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Resolution No. 10062I RESOLUTION NO. 10,062 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MANAGED SERVICES CONTRACT BY AND BETWEEN THE CITY 4 OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR MONITORING AND MAINTENANCE SERVICES FOR CITY'S 5 HIGH SPEED INTERNET SERVICE 6 7 WHEREAS, the current Agreement with Verizon Select Services 8 ("Verizon") to provide internet services, hardware and operations 9 management and monitoring services expired in July 2009, under which 10 Verizon acted as billing agent and its subcontractor, Fujitsu Network 11 Communications, Inc. ("Fujitsu"), performed the actual monitoring and 12 maintenance services; and 13 WHEREAS, the Fiber Optic Division of the Light & Power 14 Department has negotiated a new three-year contract to maintain, 15 manage and monitor the high speed broadband network at an annual cost 16 of $127,584.00 with Fujitsu; and 17 WHEREAS, by memo dated September 14, 2009, the Director of 18 Light & Power has recommended that the Managed Services Contract (the 19 "Contract") with Fujitsu be approved for a three-year period in order 20 to continue providing internet services to City businesses and the 21 City Infrastructure; and 22 WHEREAS, the City Council of the City of Vernon has 23 determined that, pursuant to the provisions of subsection (a) of 24 Section 2.27 of the Vernon City Code, it is in the public interest and 25 necessity to enter into an agreement with Fujitsu to facilitate 26 internet services to the City. 27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 28 CITY OF VERNON AS FOLLOWS: 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 1: The City Council of the City of Vernon does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Managed Services Contract with Fujitsu, 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 or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the.purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to -send a fully executed Agreement to: Fujitsu Network Communications, Inc. Attention: Greg Manganello, VP Services 2801 Telecom Parkway Richardson, TX 75082 l / / - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2-0_ 21 22 23 24 25 26 27 28 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and her certification to be entered in the Book of Resolutions of the Council of this City. APPROVED AND ADOPTED this 21st day of September, 2009. AT ST: MANUELA GIRON, City Clerk Name: Hilario Gonzales Title: Mayor /._ - — - 3 - 1 2 3 4 5 6 7 8' 9 10 11 12 13 14 15 16 17 18 19 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 10,062, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, September 21, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of September, 2009, at Vernon, California.' (SEAL) a MANUELA GIRON, City Clerk - 4 - EXHIBIT A 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 21 st day of September, 2009, ("Effective Date") 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 AND Fujitsu Network Communications, Inc. (hereinafter referred to as "Fujitsu") 2801 Telecom Parkway Richardson, TX 75082 RECITALS WHEREAS, the City has certain fiber routes which are maintained by City, hereinafter "City Fiber" and has purchased 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 ("City Network"); and . WHEREAS, in order to support such City Network Fujitsu shall provide on -going monitoring and maintenance services, hereinafter the "Network Services" as set forth Attachment A. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Services Description. 1.1 ujitsu will provide Network Management Services, and CPE and ISP Services requested - by the City and outlined in the Attachment A. Fujitsu's additional obligation under this Contract is to act as the Single Point of Contact responsible for the ongoing monitoring, management, and maintenance support. In consideration thereof, City agrees to make specified payments under the terms and conditions specified in this Contract. 1.2 The City Network includes the data equipment and software set forth in Attachment B — Covered Equipment ("Equipment"), City owned or operated fiber, as individual elements integrated as a network, capable of delivering optical transport and internet operations to City's end users. The term "Equipment" includes FNC Equipment, Cisco Equipment and Nokia Siemens Network Equipment. 1.3 The Equipment is connected to the City Fiber routes to complete an optical ring connecting several City locations, as shown on Attachment C - Locations. COV/FNC (09/09/09) 2. Term and Termination. 2.1 This Contract is valid for three (3) years from the Effective Date and will renew upon written notice of renewal by City. 2.2 Either party may terminate this Contract without liability to the other party 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 Fujitsu for the Annual Recurring Charges prorated up to the date of termination, except in the case of Fujitsu default. 2.3 City may terminate this Contract without cause upon thirty (30) days prior written notice delivered to Fujitsu. Upon termination, the City shall pay any outstanding invoices for the Equipment, upgrades or other purchases from Fujitsu. The City shall further pay for all services rendered by Fujitsu up to and including the date of termination and all costs necessarily incurred by Fujitsu directly attributable to termination which could not reasonably been avoided and for which Fujitsu is not otherwise compensated, up to the date of termination. 3. Fees and Pavment. 3.1 Services Fees. The fees for the Services are set forth in Attachment D. 3.2 Pavment. Fujitsu will submit invoices to the address specified on City's purchase order. Payment terms are net 30 days after the date of invoice. Fujitsu shall invoice the City on an annual recurring charge ("ARC") basis. All payments must be in U.S. dollars. 3.3 All payments are due within thirty (30) days after the invoice date. Past due amounts shall be subject to a late payment charge of one percent (1.0%) of the payment due per year, but not to exceed the maximum rate allowed by California law. The ARC's under this Agreement are computed on an annual basis and shall be prorated for any partial year. Fujitsu reserves the right to suspend Services for non-payment after failure to pay within ten (10) days after Fujitsu gives City a notice of non-payment except in cases covered by Section 3.4 of this Agreement. City is responsible for applicable taxes, tariffs, telecommunication surcharges or other governmental charges due on account of the Service. City agrees either to pay Fujitsu amounts covering such taxes (as determined by tax authorities) or to provide evidence necessary to sustain an exemption therefrom. 3.4 Disputed Amounts. If City has a reasonable, bona fide dispute as to any amount appearing on an invoice provided by Fujitsu, then City shall notify Fujitsu in writing of the disputed amount, and the basis for such dispute, while promptly paying all undisputed amounts. Fujitsu shall investigate the disputed amount and the parties shall cooperate to promptly resolve such dispute. Fujitsu shall maintain records and documentation supporting the billable amounts COV/FNC (09/09/09) 2 and shall provide such supporting documentation as may be necessary to substantiate the amounts invoiced. 3.5 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Fujitsu if Fujitsu is in default, as set forth in Section 15 below. 3.6 Payments to Third Parties. Fujitsu 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 Fujitsu Services and CPE purchases. This Section does not apply to products and services provided by Cisco, Nokia Siemens Network or Pario per Sections 1.4 and 1.5 in Attachment A. 4. Insurance. 4.1 Fujitsu agrees to provide insurance to City in the amounts and forms specified in "Attachment E", which is attached hereto and made a part hereof by reference. Fujitsu shall submit to the City documentation indicating compliance with these minimum requirements no less than five (5) days prior to the beginning of performance under this Contract. Fujitsu 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. Fujitsu shall maintain such insurance coverage as required by this agreement throughout the term of this Contract. 4.2 Fujitsu shall require each of its sub -consultants to maintain insurance coverage which meets all of the requirements of this Agreement. 4.3. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+;VII in the latest edition of Best's Insurance Guide. 4.4 Fujitsu agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Fujitsu's expense, the premium thereon. 4.5 The general liability insurance by use of Certificate of Insurance shall name the City as an additional insured. Fujitsu agrees all policies required under this Agreement cannot be canceled or reduced to levels of coverage or limits below those required herein except on thirty (30) days prior written notice to City. 4.6 The insurance provided by Fujitsu shall be primary to any coverage available to City. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation for claims caused by Fujitsu employees during the course and scope of their activities in relation to the fulfillment of this agreement. There will be no waiver of subrogation for claims which are caused by the sole negligence or willful misconduct of the City. 4.7 Any deductibles or self -insured retentions must be declared to and approved by City. COV/FNC (09/09/09) 3 5. Security Requirements and Work Site Access. 5.1 All officers, employees, consultants, subcontractors or agents of Fujitsu 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 Fujitsu 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. 5.2 Fujitsu shall be given access to City's facilities in order for Fujitsu to accomplish the work called for in this Contract. Fujitsu shall limit such access and use solely to perform work within the scope of this Contract. 6. Eauipment Operation. During the period while Fujitsu is providing Services, City shall operate the Equipment in the manner prescribed by the Equipment 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 Fujitsu, except for those changes specified in writing by Fujitsu as intended to be City -initiated, which changes City shall document and promptly make known to Fujitsu's personnel. If any unauthorized alteration is made, City shall be responsible for any repair necessitated by such alteration at Fujitsu's then prevailing time and material rates. 7. .Confidential Information. To the extent allowed by law, 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. To the extent allowed by law, all copies of such Confidential Information in written, graphic, or other tangible forms, as well as Confidential Information stored 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 parry 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. Except as otherwise required by law, 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 parry", (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 Fujitsu shall disclose such Confidential Information only as required by law or to employees, consultants and representatives and those COV/FNC (09/09/09) 4 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 parry 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 parry 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. 8. Warranty. 8.1 Fujitsu warrants that Services will conform to the Services set forth in Attachment A. 8.2 As City's sole and exclusive warranty remedy, Fujitsu will remedy any non -conforming Services provided to City under this Agreement; provided, City notifies Fujitsu within thirty (30) days after the completion of such non -conforming Services. 8.3 If in Fujitsu's opinion Fujitsu is unable to otherwise remedy the non -conforming Services, Fujitsu may refund the purchase price of the Services paid by City under this Contract. 8.4 THE ABOVE WARRANTY IS FUJITSU SOLE AND EXCLUSIVE WARRANTY FOR THE SERVICES PERFORMED HEREUNDER, AND IS IN LIEU OF ANY AND ALL UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS AND NO OTHER WARRANTY, EXPRESS OR IMPLIED, WILL APPLY. FUJITSU SPECIFICALLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Limitations of Liability. City acknowledges and agrees that: COV/FNC (09/09/09) 9.1 FUJITSU'S MAXIMUM 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 FUJITSU FOR 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 FUJITSU 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 FUJITSU OR ITS SUPPLIER(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 Fujitsu 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 Fujitsu that City may utilize in conjunction with the Equipment, or to which 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. 10. Software License. Software is subject to the terms of the original license for such Software or, if there is no original license, the Software will be subject to Fujitsu's or, as applicable, the third party software manufacturer's standard software licensing terms. 11. Patent, Damages Indemnifications. 11.1 Fujitsu shall have no intellectual property indemnification obligations under this Agreement, since Fujitsu is only providing Services under this Agreement. 11.2 Fujitsu will defend, 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 Fujitsu's employees, agents or __-subcontractors_ in. performing services under -this Contract. _Fujitsu's obligation with respectto damage to the Equipment is limited to the repair or replacement, at Fujitsu's option, of the damaged items. The City shall notify Fujitsu promptly in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Fujitsu 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 Fujitsu's obligation to defend. 12. Hazardous Substances. Except as disclosed in writing to Fujitsu and acknowledged in writing by Fujitsu, City certifies that City is not aware of the presence of any asbestos or other hazardous substance, that would violate any applicable state, federal, or local hazardous waste or environmental protection law, as enacted or subsequently amended, at any of City's locations where Fujitsu is to perform Services pursuant to this Contract. If during the performance of its obligations under this Contract, Fujitsu employees or agents encounter any such substance, City agrees to take COV/FNC (09/09/09) 6 whatever steps necessary, at its own expense, to remedy the violation. Removal or containment shall comply with all applicable laws or regulations, and Fujitsu 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. Performance obligations under this Contract shall be extended day for day for the delay caused by said cleanup or removal. City's failure to remedy a violation shall be sufficient justification for Fujitsu 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. 13. Independent Contractor Relationship. Fujitsu is an independent contractor under this Contract. The persons provided by Fujitsu to perform the Services shall -not be considered employees of City. Fujitsu 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, Fujitsu 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. 14. Delaved Performance. 14.1 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, labor difficulties, including without limitation, strikes, slowdowns, picketing, or boycotts, 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 parry 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 parry 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. 14.2 Notwithstanding anything to the contrary contained herein, Section 14.1 shall not relieve City of its obligation to pay the ARC for Services hereunder as and when due. However, City is not obligated to pay the ARC if Fujitsu is excused from providing Services as allowed under Section 14.1. 14.3 An extension of the Delivery Time by reason of a Force Majeure shall not justify extra compensation for Fujitsu 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 Fujitsu, Fujitsu shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in Fujitsu's direct cost resulting from such delay. COV/FNC (09/09/09) 7 15. Default. 15.1 City shall be in material breach or default of this Contract, if (i) City fails to make timely payment for Services purchased and such breach shall continue for a period of thirty (30) days after receipt of Fujitsu's written notice; or (ii) City fails to perform any other requirement hereunder; or (iii) 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 thirty (30) days after it is filed. 15.2 Fujitsu shall be in default under this Contract if (a) Fujitsu breaches any material obligation under this Contract and such failure is not remedied within thirty (30) days after City gives written notice thereof to Fujitsu, or Fujitsu or any person shall take any action toward Fujitsu's dissolution or liquidation, or if any proceeding (voluntary or involuntary) is commenced by or against Fujitsu seeking reorganization, liquidation, dissolution or similar relief and such proceeding has not been contested by Fujitsu or dismissed within thirty (30) days after it is filed. 16. Remedies. 16.1 Upon default of City, Fujitsu shall have the' right to exercise any one or more of the following remedies: 16.1.1 by written notice to City, Fujitsu may terminate this Contract. 16.1.2 recover interest on any judgment received by Fujitsu until such judgment is paid at the highest rate permitted by law; 16.1.3 if the ARC 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; 16.1.4 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 Fujitsu's rights or remedies hereunder, or collection of amounts due and to become due hereunder. 16.2 Upon default of Fujitsu, City shall have the following remedies: 16.2.1 By written notice to Fujitsu, City may terminate this Contract. 16.2.2 Require Fujitsu to assign to City the rights to receive maintenance coverage and other services provided by Fujitsu and Cisco. 16.2.3 Fujitsu shall also pay any reasonable attorney's fees and costs incurred in connection therewith or otherwise resulting from Fujitsu's default, the exercise of any of City's rights or remedies hereunder, or collection of amounts due and to become due hereunder. COV/FNC (09/09/09) 17. Work Product. 17.1 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 Fujitsu, its officers, employees, agents specifically for the benefit of the City in the course of performing 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 Fujitsu or to any other party. Work Product materials shall be delivered to City by Fujitsu as they are generated. 17.2 Within three (3) business days after any termination of this Contract, Fujitsu 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 Fujitsu or a party engaged by Fujitsu; provided, however, that solely for its internal auditing purposes, Fujitsu may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of this Contract. 18. Assignment. City may not assign this Contract or transfer City's interest therein without Fujitsu's written consent and credit verification of the proposed assignee or transferee satisfactory to Fujitsu in its sole discretion. Fujitsu 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 Fujitsu affiliate under common control with Fujitsu which also possesses the necessary licenses, insurance, and capabilities to undertake performance of this Contract. 19. 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. 20. 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 COV/FNC (09/09/09) 9 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. 21. Publicity: Upon signature execution of this agreement by both parties, either party may, without the consent of the other party, make a public announcement limited to describing the general purpose of the agreement and its estimated duration and value. Except as required by law, neither party may divulge specific quantities, prices, or other terms and conditions of the agreement in any written, electronic, or oral manner without the other party's prior written consent. 22. Authorizations. Fujitsu is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 23. 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. 24. Notices. Any notice, approval, or consent under this Contract. must be in writing and will be deemed given (a) on the day delivered, if delivered personally or by courier, (b) on the day sent, if transmitted by confirmed fax, or (c) on the day receipt is confirmed by "return receipt" if sent by certified mail, return receipt requested; in each case to the address of the respective party shown below, attention Legal Department, or as otherwise indicated. Either party may designate a different place for notice in accordance with this section. 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. COV/FNC (09/09/09) 10 CITY: THE CITY OF VERNON Attn: Donal O'Callaghan City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 FUJITSU: 25. Miscellaneous: With a copy to: Ali Nour Engineering Manager "Project Manager" 4305 Santa Fe Avenue Vernon, CA 90058-0805 FUJITSU Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 25.1 Venue. This Contract is to be governed and construed according to the substantive law of the State of California, without regards to its conflicts of law principles. City consents to personal 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. 25.2 Severability. If a court or other competent authority having final jurisdiction determines that any provision in this agreement is entirely or partially void, illegal, or unenforceable, then all other provisions of this agreement remain in full force. If the void, illegal, or unenforceable provision is essential to the interpretation of material rights or obligations of either party, the parties will make every reasonable effort to negotiate a valid and enforceable replacement as promptly as possible. 25.3 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. 25.4 This Contract, including all its attachments, constitutes the entire 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. 25.5 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 Fujitsu. COV/FNC (09/09/09) 11 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. FUJITSU,NF,.TWORK COMMUNICATIONS, INC By: •fV Name: eg ganllo Title: Vice President, Services Date: /o�a9 COV/FNC (09/09/09) 12 CITY OF VERNON Mayor / Mayor Pro -Tern ATTEST: Manuela Giron, City Clerk APPROVED AS TO FORM Laurence S. Wiener, City Attorney ATTACHMENT A NETWORK SERVICES City hereby agrees to allow Fujitsu's personnel, and Fujitsu third parry vendor(s) 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. 1, NETWORK MANAGEMENT SERVICES 1.1 The Fees for this Section are set forth in Attachment D, TABLE 1. 1.2 Service Descriptions 1.2.1 Repair and Return. (Fujitsu ONLI) 1.2.1.1 Scope of this Service. During the applicable term of this Service, Fujitsu will repair or replace any qualifying equipment, component, or hardware (individually or collectively "equipment") that is part of the covered Equipment (e.g. "FLASHWAVEO' 4xxx" family or "entire network"), set forth in Attachment B-2, that does not materially conform to Fujitsu's specifications. 1.2.1.2 Repair, or No Trouble Found. This Service is for repair or replacement of Equipment only, it does not include updating software and Fujitsu will not, under any circumstances, have any liability or obligation for any City data contained in or on any equipment sent to Fujitsu for repair. Fujitsu will test returned Equipment against Fujitsu's applicable specifications. If Fujitsu determines that it is unable to repair the returned equipment, Fujitsu will replace the equipment provided similar equipment is available or provide the City with functionally equivalent Equipment. 1.2.2 Basic Software Support. (Fujitsu ONLY) 1.2.2.1 Fujitsu's Software Release Numbering Scheme. Release levels for each software Product are identified as follows: Rx.y.z where: R = Release x = an integer that changes when the software Release contains what Fujitsu, in its sole discretion, defines as significant feature or functionality enhancements. The right to use (RTU) license for an "z" level Release must be purchased. y = an integer that changes when the software Release contains what Fujitsu, in its sole discretion, defines as feature or functionality changes that are not t FLASHWAVe is a trademark of Fujitsu Network Communications, Inc. (USA) All Rights Reserved. COV/FNC (09/09/09) Attachment A 13 significant enough to initiate an "z" level integer change. The RTU license for a "y" level Release may, at Fujitsu's sole discretion, be provided at no additional charge or it may be chargeable. z = an integer that changes when the software Release contains what Fujitsu, in its sole discretion, defines as a fix or work around for one or more non - conformances of the then current release with the applicable specification for the software, or when other modifications to the software are made to make it perform more efficiently or effectively. Such releases may, but usually will not, include additional features or functionality. All software and documentation furnished to City are licensed Products. 1.2.2.2 Support provided at No Additional Charge. Fujitsu will, at no additional charge to City, grant City the RTU license for "z" level Releases of software Products that City has previously paid Fujitsu the applicable license fee for. 1.2.2.3 Release Level of Similar Software For Additional Units of the Same Products. Unless City purchases and maintains a Service that includes software feature/function updates, as described in the Description of Services document, or until City is required to upgrade to a current Release level as set forth below, all additional copies of any software Product licensed by City after the initial copy of that software Product licensed under this agreement will remain at the same "x" level Release., 1.2.2.4 Software Updates. City will be sent automatic email announcements of software update availability. City is responsible for requesting and installing all eligible software updates. Software updates, as determined by Fujitsu, may be made available for download from an Fujitsu website or provided on CD. 1.2.2.5 Length of Time "v" and 'Y' Level Software Updates are Available. Fujitsu -will provide -technical -support, and order availability for any particular_"x" level Release of a software Product for at least two (2) years after the next "x" level Release of that software Product becomes generally available unless Fujitsu, in its sole discretion, discontinues development of feature or functionality enhancements for the particular software Product, then Fujitsu will provide technical support until Fujitsu "manufacture discontinues" the Product. Usually a new "x" level Release will be issued within twelve (12) months after the date the last "x" level Release was made generally available but Fujitsu makes no commitment or guarantee on the frequency of any level of Release. " y " or "z" level Releases to a particular "x" level Release may be issued at any time. 1.2.2.6 MandatoryUpdate to Then Current "x" Level Release. If City has not purchased the RTU license for a subsequent "x" level Release before the support period defined above has expired for the "x" level Release then being used by City no further Product shipments or technical support will be available for that COV/FNC (09/09/09) Attachment A 14 "x" level Release and City will have to pay the then applicable charge to update the software to the then current "x" level Release in order to continue receiving Product shipments and technical support. 1.2.3 Support Services Fujitsu will provide Support Service for the Equipment. As questions arise, City may place a telephone call to Fujitsu who will establish a Customer Service Report ("CSR"). A CSR is defined as the telephone support service, regardless of the number of calls exchanged between City and Fujitsu, necessary to resolve a Customer Service Report regarding the operation, performance, or maintenance of products in the City's network. NOC telephone support includes: ➢ 7 x 24 x 365 phone access, answered by an Fujitsu Dispatcher or Network Operation Center ("NOC") 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 Fujitsu's trouble reporting system ➢ Engmi eering Investigation Request for Fujitsu Equipment ONLY ("EIR"), ➢ Unit Investigation Request for Fujitsu Equipment ONLY ("UIR'), ➢ Automatic monthly call statistic reports, and ➢ Customized reports based on City requirements (within the limits of Fujitsu's database and trouble reporting system) ■ CSR Reporting ✓ Volume Status ✓ Duration (Open, Addressed, Restored and Closed) If on -site presence of Fujitsu technical personnel is required, the NOC will dispatch support personnel as described in the following Section 1.2.5, below. 1.2.4 Monitoring. The NOC provides 24x7x365 monitoring and notification within the City network COV/FNC (09/09/09) Attachment A 15 from a Fujitsu NOC services. NOC services include remote trouble shooting and diagnosis of the Equipment under the Fujitsu maintenance. Any fault or performance errors detected by NOC or an attack or un-authorized access to City network is attempted, a NOC TSE will notify the City of the problem. 1.2.5 On -Site Support. . As City reports a service -affecting issue to NOC, NOC 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 NOC 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 NOC 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 involve the parties' execution of a Statement of Work describing the work. Remote MAC services shall be scheduled with the City at least seventy-two (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. A quote will be developed for any new equipment. -1.3 Fujitsu Equipment - All of the Services set forth in Section 1 above will apply to all the Equipment set forth in Attachment B-1. 1.4 NSN Equipment "NSN Equipment" shall mean the equipment set forth in Attachment B-2 and shall be maintained by Pario under Pario's direct agreement with the City. Fujitsu shall perform the Services set forth in Section 1.2.3,1.2.4, and 1.2.5 above, for the NCN Equipment. 1.5 Cisco Equipment "Cisco Equipment" shall mean the equipment set forth in Attachment B-3 and shall be maintained under the City owned Cisco SmartNet® program and the Cisco SmartNet Program Description terms and conditions shall apply to such maintenance. Fujitsu shall perform the COV/FNC (09/09/09) Attachment A 16 Services set forth in Section 1.2.3,1.2.4, and 1.2.5, above, for the Cisco Equipment. 2. CPE AND ADDITIONAL ISP SERVICES 2.1 The Fees for this Section are set forth in Attachment D, TABLE 2. 2.2 Description of Services 2.2.1 Telephone Service Fujitsu will provide first level technical support ("Help Desk"), able to provide routine troubleshooting, ticket handling, escalation, and second level problem analysis services, utilizing a shared help desk model. Hours of operation shall be 24 hours per day, 7 days per week (including holidays). Access by City's end -users will be via an Fujitsu - provided toll free telephone number. ➢ The target monthly average speed of answer (ASA) for support calls will be 60 seconds or less. ➢ The target monthly average handle time (AHT) for support calls will be 12 minutes or less. ➢ The target monthly abandon rate will be 6% or less. If the Help Desk determines that it is unable to resolve the issue over the phone, or within a reasonable time frame (assumed to be 8 to 10 minutes), the issue will be passed to second level support for resolution provided second level support ("NOC Services") has been separately contracted for and is then in effect. In some cases, issues may be referred to the City's technicians for resolution through on -site visits to the end -user and other trouble shooting procedures as may be required at the end -user location. 2.2.2 Software,Support The Help Desk will also perform first level support for Internet Browser software as listed below and configuration questions in support of the City's service delivery to its end -users. ➢ Internet Explorer (current version 2) ➢ Netscape (current version -2) ➢ PLESK application: o Apache (freeware) for Web service o MTA (bundled software with Linux OS) for SMTP Relay service o BIND (bundled software with Linux OS) for DNS service COV/FNC (09/09/09) Attachment A 17 2.2.3 Hardware Support The Help Desk will perform first level hardware support in support of the City's service delivery to its end -users. First level hardware support consists of the diagnosis and troubleshooting of supported routine hardware issues remotely. If the Help Desk determines that it is unable to resolve the issue over the phone, or within a reasonable time frame, the issue will be passed to second level support for resolution provided second level support NOC Services has been separately contracted for and is then in effect. In some cases, issues may be referred to the City's technicians for resolution through on -site visits to the end -user and other trouble shooting procedures as may be required at the end -user location. 2.2.4 Network Support The Help Desk will perform nominal network troubleshooting. ➢ Trace routes ➢ Pinging of servers If the Help Desk determines that it is unable to resolve the issue over the phone, or within a reasonable time frame, the issue will be passed to second level- support for resolution provided second level support NOC Services have been separately contracted for and are then in effect. 3. EXCLUSIONS. Maintenance Services do not include: 3.1 Wire installation and relocations, these must be contracted under separate_ contract/order at additional expense and is not included within the Services offering. __ _ -__ 3.2 User -training on the CPE-on-a scheduled basis; 3.3 Services necessitated by accident, casualty, neglect, misuse, intentional acts, or any other than normal use. of the Equipment unless necessitated by Fujitsu's own actions or lack of action; 3.4 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. 3.5 Services necessitated by other acts or events which may adversely effect the performance COV/FNC (09/09/09) Attachment A 18 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 Fujitsu or the use by City of any part of the Equipment in a manner not intended by the parties hereto or specified by Fujitsu. 3.6 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; 3.7 Repair or replacement of City -owned deregulated "black sheath" cable unless specifically included in the Attachment. 3.8 Loss or recovery of City input data (City is responsible for providing adequate backup of data and for restoring data to repaired equipment.) 3.9 Repair to the City owned City Fiber, unless Fujitsu damages City Fiber. Maintenance visits necessitated by any event enumerated in this Section shall be charged on a time and material basis at the rates set forth in Attachment D. COVNNC (09/09/09) Attachment A 19 ATTACHMENT B COVERED EQUIPMENT Attachment B-1 Fujitsu Covered Equipment Attachment B-2 Nokia Siemens Network Covered Equipment Attachment B-3 Cisco Covered Equipment COV/FNC (09/09/09) Attachment B 20 N wj rl=_Mr=m__M= mm�ffiz -1- �� 7� MEN i q PRIMERGY RX300 SERVER SUMMARY I PrimeCenter with rack & 7 Primergy Servers include 3-yr extended warranty, install & 7 Red Hat Enterprise Linux ES 2.1; Standard Edition HSP Complete by Swsoft 100 user License and install I Automated tape backup and recovery system Tape Management System: STK L20 rack device: 1/2 populated (1 LT02 drive with 10 slots): 20 LT02 20OGB cartridges: Cleaning Kit and Library software Veritas NetBackup (1 Solaris Master Backup License; 7 Linux Client Licenses) PREVIEPOWER 200 NetBackup Master Server Installation Services DATA EQUIPMENT CABINETS FOR THE TWO SITES ` 3 MET �E i i '(City• batteries COV/FNC (09/09/09) Attachment B-1 23 as ON 1011111101111111 O O .-y tA O O O` O O O O o O O O— O O O O O O O O O O O O O O E-� F-� F+ d d d ATTACHMENT B-3 CISCO COVERED EQUIPMENT 3700 Series, 2-Slot, Dual FE, Multiservice Access Router 2 Cisco 3725 Ser IOS IP/FW/IDS PLUS IPSEC 3DES 2 32 to 128MB Cisco 3700 Compact Flash factory upgrade 2 1-Port DS3 ATM Network Module 2 Power Cord, 110V 2 148V (360W) power supply for EtherSwitch Modules 2 Cisco Access Router Mgr vl.I RTU 2 7609 Chassis Bundles 1 Cisco 7609 9-slot, Redundant System, 2 SUP720-3BXL and 2 PS 1 Supervisor Engine 720-3BXL 1 Cat6500 Sup720 Compact Flash Mem 256MB 1 Supervisor Engine 720-3BXL 1 Cat6500 Sup720 Compact Flash Mem 256MB 1 4000Watt AC Power Supply for US (cable attached) 2 Cisco 7600-SUP726 IOS ADV IP W/MPLS/IPV6/SSH/3DES 1 Cisco 7600 Internet Router Mgr v3.1 - 7600 RTU 1 F1exWAN Module for Cisco 7600 / Catalyst. 6000 1 2 Port T3 Serial Port Adapter Enhanced 1 Catalyst 6000 8-port GE, Enhanced QoS (Req. GBICs) 1 Catalyst 6500 48-port 10/100/1000 GE Mod., RJ-45 1 1000BASE-SX Short Wavelength GBIC (1vlultim6de only) 4 PIX 525-UR Bundle (Chassis,Unrestricted SW,2 FE Ports,VAC+) 1 Power Cord,I IOV 1 PIX 525/535 3DES/AES VPN/SSH/SSL encryption license 1 PIX v6.3 Software for the 515E, 525 and 535 Chassis 1 PIX 66-MHz four -port 10/100 Fast Ethernet int. card, RJ45 1 Cisco VPN Client Software (Windows, Linux, Solaris) 1 24-10/100 + 2 GBIC ports: EMI 1 Power Cord, 110V 1 COV/FNC (09/09/09) Attachment B-3 25 ONSITE 24X7X4 Cisco 7609 9-slot, R 3 24x7x4 Onsite Svc, Cisco 3725 2 slot ApplSvs Rir 6 24x7x4 Onsite Svc, PIX525 Includes svc for SM Lic. 3 24x7x4 Onsite Svc, 24-10/100 and 2 GBIOpmIsT=lanoedMult 3 COV/FNC (09/09/09) Attachment B-3 26 ATTACHMENT C LIST OF PROJECT WORK SITES 4305 Santa Fe Ave, Vernon City of Vernon Ali Nour CA, 90058 323-583-8811 City Hall 3375 Fruitland Ave, Vernon City of Vernon Ali Noun CA 90058 323-583-8811 Fire Station 1 COV/FNC (09/09/09) . Attachment C 27 Flashwave 4300 & 4500 Catalyst 3550 24p 10/100 Radius City of Vernon Non Collapsed Infrastructure E 10/100 or T1- Fire Station 1 TDM 3376 Fruitland Avenue Atrice A-100 Fujitsu or Customer Installed SONET OC-12 Network City Hall 4306 Santa Fe Ave. Channelized Gigabit x 8 DS-3 electrica thernet - GBIC SC Cisco 7609 connectors MPLS & OSPF / PIX 525 Firewall E-Mail WEB WEB I DNS —J Ethernet DNS NMS WEB SRV Farm Ethernet Cisco 3725 Connections BGP4 routers DS-3 w/OSPF S-3 1SP A ISP B Network Infrastructure - Non Collapsed 06129104 1 City Of Vernon (CA) PEE:] COV/FNC (09/09/09) Attachment C 28 Standard Business Hours (SBH)(M-F; 8-5) $140.00 Saturday $160.00 Sunday $175.00 Holidays $175.00 After SBH $160.00 Note: These prices do not include travel expenses (transportation, room, or meals). COV/FNC (09/09/09) Attachment D 30 ATTACHMENT E. INSURANCE SCHEDULE Fujitsu shall provide proof of insurance, including a standard certificate of insurance identifying the carriers, the limits of their policies, and confirming that the Primary and Umbrella policies provide identical coverage in at least the following amounts and coverage (combined single limit, or any combination of Primary and Umbrella coverage is permitted): I. Coverage and Limits W - c (j yam' lrrtiE rtj Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 50.0,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory FEmployers' Liability $1,000,000 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 11;000,000 $29000,000 -$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 consultant operations insured under this Contract. h. Fujitsu shall also maintain a policy or policies of Professional Liability Insurance (errors and COV/FNC (09/09/09) Attachment E 31 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 21st day of September, 2009, ("Effective Date") 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 AND Fujitsu Network Communications, Inc. (hereinafter referred to as "Fujitsu") 2801 Telecom Parkway Richardson, TX 75082 RECITALS WHEREAS, the City has certain fiber routes which are maintained by City, hereinafter "City Fiber" and has purchased 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 ("City Network"); and WHEREAS, in order to support such City Network Fujitsu shall provide on -going monitoring and maintenance services, hereinafter the "Network Services" as set forth Attachment A. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Services Description. 1.1 Fujitsu will provide Network Management Services, and CPE and ISP Services requested by the City and outlined in the Attachment A. Fujitsu's additional obligation under this Contract is to act as the Single Point of Contact responsible for the ongoing monitoring, management, and maintenance support. In consideration thereof, City agrees to make specified payments under the terms and conditions specified in this Contract. 1.2 The City Network includes the data equipment and software set forth in Attachment B — Covered Equipment ("Equipment"), City owned or operated fiber, as individual elements integrated as a network, capable of delivering optical transport and internet operations to City's end users. The term "Equipment" includes INC Equipment, Cisco Equipment and Nokia Siemens Network Equipment. 1.3 The Equipment is connected to the City Fiber routes to complete an optical ring connecting several City locations, as shown on Attachment C - Locations. COV/FNC (09/09/09) 1 2. Term and Termination. 2.1 This Contract is valid for three (3) years from the Effective Date and will renew upon written notice of renewal by City. 2.2 Either party may terminate this Contract without liability to the other party 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 Fujitsu for the Annual Recurring Charges prorated up to the date of termination, except in the case of Fujitsu default. 2.3 City may terminate this Contract without cause upon thirty (30) days prior written notice delivered to Fujitsu. Upon termination, the City shall pay any outstanding invoices for the Equipment, upgrades or other purchases from Fujitsu. The City shall further pay for all services rendered by Fujitsu up to and including the date of termination and all costs necessarily incurred by Fujitsu directly attributable to termination which could not reasonably been avoided and for which Fujitsu is not otherwise compensated, up to the date of termination. 3. Fees and Pavment. 3.1 Services Fees. The fees for the Services are set forth in Attachment D. 3.2 Patent. Fujitsu will submit invoices to the address specified on City's purchase order. Payment terms are net 30 days after the date of invoice. Fujitsu shall invoice the City on an annual recurring charge ("ARC") basis. All payments must be in U.S. dollars. 3.3 All payments are due within thirty (30) days after the invoice date. Past due amounts shall be subject to a late payment charge of one percent (1.0%) of the payment due per year, but not to exceed the maximum rate allowed by California law. The ARC's under this Agreement are computed on an annual basis and shall be prorated for any partial year. Fujitsu reserves the right to suspend Services for non-payment after failure to pay within ten (10) days after Fujitsu gives City a notice of non-payment except in cases covered by Section 3.4 of this Agreement. City is responsible for applicable taxes, tariffs, telecommunication surcharges or other governmental charges due on account of the Service. City agrees either to pay Fujitsu amounts covering such taxes (as determined by tax authorities) or to provide evidence necessary to sustain an exemption therefrom. 3.4 Disputed Amounts. If City has a reasonable, bona fide dispute as to any amount appearing on an invoice provided by Fujitsu, then City shall notify Fujitsu in writing of the disputed amount, and the basis for such dispute, while promptly paying all undisputed amounts. Fujitsu shall investigate the disputed amount and the parties shall cooperate to promptly resolve such dispute. Fujitsu shall maintain records and documentation supporting the billable amounts COV/FNC (09/09/09) 2 and shall provide such supporting documentation as may be necessary to substantiate the amounts invoiced. 3.5 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Fujitsu if Fujitsu is in default, as set forth in Section 15 below. 3.6 Payments to Third Parties. Fujitsu 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 Fujitsu Services and CPE purchases. This Section does not apply to products and services provided by Cisco, Nokia Siemens Network or Pario per Sections 1.4 and 1.5 in Attachment A. 4. Insurance. 4.1 Fujitsu agrees to provide insurance to City in the amounts and forms specified in "Attachment E", which is attached hereto and made a part hereof by reference. Fujitsu shall submit to the City documentation indicating compliance with these minimum requirements no less than five (5) days prior to the beginning of performance under this Contract. Fujitsu 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. Fujitsu shall maintain such insurance coverage as required by this agreement throughout the term of this Contract. 4.2 Fujitsu shall require each of its sub -consultants to maintain insurance coverage which meets all of the requirements of this Agreement. 4.3 The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+;VII in the latest edition of Best's Insurance Guide. 4.4 Fujitsu agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Fujitsu's expense, the premium thereon. 4.5 The general liability insurance by use of Certificate of Insurance shall name the City as an additional insured. Fujitsu agrees all policies required under this Agreement cannot be canceled or reduced to levels of coverage or limits below those required herein except on thirty (30) days prior written notice to City. 4.6 The insurance provided by Fujitsu shall be primary to any coverage available to City. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation for claims caused by Fujitsu employees during the course and scope of their activities in relation to the fulfillment of this agreement. There will be no waiver of subrogation for claims which are caused by the sole negligence or willful misconduct of the City. 4.7 Any deductibles or self -insured retentions must be declared to and approved by City. COV/FNC (09/09/09) 3 5. Security Reauirements and Work Site Access. 5.1 All officers, employees, consultants, subcontractors or agents of Fujitsu 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 Fujitsu 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. 5.2 Fujitsu shall be given access to City's facilities in order for Fujitsu to accomplish the work called for in this Contract. Fujitsu shall limit such access and use solely to perform work within the scope of this Contract. 6. Equipment Operation. During the period while Fujitsu is providing Services, City shall operate the Equipment in the manner prescribed by the Equipment 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 Fujitsu, except for those changes specified in writing by Fujitsu as intended to be City -initiated, which changes City shall document and promptly make known to Fujitsu's personnel. If any unauthorized alteration is made, City shall be responsible for any repair necessitated by such alteration at Fujitsu's then prevailing time and material rates. 7. Confidential Information. To the extent allowed by law, 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. To the extent allowed by law, all copies of such Confidential Information in written, graphic, or other tangible forms, as well as Confidential Information stored 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. Except as otherwise required by law, 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 Fujitsu shall disclose such Confidential Information only as required by law or to employees, consultants and representatives and those COV/FNC (09/09/09) 4 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 parry 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. 8. Warranty. 8.1 Fujitsu warrants that Services will conform to the Services set forth in Attachment A. 8.2 As City's sole and exclusive warranty remedy, Fujitsu will remedy any non -conforming Services provided to City under this Agreement; provided, City notifies Fujitsu within thirty (30) days after the completion of such non -conforming Services. 8.3 If in Fujitsu's opinion Fujitsu is unable to otherwise remedy the non -conforming Services, Fujitsu may refund the purchase price of the Services paid by City under this Contract. 8.4 THE ABOVE WARRANTY IS FUJITSU SOLE AND EXCLUSIVE WARRANTY FOR THE SERVICES PERFORMED HEREUNDER, AND IS IN LIEU OF ANY AND ALL UNDERSTANDINGS, AGREEMENTS, REPRESENTATIONS AND NO OTHER WARRANTY, EXPRESS OR IMPLIED, WILL APPLY. FUJITSU SPECIFICALLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Limitations of Liability. City acknowledges and agrees that: COV/FNC (09/09/09) 9.1 FUJITSU'S MAXIMUM 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 FUJITSU FOR 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 FUJITSU 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 FUJITSU OR ITS SUPPLIER(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 Fujitsu 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 Fujitsu that City may utilize in conjunction with the Equipment, or to which 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. 10. Software License. Software is subject to the terms of the original license for such Software or, if there is no original license, the Software will be subject to Fujitsu's or, as applicable, the third party software manufacturer's standard software licensing terms. 11. Patent, Damages Indemnifications. 11.1 Fujitsu shall have no intellectual property indemnification obligations under this Agreement, since Fujitsu is only providing Services under this Agreement. 11.2 Fujitsu will defend, 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 Fujitsu's employees, agents or subcontractors in performing services under this Contract. Fujitsu's obligation with respect to damage to the Equipment is limited to the repair or replacement, at Fujitsu's option, of the damaged items. The City shall notify Fujitsu promptly in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Fujitsu 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 Fujitsu's obligation to defend. 12. Hazardous Substances. Except as disclosed in writing to Fujitsu and acknowledged in writing by Fujitsu, City certifies that City is not aware of the presence of any asbestos or other hazardous substance, that would violate any applicable state, federal, or local hazardous waste or environmental protection law, as enacted or subsequently amended, at any of City's locations where Fujitsu is to perform Services pursuant to this Contract. If during the performance of its obligations under this Contract, Fujitsu employees or agents encounter any such substance, City agrees to take COV/FNC (09/09/09) whatever steps necessary, at its own expense, to remedy the violation. Removal or containment shall comply with all applicable laws or regulations, and Fujitsu 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. Performance obligations under this Contract shall be extended day for day for the delay caused by said cleanup or removal. City's failure to remedy a violation shall be sufficient justification for Fujitsu 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. 13. Independent Contractor Relationship. Fujitsu is an independent contractor under this Contract. The persons provided by Fujitsu to perform the Services shall not be considered employees of City. Fujitsu 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, Fujitsu 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. 14. Delayed Performance. 14.1 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, labor difficulties, including without limitation, strikes, slowdowns, picketing, or boycotts, 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. 14.2 Notwithstanding anything to the contrary contained herein, Section 14.1 shall not relieve City of its obligation to pay the ARC for Services hereunder as and when due. However, City is not obligated to pay the ARC if Fujitsu is excused from providing Services as allowed under Section 14.1. 14.3 An extension of the Delivery Time by reason of a Force Majeure shall not justify extra compensation for Fujitsu 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 Fujitsu, Fujitsu shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in Fujitsu's direct cost resulting from such delay. COV/FNC (09/09/09) 7 15. Default. 15.1 City shall be in material breach or default of this Contract, if (i) City fails to make timely payment for Services purchased and such breach shall continue for a period of thirty (30) days after receipt of Fujitsu's written notice; or (ii) City fails to perform any other requirement hereunder; or (iii) 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 thirty (30) days after it is filed. 15.2 Fujitsu shall be in default under this Contract if (a) Fujitsu breaches any material obligation under this Contract and such failure is not remedied within thirty (30) days after City gives written notice thereof to Fujitsu, or Fujitsu or any person shall take any action toward Fujitsu's dissolution or liquidation, or if any proceeding (voluntary or involuntary) is commenced by or against Fujitsu seeking reorganization, liquidation, dissolution or similar relief and such proceeding has not been contested by Fujitsu or dismissed within thirty (30) days after it is filed. 16. Remedies. 16.1 Upon default of City, Fujitsu shall have the right to exercise any one or more of the following remedies: 16.1.1 by written notice to City, Fujitsu may terminate this Contract. 16.1.2 recover interest on any judgment received by Fujitsu until such judgment is paid at the highest rate permitted by law; 16.1.3 if the ARC 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; 16.1.4 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 Fujitsu's rights or remedies hereunder, or collection of amounts due and to become due hereunder. 16.2 Upon default of Fujitsu, City shall have the following remedies: 16.2.1 By written notice to Fujitsu, City may terminate this Contract. 16.2.2 Require Fujitsu to assign to City the rights to receive maintenance coverage and other services provided by Fujitsu and Cisco. 16.2.3 Fujitsu shall also pay any reasonable attorney's fees and costs incurred in connection therewith or otherwise resulting from Fujitsu's default, the exercise of any of City's rights or remedies hereunder, or collection of amounts due and to become due hereunder. COV/FNC (09/09/09) g 17. Work Product. 17.1 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 Fujitsu, its officers, employees, agents specifically for the benefit of the City in the course of performing 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 Fujitsu or to any other party. Work Product materials shall be delivered to City by Fujitsu as they are generated. 17.2 Within three (3) business days after any termination of this Contract, Fujitsu 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 Fujitsu or a party engaged by Fujitsu; provided, however, that solely for its internal auditing purposes, Fujitsu may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of this Contract. 18. Assignment. City may not assign this Contract or transfer City's interest therein without Fujitsu's written consent and credit verification of the proposed assignee or transferee satisfactory to Fujitsu in its sole discretion. Fujitsu 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 Fujitsu affiliate under common control with Fujitsu which also possesses the necessary licenses, insurance, and capabilities to undertake performance of this Contract. 19. 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. 20. 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 COV/FNC (09/09/09) 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 parry for court costs and attorneys' fees to obtain a stay of the litigation, its dismissal, or an order compelling arbitration. 21. Publicity: Upon signature execution of this agreement by both parties, either party may, without the consent of the other party, make a public announcement limited to describing the general purpose of the agreement and its estimated duration and value. Except as required by law, neither party may divulge specific quantities, prices, or other terms and conditions of the agreement in any written, electronic, or oral manner without the other party's prior written consent. 22. Authorizations. Fujitsu is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 23. 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. 24. Notices. Any notice, approval, or consent under this Contract must be in writing and will be deemed given (a) on the day delivered, if delivered personally or by courier, (b) on the day sent, if transmitted by confirmed fax, or (c) on the day receipt is confirmed by "return receipt" if sent by certified mail, return receipt requested, in each case to the address of the respective party shown below, attention Legal Department, or as otherwise indicated. Either party may designate a different place for notice in accordance with this section. 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. COV/FNC (09/09/09) 10 CITY: THE CITY OF VERNON Attn: Donal O'Callaghan City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 With a copy to: Ali Nour Engineering Manager "Project Manager" 4305 Santa Fe Avenue Vernon, CA 90058-0805 FUJITSU: FUJITSU Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 25. Miscellaneous: 25.1 Venue. This Contract is to be governed and construed according to the substantive law of the State of California, without regards to its conflicts of law principles. City consents to personal 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. 25.2 Severability. If a court or other competent authority having final jurisdiction determines that any provision in this agreement is entirely or partially void, illegal, or unenforceable, then all other provisions of this agreement remain in full force. If the void, illegal, or unenforceable provision is essential to the interpretation of material rights or obligations of either party, the parties will make every reasonable effort to negotiate a valid and enforceable replacement as promptly as possible. 25.3 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. 25.4 This Contract, including all its attachments, constitutes the entire 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. 25.5 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 Fujitsu. COV/FNC (09/09/09) 11 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. FUJITSU _ TWORK COMMUNICATIONS, INC CITY OF VERNON By- Mayor / Mayor Pro- em Name: eg gan llo Title: Vice President, Services Date: �4/ A S ATTEST: Manuela Giron, ty berk APPR(WED A92170 FORM 1 LauWnce S. Wiener, City Attorney COV/FNC (09/09/09) 12 ATTACHMENT A NETWORK SERVICES City hereby agrees to allow Fujitsu's personnel, and Fujitsu third party vendor(s) 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. 1. NETWORK MANAGEMENT SERVICES 1.1 The Fees for this Section are set forth in Attachment D, TABLE 1. 1.2 Service Descriptions 1.2.1 Repair and Return. (Fujitsu ONLI) 1.2.1.1 Scope of this Service. During the applicable term of this Service, Fujitsu will repair or replace any qualifying equipment, component, or hardware (individually or collectively "equipment") that is part of the covered Equipment (e.g. "FLASHWAVE®1 4xxx" family or "entire network"), set forth in Attachment B-2, that does not materially conform to Fujitsu's specifications. 1.2.1.2 Repair, or No Trouble Found. This Service is for repair or replacement of Equipment only, it does not include updating software and Fujitsu will not, under any circumstances, have any liability or obligation for any City data contained in or on any equipment sent to Fujitsu for repair. Fujitsu will test returned Equipment against Fujitsu's applicable specifications. If Fujitsu determines that it is unable to repair the returned equipment, Fujitsu will replace the equipment provided similar equipment is available or provide the City with functionally equivalent Equipment. 1.2.2 Basic Software Support. (Fujitsu ONLI) 1.2.2.1 Fujitsu's Software Release Numbering Scheme. Release levels for each software Product are identified as follows: Rx.y.z where: R = Release x = an integer that changes when the software Release contains what Fujitsu, in its sole discretion, defines as significant feature or functionality enhancements. The right to use (RTU) license for an "x" level Release must be purchased. y = an integer that changes when the software Release contains what Fujitsu, in its sole discretion, defines as feature or functionality changes that are not I FLASHWAVe is a trademark of Fujitsu Network Communications, Inc. (USA) All Rights Reserved. COV/FNC (09/09/09) Attachment A 13 significant enough to initiate an "x" level integer change. The RTU license for a "y" level Release may, at Fujitsu's sole discretion, be provided at no additional charge or it may be chargeable. z = an integer that changes when the software Release contains what Fujitsu, in its sole discretion, defines as a fix or work around for one or more non - conformances of the then current release with the applicable specification for the software, or when other modifications to the software are made to make it perform more efficiently or effectively. Such releases may, but usually will not, include additional features or functionality. All software and documentation furnished to City are licensed Products. 1.2.2.2 Support provided at No Additional Charge. Fujitsu will, at no additional charge to City, grant City the RTU license for "z" level Releases of software Products that City has previously paid Fujitsu the applicable license fee for. 1.2.2.3 Release Level of Similar Software For Additional Units of the Same Products. Unless City purchases and maintains a Service that includes software feature/function updates, as described in the Description of Services document, or until City is required to upgrade to a current Release level as set forth below, all additional copies of any software Product licensed by City after the initial copy of that software Product licensed under this agreement will remain at the same "x" level Release. 1.2.2.4 Software Updates. City will be sent automatic email announcements of software update availability. City is responsible for requesting and installing all eligible software updates. Software updates, as determined by Fujitsu, may be made available for download from an Fujitsu website or provided on CD. L2.2.5 Length of Time "y" and "z" Level Software Updates are Available. Fujitsu will provide technical support and order availability for any particular "x" level Release of a software Product for at least two (2) years after the next "x" level Release of that software Product becomes generally available unless Fujitsu, in its sole discretion, discontinues development of feature or functionality enhancements for the particular software Product, then Fujitsu will provide technical support until Fujitsu "manufacture discontinues" the Product. Usually a new "x" level Release will be issued within twelve (12) months after the date the last "x" level Release was made generally available but Fujitsu makes no commitment or guarantee on the frequency of any level of Release. "y" or "z" level Releases to a particular "x" level Release may be issued at any time. 1.2.2.6 Mandatory Update to Then Current "x" Level Release. If City has not purchased the RTU license for a subsequent "x" level Release before the support period defined above has expired for the "x" level Release then being used by City no further Product shipments or technical support will be available for that COV/FNC (09/09/09) Attachment A 14 "x" level Release and City will have to pay the then applicable charge to update the software to the then current "x" level Release in order to continue receiving Product shipments and technical support. 1.2.3 Support Services Fujitsu will provide Support Service for the Equipment. As questions arise, City may place a telephone call to Fujitsu who will establish a Customer Service Report ("CSR"). A CSR is defined as the telephone support service, regardless of the number of calls exchanged between City and Fujitsu, necessary to resolve a Customer Service Report regarding the operation, performance, or maintenance of products in the City's network. NOC telephone support includes: ➢ 7 x 24 x 365 phone access, answered by an Fujitsu Dispatcher or Network Operation Center ("NOC") 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 Fujitsu's trouble reporting system ➢ Engineering Investigation Request for Fujitsu Equipment ONLY (" EIR"), ➢ Unit Investigation Request for Fujitsu Equipment ONLY ("UIR"), ➢ Automatic monthly call statistic reports, and ➢ Customized reports based on City requirements (within the limits of Fujitsu's database and trouble reporting system) ■ CSR Reporting ✓ Volume ✓ Status ✓ Duration (Open, Addressed, Restored and Closed) If on -site presence of Fujitsu technical personnel is required, the NOC will dispatch support personnel as described in the following Section 1.2.5, below. 1.2.4 Monitoring. The NOC provides 24x7x365 monitoring and notification within the City network COV/FNC (09/09/09) Attachment A 15 from a Fujitsu NOC services. NOC services include remote trouble shooting and diagnosis of the Equipment under the Fujitsu maintenance. Any fault or performance errors detected by NOC or an attack or un-authorized access to City network is attempted, a NOC TSE will notify the City of the problem. 1.2.5 On -Site Support. As City reports a service -affecting issue to NOC, NOC 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 NOC 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 NOC 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 involve the parties' execution of a Statement of Work describing the work. Remote MAC services shall be scheduled with the City at least seventy-two (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. A quote will be developed for any new equipment. 1.3 Fujitsu Equipment All of the Services set forth in Section 1 above will apply to all the Equipment set forth in Attachment B-1. 1.4 NSN Equipment "NSN Equipment" shall mean the equipment set forth in Attachment B-2 and shall be maintained by Pario under Pario's direct agreement with the City. Fujitsu shall perform the Services set forth in Section 1.2.3,1.2.4, and 1.2.5 above, for the NCN Equipment. 1.5 Cisco Equipment "Cisco Equipment" shall mean the equipment set forth in Attachment B-3 and shall be maintained under the City owned Cisco SmartNet® program and the Cisco SmartNet Program Description terms and conditions shall apply to such maintenance. Fujitsu shall perform the COV/FNC (09/09/09) Attachment A 16 Services set forth in Section 1.2.3,1.2.4, and 1.2.5, above, for the Cisco Equipment. 2. CPE AND ADDITIONAL ISP SERVICES 2.1 The Fees for this Section are set forth in Attachment D, TABLE 2. 2.2 Description of Services 2.2.1 Telephone Service Fujitsu will provide first level technical support ("Help Desk"), able to provide routine troubleshooting, ticket handling, escalation, and second level problem analysis services, utilizing a shared help desk model. Hours of operation shall be 24 hours per day, 7 days per week (including holidays). Access by City's end -users will be via an Fujitsu - provided toll free telephone number. ➢ The target monthly average speed of answer (ASA) for support calls will be 60 seconds or less. ➢ The target monthly average handle time (AHT) for support calls will be 12 minutes or less. ➢ The target monthly abandon rate will be 6% or less. If the Help Desk determines that it is unable to resolve the issue over the phone, or within a reasonable time frame (assumed to be 8 to 10 minutes), the issue will be passed to second level support for resolution provided second level support ("NOC Services") has been separately contracted for and is then in effect. In some cases, issues may be referred to the City's technicians for resolution through on -site visits to the end -user and other trouble shooting procedures as may be required at the end -user location. 2.2.2 Software Support The Help Desk will also perform first level support for Internet Browser software as listed below and configuration questions in support of the City's service delivery to its end -users. ➢ Internet Explorer (current version —2) ➢ Netscape (current version —2) ➢ PLESK application: o Apache (freeware) for Web service o MTA (bundled software with Linux OS) for SMTP Relay service o BIND (bundled software with Linux OS) for DNS service COV/FNC (09/09/09) Attachment A 17 2.2.3 Hardware Support The Help Desk will perform first level hardware support in support of the City's service delivery to its end -users. First level hardware support consists of the diagnosis and troubleshooting of supported routine hardware issues remotely. If the Help Desk determines that it is unable to resolve the issue over the phone, or within a reasonable time frame, the issue will be passed to second level support for resolution provided second level support NOC Services has been separately contracted for and is then in effect. In some cases, issues may be referred to the City's technicians for resolution through on -site visits to the end -user and other trouble shooting procedures as may be required at the end -user location. 2.2.4 Network Support The Help Desk will perform nominal network troubleshooting. ➢ Trace routes ➢ Pinging of servers If the Help Desk determines that it is unable to resolve the issue over the phone, or within a reasonable time frame, the issue will be passed to second level support for resolution provided second level support NOC Services have been separately contracted for and are then in effect. 3. EXCLUSIONS. Maintenance Services do not include: 3.1 Wire installation and relocations, these must be contracted under separate contract/order at additional expense and is not included within the Services offering. 3.2 User training on the CPE on a scheduled basis; 3.3 Services necessitated by accident, casualty, neglect, misuse, intentional acts, or any other than normal use of the Equipment unless necessitated by Fujitsu's own actions or lack of action; 3.4 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. 3.5 Services necessitated by other acts or events which may adversely effect the performance COV/FNC (09/09/09) Attachment A 18 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 Fujitsu or the use by City of any part of the Equipment in a manner not intended by the parties hereto or specified by Fujitsu. 3.6 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; 3.7 Repair or replacement of City -owned deregulated "black sheath" cable unless specifically included in the Attachment. 3.8 Loss or recovery of City input data (City is responsible for providing adequate backup of data and for restoring data to repaired equipment.) 3.9 Repair to the City owned City Fiber, unless Fujitsu damages City Fiber. Maintenance visits necessitated by any event enumerated in this Section shall be charged on a time and material basis at the rates set forth in Attachment D. COV/FNC (09/09/09) Attachment A 19 ATTACHMENT COVERED EQUIPMENT Attachment B-1 Fujitsu Covered Equipment Attachment B-2 Nokia Siemens Network Covered Equipment Attachment B-3 Cisco Covered Equipment COV/FNC (09/09/09) Attachment B 20 O O O 00 N O O O N N N d O O It O w H w w Q W U O H U H H ti w N . §. � � � m � .� .«� � . -� \ �. . . . . . . . « \� \ § . �� \ :.� / . . � . . �: � � < � � {°: . . /: � \� �� k ° . . . . � � y : � a� � � . \�j » � � > »� /: . . z a: ^�} ��\ � � � % c . \ § \ . . . . . . � � ) .�> 22 ,.. . � � .�a� � � /� � � . . . 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GBICs) 1 Catalyst 6500:48-port 10/100/1000 GE Mod., RJ-45 1 1000BASE-SX Short Wavelength GBIC (Multimode only) 4 PIX 525-UR Bundle (Chassis,Unrestricted SW,2 FE Ports,VAC+) 1 Power Cord, 110V 1 PIX 525/535 3DES/AES VPN/SSH/SSL encryption license 1 PIX v6.3 Software for the 515E, 525 and 535 Chassis 1 PIX 66-MHz four -port 10/100 Fast Ethernet int. card, RJ45 1 Cisco VPN Client Software (Windows, Linux, Solaris) 1 q NMI 24-10/100 + 2 GBIC ports: EMI 1 Power Cord, 11OV 1 ONSITE 24X7X4 Cisco 7609 9-slot, R 3 24x7x4 Onsite Svc, Cisco 3725 2 slot Appl.Svs Rtr 6 24x7x4 Onsite Svc, PIX525 Includes svc for S/W Lic 3 24x7x4 Onsite Svc, 24-10/100 and 2 GBIC ports:Enhanced Mult 3 City of Vernon Non Collapsed Infrastructure Monitoring Fee - 3 Yr Agreement $5,712 36 $205,632 Connectivity Charge $ 337 36 $ 12,132 On -site Support - 4-hour Response City Hall & Fire Station $1,190 36 $ 42,840 1 Retainer - 3 yr Contract 3 year CPE and Additional ISP Services I $3,393 I 36 I $122,148 ATTACHMENT E INSURANCE SCHEDULE Fujitsu shall provide proof of insurance, including a standard certificate of insurance identifying the carriers, the limits of their policies, and confirming that the Primary and Umbrella policies provide identical coverage in at least the following amounts and coverage (combined single limit, or any combination of Primary and Umbrella coverage is permitted): I. Coverage and Limits Automobile Liability 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 Il. 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 consultant operations insured under this Contract. b. Fujitsu shall also maintain a policy or policies of Professional Liability Insurance (errors and COV/FNC (09/09/09) Attachment E 31 Page 1 of 1 Juarez, Debbie From: Barcia, Ana Sent: Wednesday, September 23, 2009 7:39 AM To: Juarez, Debbie Subject: RE: Fujitsu Network Communications, Inc. - Insurance Inquiry Hi Debbie, Yes, Fujitsu does have current insurance on file. Could you forward me a copy of the agreement for my files? Thank you, Ana Barcia City of Vernon Risk Management Department T: 323) 583-8811 ex 286 F: 323) 826-1439 abarciaci_vernon.ca.us From: Juarez, Debbie Sent: Tuesday, September 22, 2009 5:01 PM To: Barcia, Ana Subject: Fujitsu Network Communications, Inc. - Insurance Inquiry Hi Ana. Do you have insurance for the above -referenced? It was approved on 09-21-09 through Resolution No. 10,062. Thanks. Deborah yuarez Records 914anagementAssistant City of Vernon - City CCerk's Office 4305Santa 'F'eAvenue Vernon, CA 90058 (323) 583-8811 9/23/2009 APPROVED SEP 21 �09 01 COUNCIL RECEIVEDVU),auboAen. P 1 4 2000 GIV CLERKS S OFFICE STAFF REPORT LIGHT & POWER DATE: September 14, 2009 Q� TO: Honorable Mayor and City Council FROM: Donal O'Callaghan, Director of Light & Power RE: Internet Services Network Equipment Maintenance Agreement with Fujitsu network Communications, Inc. Purpose: The Internet Network equipment Monitoring and Management Services contract with Verizon Select Services has reached the end of its three year term. The Fiber Optic Division of the Light & Power Department has negotiated a new three years of network equipment monitoring and management services agreement with Fujitsu Network Communications, Inc. with a new annual fee which is 15.3% lower than the original agreement with Verizon. In order to continue providing Internet Services to City businesses for a fee and the City infrastructure, this network monitoring and management services agreement is essential to, maintain. Recommendation: It is recommended that the City Council approve the attached signed agreement by Fujitsu on September 21, 2009 to ensure the service reliability and continuity for this service is upheld. Fiscal Impact: This service was itemized and approved in the 2009/2010 operating budget. The fiscal impact is $127,584.00 which includes any po_,V� applicable taxes and fees.' DO: an Attachments C: Ali Nour Project Control Document Control- Internet Services y j Y—_ _ 4 0q1Lo MEMORANDUM Light & Power Department DATE: September 14, 2009 (:S�L �Akq� TO: Donal O'Callaghan, Director of Light & Power FROM: Ali Nour, Engineering Manager SUBJECT: Fiber Optic Division Network Management Services — Fujitsu Internet Services Network Monitoring and Management Contract The existing three year agreement with Verizon Select Services "Verizon" to provide Internet services hardware and operations management and monitoring services expired in July, 2009. Verizon under the original contract acted as the billing agent for this service and its subcontractor Fujitsu Network Communications "Fujitsu" performed the actual monitoring and maintenance services. We were approached by Fujitsu to enter into an agreement with Fujitsu direct, covering additional three years of service with 15% savings compared to the fees charged by Verizon. Attached please find two original signed agreements similar to Verizon's agreement with the same level of services with Fujitsu instead of Verizon. Diana H. Varat from Richards, Watson & Gershon, see attached e-mail, approved the final version of the agreement as to form on September 09, 2009. Per attached Staff Report, I hereby recommend that we proceed with presenting the signed agreement to the City Council for approval formalizing this agreement with Fujitsu covering an additional three year term to maintain, manage and monitor the high speed broadband network at an annual cost of $127,584. Similar to Verizon's original contract, the cost of customer premise modems and the Cisco Systems component warrantees are excluded in this contract and are addressed separately. Should you need additional information, please let me know. ARN/ Attachments C: Document Control — Fiber Optics Division Project Control - Fujitsu Nour, Ali From:--,Diana..H.-Varat [DVarat@rwglaw.coml Sent: Wednesday, September 09, 2009 1:23 PM To: Nour, Ali Subject: Fujitsu - Final Agreement Attachments: Fujitsu - Vernon - Final Agreement.PDF Ali, Rob and I spoke again this morning about the insurance provisions. The attached agreement is apiana ed-a #o--fopm�and-,r-eady�-=for,-.Fuj.i.ts..U"":.,.Sign tur*e. At this point, I recommend that you review the agreement one last time. If you have changes, please let me know asap. If not, please forward this version to Rob for Fujitsu's official signature. We will need to advise Judy that the agreement is finalized so that she can prepare the agenda for the September 21 Council meeting. Please let me know if you have any questions. Regards, Diana H. Varat Richards, Watson & Gershon 355 South Grand.Ave., 40th Floor Los Angeles, CA 90071 Phone: (213) 626-8484 Fax: (213) 626-0078 dvarat{@rwRlaw.com <<Fujitsu - Vernon - Final Agreement.PDF>> NOTICE: This communication may contain privileged or other confidential information. If you are not the intended recipient of this communication, or an employee or agent responsible for delivering this communication to the intended recipient, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents. Thank you. iR a g IN i . i . Nour, Ali .From: Edwards, Rob [Rob.Edwards@us.fujitsu.com] Sent: Friday, September 11, 2009 6:58 AM To: Nour, Ali Subject: RE: Fujitsu - Final Agreement Two originals were sent overnight yesterday. Rob ---Original Message ----- From: Nour, Ali [mailto:ANour@ci.vernon.ca.us] Sent: Thursday, September 10, 2009 12:21 PM To: Edwards, Rob Subject: FW: Fujitsu - Final Agreement Mr. Edwards, Attached please see the final version of our agreement. I will need two originals with appropriate signatures to be forwarded to our City Council for the meeting scheduled on September 21st. However, in order to place the item on the agenda, I will need the signatures in my office no later than September 15th. If this is possible, please let me know so that I can prepare my Staff Report for the 21st. I truly appreciate your cooperation in working with our legal to finalize the agreement. Best Regards, Ali Nour .City of Vernon 323-583-8811 ext. 316 Cell: 562-310-0373 -----Original Message ----- From: Diana H. Varat [mailto:DVarat@rwglaw.com] Sent: Wednesday, September 09, 2009 1:23 PM To: Nour, Ali Subject: Fujitsu - Final Agreement Ali, Rob and I spoke again this morning about the insurance provisions. The attached agreement is approved as to form and ready for Fujitsu's signature. At this point, I recommend that you review the agreement one last time. If you have changes, please let me know asap. If not, please forward this version to Rob for Fujitsu's official signature. We will need to advise Judy that the agreement is finalized so that she can prepare the agenda for the September 21 Council meeting. Please let me know if you have any questions. Regards, Diana H. Varat Jr, — . OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 23, 2.009 Mr. Greg Manganello, VP Services Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Re: Managed Services Contract Dear Mr. Manganello: The insurance requirements have been met. Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on September 21, 2009, through Resolution No. 10,062.. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan, at (323) 583-8811 ext. 834. Very truly yours, Nelly Gi City Clerk NG: dj c: Donal O'Callaghan Purchasing Department Resolution No. 10,062 Agreement File No. 09-114 E-cfusivefy Industriaf