Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Resolution No. 8611
9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8611 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AND MANAGED SERVICES CONTRACT BY AND BETWEEN THE CITY OF VERNON AND VERIZON SELECT SERVICES, INC. FOR FIBER OPTIC NETWORK AND MAINTENANCE MANAGEMENT SERVICES WHEREAS, on January 28, 2004, the City Council of the City of Vernon adopted Resolution No. 8345 approving a Request for Proposal ("RFP") for the purchase, installation and maintenance of data equipment, software and related services that would facilitate the development of high speed internet services to businesses located within the City using the existing fiber optic system (hereinafter referred to as the "Optical Fiber Network Project"); and WHEREAS, the RFP was sent and responses were received from ten vendors, all of which were reviewed and evaluated by the Light & Power Department; and WHEREAS, the City Council of the City of Vernon does not intend to accept a proposal based upon the lowest responsible bidder, but will instead make its decision using the "qualification based selection" method for obtaining services; and WHEREAS, the,Light & Power Department found Verizon Select Services Inc. ("Verizon") to be the lowest responsible qualified vendor meeting the City's requirements respecting network implementation and maintenance management services for Optical Fiber Network Project; and WHEREAS, the Finance Committee on December 1, 2004, considered the recommendation of Bruce V. Malkenhorst, Director of Finance, dated November 24, 2004, that an agreement with Verizon be 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 approved and executed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby accepts the proposal of Verizon and approves the Equipment Purchase and Managed Services Contract, a copy of which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: Verizon Select Services Inc. c/o Tulane Hix MC:HQW02125 700 Hidden Ridge Drive Irving, TX 75038 SECTION 5: All other responses in connection with the RFP are rejected, subject to execution of the aforesaid contract documents. - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 15th day of December, 2004. ATTEST: BRUCE V. MALKENHORST, City Clerk EONIS C. MAL URG, Mayor - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ss COUNTY OF LOS ANGELES I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8611, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, December 15, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk 4 - EXHIBIT FAW DRAFT 4 11/18/04 EQUIPMENT_ PURCHASE AND MANAGED SERVICES CONTRACT THIS CONTRACT ("Contract") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this day of December 2004, in the City of Vernon, County of Los Angeles, State of California, BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 ffi RECITALS VERIZON SELECT SERVICES INC. (hereinafter referred to as "Verizon") 2801 Townsgate Road, Suite 200 Thousand Oaks, CA 91361 WHEREAS, the City is constructing an internet system for purposes of aiding businesses within the City of Vernon; and WHEREAS, the City has certain fiber routes which are maintained by City, hereinafter "City Fiber" and has determined that it is necessary to purchase necessary data equipment, software and related services that when integrated with the City Fiber and the City's access to upstream internet service providers, the City would be able to provide high speed internet service to businesses in the City requesting such services; and WHEREAS, Verizon has prepared a proposal dated on or about April 6, 2004 (hereinafter "Proposal') which is hereby incorporated by reference, for the optical transport and internet system network implementation services, hereinafter the "Network Implementation Services" identified in Section 2.2 hereto; and the on -going network monitoring and maintenance services, hereinafter the "Network Management Services" identified in Section 2.3 hereto ; and WHEREAS, Verizon represents that it is qualified, willing and capable of providing the Network Implementation Services and the Network Management Services described in the Proposal on the terms and conditions set forth below; and WHEREAS, Verizon represents that all of the equipment proposed in its Proposal are compatible when used together; and WHEREAS, the City desires to enter into an agreement with Verizon to provide the Network Implementation Services and the Network Management Services more fully described herein, on the terms and conditions set forth below. CH NSTD 1148-04 DRAFT 4 11/18/04 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Services Description. Verizon will provide an Advanced Optical Solution ("AOS' ), consisting of a) Network Implementation Services, and b) Network Management Services. Verizon's additional obligation under this Contract is to act as the Single Point of Contact responsible for the implementation of the network and the on going monitoring, spare management, and maintenance support. In consideration thereof, City agrees to make specified payments under the terms and conditions specified in this Contract. The data equipment and software, hereinafter the "Equipment" purchased by the City, and City owned or operated fiber, as individual elements, are to be integrated as a network, (hereinafter "Network"), capable of delivering optical transport and internet operations to City's end users. The Equipment will connect the City Fiber routes to complete an optical ring connecting several City locations, as shown on "Attachment A-1 ". Verizon shall use reasonable efforts to deliver the Equipment and to complete the Implementation Services by the In -Service Date The term "In -Service Date" is the first day of the Equipment is made available for operational use by the City. 2. Purchase and Sale of the Equipment and related Services. 2.1 Equipment Overview. . Detailed components of the Equipment described in the Verizon Proposal consist of hardware and software supplied by Verizon's vendors Fujitsu Network Communications, Inc. ("FNC") (Attachments A2 and A-4) and Cisco Systems ("Cisco") (Attachment A-3). Verizon may also sell additional Customer Premise Equipment ("CPE") during the initial Term of the Agreement on as City needed basis, as detailed in the "Attachment X% 2.2 Network Implementation Services. Verizon shall sell, and the City shall purchase the Equipment listed in "Attachments A2, A-3, and A-4" hereto upon execution of this Contract. Verizon shall provide Network engineering, project management, design, procurement of Equipment identified in Attachments A-2, A-3 and A-4, delivery, staging, installation and end - to -end testing of the Equipment., as identified in "Attachment A". Verizon shall also provide informal instruction on the installation of the FNC's Atrica network interface devices to City's technical employees engaged in this project. Formal classroom instruction on Cisco and/or Fujitsu products is not included in the pricing set forth herein. 2.3 Network Management Services. The City shall purchase and Verizon shall manage and provide post installation support to the City for daily operations of the Equipment, hereinafter the "Network Management Services". Network Management Services begin on the In Service Date of the Equipment. Such support services consist of the 7x24x365 Technical Assistance Center, Network Operations Center, on -site services with 4-hour response, spares management and the Equipment on -going monitoring and maintenance services, as described in the Network Management Section of the Contract (Section 14). Verizon shall act as the single point of contact on all phases of Network Management Services. 2 CH NSTD 11-18-04 DRAFT 4 11/18/04 2.4 Testing, Delivery. A. Verizon shall inspect the Equipment as it is received by Verizon for delivery to the City, and will reject any Equipment that is defective, with the cost of repair or replacement being the responsibility of Verizon. The City reserves the right to test any and all Equipment, regardless of the results of Verizon' testing. B. Verizon shall obtain and deliver the Equipment to City "Job Sites" identified in Attachment A-1. Verizon is responsible for all costs of full freight, including insurance, to Job Sites. Verizon shall be responsible for delivery and installation. Risk of loss shall pass to the City upon. the In Service Date. The Equipment shall not be removed from these locations without Verizon's prior written consent during the period that Verizon is providing the Network Management Services. 2.5 Change Orders. The City reserves the right to make additions to or deletions from the Equipment and Services being purchased under this Contract. All such changes shall be incorporated in written change orders executed by both parties. Verizon shall advise City if any such change would adversely affect the architecture of the Network and its management or adversely affect the interoperability of the Equipment. Verizon will use reasonable efforts to accommodate City -requested changes in the Equipment prior to the date the Equipment is placed In -Service. The change orders shall specify the changes ordered, the adjustment of prices, delivery schedules and warranties. Any equipment or services added to this Contract under a change order shall be subject to all of the terms and conditions of this Contract. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a change order signed by City and Verizon. Any changes to the Equipment after the In -Service date must be approved in writing by City and Verizon, regardless of whether the change is suggested by City or by Verizon. 3. Fees and Payment. A. Contract Sum. The Contract Sum shall consist of the following: 1) Network Implementation Services. The purchase price for the Network Implementation Services is Six Hundred Thirty-one Thousand, Sixteen Dollars and Seventy-nine cents ($631,016.79), plus applicable sales tax, if a tax exemption certificate is not furnished by the City. 2) Network Management Services. The purchase price for the Network Management Services is Four Hundred Forty Four Thousand, sixty-six Dollars and Thirty Cents ($444,066.30), plus applicable sales tax, if a tax exemption certificate is not furnished by the City. 3) Customer Premise Equipment ("CPE"). The purchase price for future CPE listed in "Attachment A" during the first three years of the Contract Term and to be self -installed is estimated to be Two Hundred forty Nine Thousand Two Hundred Seventy Five Dollars and No Cents ($249,275.00). The Contract Sum total over the first three years is estimated to be ($1,324,358.09). B. Pabent. Verizon shall invoice the City for the following: 1) Network Implementation Services. Verizon shall invoice the City for 100% of Equipment upon delivery and the remainder of the Network Implementation Services shall be invoiced upon City's Acceptance as defined in Section 11. 2) Network Management Services. Verizon shall invoice the City on a monthly recurring charge basis for Network Management Services, as identified in "Attachment B" of the Contract. 3) Customer Premise Equipment CH NSTD 11-18-04 DRAFT 4 11/18/04 purchased in the future shall be invoiced upon delivery.All payments are due within thirty days after the invoice date. Past due amounts shall be subject to a late payment charge equal to the lesser of 1.0% of the payment due per month, but not to exceed the maximum rate allowed by California law. The Monthly Recurring Charges under this Agreement are computed on a calendar month basis and shall be prorated for any partial month. Verizon reserves the right to suspend Services for non-payment after failure to. pay within 10 days after Verizon gives City a notice of non-payment. City is responsible for applicable taxes, tariffs, telecommunication surcharges or other governmental charges due on account of the Service. City agrees either to pay Verizon amounts covering such taxes (as determined by tax authorities) or to provide evidence necessary to sustain an exemption therefrom. C. Disputed Amounts. If City has a reasonable, bona fide dispute as to any amount appearing on an invoice provided by Verizon, then City shall notify Verizon in writing of the disputed amount, and the basis for such dispute, while promptly paying all undisputed amounts. Verizon shall investigate the disputed amount and the parties shall cooperate to promptly resolve such dispute. Verizon shall maintain records and documentation supporting the billable amounts and shall provide such supporting documentation as may be necessary to substantiate the amounts invoiced. D. Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Verizon if Verizon is in default of any of its material obligations under this Contract or the conditions required for payment as set forth in herein have not been satisfied. E. Payment is Not Acceptance. Neither payment by the City nor use of the Equipment by the City shall constitute an acceptance of any equipment, which is found not to be in accordance with the terms of this Contract. F. Taxes. City agrees to pay the Equipment invoices and the Monthly Recurring Charge, including applicable taxes, fees, assessments, permits, and other governmental charges of any kind (including penalties, fines, additions, and interest) imposed thereon or with respect to the Equipment, the ownership, possession, operation, or use of the Equipment, the Services, the payments and earnings arising from the Equipment or this Contract other than taxes based on the net income of Verizon ("Taxes"). Applicable Taxes shall be payable on the same terms as other charges invoiced pursuant to this Contract. G. Payments to Third Parties. Verizon shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. City shall not be billed by any subcontractor performing work on this Contract under the Verizon Network Implementation Services, Network Management Services and CPE purchases. 4. Insurance. Verizon agrees to provide insurance in the amounts and forms specified in "Attachment C", which is attached hereto and made a part hereof by reference. Verizon shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Contract. Verizon shall not commence performance of its work under this Contract until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 4 CH NSTD 11-18-04 DRAFT 4 11/18/04 5. Site Preparation and Safetv. City is responsible for timely site preparation, including, without limitation, power availability at the Job Sites, adequate environmental control and venting, and the fiber and fiber channels. City shall not knowingly expose Verizon personnel to any unsafe working conditions but shall provide a safe working environment for Verizon employees and subcontractors. City agrees that it has the proactive obligation to inform itself of existing conditions in the installation sites, including city/county code requirements. Prior to Verizon commencing installation, and as required by Verizon, City shall at its own expense: a) Obtain any necessary consent from lessors, lenders, or other third parties for the installation, inspection, testing, maintenance, and repair of the Equipment. Any consent provided or obtained shall allow Verizon to perform any activity related to its obligations under this Contract or to the protection of the health and safety of its agents and employees. b) Provide suitable building facilities for the Equipment in accordance with local codes, i.e., ducting, conduit, structural boring, etc. City will be responsible for all cabling, per Verizon specifications, i.e.; inside wire, jacks, entrance cable, in -building cable, riser cables, intra-building cabling etc. City can request Verizon to install cabling, however, a separate contract at additional expense will be required for -the cabling -requirement. City is responsible for providing detailed information concerning existing wiring facilities i.e. MDF, IDF, existing telephone station number, station and jack locations and individual wiring records, for cable and conductors in floors, ceilings, and walls. c) Provide facilities for the Equipment, to include a finished equipment room or other agreed upon space when such room is required for installation of the Equipment, with dedicated ventilating, heating, cooling, humidity, and dust control necessary to. ensure that environmental requirements appropriate for the Equipment are met and take proper steps to protect the Equipment from moisture which could cause damage to the Equipment. d) Provide electrical service, with battery backup for all equipment, with dedicated circuits in equipment and other rooms where required as designated by Verizon. e) Provide metallic grounds with sufficient slack in the Electric Room installed in conformity with the National Electrical Code and applicable local codes. f) Remove existing equipment or cable that interfere with installation of the Equipment. g) Identify and disclose to Verizon concealed equipment, wiring or conditions that might affect the installation of the Equipment. City shall hold Verizon harmless for any claim, damage, or liability resulting from failure to disclose. h) Cooperate with reasonable requests of Verizon for assistance in testing or installation and authorize Verizon to make service requests upon third parties, including the serving Telephone Company for City's network interconnection requirements,. including telephone service for testing purposes where necessary. Third party charges for these services are not included in the price and shall be separately paid by City. i) Allow employees of Verizon free access to the Job Sites at hours consistent with the requirements of installation. j) Designate a point for trash deposit at each site on which the Equipment is to be installed where Verizon will place City owned waste material for removal by City. k) Provide sanitary facilities at the Job Sites for use by Verizon's personnel. 1) Immediately notify Verizon's Project Manager in writing of any anticipated delay in building availability or inability to meet any of the above -listed requirements. 5 CH NSTD 11-18-04 DRAFT 4 11/18/04 6. Fiber Characterization. The City fiber ring Equipment has been designed around the fiber estimates provided by City. Actual fiber characterization, that Verizon may perform prior to installing the Equipment, mayyield different results than the estimates previously provided by City. Verizon shall provide fiber characterization testing, as described in detail in the Statement of Work, which shall be performed by experienced Verizon technicians using advanced measuring equipment. It will test the Cites fiber plant to certify the readiness of the fiber network for the Equipment installation. The test results will determine if the fiber plant is ready for product deployment and identifying any necessary corrective actions. Verizon will notify City in writing if the fiber plant is unsuitable for immediate installation of the Equipment and make requirements known to City to improve, protect, or update the fiber cable plant so that the fiber is within specifications needed to install the Equipment. City will be responsible for correcting any deficiencies in the fiber before Verizon proceeds with the Equipment installation. 7. Project Management. a. Verizon. Verizon shall assign a project manager ("Project Manager") to coordinate the implementation of the Services. The Project Manager shall provide a project plan, after discussions with the City have been finalized, to schedule tasks and completion dates. Verizon's Project Manager will track and report progress of individual tasks within the project plan and communicate via regular meetings with the City's Project Manager. The project plan will indicate the commencement, duration, and milestones (including completion dates) for all installation and testing services connected to the milestones, as applicable. b. Cam. The City's Project Manager shall be ALI NOUR. The City reserves the right, in the City's sole discretion, to replace Mr. NOUR as the City's Project Manager upon notice to Verizon. The Project Manager shall have the authority to represent the City in matters involving this Contract. 8. Security Requirements. All officers, employees, consultants, subcontractors or agents of Verizon who enter onto City's premises in furtherance of this Contract shall comply with City's reasonable rules, regulations and policies concerning security requirements. City shall notify Verizon in writing prior to the commencement of work under this Contract of such rules, regulations, policies and security requirements. All work under this Contract shall be carried out so as not to unduly disrupt City's normal operations. 9. Installation. Verizon shall install the Equipment, on a schedule to be mutually agreed by Verizon and City. All work will be accomplished during Verizon's normal work hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding Verizon holidays, unless otherwise agreed in writing by the parties. If City requests in writing that the Equipment installation work be conducted at other times, Verizon will make reasonable efforts to do so, and City agrees to pay Verizon at its then current applicable overtime labor charges for such work. Verizon shall install the Equipment so that it operates in accordance with generally accepted industry standards and the manufacturer's operating specifications. Prior to releasing the Equipment to City, Verizon shall complete tests in accordance with the applicable installation and the Equipment manuals. Upon City's request, such tests may be performed under the observation of City's designated representative. . 6 CA NSTD 11-18-04 DRAFT 4 11/18/04 10. Delivery of Documentation. On or before the In Service Date, Verizon shall assemble and deliver to City complete copies of all FNC and Cisco documentation, specifications, operating and maintenance data for the installed Equipment. 11. Acceptance. Once the Equipment has been delivered and installed according to the manufacturer's specifications, City shall inspect the Equipment at the time of its installation and shall complete and return to Verizon a Certificate of Acceptance in the form supplied by Verizon unless Section 12 is applicable. 12 Non -Acceptance. City must send a written notice to Verizon within fifteen (15) days of City's receipt of written notice of the In -Service Date specifying the basis supporting the non- acceptance by City. If Non -Acceptance is based in any malfunction of the Equipment, then Verizon will correct such malfunction and resubmit the Certificate of Acceptance. 13 Intentionally Deleted. 14. Network Management Services. City hereby agrees to allow Verizon's personnel, Verizon vendor supplier Fujitsu Network Communications, Inc. ('FNC'), and Cisco Systems ("Cisco') that on -site and remote access to those portions of the Equipment as may be reasonably necessary to enable the applicable provider to perform the Services described under this Contract. Verizon has performed the services of an integrator and will act as a point of contact for City. Verizon's additional obligation under this Contract is to act as billing agent for its vendors including but not limited to FNC and Cisco. 14.1 Cisco Equipment Maintenance. Maintenance of Cisco brand equipment maintenance shall be performed under the Cisco SmartNet® program and the Cisco SmartNet Program Description terms and conditions shall apply to such maintenance. City and Cisco shall execute the SmartNet agreement separately from this Contract. SMARTNET IS PROVIDED DIRECTLY BY CISCO AND VERIZON HAS NO RESPONSIBILITY FOR SUCH SERVICES AND MERELY ACTS AS A BILLING AGENT FOR CISCO. See "Attachment A-3" for the detailed list of Cisco brand equipment in the Network. Cisco brand Equipment will be monitored by INC. 14.2 Fujitsu Equipment Maintenance. Verizon shall manage maintenance services of Fujitsu brand equipment as described in Sections 14.2.1 through 14.2.3 covering FNC elements identified in "Attachments A-2 and A-4". Verizon provided maintenance services begins on the date FNC equipment is placed in service. The maintenance consists of • TAC Service • On -site Support • Network Monitoring and Operations Center Service • Spares Management 7 CH NST) 11-18-04 DRAFT 4 11/18/04 14.2.1 TAC Service. Verizon will provide basic Technical Assistance Center ("TAC") Service from FNC for the INC Equipment. As questions arise, City may place a telephone call to FNC who will establish a City Service, Report ("CSR"). A CSR is defined as the telephone support service, regardless of the number of calls exchanged between City and FNC, necessary to resolve a City Service Report regarding the operation, performance, or maintenance of FNC products in the City's network. TAC telephone support includes: ➢ 7 x 24 x 365 phone access, answered by an INC Dispatcher or TAC Technical Service Engineer ("TSE"), ➢ Escalation to.higher levels of expertise after reasonable investigation time, ➢ Escalation to an applicable Product Support Engineer after reasonable investigation time by Tier II or Tier III TSEs, ➢ Automated escalation notifications to management (e-mail), ■ Overdue CSR state ■ Outage CSR logged ■ Outage CSR change of state ■ Other conditions reflected in FNC's trouble reporting system ➢ Engineering Investigation Request ("EIR"), ➢ Unit Investigation Request ("UIR"), ➢ Automatic monthly call statistic reports, and ➢ Customized reports based on City requirements (within the limits of FNC's database and trouble reporting system) ✓ CSR Reporting ✓ Volume ✓ Status Duration (Open, Addressed, Restored and Closed) If on -site presence of FNC technical personnel is required, the TAC will dispatch support personnel as described in the following Section 14.2.2. 14.2.2 On -site Support As City reports a service -affecting issue to TAC, TAC will evaluate the problem and dispatch a technician to City's premises if necessary. Support personnel will be dispatched to the site within four hours of the decision to dispatch technician(s) to work the issue until TAC personnel can verify that the reported problem has been cleared and that the City has verified the service restoration. Dispatch of on -site support personnel will be made seven days a week, twenty- four hours a day, and 365 days a year. Based on City's network specific requirements, a series of non -service affecting tasks will be developed to test, clean and perform routine preventive maintenance. Correction of minor discrepancies can be scheduled and addressed during the routine preventive maintenance visit. For discrepancies reported that will require taking the network down for a short period of time, the service correction will be scheduled with City in advance in order to minimize the effect on City's operations. City may notify TAC of a specific service request, such as a Move, Add or Change ("MAC"). Evaluation of the request will be initiated and acceptance of such request may 8 CH NSTD 11-18-04 DRAFT 4 11/18/04 involve the parties execution of a Statement of Work describing the work. MAC services shall be scheduled at least 72 hours in advance and will involve additional charges at the then current hourly rates for Moves and Changes. If the service request involves an Add of new equipment, the installation cost will be added to the Verizon Quote for the new equipment. 14.2.3 Monitoring. The TAC provides 24x7x365 monitoring and notification within the City network from a Fujitsu Network Operations Center hereinafter ("NOC") services. NOC services include remote trouble shooting and diagnosis of the Equipment under the FNC maintenance. Any fault or performance errors detected by NOC or an attack or un- authorized access to City network is attempted, a TAC Technical Support Engineer will notify the City of the problem. Performance errors will be handled as provided in Section 14.2. 15. Exclusions. Maintenance Services do not include: a) Wire installation and relocations, these must be *contracted under separate contract/order at additional expense and is not included within the Services offering. b) User training on the CPE on a scheduled basis; c) Services necessitated by accident, casualty, neglect, misuse, intentional acts, or any other than normal use of the Equipment unless necessitated by Verizon's own actions or lack of action; d) Repairs or replacements made necessary by radio frequency interference; electric power disturbances such as spikes, surges, blackouts, brownouts, and sags; fire; lightning; floods; earthquake; excessive moisture or any act or event occurring external to the Equipment which causes, either directly or indirectly, a failure or malfunction in the Equipment, in a private City equipment to which the Equipment is connected, or in the telephone lines, cable, or other equipment connecting the Equipment to the telecommunications equipment of the operating telephone utility. e) Services necessitated by other acts or events which may adversely effect the performance of the Equipment, occasioned by acts of City or any third party, or the use by City or any third party of the Equipment in combination with any other apparatus, device, or other system not supplied or approved as to such combined use by Verizon or the use by City of any part of the Equipment in a manner not intended by the parties hereto or specified by Verizon. f) Repair or maintenance or increase in normal service time resulting from City's failure to provide a suitable environment for the Equipment or any other failure of City to fully perform its responsibilities under this Contract; g) Repair or replacement of City -owned deregulated "black sheath" cable unless specifically included in an the Attachment. h) Loss or recovery of City input data (City is responsible for providing adequate backup of data and for restoring data to repaired equipment.) i) Repair to the City owned City Fiber, unless Verizon damages City Fiber. Maintenance visits necessitated by any event enumerated in this Section shall be charged on a time and material basis at Verizon's prevailing time and material rates and terms. 16. Equipment Operation. During the period while Verizon is providing Network Management Services, City shall operate the Equipment in the manner prescribed by the Equipment 9 CH NSTD 11-18-04 DRAFT 4 11/18/04 manufacturer, and shall not alter or permit the alteration of any of the Equipment or of the telecommunications system software without the prior written consent of Verizon, except for those changes specified in writing by Verizon as intended to be City -initiated, which changes City shall document and promptly make known to Verizon's personnel. If any unauthorized alteration is made, City shall be responsible for any repair necessitated by such alteration at Verizon's then prevailing time and material rates. During the term of the Contract, Verizon in its sole discretion and with City's agreement, may install patches, corrections or updated software to maintain the Equipment in current edition without additional charges to City other than for additional memory capacity hardware and installation where necessary and agreed to by City. 17. Term and Termination. a. This Contract shall terminate thirty six 361months after the City's acceptance of the Network Implementation Services provided by Verizon. At the end of the Term, the parties shall mutually agree in writing on any renewal, including the pricing. This Contract shall become effective as of the date City and Verizon execute this Contract and shall remain in effect for the period set forth in this Section_ unless terminated in accordance with this Contract. b. Either party may terminate this Contract without liability to the other party immediately by written notice in the event the other party (i) materially breaches this Contract and fails to cure such breach within thirty (30) days following written notice thereof, or if such breach cannot reasonably be cured during that time, uses its best efforts to cure such breach as soon as practicable but in any event within sixty (60) days; (ii) engages in fraud, criminal conduct or willful misconduct in connection with the business relationship of the parties; or (iii) becomes in default as described in this Contract, provided, however, that invoiced amounts in good faith dispute and not yet resolved shall not form the basis for a "material breach". In the event this Contract is terminated pursuant to this Section, City shall promptly pay Verizon for the Monthly Recurring Charges up to the date of termination, except in the case of Verizon default. c. City may terminate this Contract without cause upon ninety (90) days prior written notice delivered to Verizon. Upon termination, the City shall pay any outstanding invoices for the Equipment, upgrades or other purchases from Verizon, shall pay for all services rendered by Verizon up to and including the date of termination, shall pay the remainder of the Monthly Recurring Charges up to the next Contract anniversary date and all costs reasonably necessarily incurred by Verizon directly attributable to termination which could not reasonably been avoided and for which Verizon is not otherwise compensated, up to the date of termination. 20. Confidential Information. All documents, specifications, drawings, sketches, data, technical and business information, whether written, oral, or otherwise, and whether in their original forms or combined with other information, which a party designates as confidential and furnishes to the other party hereunder shall be treated as confidential (all hereinafter designated " Confidential Information") by the receiving party and its employees, and shall be the disclosing party's exclusive property. All copies of such Confidential Information in written, graphic, or other tangible forms, as well as Confidential Information stored 10 CH NSTD 11-18-04 DRAFT 4 11/18/04 electronically, shall be returned to the disclosing party promptly upon request. Any documents, records, data, or other proprietary material which must be disclosed by one party to the other party in order to deliver or receive the Services hereunder and which is marked as Confidential Information shall be protected by the receiving party in accordance. with this section. Unless such Confidential Information was previously known to a party free of any obligation to keep it confidential, or has been or is subsequently made public by the owning party or a third party which is free of any obligation to keep it confidential, the Confidential Information (a) shall be kept confidential by each party receiving Confidential Information and its employees, agents, affiliates and subcontractors, collectively the "receiving party", (b) shall not be disclosed by the receiving party to third parties without the prior written consent of the disclosing party, and (c) shall be used by the receiving party only in connection with the Services performed hereunder, and not for any other purpose unless and until agreed in writing by the parties. City and Verizon shall disclose such Confidential Information only as required by law or to employees, consultants and representatives and those of its affiliates with a bona fide need to know, shall inform their employees, agents and subcontractors of their obligations hereunder, and shall take all necessary steps with regard to its employees, agents and subcontractors, by agreement or otherwise, to satisfy fully its obligations under this Section. Each party shall to the extent permitted by law immediately notify the other party of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with that party's legal counsel in responding to any such order or subpoena. Except as required by law, the subpoenaed party may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after the disclosing party's legal counsel has exhausted any lawful and timely appeal or challenge. In addition to any other remedies that it may have at law or in equity, either party shall be entitled to seek a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Confidentiality Section. Both parties acknowledge that in case of such breach or threatened breach of said provisions, the aggrieved party may have no adequate remedy at law, and the aggrieved party shall not be required to post a bond or other security or to prove actual damages. The obligations of this Section shall survive the termination of this Contract for a period of two years. Neither party shall have rights in the Confidential Information of the other party, by license or otherwise, by virtue of its disclosure hereunder. The parties expressly agree that failure to comply with this Section shall constitute a sufficient basis for the aggrieved party to seek injunctive relief for breach of confidentiality or pursue any other right it may have at law or equity. 21. Warranty. a. Verizon warrants that the equipment installed as part of the Equipment shall be new when installed, in good working order, shall conform to all applicable government regulations, statutes and ordinances, and shall comply with all applicable manufacturer specifications for a period of one year from the In -Service Date ("Warranty Period'). Verizon represents and warrants that it will perform the maintenance services in a good and 11 CH NSTD 11-18-04 DRAFT 4 11/18/04 workmanlike manner, and in compliance with any applicable laws. In the event that Verizon's or City's testing reveals that any portion of the Equipment does not meet the manufacturer's specifications or the City identifies any defects in or damage to the Equipment during the Warranty Period, then Verizon shall promptly repair or replace any defective or damaged equipment, or portion thereof. In the event that the maintenance services do not conform to their warranty and City notifies Verizon thereof during the term of this Contract, Verizon will re -perform the affected maintenance services. b. This warranty does not extend to damage to the Equipment caused in whole or in part by City or third parties not affiliated with Verizon through improper storage, installation, operation, maintenance, misuse, neglect, abuse, unauthorized alteration, other vendors' equipment, radio frequency interference, the public network, or interconnection thereto. c. Verizon shall obtain for the benefit of the City, and assign to the City, the manufacturer's warranties for the Equipment and maintenance services. Verizon shall act as City's single point of contact for the enforcement of all such warranties during the Contract term. d. Verizon warrants that it has the authority to enter into this Contract and to perform the Services hereunder, including any authority necessary under any applicable law, statute, regulation or ordinance. VERIZON DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE SERVICE OR EQUIPMENT OR TRANSPORT WILL BE UNINTERRUPTED OR ERROR FREE. VERIZON MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH THE SERVICES, AND CITY UNDERSTANDS AND AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT CITY'S OWN RISK. VERIZON SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO VERIZON'S OR CITY'S TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CITY'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF VERIZON'S NEGLIGENCE. 22. Limitations of Liability. City acknowledges and agrees that: a. VERIZON'S M.AXRVIUM LIABILITY TO CITY FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THIS CONTRACT, WHETHER IN CONTRACT, OR TORT, OR OTHERWISE SHALL NOT EXCEED THE TOTAL FEES PAYABLE BY CITY TO VERIZON FOR THE EQUIPMENT OR THE SERVICES FOR THE MONTH(S) IN WHICH THE EVENT(S) OR CIRCUMSTANCE(S) GIVING RISE TO THE CLAIM(S) OCCURRED. IN NO EVENT WILL VERIZON OR ITS SUPPLIER(S) BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY CITY'S FAILURE TO PERFORM ANY OF ITS RESPONSIBILITIES, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, EVEN IF VERIZON OR ITS SUPPLIER(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. Verizon shall have no liability or responsibility for interoperability or compatibility of all or any portion of City's fiber and/or network with other third -party products or systems not provided by Verizon that City may utilize in conjunction with the Equipment, or to which 12 CH NSTD 11-18-04 DRAFT 4 11/18/04 City may connect its network, or for City's selection, implementation, and maintenance of network security features, or the lack thereof, for which City shall be solely responsible. 23. Limited Software License. Whenever applicable, the quoted charges shall include a nonexclusive license to use operating software programs provided with the Equipment in conjunction with the Equipment for the limited purpose of implementing the Equipment features. All other rights, titles, and interest in and to such software programs shall remain in Verizon or its supplier. City promises not to change or copy the software (except for safeguard or archive copies marked to show Verizon's ownership), nor to make it available to persons who do not need to use it to operate the Equipment. City may be required to execute a software license provided by the manufacturer. 24. Title and Security Interest. Until full payment for the Equipment and installation has been rendered, City grants Verizon a purchase money security interest in the Equipment, agrees to execute all documents necessary to perfect that interest and, to the extent permitted by law, grants Verizon a special power -of -attorney for the purpose of executing the necessary documents. Upon final payment, title shall pass to City and Verizon will release its security interest. City will not grant or convey to any other person or entity a security interest in, or permit placement of a lien on, the Equipment unless and until City has paid Verizon in full for such Equipment and installation. Verizon warrants that title to the Equipment will pass to the City free and clear of all liens, security interests or incumbrances the later of the date of incorporation by installation or upon receipt of full payment by Verizon; further that no seller of any Equipment or portion thereof will retain an interest therein or an encumbrance thereon. 25. Patent, Damages Indemnifications. a) Verizon shall, subject to the conditions and exceptions recited in this section, defend and indemnify City against so much of any suit, action or proceeding ("Claim') alleging that the Equipment in the form supplied by Verizon to City infringes a valid United States patent or valid United States copyright; and Verizon agrees to pay all litigation costs, settlement expenses and reasonable attorney's fees incurred by City in connection with any such Claim. Verizon shall have no obligation for (1) any costs, fees, expenses, or other like payments sustained or incurred by City without Verizon's prior written consent. (2) any Claim arising out of "music on hold" or similar service, (3) any claim arising from Toll Fraud and/or Data theft by either internal or external sources (4) any special, consequential or incidental damages arising out of any such claim. As conditions for the foregoing obligation of indemnity by Verizon, City shall (1) give notice to Verizon, in writing, within fifteen (15) days of receipt of service of any such claim and shall inform Verizon in writing of any subsequent communications regarding the claim, (2) fully cooperate with Verizon in the defense of the claim, and (3) upon Verizon's request provide Verizon with information, and assistance in defending the claim. Verizon shall have sole control of the defense of the claim and of all negotiations for its settlement or compromise. The indemnity obligation of Verizon set out in this Section shall not apply to any claim or infringement that arises from use or operation of the Equipment in combination with third products, materials, City's network or programming of others not provided by Verizon; or any addition to or other modification of the Equipment not made by Verizon. 13 CH NSTD 11-18-04 DRAFT 4 11/18/04 b) Verizon will indemnify and hold the City harmless from liabilities, claims or demands arising out of any personal injury or death or any damage to property to the extent proximately caused by the negligent or willful acts of Verizon's employees, agents or subcontractors in performing services under this Contract. Verizon's obligation with respect to damage to the Equipment is limited to the repair or replacement, at Verizon's option, of the damaged items. The City shall notify Verizon promptly in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Verizon shall assume the defense of the claim. Notwithstanding the foregoing, if the City in its sole discretion elects, City may also participate in the defense of such claims by employing counsel at its own expense, without waiving Verizon's obligation to defend. c) City shall indemnify, defend, and hold Verizon harmless from and against all liability, claims, or demands arising out of any personal injury or property damage caused by the negligent or willful acts of City, its agents, employees, invitees or subcontractors. d) Katz Patents. Notwithstanding anything in this Contract to the contrary, Verizon and its subsidiaries shall not be liable to City or indemnify them for any allegation, assertion, or claims of patent infringement, including contributory infringement or inducement to infringe, of any patents either owned, assigned, or licensable now or hereafter by Ronald A. Katz or Ronald A. Katz Technology Licensing, L.P. or by his or its successors or assigns, or on which Ronald A. Katz is listed as an inventor ("Katz Patents"). 26. Use of City's Purchase Orders. City may issue a purchase order or similar document in conjunction with payments due under this Contract or for future orders of goods and services under this Contract. Such order will become effective only to specify the goods and services ordered when accepted by Verizon and the terms and conditions of such a purchase order or other document issued by City shall otherwise be void and of no force and affect. 27. Hazardous Substances. Except as disclosed in writing to Verizon and acknowledged in writing by Verizon, City certifies that City is not aware of the presence of any asbestos or other hazardous substance, as defined by any applicable state, federal, or local hazardous waste or environmental protection law, as enacted or subsequently amended, at any of City's locations where Verizon is to perform Services pursuant to this Contract. If during the performance of its obligations under this Contract, Verizon employees or agents encounter any such substance, City agrees to take whatever steps necessary, at its own expense, to remove or contain the asbestos or other hazardous substance and to test the premises to ensure that exposure does not exceed the lowest exposure limit for protection of workers. Removal or containment shall comply with all applicable laws or regulations, and Verizon agents and employees shall not be required nor permitted to continue performance under this Contract until the removal or containment has been completed and approved by the appropriate governmental agency and Verizon. Performance obligations under this Contract shall be extended day for day for the delay caused by said cleanup or removal. City's failure to remove or contain hazardous substances shall be sufficient justification for Verizon to terminate this Contract without further liability. In the event of such termination, City agrees to pay all charges incurred performing this Contract until termination. 28. Independent Contractor Relationship. Verizon is an independent contractor under this Contract. The persons provided by Verizon to perform the Services shall not be considered employees of City. All employees, agents, subcontractors and representatives furnished, used, 14 CH NSTD 11-1"4 DRAFT 4 11/18/04 retained or hired by or on behalf of Verizon. Verizon shall at all times during the term of this Contract maintain such supervision, direction and control over its employees, agents and representatives as is consistent with and necessary to preserve its independent contractor status. Except as City may specify in writing, Verizon shall have no authority, express or implied, neither to act on behalf of the City in any capacity whatsoever as an agent nor to bind the City to any obligation whatsoever. 29. Limitation of Actions. No action, regardless of form, arising out of the subject matter of this Contract may be brought by either party more than four (4) years after the cause of action has accrued. The parties waive the right to invoke any different limitation on the bringing of actions provided under state law. 30. Delayed Performance. (a) In the event performance of this Contract, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God, wars, revolution, civil commotion, terrorism, acts of public enemy, embargo, acts of Government in its sovereign capacity, Tabor difficulties, including without limitation, strikes, slowdowns, picketing, or boycotts, unavailability of equipment from vendor, changes requested by City, or any other circumstances beyond the reasonable control and without the fault or negligence of the party affected ("Force Majeure") , the party affected, upon giving prompt written notice to the other party, shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction, or interference (and the other party shall likewise be excused from performance of its obligations on a day-to-day basis until the delay, restriction, or interference has ceased), provided, however, that the party so affected shall use reasonable efforts to avoid or remove such causes of nonperformance and both parties shall proceed whenever such causes of nonperformance are removed or cease. (b) Notwithstanding anything to the contrary contained herein, this paragraph shall in no event relieve City of its obligation to pay the Monthly Recurring Charge for Network Managed Services hereunder as and when due. (c) An extension of the Delivery Time by reason of a Force Majeure shall not justify extra compensation for Verizon for administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially extended by reason of Force Majeure through no fault of Verizon, Verizon shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in Verizon's direct cost resulting from such delay. 31. Default. A. The City shall be in default under this Contract if Verizon gives 30 days written notice thereof to City and such failure is not remedied within 30 days if. (a) City fails to pay when due the full amount of any equipment, time and materials or overtime services invoice, the Monthly Recurring Charge or other sum due hereunder and such failure continues for a period of 30 days;(b) City fails to perform or observe any requirement to be performed or observed by it hereunder, (c) City or any person shall take any action toward City's dissolution or liquidation, or if any proceeding (voluntary or involuntary) is commenced by or against City seeking reorganization, liquidation, dissolution or similar relief and such proceeding has not been contested by City or dismissed within 30 days after it is filed. B. Verizon shall be in default under this Contract if (a) Verizon breaches any material obligation 15 CH NSTD 11-18-04 DRAFT 4 11/18/04 under this Contract and such failure is not remedied within thirty (30) days after City gives written notice thereof to Verizon, or Verizon or any person shall take any action toward Verizon's dissolution or liquidation, or if any proceeding (voluntary or involuntary) is commenced by or against Verizon seeking reorganization, liquidation, dissolution or similar relief and such proceeding has not been contested by Verizon or dismissed within 30 days after it is filed. 32. Remedies. A. Upon default of City, Verizon shall have the right to exercise any one or more of the following remedies: (a) by written notice to City, Verizon may terminate this Contract. (b) declare the aggregate Monthly Recurring Charge for the remaining term of the Contract to be immediately due and payable without notice or demand to City, plus interest on any judgment received by Verizon until such judgment is paid at the highest rate permitted by law ; (c) if the Monthly Recurring Charge payment includes any amount applicable to prepaid maintenance or extended/supplemental warranty coverage for the Equipment, cancel such coverage, and seek a refund directly from the service . provider; (d) City shall also pay any reasonable attorney's fees and costs incurred in connection therewith or otherwise resulting from City's default, the exercise of any of Verizon's rights or remedies hereunder, or collection of amounts due and to become due hereunder. B. Upon default of Verizon, City shall have the following remedies: (a) By written notice to Verizon, City may terminate this Contract. (b) Require Verizon to assign to City the rights to receive maintenance coverage and other services provided by FNC and Cisco. (c) Verizon shall also pay any reasonable attorney's fees and costs incurred in connection therewith or otherwise resulting from Verizon's default. 33. Work Product. a. All finished or unfinished documents, plans, designs, drawings, data, databases, studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared by or for Verizon, its officers, employees, agents specifically for the benefit of the City in the course of performing the obtaining, delivering, and selling to the City the Equipment sold under this Contract (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Verizon or to any other party. Work Product materials shall be delivered to City by Verizon as they are generated. b. Within three (3) business days after any termination of this Contract, Verizon shall deliver to the City all Work Product as defined herein and all Documentation (not previously delivered) pertaining to this Contract and any and all copies thereof, whether in the possession of Verizon or a party engaged by Verizon; provided, however, that solely for its internal auditing purposes, Verizon may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of this Contract. 16 CH NSTD 11-18-04 DRAFT 4 11/18/04 34. Assignment. City may not assign this Contract or transfer City's interest therein without Verizon's written consent and credit verification of the proposed assignee or transferee satisfactory to Verizon in its sole discretion. Verizon may at any time and from time to time assign all or part of its interest in this Contract with City's written consent which shall not be unreasonably withheld, to a Verizon affiliate under common control with Verizon which also possesses the necessary licenses and capabilities to undertake performance of this Contract. 35. Waiver. The failure or delay of a party to insist upon the performance of any provision of this Contract or to exercise any right or privilege granted to it under this Contract, shall not be construed as a waiver of such provision or any provision of this Contract and the same shall continue in full force. To be effective, any waiver of default in the performance must be in writing and any such written waiver shall not be construed to be a waiver of any preceding or subsequent default not specifically described therein. If any action by either party shall require the consent or approval of the other party, the grant of such consent or approval shall not be deemed a consent to or approval of any other action. The various rights and remedies given to or reserved by either party by this Contract or allowed by law shall be cumulative and no delay or omission to exercise any of its rights shall be construed as a waiver of any default or acquiescence therein, nor shall any waiver of any breach or any other provision thereof be considered a condonement of any continuing or subsequent breach of the same provision. 36. Disputes. Each party shall submit in writing to the other all disputes and claims arising under this Contract. Within fifteen (15) days of receipt of such notice, the parties will make reasonable efforts to meet to resolve such claims. If such resolution cannot be achieved within said fifteen (15) day period, the dispute will be escalated to a four (4)-member panel composed of two (2) principals from each of the parties. At least one principal from each party shall be of senior management level and shall have the authority to enter into an agreement resolving the dispute, claim or difference, subject to the approval of the party's board of directors, if necessary. The principals shall meet no more than two (2) days in an effort to negotiate a settlement of the dispute or claim, unless there is unanimous agreement regarding an extension of the negotiating period. In the event the principals are unable to reach a resolution satisfactory to the senior level members of the negotiation panels, then the claim shall be resolved by binding arbitration pursuant to the Commercial Arbitration Rules of JAMS® or another mutually agreeable arbitration service, if JAMS ceases to be available. Each party shall select one arbitrator, and the two selected arbitrators shall together select a third arbitrator to hear the case. Each party shall pay its own costs and fees. The arbitration shall be held in a mutually agreed location and shall be final and binding on them both. Judgment may be entered on any award by any court of competent jurisdiction in Los Angeles County, California. The parties expressly affirm that, in electing arbitration as the means of resolving disputes covered herein, they have waived the right to trial by jury with respect to those disputes. A party that resorts to litigation in derogation of the arbitration agreement shall be liable to the other party for court costs and attorneys' fees to obtain a stay of the litigation, its dismissal, or an order compelling arbitration. 37. Use of Name: Neither party, nor its employees, agents and representatives shall, without the prior written consent in each instance of the other party, use in advertising, publicity or other promotional endeavor, the name of the other party or any of its affiliates, or any of its officers or employees, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by such other party or its affiliates; nor represent, directly or indirectly, that any product or service provided by one party has been approved or endorsed by the 17 CH NSTD 11-18-04 DRAFT 4 11/18/04 other party, nor refer to the existence of this Contract in press releases, advertising or materials distributed to any third party and/or 's prospective customers. 38.Comnliance with Law. Verizon shall strictly observe and comply with all applicable federal, state, and local laws, ordinances, and regulations governing the sale and delivery of the Equipment, including; but not limited to any permit or license requirements of the United States Department of Commerce. 39.Authorizations. Verizon is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 40. Survival. The following provisions shall survive termination of this Contract if applicable: Confidentiality, Warranty (if not expired), Patent and Damages Indemnity, Limitation of Actions, Remedies, Use of Name, Notices, Venue. 41. Notices. All notices required or permitted by this Contract shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail, return receipt requested, or by facsimile transmission during normal business hours, if delivery'is confirmed and- provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a manner specified in this Section to the recipient as set forth below. If a notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one party to the other in writing. CITY: THE CITY OF VERNON Attn: Bruce V. Malkenhorst City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 With a copy to: Ali Nour Fiber Optic System Manager "Project Manager" 4305 Santa Fe Avenue Vernon, CA 90058-0805 VERIZON: VERIZON SELECT SERVICES INC. c/o Tulane Hix MC:HQW02125 700 Hidden Ridge Drive Irving, TX 75038 42. Miscellaneous: a. Venue. This Contract is to be governed and construed according to the substantive law of the California, without regards to its conflicts of law principles. City consents to personal 18 CH NSTD 11-18-04 DRAFT 4 11/18/04 jurisdiction in that state, and specifically in the County of Los Angeles and the parties further agree that proper venue shall be exclusively in a State court serving the County of Los Angeles, California. b. Partial Invalidily. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited or reformed to the extent required to make such provision valid and enforceable and in keeping with the original intent of the parties, or, if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect. c. The section headings in this Contract are for convenience only and do not constitute any part of this Contract and shall not be considered in its interpretation. e. This Contract, including all its attachments, constitutes the entire and exclusive agreement of the parties pertaining to the subject matter of this Contract and supersedes all prior agreements, negotiations, proposals, and representations, whether written or oral, concerning such subject matter. No representations, understanding, agreements, or warranties, express or implied, have been made or relied upon in the making of this Contract other than those specifically set forth herein. f. This Contract may not be changed, modified or waived except as permitted by this Contract or by a written document that is signed by City and Verizon. IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. ATTEST: By: Bruce V. Malkenhorst, City Clerk APPROVED AS TO FORM Eric T. Fresch, City Attorney CITY OF VERNON By: LEONIS C. MALBURG, Mayor 19 CH NSTD 11-1"4 DRAFT 4 11/18/04 VERIZON SELECT SERVICES INC. 2801 Townsgate Westlake Village, CA 91361 B4yped N e4KeiM Puls Title: Regio ales Directovjl� Date: 3 D By: Typed Name: d6rfisVJackson Title: Vice-Pretsioent -Finance Date: ! off f 6yt ATTEST: Lisa IeHewes, Assistant Secretary Attachments: "Attachment A", Equipment Listing/Quote on CPE/Engineering/Installation "Attachment A-1", Project Work Sites/Proposed Network Diagram "Attachment A-2", Fujitsu/Atrica Bill of Materials "Attachment A-3", Cisco ISP Core Bill of Materials "Attachment A-4", Primergy RX300 Server Bill of Materials "Attachment B", Charges for maintenance "Attachment B-1 ", Statement of Work "Attachment C", Insurance Schedule 20 CH NSTD 11-18-04 EXHIBIT City of Vernon and Verizon Optical Transport/Intemet Operation System Contract NETWORK IMPLEMENTATION SERVICES EQUIPMENT BILL OF MATERAL SUMMARY Data Center Equipment Primergy RX300 Server (see Note 1) $ 160,202.59 Cisco ISP Core Equipment (see Note 2) $ 115,507.20 FLASHWAVE 4300 (see Note 3) $ 24,718.00 Atrica A-2101(see Note 3) $ 13,290.00 Atrica A-4100 (see Note 3) $ 67,557.00 Spares (all spares) (see Note3) $ 51,930.00 Technology Center Equipment Pre-Configurated Racks PCD1B710-0821-A002 (Data Ctr.) w/o batteries $ "10,594.00 PCD1 B110-0821 �►002 (Tech Ctr.) w/o batteries $ Notes: 1) See Attachment A-4 for bill of material 2) See Attachment A-3 for bill of material 3) See Attachment A-2 for bill of material ATTACHMENT A ATTACHMENT A PAGE 1 OF 5 City of Vemon and Verizon ATTACHMENT A Optical Netw ork/Intemet Operation System Contract NETWORK IMPLEMENTATION SERVICES Engineering, Fumishinti and Installation ATTACHMENT A PAGE 2OF5 City of Vemon and Verizon ATTACHMENT A Optical Network/Intemet Operation System Contract TOTAL COST FOR NETWORK IMPLEMENTATION SERVICES ATTACHMENT A PAGE 3OF5 City of Vemon and Verizon ATTACHMENT A Optical Transport/Intemet Operation System Contract Customer Premise Equipment (CPE) Annual Purchases CPE Summary Anticipated CPE Purchases per year. City shall order CPEs per limited quantities as customers sign up and connect to the Network. ATTACHMENT A PAGE 4OF5 City of Vemon and Vedzon ATTACHMENT A Optical Transport/Intemet Operation System Contract CONTRACT SUM ATTACHMENT A Page 5 of 5 ATTACHMENT A-1 City of Vernon and Verizon Optical Transport/Internet Operation Systems Contract ATTACHMENT A-1 List ofProiect Work Sites and Proposed Network Diagram Attachment A-1 List of Project Work Sites City of Vernon Ali Nour 4305 Santa Fe Ave, 323-583-8811 City Hall Vernon CA, 90058 City of Vernon Ali Nour 3375 Fruitland Ave, 323-5838811 Fire Station Vernon CA 90058 No. 1 ATTACHMENT A-1 PAGE 1 OF 2 City of Vernon and Verizon Optical Transport/Internet Operation Systems Contract ATTACHMENT A-1 List of Proiect Work Sites and Proposed Network Diagram City of Vernon Non Collapsed Infrastructure E 10/100 or T1- Fire Station No.1 TDM 3376 Fruitland Ave. Atrica100 Fujitsu or Customer 1 installed Fiashwave 4300 & 4500 Catalyst 3550 24p 101100 :theme Radius NMS DS-3 ISP A SONET OC42 Network City Bali 4M Santa Fe Ave. DS-3 electric Cisco 7609 MPLS & OSPF PIX 525 Firewall Ethernet Cisco 3725 BGP4 routers w/OSPF Gigabit x 8 -Ethernet - GBIC SC connectors E-Mai E-Mail WEB DNS DNS WEB SRV Farm Ethernet Connections ISP B Proposed Network Infrastructure - Non Collapsed 06/29/04 City Of Vernon (CA) Rev. A Rick Maynard - Sales Engineer II ATTACHMENT A-1 PAGE 2 OF 2 ATTACHMENT A-2 DDDDDDD� Dw-x - DIDDDD D D �DDD� i j 0 0 9 ���ii 0 �Aj•s•�,, 0 j g O V>;� O O O O jj O -q O O g J>0 O O O p p00'••�_000 �-�00 W ppmpppW O W 0�000� DObN�A� 0 OC t CDDD 'ADD DD47L7(,?DDD n D SZcr;z g gg Q oggUtr 0 0 mg0 mm� = � mp m ws� w Q mmm0 Er � O .g O .a_ m : =m d m o D3 3 m a c mo 3;ormam x— m m m Da v?UJ "tea -0 3 CM n� W 3 C o4�fnD= d1 .�� W � to � N 3 n •_« .. .. n Yl m O W 0 m c i x cx c 3 a� 3 i ? 3 g o m C i Q0 n to ODfA 0 =�pr n � n W y=�� X Oj �' W W Go tl�7 fA W 8 X�01 D N co 308 W o qgT �3 w13m �+ o 00 O to a X� � U 8 = j (Ao O CA N O me 1 V W \ G^ � R' ^D lI X fA fA fA 0 fA EA fA Hi 40 EA &! EA EA fA fA fA 49 to��aa,,Oaa�vt �tJJo w '0 pp�� V NNA W N0V p NwN O �O W_ V V- CA) T N Ci CU N — N N -# N 0 -� O p� M m N N N UI U1 M M .1 h ATTACHMENT A-3 City of Vemon and Verizon ATTACHMENT A-3 Optical Transport/Intemet Operation System Contract Cisco ISP Core Equipment ATTACHMENT A - 3 PAGE 1 OF 1 ATTACHMENT A-4 City of Vemon and Verizon ATTACHMENT A-4 Optical Transport/Intemet Operation System Contract Primergy RX300 Server Summary ATTACHMENT A - 4 PAGE 1 OF 1 EXHIBIT w ATTACHMENT B-1 Equipment Purchase and Managed EXHIBIT B-1 Services Contract STATEMENT OF WORK CITY OF VERNON OPTICAL TRANSPORTANTERNET OPERATION SYSTEM 1. Overview Verizon Select Services Inc ("VSSI") will provide the following services for City. This Statement of Work ("SOW") defines the professional services that VSSI will deliver, and the responsibilities of VSSI and City, as well as the project scope, implementation duration, installation acceptance procedures, and change order procedures. VSSI will perform services at the locations listed in "Exhibit A" to this SOW. The City Single Point of Contact ("SPOC") is: Ali Nour 4305 Santa Fe Ave. Vernon, CA 90058 (323) 583-8811 X316 It is the intent of this SOW to be inclusive in describing services to be performed by VSSI. The pricing submitted with the Proposal reflects the tasks itemized below. VSSI will begin the project process upon mutual execution of the Equipment Purchase and Managed Services Contract ("Contract") and the SOW and receipt of City issued purchase order. VSSI will strive to meet City's schedule requirements; however, actual project dates will be subject to availability of material and resources. The work described under this SOW will start on a date mutually agreeable to City and VSSI. Pricing is based on the following key assumptions. Should these assumptions not be met, changes in project pricing and I or schedule may be required in order to satisfy project objectives. • VSSI and City will review and mutually agree upon the design or solution prior to executing the tasks outlined in this SOW. • VSSI performs installations between the hours of 8:00 A.M. and 5:00 P.M. local time, Monday through Friday, excluding VSSI—observed and local holidays. • City ensures that the current network environment is stable, and that the software revision levels are adequate to support the introduction of the proposed network devices. • City has installed, labeled, tested, and certified internal cabling in each location where VSSI will perform work. • City has a valid network -addressing scheme, and will provide VSSI with sufficient addresses to complete this project. CH 11-09-04 Page 1 of 14 • VSSI will make every reasonable effort to avoid interruption of network service. If it is necessary to interrupt network service, VSSI will endeavor to notify City contact at least 48 hours in advance. • VSSI will perform a Fiber Characterization test before beginning equipment installation if the City has not previously provided the results of a Fiber Characterization test. • VSSI will communicate all fiber route information to City. • The fiber plant terminates at a designated patch panel, will be properly labeled, and accessible at the final destination. • Telephone service is available at all sites for maintenance communications prior to the start and throughout the duration of installation activity in case of medical emergencies • If City does not satisfy the space, power and environmental conditions required for this Equipment, VSSI may charge City additional fees. If key Assumptions are met by City prior to the start daze, VSSI will make every reasonable effort to meet City's requested In -Service date. The ability to meet this date is contingent upon City's willingness to prepare site and cooperate with VSSI. 2. Scope Z.1. Project Purpose The purpose of this project is to install Advanced Optical Solution ("AOS") equipment for City by the requested date. This SOW will define the deliverables and responsibilities of both parties and address implementation time frames and project management highlights. Z.Z. Introduction This Statement of Work (SOW) describes the project organization, objectives, activities and deliverables agreed between VSSI and City. VSSI will deliver an AOS service via the Fujitsu Flashwave platform The AOS service will be designed such that specific City locations receive protected broadband equipment. Z.3. Background City has approved that VSSI deliver the following services to each location: An Optical Equipment Solution over City Fiber between City location A and City location B using the Fujitsu 4300. Objectives To install, engineer and monitor City locations utilizing Fujitsu Flashwave platform City (Location A) CH 11-15-04 Page 2 of 14 City Hall 4305 Santa Fe Ave. Vernon, CA 90058 HVAC and space requirements to be approved by VSSI prior commencement of agreed upon installation date. City (Location B) Fire Station No. 1 3335 Fruitland Ave. Vernon, CA 90058 HVAC and space requirements to be approved by VSSI prior commencement of agreed upon installation date. Z4. Deliverables The specific products and services to be provided under this Statement of Work are described in this section. The hardware and software to be provided by VSSI for the City are defined as follows: ➢ See Attachment A of the Contract for hardware and Software. ➢ Fiber Patch cords SC — SC ➢ Fiber Characterization will be performed prior to system being installed ➢ Project Management J- To ensure timely completion of the service a Verizon project manager will be the SPOC for the installation, testing, transition to the Network Operations Center (`NOC") and the first City -billing period. Fiber Characterization. The City fiber ring Equipment has been designed around the fiber estimates provided by City. Actual fiber characterization that Verizon may perform prior to installing the Equipment, may yield different results than the estimates previously provided by City. The actual results may indicate that incremental equipment must be added by City to make the network operational City may, at its option, order such additional equipment from Verizon and such additional equipment will be added to the "Attachment A" of the Contract Verizon shall provide fiber characterization testing of the City's fiber plant to certify the readiness of the fiber network for the Equipment installation. The test results will determine if the fiber plant is ready for product deployment and identifying any necessary corrective actions. City will be responsible for correcting any deficiencies in the fiber before Verizon proceeds with the Equipment installation. The fiber characterization testing consists of 1) Testing the City's fiber plant; CH 11-15-04 Page 3 of 14 2) Provide a test summary report that captures: a) Fiber span attenuation (link loss); b) Splice and connector event loss and reflectance readings — Optical Time Domain Reflectometer (OTDR); c) Optical Return Loss (ORL); d) Polarization Mode Dispersion (PMD); e) Attenuation profile of the C and L bands when necessary (applicable to amplified DWDM systems using the L band). 3) Provide information necessary to update network diagrams, based on test results. Verizon will notify City if the fiber plant is unsuitable for immediate installation of the Equipment. Verizon will take the following steps: • Make requirements known to City regarding the tested spans' conformance to Telecommunications Industry Association/ Electronic Industries Association (TIA/EIA) standards and Nortel Networks product specifications, where applicable, • Make requirements known to City to improve, protect, or update the fiber cable plant so that the fiber is within specifications needed to install the Equipment. City must fulfill the requirements prior to Verizon proceeding with the Equipment installation. Z S. Scope The scope for Locations A&B— AOS project is defined in terms of products and services delivered to site. This is composed of: ➢ VSSI will provide Fujitsu Flashwave service in a point-to-point configuration to the aforementioned locations. This service will be a managed service, which includes installing, maintaining, and repairing all components of AOS equipment service. ➢ VSSI will install all # fiber patch cords from the Fujitsu Flashwave equipment shelf to the fiber patch panel provided by City. ➢ VSSI will test the -Fujitsu Flashwave equipment end to end. ➢ VSSI will test all Circuits end to end by performing a 24 Hour Bit Error Rate Test. 2.6. Critical Success Factors For the project to be successful, both parties must closely manage the following factors: ➢ Commitment of appropriate resources throughout the project - knowledgeable, team players with sufficient authority to discharge their roles. ➢ Timeliness and responsiveness in providing accurate information and in scheduling services. Adherence to deliverables of co-dependent projects, including all Non -Generally Available products and features. 2. Z Services and Fquilrment List A complete list of the Equipment and software that VSSI will provide is listed in the "Attachment A" of the Contract, and a summary of Network Management Services that VSSI will perform are listed in the "Attachment B" of the Contract. CH 11-15-04 Page 4 of 14 Z8. Special Considerations Off -Hours are defined as other than 8:00 A.M. to 5:00 P.M., Monday through Friday. Off - hours include weekends, as well as VSSI and federally observed holidays. This project does not have off -hours work scheduled. 2.9 Project Milestones VSSI will complete the following project milestones: • Kick-off discussion • Site survey(s) • Fiber Characterization Test • Staging, Pre -configuration, and bum -in • Unit testing • Physical site installation or drop shipment of pre -configured components • Acceptance testing • Documentation Network Equipment configurations, DWDM configurations project meeting minutes, etc.) • Maintenance activation 3. VSSI Responsibilities VSSI will: • Install, connect, figure and test the Equipment to City and VSSI specifications. • Identify a person whose role is Project Manager (PM) and who will serve as VSSI's Single Point of Contact (SPOC) for this project. VSSI's PM will focus on the coordination of products and services from VSSI and their suppliers to deliver the solution described in this SOW. The PM will administer and control the delivery of the overall solution. • Contact City prior to installation in order to confirm site readiness and schedule equipment delivery. • Unpack the network Equipment and accessories necessary for installation. + Secure Equipment: Mount and erect equipment in City's existing equipment area. This activity includes top supporting bays to the existing superstructurelironwork and bottom supporting the equipment bays to the floor. • Populate Equipment chassis with network interface modules. • Verify system power -up, fan or blower operation, operation of network interfaces and status reports of these interfaces, LED status, and run internal diagnostics. • Physically place the network Equipment referenced in "Attachment A" of the Contract in a VSSI provided rack or data cabinet using the rack -mounting hardware. CH 11-15-04 Page 5 of 14 Connect external cabling. This includes Power and Ground leads for "A" and "B" feeds to BDFB / Power Source, Relay Rack / Earth Ground to Water pipe / ground bar, audible and visual alarms to terminal strip / alarm bay, optical fibers to fiber patch panel, DSX 1/3 circuits to DSX patch panel, External Sync (ESI) to Bits clock panel and miscellaneous telemetry alarms to scanner points. VSSI will also connect City -provided riser/backbone and / or horizontal copper and/or fiber optic cabling to Equipment installed by this project. Install and configure software referenced in "Attachment A of the Contract. Document network Equipment configuration, and provide a written copy to City. • Clean up any debris created by VSSI during the installation and place (boxes, packaging material, shipping crates etc.) in City designated location or container at the site. • Preliminary System Administration training on the "HSP Complete" by S. W. software training (provided. by S.W. Software). 4. CITY RESPONSIBILITIES: City will: • Provide a Single Point Of Contact (SPOC) to resolve implementation issues and participate in the kickoff discussion, schedule coordination, and perform acceptance testing. • Prepare the installation site(s) according to the site preparation guidelines provided by VSSI. Complete a Site Installation Checklist for each site and return it to VSSI at least one week prior to the scheduled installation date. A Site Preparation Checklist is attached. • Provide sufficient rack space or other appropriate installation locations for the new hardware. • Provide at least one analog (voice) telephone line near the new hardware (<I5ft), for use during installation. • Be responsible for providing licensed copies of operating system and applications software should they need to be re -installed during the installation. City is responsible for installation or re- installation of any software not provided by VSSI on this project.. • Control all activities associated with existing City equipment, including changes, additions or deletions of devices, made by any non-VSSI provided technicians. • At the time of installation, ensure the network is stable and free of known problems. Any unresolved problems shall be identified prior to the start or work. If VSSI determines these problems may jeopardize the successful installation of this project, VSSI may request, using the change order process, a delay in the schedule until they are resolved. • Resolve all issues associated with wiring and cabling that was not provided by VSSI. • Provide prompt physical and electronic access to all areas / devices where VSSI will install equipment. NOTE: I Wait time in excess of 30 minutes is considered outside the scope of this project and will be billed at the Time and Material rate using the change order process. CH 11-15-04 Page 6 of 14 • Provide required access passwords. • Any and all items which are not specifically described within this scope of work as being provided by or the responsibility of VSSI. • Provide escorted or non -escorted access to the work areas as required. • Provide reasonable security and storage area for all tools, equipment and material at sites. • Provide a detailed network diagram • Provide access for VSSI technicians to all premises and buildings as required to perform this Service • Provide two dedicated 208/220/240V or 110/120V AC/DC circuits each with 20-amp circuit -breaker protection (per circuit and local specific) for rectifiers in Enterprise locations at job start • Confirm AC or DC power will be available at all sites during installation and testing for lighting, electrical tools, and test equipment S. Change Order Procedures VSSI will provide City with a VSSI Change Request Form, (see `Exhibit B'). City may request changes in or additions to the work being provided hereunder by completing the VSSI Change Request Form and VSSI will comply, to the extent feasible, with such requested changes. If VSSI determines that such changes cause an increase or decrease in the cost of or time required for performance of the work, VSSI will advise City thereof and such adjustments shall be reflected in the VSSI Change Request Form. The VSSI Change Request Form shall not become affective unless and until it is agreed upon and executed by City and VSSI. VSSI will begin work in response to the VSSI Change Request Form after the form has been executed and VSSI has received a City Purchase Order for the additional work. 6. Out -of -Scope Services Any services that are not part of this SOW are considered Out -of -Scope and additional charges will apply to them. Out -of -Scope is defined as, but not limited to the following: • Any work requested by City to be performed during Off -Hours is considered premium time, unless specifically provided for within this SOW or related Quote. • Changes in hardwarelsoftware and the introduction of new telecommunications or network technology not included in the original design. • Installation and configuration changes that result from site additions or relocations that were not included in this SOW. CH 11-15-04 Page 7 of 14 • Excessive wait time charges shall apply when VSSI implementation personnel are prevented from performing their assigned tasks for more than one half hour after arriving on site, and as the result of City's failure to provide access or other site readiness issues. • Additional site visits required by implementation personnel as a result of changes in City requirements or other site readiness issues. • If Installation activities are suspended due to the site not being ready, or change to the scope of the job, City will notify VSSI field management when Installation may re -commence. Two week's notice is required by VSSI field management in order to allow scheduling of personnel. Corresponding changes will also be made to the schedule for completion of the job. 7. Terms and Conditions All the work described herein and provided for hereunder shall be performed in accordance with the terms and conditions set forth in the Equipment Purchase and Managed Services Contract. Any changes to the mutually agreed upon SOW may change VSSI's submitted price. Such changes shall be made in accordance with the change order procedures identified in the Contract. VSSI reserves the right to bill City for all costs and materials purchased when work is stopped, delayed, or rescheduled (for more than 45 days) due to a request by City or as a result of a failure of City to meet the responsibilities outlined in this SOW. 8. Testing Testing will signify that the equipment is installed and operational in accordance with manufacturer specifications. As each site is installed, pre -Acceptance testing will be performed at the time of installation, by VSSI and City. If City is unable to participate in the acceptance testing at the time of installation or fails to provide access to facilitate testing, VSSI will perform the acceptance testing to the extent possible and notify City in writing, the results of the tests completed. If City fails to provide access for VSSI to perform acceptance testing, or fails to participate in acceptance testing within 7 days of being notified. by VSSI that a site is ready for acceptance testing, the (se) site(s) shall be deemed accepted by City and will be invoiced as though acceptance testing had been actually performed. In -bay Test: Test Description Verify continuity on all external cabling Audible and Visual alarms to aisle terminal strip / alarm bay Optical fibers to Fiber Patch Panel DSX 1/3 circuits to DSX Patch Panel External Sync (ESI) to Bits Clock Panel Power -up bay verifying each load for "A" and `B" feeds to Power Source per NTP procedures Data -fill each Network Element System CH 11-15-04 Page 8 of 14 End -to -End System Verify Transmission signals for all equipped circuits between each Network Line-up & Test Element site (SLAT): Optical fibers from Optical transmit card to Optical receive card DSX 1/3 circuits from DSX Patch Panel to DSX Patch Panel External Sync (ESI) to Bits Clock Panel Ensure shelf clock setting is valid Force database backups for each network element Checks for traps and/or software errors Acceptance Signatures signify that all deliverables have been completed for the site and that the site meets all the criteria set forth in the acceptance testing(s). This form should be completed as the sites are installed and tested Please see Exhibit E of this SOW. .10. SOWApprovals The undersigned parties each understand and agree that this SOW accurately sets forth the Services that VSSI will provide for City, and is signed by, and on behalf of, City and VSSI. Accepted by City of Vernon Verimn Select Services Inc. Name Name Title Title Date Date Signature Signature CH 11-15-94 Page 9 of 14 Exhibit A - List of Project Work Sites City of Vernon Ali Nour 4305 Santa Fe Avenue 323-583-8811 City Hall City of Vernon Ali Nour 3375 Slauson Avenue 3223-583-8811 Technology CH 11-15-04 Page 10 of 14 Exhibit B - Change Order Request PERSON REQUESTING CHANGE: TELEPHONE No.: DATE OF REQUEST: DESCRIPTION OF REQUEST: (Include details on problem and desired solution) 11VIPACT SUMMARY: (Include estimates regarding additional Time and Costs) ADDITIONAL CHARGES: $ DISPOSITION: (Describe how changes will be implemented if approved) APPROVALS: (Accepted by) This document has been read and approved by the following individuals responsible for its implementation. Work cannot begin until a City purchase order is received by VSSI. City of Vernon Verizon Select Services Inc. Name Name Title Title Date Date Signature Signature CH 11-15-04 Pagt 11 of 14 Exhibit C - Site P re aranon unecKust To be installed at: Address l Address 2 Budding Floor Room/Suite City state Tip Contact Information: Name Phone Fax Prepared by: Name Phone Date Signature: ❑ Conformance with any applicable codes, regulations, and laws, including but not limited to electrical, building, safety, and health. ❑ Appropriate electrical power service is installed and is accessible within three (3) feet of network devices. ❑ A minimum of one (1) 120 VAC / 20AW duplex receptacle per network device. Note: Dual power supplies will require two such receptacles, separately fused. Video systems require 4 non -switched outlets. ❑ Access to demarc/demarc extension (i.e. Frame Relay) and telephone line for remote access via modem is within 5 feet of the network devices. El There is appropriate relay rack, data cabinet, shelf or furniture space available, into or upon which VSSI will install equipment. This includes 2 feet behind, and 3 inches above and below, equipment. Any modification required to accommodate the installation have been completed (cable access holes etc.). Any movement of furniture or fixtures required to permit VSSI's installation or access to equipment have or will be completed before the installation. ❑ All accessories required for rack -mounting (equipment racks, mounting hardware, screws or bolts, cabinets, etc.) are available. ❑ Operation of all communications circuits is verified ❑ An analog (voice) telephone line and number (within 15 feet of the new equipment). is available for use during installation. ❑ The environment is clean and free from excessive dust or debris, is dry (5 to 95% humidity, non - condensing), is of moderate temperature (32 to 104 degrees F), and is well ventilated and illuminated. ❑ The installation location is at least 10 feet away from major sources of electromagnetic interference (EMI), such as photocopiers and fax machines. CH 11-15-04 Page 12 of 14 Exhibit D — City Channel Assignment Total Number of Individual Channels: Notes: Protocols=GigE, OC3-OC192,ESCON, etc. Protection Protected or Unprotected Interface=1310nm or 850 Multi Mode handoffs=62.5 micron or 50 micron Potential Channel Growth or Spare Capacity on Network 0 CH 11-15-04 Page 13 of 14 Exhibit E, Acceptance Form Site Name Acceptance City For VSSI Date Telephone No. I City agrees to accept the entire project when the following issues are resolved City accepts this project except for the following items which are specifically not accepted: CA 11-15-04 Page 14 of 14 EXHIBIT DRAFT 4 11/18/04 Attachment C INSURANCE SCHEDULE Verizon shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I. Coverage and Limits Hazards Automobile Liability Bodily Injury PropertyDamage Each Person Each Accident Each Accident Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory Employers' Liability $ 1,000,000 per employer _ II. Liability General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Independent Contractor $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $5,000,000 $5,000,000 $5,000,000 a. The general liability policy shall contain the following AS A PART OF the standard certificate of insurance: 1. Naming the City of Vernon, its officers, and employees as additional insureds under the policy. 2. Providing the City of Vernon thirty (30) days notice of cancellation of coverage. 3. Providing coverage for all operations under this Contract. 21 CH NSTD 11-18-04 SUPPORTING DOCUMENTS k, REPRINT INVOICE NUMBER. G021302427 INVOICE DATE: 02/13/06 TERMS: UPON RECEIPT REFERENCE: 52653 INVOICE BILL TO: CITY OF VERNON ATTN: MR ALI NOUR 4305 SANTA FE AVE VERNON, CA 90058 CUSTOMER NO. 64579 DESCRIPTION SITE NO:64579001 PO # -1-03S4 REFERENCE VSSI C.Q.I.#-8-1C4YFB/001 TOTAL SYSTEMS PRICE JCO#2 (SEE DETAIL ATTACHMENT) JCO#3 (SEE DETAIL ATTACHMENT) JCO#5 (SEE DETAIL ATTACHMENT) JCO#7 (SEE DETAIL ATTACHMENT) SHIP TO: CITY OF VERNON ATTN: MR ALI HOUR 4305 SANTE FE AVE VERNON, CA 90058 BRANCH: LACE UNIT EXTENDED QUANTITY AMOUNT AMOUNT 1.00 614395.85 614,395-85 1.00 29081.53 29,081.53 1.00 9223.63 9,223.63 1.00 24419.50 24,419.50 1.00 204.80 204.80 y/a FOR ASSISTANCE REGARDING THIS INVOICE, PLEASE CALL 818-871-5738. REMIT TO: VERIZON SELECT SERVICES INC. SUBTOTAL: 677,325.31 P- 0. BOX 101956 TAX: 53,086.89 ATLANTA, GEORGIA 30392 AMOUNT DUE: 730,412.20 PLEASE REFERENCE INVOICE NUMBER WHEN PAYING ** Page 1 of 1 Giron, Nelly From: Orosco, Gloria Sent: Wednesday, February 15, 2006 1:42 PM To: Malkenhorst, Bruce Jr Cc: Enomoto, Kristen; Nour, Ali; Giron, Nelly; Jaunzemis, Dolores; O'Callaghan, Donal Subject: VERIZON SELECT SERVICES (L & P PO #10354) Bruce: Yesterday Ali submitted to you a memo regarding the above referenced vendor AND his original approval of the invoice. When you complete whatever action you need this for will you PLEASE return the invoice to me. This is a L & P PO and the "green" has to be signed by Donal and submitted to the purchasing office (with the approved invoice). This will close out the PO and close our end of the matter. Thank you. P.S. or do you want to sign off on the "green"? Gloria J. Orosco Special Asst. to City Administrator City of Vernon/L & P Admin. Offices Ext. 836 323-826-3613 2/16/2006 BILL TO: CITY OF VERNON ATTN: MR ALI HOUR 4305 SANTA FE AVE VERNON, CA 90058 CUSTOMER NO: 64579 DESCRIPTION REPRINT INVOICE NUMBER: G021302427 INVOICE DATE: 02/13/06 TERMS UPON RECEIPT REFERENCE: 52653 ** INVOICE ** SHIP TO: CITY OF VERNON ATTN: MR ALI NOUR 4305 SANTE FE AVE VERNON, CA 90058 BRANCH: LACE UNIT EXTENDED QUANTITY AMOUNT AMOUNT SITE NO:64579001 PO-.10354 REFERENCE VSSI C.Q.I.#-8-1C4YFB/001 TOTAL SYSTEMS PRICE 1.00 614395.85 614,395.85 JCO#2 (SEE DETAIL ATTACHMENT) 1.00 29081.53 29, 081.53 1# / JCO#3 (SEE DETAIL ATTACHMENT) 1.00 9223.63 9,223.63 JCO##5 (SEE DETAIL ATTACHMENT) ` ,Z 1.00 24419.50 24,419.50 JCO#7 (SEE DETAIL ATTACHMENT) 1.00 204.80 204.80 21 y/a G FOR ASSISTANCE REGARDING THIS INVOICE, PLEASE, CALL 818-871-5738. REMIT TO: VERIZON SELECT SERVICES INC. SUBTOTAL:- 677,325.31 P. O. BOX 101956 TAX: 53,086.89 ATLANTA, GEORGIA 30392 AMOUNT DUE:730,412.20 ** PLEASE REFERENCE INVOICE NUMBER WHEN PAYING ** LIGHT AND POWER DEPARTMENT Y1, INTER -DEPARTMENT MEMORANDUM DATE: February 14, 2006 V"To.. Bruce Malkenhorst, Jr., Acting City Clerk FROM. Ali R. Nour, Fiber Optic and Gas Systems Manager RE: Verizon Select Services, Inc. Contract Completion of the Invoice No. 10354 On January 28, 2004, the City Council adapted Resolution No. 8345 approving a Request for Proposal for the purchase, installation and maintenance of data equipment, software and related services that would facilitate the development of high speed internet services to businesses located within the City using the existing fiber optic system. On December 15, 2004, the City Council adapted Resolution No. 8611 approving equipment purchase and managed services contract by and between the City and Verizon Select Services, Inc. Subsequently, invoice No. 10354 was generated authorizing Verizon Select Services, Inc. to proceed with the installation. Verizon Select Services, Inc. has delivered, installed, configured and tested all equipment and related services as fully described in the Attachment "Aff of the contract and as listed on the attached invoice. I recommend approving their system delivery as complete. I have reviewed Verizon's Select Services, Inc. invoice No. G011901450 for the sum of $730,412.20 and request your approval to make full payment of the invoice amount pursuant to Resolution No. 8611. Should you need additional information, please let me know. Thank you. ARN/ Attachments O n m x z O 1z 'D O C- m 9 N C) CYR z 0 0 m 0 >c N W N O O N CA Co -imocncn -f o;o E-0cc0 4 m n a) ao -1 rr, OpprD- -i C can 0 0 M f1 m .;o z _ m ID 0 OD c O m m m G) z D r p C O m T i-4atim-4-4-J-40 0MMM-4-4( -4-4- -4M-4 � iWA--*'IIWWW W WJaW-'-p"�'pW W'pW W WW�W a C n N 0 O a a w- d t n wP 0 0 0 0 0 0 O 52 ocfl-40�wio0w al (A—W W N4%w Do WoW$W'nN Nw46iANA W O(mMM W-4ch C,) n:t2 � z AtAA00{P W W cOCJtt�t7li�lCh W N UND�pNp�wOD... tji 4 w CA -J N W OD OD N OD N O N C -U:R-u-0M-o Z mrj) c ?.0)�4 n tlat!ltllXx�X CO tA(J)f!)`'s�om.5 C0<—n mmm>"mO-nx"m>"> W DCcQx . RaRc)m sC)M bCD I wi- Cho ��-47a0D�w�T.w�o r2r-0) Q n)000 Tiffin COX am ma fC6:Z C 46 I1O W w WONl13OMr-M 2 xO .Z1� z �NrrWx N N !j m �rn Vil N OD OD 0 0 0 W 4040w w w w yA P�Wv W to N) O) Co (O -4 -4 N CA 0 C" CC) 74 at 7 > -.1 OD O -4 CJS V N al Vv OD at C) " 0 z m z V r nt��<'oC�'omvvm'oNDtnus"'Us�C'�UaC')(n7©n DDO�>CGDXOXOXO jn��c-Zi�o)'CDCOi1� CD Ozc-om aCA amoa<c c�a oo[z�D-{o<o<��o A imZ N�7Z.' CnV?yN-ifnNfntf�tlSO= mcoar-�z4mto0w0>xcC�oycOCO(Dc� 'O�amtmnrnM— vt000C ov000 ow�wrC� CA 'ON N Om -► a> - ^m' -"1 x T i. N �.�i /'1 0 Q m D O C5 z o z > ommOC�-4a. r-<C)<Yg1 -n-n �L :Eog 0mt13 0)M 3w— -I DD <mozoz omG)A0-nc:) nwm�m-4ww tntl��`2CCOQO?�rsz mm>m>m r p 0cnaw �rx xc:m m =a c m � m r m � 'II 'D --4 P � P-B -. fA D z z m z m -n o— -n to to -4 -n m -i xc 0a-oOT s NO 0 m � zu' �;a X w� --n m rrC�cm >D 0 N N to to {9 d! Efl ifl to fA to !fl Efl Efl ffl Et! ti9 to �/1 EA d) EA W w w iAco fA X -4coN s N A AO N [V cn co o a to co 0 0 o a to 0 co a O O O a s a a a ocna o vt o 00 0 0 0 1 1 . I 1 1 1 1 , I 1 1 1 1 000 o a a C) C) 0 CD0 0oa o 0 0 00 0 a o 69rag"Wt0.6ntnfag 4A.F*9WfAj WIOS4>A,W ift4AW4&0% )0)AS A Yn W @ CA da N N V 0 to i 1 ! t 1 1 I 1 1 1 f 1 1 1 1 0 0 0 O C) CA C) C) 0 o ADO OD C)0 0 0 0 0 0 0 0 v , P) oo w N w i i O i O pppp O w W W i {fl try W O m ONo � 74 Q Q f 1 1 1 1 1 Q f O 1 O f N O Co C) 0 0 0 OD O CA O O CD O O a O C) C) C)C) O A f O 1 O o -4 O XXL -4 xL -I S'CO(owcflmco t n�a;-v- �;n z �C 10 D D D -Cy, + O r r- r r Qo+w=.nMC"" m 000 m z $ern Ci r wnr 'z �-DI 3 �n 0 c A 3 � m m m 0 j o ;uM Op$ Oz Z z rn a, w O c rrnn 0 m �j -•NNNNNNN w Ds, -t ;u v 'Q XmOOOMM-1 '- x m Oa 00 �����7�0a w = CD CD G)ommcoom Zm��r'Iwm -q mm -1`SiJ�C7m- -J X W N ;may. nn�DO -i r O < N fr% tm!? m _z -. yin m N 0 9 co tm`rM -{ -r m c m rn r Y v► +n -mlmcfl69-Ve lea fo X N4 o v �a a cn ov m m N m s O w O O W N 6 ZD4.NP R CO s o~o iN ON w W OD co c h w O 0 0) �m m W O O O O O C O O 0o W W w W o OOOC4 p i -PU! RCHASE ORDER THIS PUPCRASE: OFCE:,' ljtjlh'SEF: +,JUaT aPPZAR QrA_l 3NIFNlzn-is a DAMP2109/05 V-VERJEZEW4 SELECT' SERVICES, INC. E-2901 IVANWATE RD. M D -WEBTLME VILLAGE, CA 91361 O. LI(*ff & POWM,,Flgm OpTICS 03/14/05 NO NETWORK impLEmNTATrom 00 SERVICES AS PER THE EllUIRIENT PuFXMASE AND MANASM SEFMICES T AS AePFdA;ED 13Y CITY COUNCIL RESOLLYTIOk CHS PU17CHASE OF T-4rz EAmgmujilr 66.814.79000 ,834.79 LISTED IN A7TNTS sass 00 CHOI 202.000W INSTALL-9).1 It-0,4a" IN A S JB MAL 016.79 TAX 46 762.22 TOTAL W77,779.01 COMM=S YM LOT un,