed by persons other than CONTRACTOR'S own or authorized service personnel,
unless such repairs by others were performed with the written consent of CONTRACTOR.
E. CONTRACTOR warrants that all services provided pursuant to this
Agreement will be performed in a workmanlike manner in accordance with reasonable
commercial standards. CONTRACTOR shall correct all services not performed if brought to
CONTRACTOR'S attention in writing within the warranty period.
F. CONTRACTOR warrants for a period of 365 days following receipt that
the documentation provided pursuant to this Agreement shall be substantially free from errors.
CONTRACTOR shall correct any document errors brought to its attention during the 30 day
period following notification of found errors.
11
JMP/WrwrteV4rs 86
G. The warranties and remedies set forth above constitute the only
warranties with respec-t to the system and the CITY'S exclusive remedies if such
warranties are breached. The stated warranties are in lieu of all other warranties, written
or oral, statutory, express or implied, including, without limitation thereto, the warranty of
merchantability and the warranty of fitness for a particular purpose. CONTRACTOR shall
not be liable for any incidental or consequential damages of any nature or any reason
either before or after cutover.
28. EXCUSABLE DELAY
A. Neither part shall be liable when delays arise out of a cause beyond the
control and without the fault or negligence of either party. Such causes may include, but are
not restricted to acts of God or the public enemy, government action or failure to act, fires,
floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, war, civil
disturbances, work stoppage, power failures, laws, regulations, ordinances, acts of unusually
severe weather. In such event, the party affected shall be excused from such performance on
a day -for -day basis for the extent of such interference (and the other party shall likewise be
excused from performance of its obligations on a day -far -day basis to the extent such party's
obligations relate to the performance so interfered with).
B. CONTRACTOR delay caused by the delays of subcontractors of
CONTRACTOR shall be deemed excusable if the subcontractor's delay is beyond the control
and without the fault or negligence of the subcontractor as described in this section.
C. The party who has been affected by an excusable delay shall
immediately give notice to the other party of such circumstances.
29. 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.
A. in the event of a disaster or accident that impairs operation of the
Equipment purchased under this Agreement, the CONTRACTOR shall use its best efforts to
12
JMP/k1norteU6/4/96
help the CITY restore operations as quickly as possible. Such services will be provided at the
CONTRACTOR'S then prevailing rates.
B. CONTRACTOR will provide Disaster Recovery services to Fire, Police,
Lifeguard and Public Works sites first, and will prioritize remaining CITY sites in accordance
with the Nortel Communications Systems, Inc. Disaster Recovery Plan attached hereto as
Exhibit "F" and incorporated by reference.
C. CONTRACTOR will provide name and telephone numbers (home and
office) of emergency contacts to
30. CONTRACTOR PERSONNEL
at cutover.
CITY shall have the right to require in writing the CONTRACTOR to replace any
of the CONTRACTOR'S on -site personnel in the event that the CITY reasonably determines
such person is disruptive to the Project. The replacement shall be selected by the
CONTRACTOR and approved by the CITY. The CONTRACTOR shall have up to five (5) days
to make a replacement.
31. GRANT OF LICENSE
CONTRACTOR shall grant to CITY a license to use certain computer software
embodied in or associated with the hardware. The hardware and software are itemized in
Exhibit "D". The software is provided to CITY pursuant to the provisions of the Software
Sublicense, attached hereto as Exhibit "E".
32. CONTRACTOR'S DAMAGE LIABILITY
Notwithstanding any other provisions of this Agreement, CONTRACTOR shall in
no event be liable for any damages caused by the CITY'S failure to perform the CITY'S
responsibilities or for any incidental, special or consequential damages (even if
CONTRACTOR has been advised of the possibility of such loss or damage.
13
JMP/k/r*rte1/6/5M
33. WAIVERS
No action or inaction by either party shall be interpreted as a `wavier" and no
waiver shall be valid unless it is in writing and signed by the City Administrator.
34. ARBITRATION
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.
35. 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.
36. 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.
REST OF PAGE NOT USED
14
JMPfldnorteV614196
•
•
33. WAIVERS
No action or inaction by either party shall be interpreted as a "wavier" and no
waiver shall be valid unless it is in writing and signed by the City Administrator.
34. ARBITRATION
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.
35. 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.
36. 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.
37. LIMITATION ON LIABILITY
Regardless of the legal or equitable basis of any claim or of actual notice,
neither seller nor seller's suppliers shall be liable for (a) any incidental, indirect, special or
consequential loss or damages, or (b) any damages relating to a claim made against customer
by a third party except for indemnified claims described in Section 11. These limitations shall
remain in full force and effect through any renewal of maintenance and service provided for in
this agreement.
14
JMP/WnorteV6/20/96
38. ENTIRETY
The foregoing, and Exhibits "A" through "F" 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.
NORTEL COMMUNICATIONS SYSTEMS, CITY OF HUNTINGTON BEACH, A
INC. municipal corporation of the State of
California
By:
print name Mayor
ITS: (circle one) Chairman/PresidentNice President
By. APPROVED AS TO FORM:
print name
ITS: (circle one) Secretary/Chief Financial 4 l` 11C City Attorney y�iL 41,
Officer/Asst. Secretary - Treasurer U f
INITIATED AND APPROVED:
ATTEST:
Fire Chief
City Clerk
REVIEWED AND APPROVED:
City Administrator
15
J MPIklnor1eV6/4/96
•
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF F IINTINGTON BEA!QIi ("CUSTOMER")
SCOPE OF WORK ANNEX
NORTEI, shall:
• Install the Hardware and Software listed in Annexes I and 2 at the following location:
7111 Talbert Avenue
Huntington Beach, CA 92648
• Provide and install 64 digital ports for connection to existing digital sets.
• Provide and install the following trunk or circuit ports to interface to the carriers and
existing network:
35 COT
3 T-1
• Use existing database to program Option 61C. Any new Database changes will be
provided at an additional charge via Job Change Order.
• Provide and install 48 analog ports for use with customer provided analog sets, modems or
fax machines.
• Provide and install IPC 300 modem for remote maintenance.
• Provide and install earthquake bracing.
• Provide and install overhead cable kit.
• Provide and install a 8 pon/1 l hour voice mail system.
• Remove existing Option 61 system for return to Nortel per Meridian Select Marketing
Program terms and conditions.
Provide cutover coverage for 1 st day of service.
59603-053 EXHIBIT A
SS/022492 0001/SOW Annex, Page 1 of 2
PURCHASE R MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEM IS INC. ("NORTEL")
CITY OF HUNTINGTON BEACH ("CUSTOMER")
SCOPE OF 'WORK ANNEX
(Continued)
CUSTOMER shall:
• Provide access (conduits, trays, concrete bores) for all cabling to be completed other than
from the switch to the MDF
• Provide cable records with information on cable number, floor plan reference, riser/distri-
bution pair, etc.
• Provide equipment rooms which meet the NORTEL-supplied environmental considerations
• Provide the following equipment:
Masic-on-Hold Source
UPS System
CSL.`'s
All Telephone sets and other Peripheral equipment not described in Annex 1.
S9603-053 EXHIBIT A
SS/022492 0001/SOW Annex, Page 2 of 2
0
V
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY QF H G,,TQN BEACH ("CUSTOMER")
PROJECT SCHEDULE ANNEX (PBX SYSTEM)
The following is a schedule of dates applicable to the installation of the System, and a list of some
key responsibilities for actions necessary to meet those dates. THIS SCHEDULE IS SUBJECT
TO AND DEPENDENT UPON NORTEL AND CUSTOMER COORDINATING THEIR
EFFORTS TO MEET EACH DATE. FAILURE TO MEET ANY DATE MAY CAUSE A DELAY
IN OTHER DATES AND THE SCHEDULE AS A WHOLE.
A.
Initial Customer meeting to discuss. project plar, and database design.
04115/96
B.
Customer shall provide borers of agency to each appropriate telephone operating company requesting
those companies to ft"Cf-t NORTEL as the Customer's agent for matters pertaining to the installation
of the System-
NIA
C.
Customer shall provide floorplans with locations of station sets clearly marked. Each location shall
be individually nombered.
NIA
D.
NORTEL shall specify the environmentals, power and physical space requirements for the room where
the switch component of the Hardwtuc will be located ("the Switchroom").
NIA
E.
Eesin database Collection.
NVA
F.
Complete database collection.
NtA
G.
Customer shall have the Installation Site available to begin cabling. All requirements for access such
a_s boring, conduits, raceways, trenching, and other rights of way must be complete.
NIA
H.
Customer shall have the Switchroom complete and available in accordant with the environmental
standards provided. Commercial power must be available as well as ground and air conditioning.
NIA
1.
Final Date for System tnd station level databasc changes. Customer must sign off on collected
database.
04/30196
J.
Final date for Hardware modifications ("Firm Configuration Date').
04/30/96
K.
NORTEL shall deliver the switch component of the Hardwarc to rho Site and move it to the Switch-
05/03/96
roc,m.
L.
Customer shall provide detailed cable records showing each pair on the Main Distribution Framc
C`MDF') and which pair NORTEL should use for all acts noted on the floorplans (if NORTEL is using
existing cable).
N/A
M.
The final Installation of the Hardware and Software will commence at 5:01pm on this date.
05/05/96
N.
Completion of tnswilation will be on this date.
05/05/96
This date schedule is contingent upon Customer signing this Agreement area providing
requested
credit information by March 29, 1996. Changes to this schedule may result in additional charges
to the Customer and MUST be mutually agreed to by both parties.
S9605.053
S5/030795
0001/ProjSS Annex
EXHIBIT B
•
•
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HUNTIN42TON_BEACH ("CUSTOMER")
PAYMENT SCHEDULE ANNEX (SYSTEM)
The Price shall be due as follows:
Event
25% of the Price within thirty (30) days of the effective date of this
Agreement.
Amount
$29,351.00 (25%)
75% of the Price within, thirty (30) days of the date all items of the
Hardware and Software have been installed (the "Completion of $88,084.00 (75%)
Installation").
S9603.053 EXHIBIT C
SS/022492 00021PSS Annex
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
-CITY OE HUNTINCT N BEA ("CUSTOM-8R.")
HARDWARE/SOFTWARE ANNEX
0 Cabled Stations
0 Prewires
Quantity
E ui mentCo-de
DescriRtion
1
S'Y1016A
MERIDIAN 1 OPTION 61C SYSTEM AC
1
NT8D2I AB
RINGING GENERATOR AC
1
NT8D64CC
EARTHQUAKE BRACING KIT (4 MOD COL)
I
NnD63&.A
OVERHEAD CABLE TRAY JaT
1
QPC414
NETWORK CARD
I
NT8D46A]
SYS MONITOR TO UPS(BEST) CABLE 45 FT
I
NT2K08G-H35
M2008 STANDARD BUSINESS W/DISPLAY ASH
1
AS 1182
PRE-PRINTED FEATURE KEY CAP PKG
1
AS 1082
MERIDIAN MODULAR TELEPHONE USER GUIDE
1
NT8D93AJ
2 PORT SDI UO TO DTF./DCE CABLE 16FT
2
N SD93AIV
2 PORT SDI UO TO DTFJDCE CABLE 48FT
1
NTIR03EV
EXTENSION CABLE, 25 PIN D-SUB
2
AS 1061
PRI PACKAGE
2
NT6D80AB
MULTI -PURPOSE SERIAL DATA LINK
1
SY7020A
MM MOD EC 4-24 PT 11-100 HR AC
1
AS7091
VP8 CARD - FLEXIBLE ASSIGNMENT
6
P0741311
MERIDIAN MAIL VOICE MSG USER GUIDE
4
NT8D02EA
DIGITAL LINE CARD
3
NTSD09AK
ANALOG MESSAGE WAITING LINE CARD
3
NT$DI 5A-K
E&M TRUNK CARD
5
NT81)14BB
UNTVERSALTRUNK CARD
1
NT8D16AB
DIGTTONE RECEIVER CARD
2
NIT6D66I),4
48 MBYTE CALL PROCESSOR CARD
1
NTSD73A:)
INTER -CABINET NETWORK CABLE 6 FT
1
AS7013
MM SINGLE TERMINAL ACCESS PACKAGE
2
NT8D85BB
NETWORK TO PE CABLE 2 FT
2
NT8D79A?B
PRI/DTI TO CLOCK CONTROLLER CABLE 2 FT
2
NT8D79AD
PRUDTI TO CLOCK CONTROLLER CABLE 6 FT
1
NT8D91AF
NETWORK TO CONTROLLER CABLE 10 FT
8
N1ND27AB
MSDL TO UO PANEL CABLE 6 FT
1
NTND26AA
MSDL DCHII INTERFACE CABLE 6FT
2
NT9D18A,k
MODULE SIDE COVER
2
A0383526
DEC 520 TERMINAL
1
IPC30OF
REMOTE MAINT MODEM -
4
NTND26AA
MSDL TO D-CHANNEL CABLE
1
NTSM04TA01011C
COOK 4 CHANNEL ANNOUNCER
1
93024
EPSON FX 870 PRINTER
1
78210
SERIAL INTERFACE CARD
S9603-053
SS/022493
0001/H/S Annex, Page 1 of 2
EXHIBIT D
PURCHASE & MAINTENANCE AGREEMENT
NORTEL COMMUNICATIONS SYSTEMS INC. ("NORTEL")
CITY OF HUNTINGTQN BEA(`J ("CUSTOMER")
HARDWARE/SOFTWARE ANNEX
(Continued)
The features and services which the CUSTOMER shall have available at Cutover are listed below
and shall operate substantially as those features are described, where applicable, in the "Features
and Services Description" portion of Northern Telecom Practices, a copy of which shall be
delivered with the System. The functional description and manner of performance of such features
and service may change from time to time as the result of corrections or improvements. Included
in this Agreement is Customer's Right To Use ("RTU") Northern Telecom Software up to 0
Terminal Numbers ("TN's"}, 8 Meridian Mail ports and N/A Digital Subscriber Loops ("DSLs").
Expansion beyond the specified level may require payment of additional RTU fees.
Ouantaty EquiRmeiat Code Description
3 SW0000G
RTUAIERIDIAN 1 RELEASE 21 BASE S/W
1 SWO028A
RTU/FAST TDS
3 SWO050B
RTU/NE'TWORKING
3 SW0051B
RTU/ISDN NETWORKING
3 SWO052C
RTUIPRIVATE ISDN NETWORKING
3 SW0059B
RTU/NETWORK MESSAGE SERVICES
1 SW0221C
RTU/ACD/MESSAGE PROCESSING
1 SW700OF
RTU/MERIDIAN MAIL RE1 10 BASE SW
I SW7008
RTU/NETWORK MESSAGE SERV SOFTWARE
8 SW7063
RTU/MM FULL SERV PORT LICENSE FEE
2 SW0221C
RTU/ACD MESSAGE PROCESSING
S9603.053
SSl022493
0001/H/S Annex, Page 2 of 2
EXHIBIT D
northein • .
rtt MOM"
ADDENDUM A
MERIDIAN SOFTWARE LICENSE
NORTHERN TELIECOM INC. ("NTIth) TELECOMMUNICATIONS PRODUCTS
:HIS LEGAL DOCUMENT IS A LICENSE AGREEMENT ("LICENSE") BETWEEN YOU, HE ER -USER
("CUSTOMER") AND NORTHERN TELECOM INC- ("NTI"). BY OPENING THE SEALED DISK PACKAGE
WHICH CONTAINS THE SOFTWARE DISKETTE(S), OR BY EXECUTING A CONTRACT FOR PURCHASE OF A
SYSTEM WHICH INCORPORATES THIS USER SOFTWARE AGREEMENT, YOU, THE CUSTOMER, AGREE, To
HE BOUND BY THE TERMS OF THIS LICENSE.
Subjacs to the terms haraiasltaf set forth, NTI vs m to CUSTOMER and/or
ieptesentaclvw, w itk a 'stead to kbow.' a paaoasl. Doa- "elusive license (1)
to use cattaia Lioensod Software, properotary to NM or its suppliers.
ass;hind u an izuepW part of the Hardware; and (2) to instill sad use
each itom of Licemsad Softwwo mol an ivtegrsl part of the Hardware; and
(3) to tree tho masadmiad doaLroewwWoo. CUSTOMER isanted no tide or
ownership tight; in or to the lioeuscd Soliwmv. in whotc or in pare, and
CUSTOMER acknowledges that title to and all ccooppyrights, patenu, trade
accreu and/or any other intellectual properly n'ghu to Lad in all such
Liceased Software and iusoeiated documentatwc re and shall retrain the
propotly of NTI aod/ar NTI's 049tiers. The n*u to We Licensed Software
may be restricted by a w4aea a of Usage d applications based upon cumber
of lines. purnbaa of pores, numb of tamlia] nulnban sarigned, numbs of
users, ar moms siradme ttxaawc. Expansion beyond the specified urge level
mmy require payment of an inrxemcaW chusa or another tisane fee.
NTl eauidirs the Ueepsed Software to contain `trade sacreW of NTl
and/or its suppliers, Such 'trade se-crets' include, wW1out Lirnitsdoo thereto,
the specific design, structurw and logic of individual Lceusd Sofiwaro
program. their iatmramms with other portious of Liotaacd Software. W6
Internal and external, and the Prof--rUct tochniques employed therein.
In order to mai"a the 'wade secret' aratus of the information contained
within the lieeoaod Software, the Liomacd Software it being daliveted to
CUSTOMM in object code lortm only.
NTI or asyy of its suppliers holding Lay intallacumd property rights it, Roy
Licetrsad 5ohware, and/or say third potty owning any tatetlentul property
rights in software from which the Licensed Software was derived, are
wiendcd third party honeficiariw of this Liceasc. All pants of right, to uac
ititellcetud property intended to be Accomplished by /his Lccusc art
exphcitly mated. No other graau of such rights shall be inferred a shall
anse by InvLcatiott.
CUSTOMER warrants to NTI that CUSTOMER is sot purchasing the rights
granted by this Liccnac in anticipation of rawlliag those nghtt.
CUSTOMER shill:
• )fold tho Licensed Software in confidence for the beocfht of Wn and/or
NCI's suppliers using no lest It degree of care tlhan it we to prorcct its
own "hart confidential and vmluAble information; sad
• Keep a current record of the location of each copy of Lictuscd Software
rrtado by it; and
• Use Awh copy of Licensed Saflware only oa a single CPU u a time (for
this prrpom. single CPU "I iaciudo symtema with redundant proosaiiat
units); and
• Affix ra each copy of Licensed Software made by it, in the same forth
and locrioo. a reprvduc ion of the copyright aatiau, tradcmaria. sad all
othm ploprimry legends aed/of Toga of MITI sad/or hTl'm suppliers.
rttibg an the original copy of such Uccnaed Software delivered to
CUSTOMER; and retaia the time without alteration on all original
orpies; and
• lamue inarrucLons to each of its Authorised emplaycea, agents, Lod/or
reprasaatativcm to whom Liccamd Saffwwo is disclosed, advising them of
the confidential oatue of much Uccasod Software and to provide thorn
with a aurninary of the uYd mots of this Uomae; sod
• Mum tbs Liosnadd S�twom and all copies through an Authorixal
Distributor to NII at such rinse as CUSTDMM eheowa to permanently
excise tiring it.
CUSTOMER shall cot:
• Uu. L Oes" Sohtverc (i) for any purpose other their CUSTOMER'+ own
iotcnml btuiaeaa purpomem Aqd fill other than as provided by this Li,taae;
Of
• Allow Laynna othcf than C'USTOMER's empioyecs, ■gent+ sad/ar
rapreseotatives with a 'acrid to know" to have physical access to
Liecataod Software; or
• Make say copics of Liccnsod Software except such limited number of
object endO copies in nhadnioe reedahle farm only. a' may he toMtteNy
neae,lWY for exeeulioo or archival purpows only; of
• Males say friedifttationa, anhancemantat adwi,iou, ar traasladeas to at
of licensed Software, except as mmy teaull from those CUSTOMER
inlonrUfts with the Licensed SPhwam aaseeiaimd with normut use and
explained in tbo as.aa.tad documentation; or
Attempt to r'everee *mincer, disassemble. rcverac translate, deoompits.
or in any Other tmmanm deoode Liooamod Software, in older to derive the
aunt . neck form or for any other means: to
Malta full or partial copies of any doorimostation or other Similar printed
ar trtac#tine•teadahlc "tatter Itravided with Uosesed Software uslesa tine
same has been supplied is a form by NTI sciteaded for periodic
re(ttodas jl of Partial topers; ar
• Fir;w t or mespon Liocased Software and/or a•a+=ad doouascntattoo
from the fifty *sees of the Unilcd Suites and the Disincl of Columbia
• NOTE,- notwithassodiaz the above reLtriaianAk if Customer has licensed
the Licensed Software under a 'ate licanse' option u set foM in
Cuuoatet'a Pntdsaas Agyaa>s►pat, CUAOtIiCr LAmntlloeieed (o "babe a
limited pun*ww of copies of the Licivand Softwens and docurncasu►cm e
mgNvM trdditiona] uaws as apeeifiod is Cumooher's Purchase Apeermai.
CUSTOMER may assign Collectively its rights under dais Liosnse la any
subsequant owner of the hardware, but not otherwise, aublecl to oe
payment of the then current license (cc for new risers, if say. No nigh
assignment shell be valid until CUSTOMHR (1) her delagaied all of its
obligation under this Uconhe to the auigmae; and (2) has obtainad from the
w illma an imeondilional wnitot aesutrgsuon of all such obGgaliona: and (3)
has pvvidod N7I a oePSy of much masigameae, delegation mad utuaaptioe;
and (4) has lrassftured physical posaamon of all Licenaad Software and all
aaaaciatnd dowmimntation to the tarsi nee and demroyed all arctuval eoptes
Except as provided, neither this �csnae nor any righla acgLhrod by
CUSTOMER through this License arc aamignWe, Any ,Nterripced
assitamenl of rights and/or transfer of Licensed Software sot specifically
allowed shall be void and conclusively presumed a material breach of thin
License.
If NTI (j) daima a mtetwW breach of this Ljcense, and (ii) provides wrmtaa
notice of such ddtnod malarial hmach to CUSTOMER amd (aril ohwves
that such claimod rostarial breech remaina uacorrcacd sad/or uarttitigatod
more than thirty (30) days following CUSTOMER'+ mooipt of written aaxx
epecifyia in tnasants6ls dalail the tar lutro of lifts el.imcd material broach,
than CRTOMER acknowledges that this License may be inubcdiuely
ferminated by NTI and CUSTOMER funhcr acknowledges that say such
icniiisation shall be without prejudice to any olhot rights and rcmcdies that
NTI rtay have at law or in oquitY.
EXPRESS LIMITED WARRANTIES FOR ANY TrEM OF LICENSED
SOFTWARE IF ANY, WILL BE SOLELY THOSE GRANTED
DIRECTLY i6 CUSTOMER BY DISTRIBUTOR AS DESCRIB® IN
THE BODY OF THE AGREEMENT TO WHICH THIS LICENSE IS
ATTACHED OA, IN THE CASE OF LICENSED SOFTWARE
130TRIBUTED IN A SEALED IIISK PACKAGE, THOSE WHICH
APPEAR AT THE END OF THIS LICENSE AGREEMENT. OTHER
THAN AS SET FORTH THEREIN, THIS LICENSE DOES NOT
CONFER OR GRANT ANY WARRANTY TO CUSTOMER FROM
Oil T+Y NTI; THE LICENSED SOFTWARE IS PROVIDED BY MI "AS
IS" AND WITHOUT WARRANTY OF ANY KIND OR NATURE,
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(WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR
PURPOSE. THIS LIMITATION OF WARRANTIES WAS -.A
MATERIAL FACTOR IN THIE ESTABLISHMENT OFTHE LICENSE
FEE CHARGED FOR EACH SPECIFIC ITEM OF SOFTWARE
LICENSE[}.
IN NO EVENT WILL NTT AND/OR NTI'S SUPPLIERS AND THEIR
DMECPO" OFFICIUM EMPLOYEM OR AGENTS BE LIABLE TO
OR THROUGH CUSTOMER FOR INCIDENTAL, INDIRECT,
SPECIAL, CONSEQUENTIAL., PUNITIVEy OR EXEMPLARY
DAMAGES OF ANY KIND, INCLUDING LAST 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
Exhibit
0 EXHIBIT 2 •
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
NORTEL Communications Systems Inc. (NCS) has a history of assigning top
priority to a Customer disaster and is dedicated to achieving an expedient
recovery to pre -incident status. The modular design of Northern Telecom's
family of switches and the high level of ongoing production in Raleigh,
North Carolina, Santa Clara, California and Ontario, Canada provide imme-
diate access to the equipment required for a Customer in need.
In an emergency situation, NCS can obtain essential hardware from sources
such as:
if Finished Goods Stock - Materials that have completed the manufac-
turing process and are available for configuration and shipment.
• Production Line Work in Progress - Materials that comprise a com-
pleted system, which could be expedited to Finished Goods; and/or
• Product Shipped But Not Installed - Pre -installation stage hardware
based at another Customer site, which, through negotiation, can be di-
verted for the emergency.
NCS is the largest telecommunications equipment service company in
California. NCS' parent company is Northern Telecom. This is significant
because it means NCS has the size and resources necessary to respond quickly
to a disaster of any type.
NCS will work closely with the Customer to develop a Disaster Recovery
Plan. NCS' commitment to supporting the Customer's Disaster Recovery
Plan will be subject to the terms and conditions of the Service Agreement.
The Service Agreement should be given consideration prior to the
finalization of a Disaster Recovery Plan.
In the event of a disaster, it is the responsibility of the Customer to notify
NCS' Emergency Technical Assistance Service (TAS) at 1800-735-5980 as soon
after the disaster as possible and communicate the severity of the situation to
the Center. The Technical Assistance Service Representative will
immediately activate the Disaster Recovery Team for a prompt response to
your needs.
Exhibit F
081194BP Page I
0
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN j
(Continued)
Fires, floods, tornadoes, earthquakes, lightning, hurricanes... Disasters strike
in many ways, but all can be equally devastating. When a disaster strikes your
facility and cuts service, the results can be far reaching and often frightening.
Critical links to medical, fire and police facilities are severed. Separated
family members cannot communicate. Businesses lose telephone -generated
revenue that can reach millions of dollars.
Following a disaster, nothing will matter more to your business than re-
storing service • a potential lifeline - quickly and efficiently. In the unfor-
tunate event that you should experience a physical disaster which results in
the complete loss of service to your Meridian i switching equipment, NCS
will, upon notification, immediately activate the Disaster Recovery Plan.
NCS and Northern Telecom have a well defined and proven internal process
that is designed to ensure rapid emergency notification, and that establishes
lines of communication and outlines responsibility and accountability for all
procedures. A quick response to telecommunications emergencies results
from contacting the key NCS personnel who oversee and coordinate the
program from start to finish.
The Disaster Recovery Team, made up of representatives from each major
function within the division, is placed on alert and an on -site coordinator is
immediately dispatched to the site to assess the extent of damage to the switch
and facilities.
The on -site coordinator communicates his assessment to the Richardson
coordinator who assembles all team members to formulate the Detailed
Recovery Plan. Each team member has access to appropriate resources to
direct toward the recovery effort.
The primary objective of the Disaster Recovery Plan is to restore your
Northern Telecom switching equipment to complete operational status as
soon as possible. In many cases, a temporary MSL-1 switch can be activated to
offer interim dial tone to critical departments until the entire system can be
replaced.
NCS can provide experts to help assess damage to any equipment component
of a network or node, including damage caused by heat, water, lightning and
chemicals. NCS' engineers can help expedite reroutes and network redesign
to minimize service disruptions.
081194BP Page 2
Exhibit F
0
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
Customer 1. Notifies NCS' Emergency Technical
Assistance Service (TAS) at 1-800-735-5980
as soon after the disaster as possible and
communicates the severity of the situa-
tion.
NCS' TAS Representative 2. Immediately notifies the Director, NCS
TAS.
TAS
Disaster Recovery Team
Members:
TAS
(NCS and NTI)
Service Area
Manager
(NCS and NTI)
Operations
(NCS and NTI)
Engineering
(NCS and NTI)
Manager,
Installation and
Commissioning
(NCS and NTI)
081194BF
3. Immediately activates the Disaster Recov-
ery Team from NCS and NTT.
4. Assembles and identifies the on -site coor-
dinator who is immediately dispatched to
Customer site.
5. Directs the immediate shipment of emer-
gency temporary equipment to Customer
site.
6. Identifies installation and commissioning
personnel who are immediately dis-
patched to Customer site.
Exhibit F
Page 3
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
NCS' On -Site Coordinator 7. Determines the extent of damage and
communicates their assessment to the
Disaster Recovery Team.
B. Directs the 24-hour-per-day, 7-days-per-
week installation and commissioning
activity of the emergency temporary
equipment until basic telephone service is
restored.
9. Directs the 24-hour-per-day, 7-days-per-
week installation and commissioning
activity of the replacement equipment
until permanent service is restored.
The following assumptions are taken into consideration in the implementa-
tion of the Disaster Recovery Plan:
• Complete destruction of all Meridian 1 /SL-100 components, cables, and
MDF. Station equipment is reusable.
Response times are contingent on availability of materials, transporta-
tion, disaster site facilities and/or other contractual obligations.
• Customer is responsible for maintaining current back-up software
(image) on magnetic tape off site. NORTEL Communications Systems
IF
Inc./Northern Telecom recommend a monthly archival practice.
In case of multiple disasters, ita medical centers, and other
public health and safety facilities are given priority.
Customer assumes all time, materials, and travel and living expenses
incurred by NORTEL Communications Systems Inc./Northern
Telecom personnel involved in the recovery effort.
• All decisions affecting Customer's site are made jointly between
Customer, NORTEL Communications Systems Inc. and Northern
Telecom.
082194BP Exhibit F Page 4
•
C:
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
The key to successful recovery from a disaster is Customer's immediate noti-
fication of the NCS Emergency Technical Assistance Service (TAS) at I-800-
735-5980. The severity of the situation must be accurately described to the
center. The Technical Assistance Service Representative will immediately
activate the NCS/NTI Disaster Recovery Team for a prompt response to your
needs, Disaster Recovery activities are billable at then current time and
materials rates.
081194BP Page 5
Exhibit F
0 •
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
DISASTER PLAN
90EPffWffk i16
1.1 The Disaster Plan is a series of actions to be taken in the event of
total destruction or extreme physical damage to an SLA. Such
damage could result from flood, fire, explosion, earthquake,
storm, or other events which could cause damage beyond repair
by ordinary methods. The Disaster Plan applies to situations
where the application of normal maintenance procedures can-
not result in the prompt restoration of service.
R1199-11ifim 0.620
2.1 The objective of the Disaster Plan is the restoration of service in the
shortest possible time,
3.1 Special equipment is maintained for use in the event the Dis-
aster Plan is put into effect. This is an SL-1 switch located at the
Training Center. It is available for immediate use by the Field
Service and Support Department if it is needed for a customer
who is without telephone service as the result of a disaster.
3.2 Approval for shipping the emergency switch must be obtained
from the Vice -President, Field Service and Support. It should be
requested by the Region Operations Manager of the Region in
which the disaster occurred. Should the Vice -President, Field
Service and Support not be available, it may be released for ship-
ment by one of the following:
Vice -President, Sales and Service
Vice -President, Marketing
President, Business Communications Group
061194HP Exhibit; F Page 6
0 0
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued?
14. DTSASTER PROCED RF
4.1 The Disaster procedure requires a number of actions which have
been determined as effective in restoring telephone service to
the customer as quickly as possible. These actions are to be
carried out any time the Disaster Plan is put into effect.
4.2 From the time a report of a disaster is received, there are several
positions within the Company which begin working closely
toward the objective of restoring service:
Vice -President, Service
Region Operations Manager
Manager of Technical Assistance Center
Materials Manager
Service Area Manager
4.3 Anyone receiving a report of a disaster is to relay the informa-
tion immediately to the Operations Manager. This is the point
at which all activity which involves the Disaster Plan begins.
The Operations Manager begins the process by sending a Service
Area Manager and one or more technicians to the site of the
disaster. The Service Area Manager will make an assessment of
the damage and report the extent of the damage to the Branch
Manager. The Operations Manager is to inform the Vice
President, Operations of the situation. The Vice President
evaluates the information and advises the Operations Manager,
making a recommendation as to whether or not the Disaster
Plan should be activated:
4A The responsibility for making the decision to activate the
Disaster Plan belongs to the Operations Manager. The decision
should be based on an evaluation of all available information,
and giving some consideration of the cost to the Company.
081194BP Exhibit Page 7
P'
•
Ll
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued)
4.5 If the decision is to activate the Disaster Plan, the Operations
Manager immediately contacts the Vice -President, Service, for
release of the switch. Written confirmation of the action is then
made by TWX message to the following:
President
Vice -President, Service
Manager of Technical Assistance Center
The TWX message must contain the name of the customer, the
location, and a brief statement of the assessment of damage.
4.6 The Operations Manager contacts the Manager of TAC by tele-
phone and obtains a Commitment for the appropriate number of
engineers to be sent to the site.
4.7 The Service Area Manager instructs the Materials Manager to
expedite shipment of the emergency switch.
4.8 As these activities are proceeding, the Service Area Manager at '
the site prepares a list of materials that will be needed to restore
service. Materials available at the Iocal warehouse are brought
to the site immediately. The remaining materials are requested
from the Materials Manager, who expedites shipment. The
Service Area Manager has the following additional responsibil-
ities:
Notify the associated Telco of the requirements necessary
for restoring service.
Serve as liaison with the customer while service is being
restored.
Coordinate overall activities with the on -site foreman.
Keep the Vice President, Service informed of the progress
of the activities.
0811948f Exhibit r- page 8
NORTEL COMMUNICATIONS SYSTEMS INC.
DISASTER RECOVERY PLAN
(Continued?
4.9 Afier making an assessment of damages and reporting to the
Service Area Manager, the on -site foreman assumes the follow-
ing' responsibilities:
Conduct clean-up operations.
Furnish single -line telephones for temporary service.
Supervise technicians involved in restoring service.
The Disaster Plan continues in effect until full service has been
restored. The Service Area Manager then sends a TWX message
to those outlined in paragraph 4.5, advising them of completion.
0811945P Exhibit F Page 9