Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Resolution No. 2012-024
RESOLUTION NO. 2012-24 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH FUJITSU NETWORK COMMUNICATIONS, INC. FOR PURCHASE OF EQUIPMENT AND SERVICES RELATED TO THE FIBER OPTIC SYSTEM INTERNET ACCESS OPERATIONS WHEREAS, on September 1, 2009, the City Council of the City of Vernon adopted Resolution No. 10,062 approving a managed services contract with Fujitsu Network Communications, Inc. ("Fujitsu") for monitoring and maintenance services for City's high speed internet service; and WHEREAS, the equipment the City currently utilizes for providing internet access services is no longer supported by its manufacturers and must be replaced; and WHEREAS, the Engineering staff of the Light & Power Department has negotiated a new agreement with Fujitsu for the purchase.of equipment and network management, monitoring and maintenance services; and WHEREAS, by memo dated January 25, 2012, the Director of Light & Power has recommended that the City enter into an agreement with Fujitsu in order to continue providing internet services to City businesses and the City Infrastructure; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Fujitsu to facilitate internet services to the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon 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 Agreement with Fujitsu Network Communications, Inc., a copy of which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the 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 instructs the Director of Light & Power, 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 the City Clerk's designee, to send a fully executed Agreement to Fujitsu. 2 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 the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 7th day of February, 2012. Name: William J. Davis Title: -, // Mayor Pro-Tem 3 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2012-24, 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 Tuesday, February 7, 2012, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this 1- day of February, 2I2, at Vernon, California. (SEAL) llarcYG.Aa;6ag4ch,Z j City Clerk 4 EXHIBIT A AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR PURCHASE OF EQUIPMENT AND SERVICES RELATED TO THE FIBER OPTIC SYSTEM INTERNET ACCESS OPERATIONS COVER PAGE Vendor: FUJITSU NETWORK COMMUNICATIONS, INC. Notice Information - Vendor: Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Attention: Gregory Butler Phone: 972-479-2046 Facsimile: 972-479-6658 Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Attention: Rob Edwards Phone: 972-479-2110 Facsimile: 972-479-2992 Fujitsu Network Communications, Inc. 300 Plaza Drive, Suite 250 Highlands Ranch, Colorado 80129 Attention: Dennis DiPaolo Phone: 303-209-3018 Facsimile: 303-209-3058 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth, City Administrator Telephone: (323) 583-8811 ext. 398 Facsimile: (323) 826-1408 Commencement Date: Two Weeks after written notice from the City Jobsite: City Hall — 4305 S. Santa Fe Avenue Fire Station 1 — 3775 Fruitland Avenue Product: $314,426.00 US Dollars and more particularly described in Exhibit A Managed Services: $495,548.49 US Dollars and more particularly described in Exhibit B. City of Vernon Equipment and Services Purchase Agreement November 4, 2011 AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR PURCHASE OF EQUIPMENT AND SERVICES RELATED TO THE FIBER OPTIC SYSTEM INTERNET ACCESS OPERATIONS This equipment purchase agreement ("Agreement") is made as of February 7 2012 (the "Effective Date"), by and between the City of Vernon, a California charter city and municipal corporation (the "City"), and Fujitsu Network Communications, Inc., a California corporation (the "Vendor," collectively with the City, the "Parties"). RECITALS The City desires to purchase the Equipment listed in Exhibit A and the Services set forth in Exhibit B from the Vendor. The Vendor has advised the City that it is qualified and capable of providing the Equipment described in Exhibit A and the Services set forth in Exhibit B, and is willing to do so on the terms and conditions set forth below. The Parties agree as follows: 1. DEFINITION OF TERMS 1.1 Whenever used in this Agreement, the terms appearing on the Cover Page shall have the definitions listed there, and the following terms shall have the following definitions: 1.1.1 "Applicable Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees, permits, approvals or other applicable requirements of any governmental entity or agency having jurisdiction that are applicable to any aspect of this Agreement that are in force on the Effective Date and as they may be enacted, issued or amended during the Term. 1.1.2 "Confidential Information" shall mean all information, whether written or oral, which Vendor acquires from, through or on behalf of City, directly or indirectly, or which arises out of this Agreement, concerning performance of this Agreement or proprietary processes involved performing under this Agreement, including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the performance of this Agreement, except information falling into any of the following categories: i) Information which, at the time of disclosure hereunder, is in the public domain; ii) Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Vendor's or any entity within Vendor's control breach of this Agreement; iii) Information which, prior to disclosure hereunder, was already in Vendor's possession without limitation regarding disclosure to others; or iv) Information which, subsequent to disclosure hereunder, is obtained by Vendor from a third party who is lawfully in possession of such information and City of Vernon Equipment and Services Purchase Agreement November 4, 2011 not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Vendor to agree to refrain from disclosing such information to others. 1.1.3 "Equipment" shall mean the equipment, including all materials, software, or documentation that is listed in Exhibit A and incorporated herein by this reference. 1.1.4 "Service(s)" shall mean the provision of one or more services as described in Exhibit B. 1.1.5 "Premises" shall mean any land or building under City's control or ownership to which Vendor and its agents and employees are given access in the performance of this Agreement, and is inclusive of the specific Jobsite where the Equipment is to be delivered. 2. PURCHASE OF EQUIPMENT 2.1 Purchase Orders. After Vendor's receipt and review of the City's purchase order, Vendor will advise the City if any modifications are needed to accept the purchase order. Vendor will provide the scheduled shipment date of ordered Equipment or commencement of ordered Services in a written acknowledgement sent to the City within 10 days after Vendor's receipt of the City's purchase order. 2.2 Order Reschedulino and Cancellation. If the City (a) cancels all or part of any purchase order within 30 days before the scheduled shipment date, (b) refuses to accept delivery of any shipment, or (c) postpones shipment more than 60 days beyond the scheduled shipment date, the City may be invoiced for, and agrees to pay Vendor if so invoiced, a restocking charge of fifteen percent (15%) of the purchase price of the affected Equipment. 3. DELIVERY OF EQUIPMENT 3.1 Vendor will submit invoices to the address specified on the City's purchase order. Payment terms are net 30 days after the date of invoice. Invoices for Equipment will be issued upon shipment. The issuance of invoices for Services depend on the type and duration of Services purchased and may be in advance, quarterly, annually, or upon completion of Services as determined by Vendor or agreed between the parties. All payments must be in U.S. dollars. Vendor may, at its option, charge and the City agrees to pay, a service charge of 1 % per month on overdue accounts. 3.2 Delivery and Shiooing Charges. Delivery of Equipment is FOB destination and the City is responsible for shipping and applicable insurance charges. Unless the City's purchase order specifies shipment by a named commercial carrier with shipping charges paid by the City, Vendor will select the carrier, prepay shipping charges, and bill the City. Shipment by a carrier selected by Vendor does not shift any liability to Vendor. 3.3 If the City becomes delinquent in the payment of any amount due, despite any provision for any service charge, Vendor, at its option and upon notice to the City, may suspend performance under or terminate any then -outstanding order without further liability to the City. City of Vernon Equipment and Services Purchase Agreement November 4, 2011 4. RISK OF LOSS, TITLE, AND SECURITY INTEREST 4.1 Risk of Loss. Risk of loss for all Equipment passes to the City upon delivery of the Equipment by Vendor to the commercial carrier for shipment to the City. Despite the previous sentence, risk of loss for installation materials provided in connection with any installation Service to be performed by Vendor passes to the City upon the earlier of (a) the City providing Vendor with a document indicating completion of the installation, or (b) 3 business days after Vendor provides a completion of installation report to the City, if the Service has been completed in accordance with applicable specifications prepared or agreed to, in writing, by Vendor. 4.2 Title. Title to all Licensed Equipment furnished by Vendor remains at all times in Vendor or its suppliers, as applicable. Title to equipment and materials purchased by the City passes upon payment in full of the purchase price. 4.3 Security Interest. Equipment are and remain personal property, not fixtures. Vendor retains a purchase -money security interest in each Equipment, which terminates upon the City's full payment of the Equipment's purchase price. Vendor may file any documents necessary to perfect the security interest under applicable law. If Vendor perfects its security interest, Vendor will furnish the City with an appropriate release for each perfected security interest, as applicable, upon written request and full payment of the applicable price by the City. 5. TIME OF PERFORMANCE 5.1 Vendor shall deliver the Equipment on the Delivery Date, if a single date is provided, or within the time period specified as the Delivery Date, if a range of dates is provided. 5.2 Time is of the essence under this Agreement. 6. COMPENSATION 6.1 In consideration for the Equipment to be provided by Vendor, City agrees to pay Vendor a sum set forth on the Cover Page and Vendor agrees to accept in full satisfaction for such Equipment, the sum set forth on the Cover Page. 6.2 The Compensation is full and complete compensation, and constitutes the entire compensation due Vendor for the Equipment and any and all of Vendor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Compensation includes without limitation, customs duties, delivery, insurance, tax and all other direct and indirect costs and expenses incurred or to be incurred by Vendor. The Compensation is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in the Compensation shall be made as a result of changes in the value of any currency. The Compensation shall only be adjusted by formal, written amendment by both Parties to this Agreement. 7. INDEMNIFICATION 7.1 To the fullest extent permitted by law, Vendor shall defend, indemnify and hold harmless City and its elected officials, officers, agents, employees, and volunteers from any and City of Vernon Equipment and Services Purchase Agreement November 4, 2011 all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, penalties, losses, fines, and all costs and expenses incurred in connection therewith, including without limitation, interest, reasonable attorney's fees and all costs of defense, arising out of, resulting from, connected with or attributable to the intentional, reckless, negligent, or otherwise wrongful acts, errors, or omissions of Vendor or its employees or agents in the performance of this Agreement, including without limitation: (1) a breach by Vendor of any representation or provision contained in this Agreement, (2) any claim that any software program or other product used or furnished by Vendor in the performance of this Agreement constitutes an infringement of any United States patent or copyright, (3) fines or penalties arising out of Vendor's failure to perform the obligations imposed upon it by any provision in this Agreement, or (4) Equipment found to be defective or not in accordance with this Agreement. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 7.2 The City shall notify Vendor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Vendor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Vendor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Vendor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Vendor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Vendor's obligations to indemnify or defend. Vendor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City or an unconditional release of all liability by each claimant or plaintiff to the City. 7.3 Indemnity. Vendor will defend the City against any claim, action, or proceeding (Claim) brought against the City to the extent it is based on an allegation that a Equipment or Service, as delivered to the City by Vendor, infringes any US patent, trademark, copyright, or other proprietary right of a third party. Vendor will pay the City the direct and actual damages finally awarded against the City in any action attributable to a Claim if the City: (a) promptly after receiving notice of the Claim notifies Vendor of the Claim and any action taken by the City on it; (b) gives Vendor sole control of the Claim's defense and any negotiations of its settlement; and (c) cooperates with and assists Vendor as reasonably requested for the Claim's defense. 7.4 Third Party Injunctive Action. If any third party obtains an injunction against the City's use of any Equipment or Service as a result of a Claim, or if Vendor determines, in its sole discretion, that the City's use of any Equipment or receiving a Service may be subject to a Claim, Vendor may, at its own expense and option (a) procure for the City the right to continue using the Equipment or receiving the Service; (b) replace the Equipment or Service with a Equipment or Service of substantially equal or greater functionality; or (c) modify the Equipment or Service to avoid a Claim. If in Vendor's sole judgment none of these alternatives are reasonably available, Vendor may (i) request City of Vernon Equipment and Services Purchase Agreement November 4, 2011 that the City return the applicable Equipment to Vendor and upon its receipt provide the City a credit toward future purchases equal to the purchase price of the Equipment paid by the City, less a reasonable adjustment for beneficial use; or (ii) cease performance of the Service and grant the City a credit for any amounts paid for any portion of the Service not yet performed. 7.5 Allegations Not Covered. Vendor will not be liable to the City for actual or alleged infringement if (a) the Equipment in question is used in combination with items not furnished by Vendor when use of the Equipment by itself would not cause the infringement or Claim; (b) the Equipment is used in a manner for which it was not designed by Vendor; (c) modifications were made to the Equipment by someone other than Vendor after delivery to the City; or (d) the infringement arises from Vendor's compliance with the City's specifications or request. Vendor will not be liable for any Claim of trademark infringement based upon any branding or marking not applied by Vendor or that is applied at the City's request. 8. LIMITATION OF LIABILITY. The City acknowledges and agrees that 8.1 VENDOR'S MAXIMUM LIABILITY TO THE 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 VENDOR 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 VENDOR OR ITS SUPPLIER(S) BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY THE CITY'S FAILURE TO PERFORM ANY OF ITS RESPONSIBILITIES, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, EVEN IF VENDOR OR ITS SUPPLIER(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2 Vendor shall have no liability or responsibility for interoperability or compatibility of all or any portion of the City's fiber and/or network with other third -party products or systems not provided by Vendor that the City may utilize in conjunction with the Equipment, or to which the City may connect its network, or for the City's selection, implementation, and maintenance of network security features, or the lack thereof, for which the City shall be solely responsible. 9. REPRESENTATIONS OF VENDOR 9.1 Vendor represents that it has read and understands this Agreement. 9.2 Vendor represents that it employs or has available for employment in sufficient numbers, at its own expense, all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to obtain, sell, and deliver the Equipment as required by this Agreement and at all times shall be responsible for the actions of such personnel. City of Vernon Equipment and Services Purchase Agreement November 4, 2011 9.3 Vendor declares and states that it has complied with and will continue to comply with all federal, state, and local laws regarding business permits and licenses that may be required under this Agreement. 9.4 Vendor represents that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of this Agreement. No person having any such interest shall be employed by or be associated with Vendor. 9.5 The person or persons executing this Agreement on behalf of Vendor warrant and represent that they have the authority to execute this Agreement on behalf of Vendor and have the authority to bind Vendor to the performance of its obligations hereunder. 10. NO ASSIGNMENT OR SUBCONTRACTING This Agreement may not be assigned in whole or in part by Vendor, nor may Vendor delegate or. subcontract its duties in whole or in part, without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void and of no effect. Consent by City shall not relieve Vendor of responsibility for performance of Vendor's obligations hereunder. Vendor is fully responsible to City for the performance of any and all subcontractors. 11. TREATMENT OF CONFIDENTIAL INFORMATION 11.1 Except as otherwise required by law, for ten (10) years after the effective date of this Agreement, Vendor shall (1) refrain from using any Confidential Information except in connection with performance of this Agreement, (2) refrain from disclosing Confidential Information to any third party other than to employees of Vendor who require it in performance of this Agreement and such other third persons as City may authorize in writing. If disclosure to a third person is so authorized, Vendor shall enter into with said person a confidentiality agreement containing provisions with respect to use and disclosure of Confidential Information substantially the same as those contained in this Agreement. 11.2 Vendor shall take reasonable precautions to safeguard any documents containing Confidential Information which City may supply to Vendor hereunder. Vendor may copy, in whole or part, such documents to the extent necessary for the performance of this Agreement, and Vendor shall return to City upon the completion of performance of this Agreement or request by City all such documents and copies. 11.3 Except as expressly permitted by prior written consent of the City, Vendor and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity. Vendor and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Vendor has delivered the Equipment pursuant to this Agreement. Vendor hereby agrees that such Confidential Information and any documents provided may be used by Vendor and/or its subcontractors only as authorized by the City. Vendor shall include a provision in its agreements with subcontractors that bind the subcontractors to this non -disclosure requirement. 6 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 11.4 All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Vendor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be delivered to the City as they are generated; however, Vendor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 11.5 All reports, information, data and exhibits prepared or assembled by Vendor in connection with the performance of this Agreement are confidential until released by the City to the public and Vendor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 11.6 No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Vendor. 12. COMPLIANCE WITH AUTHORITY 12.1 Vendor shall comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act and all those Applicable Laws relating in any way to employment practices and protection of the environment. Vendor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 12.2 Vendor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Vendor. 13. WARRANTIES 13.1 Software Warranty. Vendor warrants that for a period of ninety (90) days from date of shipment from Vendor (a) the media on which the Software is furnished will be free of defects in materials and workmanship and (b) the Software will function substantially as described in its Documentation when used on the hardware and with the system or configuration for which the Software is specified. Vendor does not warrant that the operation of the Software will be uninterrupted or error free, or that the Software functions will meet the City's requirements. The City's sole remedy under this limited warranty is (a) with respect to defective media, replacement of the media at no additional charge to the City if it is returned to Vendor during the warranty period with proof of the date of shipment and (b) with respect to the Software functionality, for the City to use reasonable efforts to provide a maintenance release, patch, or workaround or otherwise correct the Software to bring it substantially into conformance with the Documentation. This warranty does not apply if the Software (a) has been altered, except by Vendor, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Vendor, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in high -risk applications. City of Vernon Equipment and Services Purchase Agreement November 4, 2011 13.2 Equipment Warranties. 13.2.1 Express Warranties. Vendor warrants that for 12 months from date of shipment from Vendor (a) the applicable Equipment, components, or hardware, (individually or collectively "equipment") purchased from Vendor will be free from defects in material and workmanship, and (b) the Equipment will conform to Vendor's applicable hardware specifications, exclusive of separately licensed software, at the time of shipment. These warranties are provided only to the original purchaser of the Equipment under this Agreement and are not transferable unless agreed to in writing by an authorized representative of Vendor. 13.2.2 Remedy. The City's sole and exclusive remedy under this warranty is that Vendor will, at its option and without additional charge to the City, repair or replace any Equipment that does not materially conform to this warranty during its respective warranty period. 13.2.3 Defective on Arrival (DOA) Returns. If the City performs the initial installation of the equipment and the City rejects the Equipment because, within 30 days after shipment of the equipment to the City, it fails the City's acceptance testing against applicable hardware specifications, exclusive of separately licensed software, provided or agreed upon in writing by Vendor or its supplier before such acceptance testing, the City should immediately notify Vendor. Upon receipt of this notification by Vendor within the time prescribed above, Vendor will furnish replacement equipment to the City with the understanding that the City will within 30 days after receipt of the replacement equipment (a) return the non -conforming equipment to Vendor or (b) issue a purchase order to Vendor for the purchase price of the replacement equipment. Vendor will test any returned rejected equipment against Vendor's applicable hardware specifications, exclusive of separately licensed software. If Vendor determines there is no trouble found (NTF) with the equipment, the City agrees to issue a purchase order to Vendor for Vendor's then current fee for each returned item found to be NTF. 13.2.4 Warranty Returns. Before the City can return any equipment furnished by Vendor that the City believes does not conform to the above warranties, the City must first obtain a Return Material Authorization (RMA) from Vendor. To obtain an RMA the City should call 1-800-525-0303. Once the RMA is obtained and properly completed, the City must send the RMA to Vendor along with the equipment being returned. The City agrees that it will issue a purchase order to Vendor for applicable charges if (a) Vendor determines the equipment returned is actually out of warranty; or (b) the returned equipment is found to comply with the applicable hardware specifications, exclusive of separately licensed software. The charge for out of warranty repair will be based on a quotation provided by Vendor and mutually agreed to by the parties and the charge to cover returned equipment found to comply with the applicable hardware specifications will be the NTF fee as described above. If the warranty for the returned equipment is determined to be void for any of the reasons set forth in the section below, the equipment will be returned to the City without repair. Return of equipment to the repair facility designated by Vendor is at the City's expense. Equipment that is repaired, replaced, or found to be NTF will be returned to the City's point of shipment at no expense to the City. The City does not need to return defective software media. The City should contact Vendor and request a replacement CD. If, after exercising commercially reasonable efforts to repair or replace defective equipment, Vendor determines that the equipment cannot be repaired or replaced, then Vendor may, in its sole discretion, 8 City of Vernon Equipment and services Purchase Agreement November 4, 2011 provide the City a credit toward future purchases equal to the purchase price paid by the City, less a reasonable adjustment for beneficial use. Under no circumstances will Vendor or its suppliers have any obligation for any data contained in any equipment sent to Vendor or its supplier for repair Services. Title to non -conforming equipment returned by the City that is replaced by Vendor or its supplier passes to Vendor or its supplier when the returned equipment arrives at the facility designated by Vendor. Title to equipment sent to the City as a replacement for non -conforming equipment returned by the City will pass to the City upon delivery to the City, provided the equipment the City returned as non -conforming was fully paid for; otherwise, title to the replacement equipment will pass when the City has paid the full purchase price. 13.3 No Implied Warranties. Except as expressly provided in this agreement, there are no warranties, express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. 13.4 No Liability. Vendor's warranties are void and Vendor disclaims any obligation under this article or any quote if: (a) the warranty period has expired; (b) the Equipment has not been stored, configured, installed, operated, or maintained in accordance with Vendor's applicable specifications, documentation, and instructions for the Equipment or packed for return in accordance with Vendor's instructions or reasonable care (e.g. avoiding the possibility of electrostatic discharge damage when packing equipment); (c) the Equipment has been subjected to accident, disaster, neglect, abuse, misuse, damage (e.g. burned, cracked, etc.) repair, or modification in any respect, by anyone other than Vendor or its authorized service representatives without prior consent; (d) the Equipment's performance is adversely affected by materials, equipment, software or services provided by an entity other than Vendor (including without limitation small -form - factor pluggable modules, alien narrowband direct -connects, and any other alien parts, except to the extent expressly authorized by Vendor); or (e) anyone other than the City asserts the warranty rights without the City first advising Vendor in writing. 14. LICENSED PRODUCTS. 14.1 Defining Licensed Eouipment. Software and documentation are Licensed Equipment. Software means the machine-readable (object code) form of computer programs, instruction sequences, or other like data residing in or necessary to use the equipment, components, or hardware furnished by Vendor and includes any subsequent revisions, patches, fixes, updates, or upgrades thereto. Software includes base Software and any individually licensed NE Software features that are purchased, accessed or otherwise activated by the City. Software may be provided by Vendor and third parties. Vendor will provide or make available third party terms and conditions that may apply to the Software or third party software to be furnished by Vendor. Vendor may provide software in any electronic, magnetic, optical, or mechanical media, in loadable or downloadable form, or embedded in a Equipment. Vendor does not license any human -readable source code to the City. Documentation means all supporting or informative material related to the use or maintenance of Equipment, provided in print, electronic, or any other format. 14.2 Grant of License. Vendor will license Licensed Equipment to the City solely for the City's internal use without any right to sublicense. Upon delivery of Licensed Equipment to the City and payment by the City of the applicable license fee for base Software and individually licensed Software features or other consideration as determined by Vendor, City of Vernon Equipment and services Purchase Agreement November 4, 2011 Vendor grants and the City accepts a non-exclusive, non -transferable right -to -use (RTU) license to documentation and to software that is embedded in or loaded, activated, accessed, or downloaded into any Vendor furnished Equipment only for the use intended by Vendor on and with that Equipment. These license terms also apply to any other software that Vendor furnishes to the City unless other license terms are furnished by Vendor (a) with the other software or (b) during the load -key acquisition sequence the City must perform to obtain access to the other software. 14.3 Restricted Rights. The City may not modify, adapt, translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from or create or prepare derivative works of or from Licensed Equipment. The City may not distribute, sublicense, rent, lease, loan, publish, timeshare, or transfer Licensed Equipment or remove, alter, or in any way obscure any proprietary notices on Licensed Equipment. The City may not publicly display visual output or publish any test results of the software, or make unauthorized copies of any portion of the Licensed Equipment. The City may not use the Software in inherently high -risk applications such as, but not limited to, aircraft navigation or communications, nuclear facilities, mass transit, or medical emergency communications. Vendor licenses Licensed Equipment to the City as set forth herein or only with restricted rights. If applicable laws and regulations would grant the City greater rights than granted herein, then the City will receive only the minimum rights required by those laws and regulations. Use, copying, or disclosure by the City is subject to applicable restrictions in any of the following: paragraph (c) of the Commercial Computer Software - Restricted Rights (June 1987) clause at FAR 52.227-19 and the Restricted Rights Notice of subparagraph (g)(3) of the Rights in Data - General (June 1987) clause at FAR 52.227-14. 15. NE SOFTWARE. The following terms and conditions are only applicable to NE Software 15.1 Additional Restriction. NE Software is licensed as a single product with individual Software license features and may not be separated for use other than as permitted above. 15.2 Third Party Terms and Conditions. Copyright 1992-2010 The FreeBSD Project. All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. THIS SOFTWARE IS PROVIDED BY THE FREEBSD PROJECT "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE FREEBSD PROJECT OR CONTRIBUTORS BE 10 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The views and conclusions contained in the software and documentation are those of the authors and should not be interpreted as representing official policies, either expressed or implied, of the FreeBSD Project. © COPYRIGHT DATA CONNECTION LIMITED 2011 16. SOFTWARE. 16.1 Release Level Definitions: "Major Release" means a software release or version that contains what Vendor in its sole discretion defines as significant new features and capabilities. A Major Release will typically be announced as a major release or version in a New Equipment Announcement. "Minor Release" means a software release, version or service pack that contains what Vendor in its sole discretion defines as a more limited set of new features and capabilities, and will typically be announced as a minor release; version or as a service pack in the Software Release Notes. "Maintenance Release" means a software release, version, or patch that contains what Vendor in its sole discretion defines as a software fix that is issued to fix or work around significant software non -conformances. A Maintenance Release will typically be announced as a maintenance release, or version, or as a patch, in the Software Release Notes. 16.2 Software Su000rt. Vendor may at any time discontinue development, sale, and support of ("manufacture discontinue") a software Release, including issuing of any Maintenance Releases for that Release of a particular software Equipment upon 6 months' advance notice to the City. Despite the previous sentence, Vendor may, in its sole discretion, manufacture discontinue any Obsolete Release without advance notice. An Obsolete Release of a Equipment is one for which there have been 3 subsequent Major Releases of the Equipment. The City acknowledges and agrees that Vendor's announcement of general availability of the most recent Major Release of the Equipment may provide notice of the immediate effective manufacture discontinuance of any Obsolete Releases of the Equipment, and no prior advance notice is required. 16.3 Recordkeeoing/Network Audits. The City agrees to maintain records establishing its right to use the Software and any Vendor interface. Upon request, the City will provide Vendor written verification of usage for Software Releases, individually licensed features and interface connections. Upon 10 days written notice, Vendor (or its authorized representative) may audit the City's use of the same. The City agrees to pay any applicable fees for any usage in excess of license rights within ten (10) days of written 11 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 notification. Pricing for non -reported usage of Software Releases, individually licensed features and interface connections will be based on pricing in effect at the time of the notification. 17. PREVAILING WAGE FNC shall comply with the provisions of the Labor Code of the State of California, relating to Public Works wages. These provisions require the FNC to pay not less than the "General Prevailing Wage Rates" to all workers employed in the execution of the contract and to post a copy of the "General Prevailing Wage Rates" at the job -site, in a conspicuous place available to all employees and applicants for employment. Upon execution of this Agreement, FNC shall contact and cooperate with the City of Vernon, Public Works' Office of Agreement Compliance Labor Section in regards to submitting any payroll documentation and other related information pertaining to workers on this project. The "General Prevailing Wage Rates" shall be those rates as determined by the Director of the Department of Industrial Relations of the State of California. Copies of these rates are on file in the Office of Agreement Compliance, Bureau of Agreement Administration, telephone (213) 847-1922. Information regarding prevailing wage rates may be obtained from the Division of Labor Statistics and Research, Prevailing Wage Unit, P.O. Box 420603, San Francisco, CA 94142, Telephone (415) 972-8628, Fax (415) 972-8640. 18. TERMINATION OF AGREEMENT Non -Default Termination 18.1 City, at its sole discretion, may terminate this Agreement upon three (3) days written notice to Vendor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the three (3) day period after such notice is sent, the parties shall continue to act toward each other in good faith. In this instance, Vendor agrees that City shall be liable only for costs of labor actually expended and materials actually used. In the event of any termination of this Agreement, Vendor shall not be entitled to damages for loss of profits for the unexecuted portion of the Agreement or any other damages because of such termination or reduction. Termination on Occurrence of Stated Events 18.2 This Agreement will terminate automatically on the occurrence of any of the following events: 18.2.1 Bankruptcy or insolvency of either party; or 18.2.2 Sale of the Vendor; or 18.2.3 Assignment of this Agreement by Vendor without City's written consent. Termination for Default 12 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 18.3 If Vendor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Vendor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. 18.4 In the event of any termination of this Agreement, Vendor shall not be entitled to damages for loss of profits for the unexecuted portion of the Agreement or any other damages because of such termination or reduction. 19. COMPLIANCE WITH ALL EXPORT LAWS AND REGULATIONS. The parties agree to: (a) comply in all respects with the United States Export Administration Regulations (EAR), as amended, which provide generally that no commodities or technical data, including any hardware, software, or other technical data (or direct products thereof) provided under this agreement, will be disclosed (including to foreign nationals in the United States), or otherwise exported or re-exported, directly or indirectly, without first obtaining all prior approvals from the U.S. Department of Commerce as required by the EAR, and to comply with all prohibitions against exports or re-exports involving restricted or prohibited persons, entities, or countries, or proliferation end uses or end users (engaged in nuclear, biological or chemical weapon, or missile development), all as explained in detail at www.bis.doc.gov/; and (b) comply in all respects with the United States Foreign Assets Control Regulations, as amended, which prohibit generally any involvement in dealings or transactions, directly or indirectly, with proscribed countries, companies, and individuals, including foreign countries embargoed by the United States, and foreign nationals and companies identified by the United States as engaged in improper activities or representing the interests of such embargoed countries, as well as other countries, entities and individuals so designated from time to time by the United States government, all as explained at www.treas.aov/offices/enforcementlofac. 20. GENERAL PROVISIONS 20.1 Waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.2 Notices. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. 20.3 Entire Agreement of the Parties. This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the Equipment to be provided 13 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 by Vendor under this Agreement and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. 20.4 Exhibits: Precedence. All documents referenced as exhibits or as the Cover Page in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between this Agreement and any of the exhibits incorporated by reference, the provisions of this Agreement shall prevail. 20.5 Partial Invalidity. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. 20.6 Arbitration and Venue. Each party shall submit in writing to the other all disputes and claims arising under this Contract. Within fifteen (15) days of receipt of such notice, the parties will make reasonable efforts to meet to resolve such claims. If such resolution cannot be achieved within said fifteen (15) day period, the dispute will be escalated to a four (4)-member panel composed of two (2) principals from each of the parties. At least one principal from each party shall be of senior management level and shall have the authority to enter into an agreement resolving the dispute, claim or difference, subject to the approval of the party's board of directors, if necessary. The principals shall meet no more than two (2) days in an effort to negotiate a settlement of the dispute or claim, unless there is unanimous agreement regarding an extension of the negotiating period. In the event the principals are unable to reach a resolution satisfactory to the senior level members of the negotiation panels, then . the arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the arbitrator shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. 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. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. 14 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 20.7 Allocation of Fees and Costs: The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party. 20.8 Attorney's Fees. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 20.9 Force Maieure. Neither party shall be considered in default of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 20.10 Modification. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Vendor and the City and approved as to form by the City Attorney. Vendor expressly waives all claims for compensation based upon quantum meruit, implied contract or oral contract. 20.11 City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Vendor. 20.12 Headings and Captions. The headings and captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. 20.13 Counterparts. This Agreement may be executed in counterpart originals, each of which is deemed to be an original for all purposes. 20.14 Duplicate Originals. This Agreement may be executed in duplicate originals, each of which is deemed to be an original for all purposes. 20.15 Reservation of Rights. City reserves the right to award similar contracts to multiple Vendors to ensure the City has adequate services. 20.16 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. 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. [Signatures Begin on Next Page]. 15 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Fujitsu Network Communications, Inc., a and California municipal corporation California corporation . By: � By: Mayor Pro-Tem Name: WILLIAM DAVIS ATTEST: WILLARD YAMAGUCHI, City Clerk APPROVED AS TO FORM: WILLARD YAMAGUCHI, N ISKIBM ijr A Chief Deputy City Attorney in Title: Senior Vice President, Salef Jsy: Name: buro T ma Title: Executive Vice President & CAO City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Exhibit A Equipment Pricing 1 A-2 FLASHWAVE CDS Nodes - qty=8 $78,430.00 2 A-4 FLASHWAVE 9500 Nodes - qty=2 $206,057.00 3 A-5 FLASHWAVE 9410 - qty=10 $10,359.00 4 B-12 & B-26 Equipment, Installation and 5 years of Support $495,548.49 5 A-6 Battery back-up option - qty=2 $20,580.00 Spares are not included TOTAL PRICE A-1 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 w o Z W w O M� O a ',.. N T fA Y3 � w C o 0 C C o -' O o Wy N Cl N (O I N N O tOA I N fR -, O fA N f9 n N - (O co co O GD co M 0 `.. O O O O O O 0 O O O O r O O -ci `- N 7 MO a —7 w LU M o m N LL LL a M 0 M 0. Z U LL II, U y ,.:. v w H OOf OOf OT LOf U OOI O O O p IL K LLILL IUL ILL ILL LL LL.. ILL N N$ W N W N 0 Ea U a- o l m C _ Eo p N H M M O w y U. 0 O O C C7 g U- `:. 4'i W w a (U y -Li v E 0 = Icc r o LL Q_ 0 h : a Cl) m o L ZLU IR U i Lu _ 0 y 'Q m i s aM G'. c LL CDt N .N 0 E c 0 U 2 y m ,' LL E c C N O g U j 00. LL U M -G. a ti c a E ,y cl e U Eo .0 c�i 00 Q; P. t LL 3 ¢Uw R¢ Q¢ ¢¢ y Q 3:LEp to to y� iny o w 0 y m m of �SL gLL 0 g'0 COg S LL Lc LL n M N n r La 0 N z CU X J LL w J LL N a U c 0 m U M 7 0 0 C E G/ Z 6 E E w WO O O O 0 0 O Ww I— x i w in w W 1 a ui c 10 1 'i o 3 0 S o r o6i a0 Z M,- O M, w 0 w a0 O - L Nw C6 C6 caw 1 �I d I i i M N N N i O O O O O O O LU 0 !U') 0 3c 0 O M N Z w °> w k w W � 6% M N N I N to a W:. 7'. a N Ow N H w w w w w K w _ Z a U- a- IT o Z 10 0 000 OMco o 0 N N u0i Ul) a 0 0 0 0 0 0 LL LL0 LL LL > a t N O N � � C .y I a1 � � w y i 0. C c 0. LL U)i O(I o 0 LL E' a Z O °77yLL v o 0 O co a LO es yI� 1'I� Y N�OjY} > ° .i y'V _ 0. `° cY, ° .6 .0 ul LL °' Ott c W u �__ 00 3 WIC �'d E Z O ,L do x W Q, t m F- V co w C C a0 K u�i LL ar. a)� N(M cn ] O 0- IL O O O O V' OeD w co C4 (n (0 w w , 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 au co o o (d 0 o c o LO m m o o n o cy M 0 (�s (n w O `w Nw L 000 in w in w N N N N O O O O O O O O O O O O O O O O O O O O O O a0 co n O O m O O O O N m N I� W O1 w R to M O O O O In c0 OI O M L w o (4 to n" w in w a00 N N N N 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 o 0 O 0 o. 0 O 0 0� o o (o 0 0 0 0 o c vi m H h O O O O n fo 0 ((0 ((00 O 1- M 1 y3 � w «n » (AVn w 0 0 2 7 ( N N O O 2 O g a oo O Q o m O O O p O N b O N O m �0 m O m U m R to L O O co O m m O F 8-� M U U U o Q v O N U U U 4 (0 7 LL LL 0.0 x m N N 0-' 2' !L LL Z LL x m rya O ca w N F N LL, a x W a: a LL x X m Q v L° x N N M .0 OI Oo .. O .L.. al N W a) LL y m _O a ..°.. o o a LLo Q. c0. m LL x m 0) c_ LL (v N ,O m m o W Q W Q 0 La E v u v N; O a) L _ V1 uJ U m w E L) 0 W JQ L E y LAD p C rC •2 N 7 C W rn. LL m v mY Imo— H 0 0� z a) m w ; d O: K Q Q N o E _° y aOi O O a.— v in o m H g '-gyp a) b 0 N a1 d N o. o° a; N N m T m LL .rs 0: 0: co (q Z Z lL lL CO m E P w -r \/ §! 13 C, k\ �\ j k 04§ • CL kk� �i j/ ki § IE � )§to k) UU / 04N 4 7 § \ 0 §-. § \ . ;_ w, .§ 2 3 a k� CL � ! 2« =a i §a ` ) CD § U. k (� \ )CO ) -) 8 f; ƒ aZ # _ 0 (} \ . w >a , §\2�® / 2 12 9 / ,!■�■ \ \ d\§k0 ! Cb ■ -2 co LQ (k■23§a (/ kE \ £72�a-L | Viaƒ $§Lz}]»§ L. § -( 7 MM \ CL ) kD j ]M § ) kE )) § ) �Cc m (D \ r0 m 0) ) §# ! �k 0 2) m 2f $ Ec/ k2 ee | ;2 u 2 Battery Back -Up VernonCity Hall 2185-TBD-KIT-1 KIT, RECT/BATT, 320OW, 0.5/1HR $10,290.00 Vernon Fire Station #1 2185-TBD-KIT-1 KIT, RECTIBATT, 320OW, 0.5/1HR $10,290.00 t 4,ltlet 2 4 .�y�,� iai rd .:� a..p 67 '�w �Ct+ Cl3Yl 7 r�Yf 8 1 +ir n� 9 f r.� •i yy�� 4"' ',' e" � "�,�n(pr f��" �✓ �F� wxe, 1y,,,r f 3� vk M F x t aJ' _'�3 `PIG4 qnr 3 Yx uap '�rr'7"'-�a: av'!.tu�'Qt�{ a. , ��i.`.°�'�t, >r ��il', "�.���•�.^<�' ti�''�,I'�o�R,�, r.:c. %>ra'A)�'�s3i'.k?E✓t',',v„ 3.'� 3 1 t i kNs 10 PG�6b1`050�?d;<y"43 �)+1IE�h 1 Nf 1�"A G CD y{+$ =Wa yy i� 12 H?t35L,OQ01' 0020#j >,b, a 16' LliG'2H,41;4 10„AWG;,1,(4 BS'S/B,CD 13 5C66'01057Q14' ,.,°`'}'' '`y2+ 1iPOWC�ppHi1R' AW,GFW950,b ` > 14 HgfisQ00� 02Qt�dtis"`cl< K,r �IpabL O'QOj( 'j� y f"i's o- ' "$„ °"` 6 xl's�i ,Ll 621 'AWG >�`/4 BS 5/F CD h" f 1 ?{tSQ�G'S,�Fzirt/jP�I1Ea xr s: ys _T� Y (@B� kixia �;"yam re �ti �,'I s y' `& V 4 Su1✓�, > P `� N;�A i 15 16 0611 YaO%� �,. v .,4 � 1% Y �j (r�,77 �rL C '^ Ty' COAh g..3z., i ca i/IBLA 3+, j{ �y,(�..y.. _$pi f�FI Qv, ,,+(�' fd[v Wlik��lh`, �ly:Ci a fY �'.i�Nm 18 K;. #_ JiA;Lv�00�b1"fi9� '>i 1.� 1 ( ,_., q 1 s`�.tis xy s b 19 p..a < �, r 20 A-6 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Exhibit B Services 1. Services Description. Fujitsu will provide the Services set forth in 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. 2. Fees and Payment. 2.1 Service Pricing and Fees. The fees for the Services are set forth in Attachment A. 2.2 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. 2.3 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 2.4 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. 2.4 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 and shall provide such supporting documentation as may be necessary to substantiate the amounts invoiced. 2.5 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 11 below. 2.6 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. This Section does not apply to products and services provided by Cisco and the two upstream service providers. 3. Insurance. 3.1 Fujitsu agrees to provide insurance to City in the amounts and forms specified in Attachment C, which is attached hereto and made a part hereof by reference. Fujitsu shall B-1 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 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. 3.2 Fujitsu shall require each of its sub -consultants to maintain insurance coverage which meets all of the requirements of this Agreement. 3.3 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. 3.4 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. 3.5 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. 3.6 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. 3.7 Any deductibles or self -insured retentions must be declared to and approved by City 4. Security Requirements and Work Site Access. 4.1 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. 4.2 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. 5. 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 B-2 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 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. 6. 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 of its affiliates with a bona fide need to know, shall inform their employees, agents and subcontractors of their obligations hereunder, and shall take all necessary steps with regard to its employees, agents and subcontractors, by agreement or otherwise, to satisfy fully its obligations under this Section. Each party shall to the extent permitted by law immediately notify the other party of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with that party's legal counsel in responding to any such order or subpoena. Except as required by law, the subpoenaed party may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after the disclosing party's legal counsel has exhausted any lawful and timely appeal or challenge. In addition to any other remedies that it may have at law or in equity, either party shall be entitled to seek a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Confidentiality Section. Both parties acknowledge that in case of such breach or threatened breach of said provisions, the aggrieved party may have no adequate remedy at law, and the aggrieved party shall not be required to post a bond or other security or to prove actual damages. The obligations of this Section shall survive the termination of this Contract for a period of two years. Neither party shall have rights in the Confidential Information of the other party, by license or otherwise, by virtue of its disclosure hereunder. The parties expressly agree that failure to comply with this Section shall constitute a sufficient basis for the aggrieved party to B-3 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 seek injunctive relief for breach of confidentiality or pursue any other right it may have at law or equity. 7. Warranty. 7.1 Fujitsu warrants that Services will conform to the Services set forth in Attachment A. 7.2 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. 7.3 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. 7.4 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. 8. 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 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. 9. 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. 10. Delayed Performance. 10.1 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, B-4 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 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. 10.2 Notwithstanding anything to the contrary contained herein, Section 10.1 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 10.1. 10.3 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. 11. Default. 11.1 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. 11.2 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. 12. Remedies. 12.1 Upon default of City, Fujitsu shall have the right to exercise any one or more of the following remedies: 12.1.1 by written notice to City, Fujitsu may terminate this Contract. 12.1.2 recover interest on any judgment received by Fujitsu until such judgment is paid at the highest rate permitted by law; B-5 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 12.1.3 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; 12.1.4 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. 12.2 Upon default of Fujitsu, City shall have the following remedies: 12.2.1 By written notice to Fujitsu, City may terminate this Contract. 12.2.2 Require Fujitsu to assign to City the rights to receive maintenance coverage and other services provided by Fujitsu and Cisco. 12.2.3 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. 13. Work Product. 13.1 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. 13.2 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. B-6 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Attachment A Services ATTACHMENT A-1: Engineer Furnish & Install ATTACHMENT A-2: Network Operations Center Monitoring Services B-7 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Attachment A-1 Engineer Furnish & Install Locations Site A: 4305 S. Santa Fe Ave., Vernon, CA Site B: 3775 Fruitland Ave., Vernon, CA Sites - Engineer Furnish & Install: Labor Items-- A B SHELF INSTALLATION QTY QTY Number of shelves to be installed in the 1st Rack or Cabinet 2 8 TIMING CABLE INSTALLATION QTY QTY Number of Timing Cables from 0 to 50 ft to install 1 0 HOUSEKEEPING/ALARM CABLE INSTALLATION QTY QTY Number of Housekeeping / Alarm Cables up to 50 It to install 2 2 FIBER MANAGEMENT INSTALLATION QTY QTY Number of Fiber Jumpers, 20 meter pairs to install 44 80 STENCILING REQUIREMENTS QTY QTY Number of miscellaneous labels to install 220 440 FRAMEWORK REMOVAL QTY QTY Number of shelves to be removed from Rack or Cabinet 2 2 Sites -- Turn -Up & Test -- A B General Requirements Create Job Start Package (JSP) for work to be accomplished ✓ Contact local Operations Manager/Engineer to inform that tech is on site. Meeting is also for FNC TSE's to keep the Operations Manager/Engineer up to date on daily progress of the project. ✓ ✓ Site Clean-up at end of each working day ✓ ✓ Installed inventory of equipment. Performed by FNC TSE; includes a final retrieval of Equipment/Facilities and service states of the equipment installed in the shelf. ✓ ✓ Test Results / Documentation - Production of final project documentation. Includes documentation of all test results, power measurements, light readings, and provisioned system parameters. ✓ ✓ Generic MOP ✓ ✓ FW9500 QTY QTY Visual inspection of Shelf installation and cabling. The TSE will review the installation of equipment and work with the customer to resolve any concernslissues which impact the turn -up 1 1 B-8 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Sites -- Turn -Up & Test -- A B and testing of the equipment. Verify DC power - Measure and record DC voltage measurements on the rear and front of the shelf. Performed by FNC TSE to ensure that power requirements are within specifications. 1 1 Inventory/Unbox/Inspect/Slot. Includes verification of inventory on site versus the BOM, 1 unpacking the units, inspection for damage, and slotting of the units. 1 Installation of Common Plug -In Units - Includes installation of the Fans, Management Units, and STS Switch Fabrics, and Common Equipment Switching Tests 1 1 Provisioning System Level Parameters - Includes provisioning of the System Parameters, SID, Date/Time, Users as required, Task Groups, user Groups, RADIUS Security Parameters, 1 Contact/Location information, Grade of Service parameters, and disconnect 1 features/Housekeeping enable as required, and System Synchronization. Shelf provisioning and Intershelf LAN connections - Provisioning the Main shelf type, provisioning the Tributary shelf type, connecting the intershelf LAN cables, and placing Tributary shelves in 1 1 service. Provisioning OSS Interface Operations - Provisioning of the OSS parameters, and IP Access. 1 1 Provision PM Thresholds. Includes changes of default PM thresholds as required by the customer. 1 1 Provisioning of Carrier Oriented Ethernet (COE) Services - adding of COE Service Equipment (ETA1, EXX1, EGS1 and corresponding SFPs/XFPs), creation of OCH107/111 where applicable; 44 44 and provisioning of COE interface facilities. Span Acceptance Testing 1 1 Synchronization Acceptance Testing - Automatic and Manual Switch testing of an externally or Internally timed NE. 1 1 Test Add/Drop Service ROADM - 15 minute circuit test, and manual/automatic ring switch testing. 1 1 Engineering Package 1 1 CDS QTY QTY Visual inspection of. Shelf installation and cabling. The TSE will review the installation of equipment and work with the customer to resolve any concerns/issues which impact the turn -up 4 4 and testing of the equipment. Verify AC/DC power to the power connections to the PSU. Performed by FNC TSE to ensure that power requirements are within specifications. 4 4 Provision System Level Parameters - Provision WAN type, Communications, System Level Options, User Creation, and Access Security Options 4 4 Inventory/Unbox/Inspect/Slot. Includes verification of inventory on site versus the BOM, unpacking the units, inspection for damage, and slotting of the units. 4 4 Provision System Level Parameters - Provision SID, Date/Time, Contact and Location Information, CAC parameters, Security Mode, General Security Parameters, Task Groups, User 4 4 Groups, and Users. Provision LDP1 Plug-in units for Data Services -includes unit provisioning, SFP/XFP provisioning, creation of MVLAN for management. S 8and Acceptance testing - synchronization reference switch testing, and loopback testing. 4 4 B-9 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 -- Custom Services-- * During a customer scheduled maintenance window at City Hall and Fire Station # 1 migrate existing circuits from existing Attica A2100 and 4100 equipment to new Fujitsu FLASHWAVE 9500 and CDS equipment. * Provision all VLANs (qty of 46) from A-100s to Hub site (ISP). * Provision Mgmt VLANs (qty of 46) from to FNC NOC switch. The following lists applicable Notes and Assumptions Common Notes and Assumptions Upon completion of the work, FNC will provide customer for signature a Completion Notice for each site. A customer signed Completion Notice will constitute site acceptance. Unless the customer specifically states otherwise in writing, the site shall be deemed accepted thirty (30) dates from the Completion Notice date. i EFI Notes and Assumptions 1. Perform Site Survey for each applicable site. 2. Create an Installation Specification using information gathered during the Site Survey(s). 3. Pprovide "as-builts" based on any changes to the Installation Specification which occur during the installation effort. 4. Perform Inventory of all material received prior to beginning installation effort. 5. Prepare Method of Procedures (MOP) per TL9000 requirements. 6. Provide clean-up which includes removal of trash and packing material on a daily basis. 7. This quotation is based on work being performed on consecutive calendar days with reasonable and customary site access. 8. Any customer delays may give cause for equitable adjustment to price and schedule. * Price assumes that rack space and -48Vdc power is available: * City to provide.AC outlets within 5 ft of the installation. " No cable holes require opening, closing or sealing. * All aux. frmg., cable rack, fiber management, Fiber Panels assumed to be existing. * Any required fuses or circuit breakers will be customer provided. * No timing cables included in this price. ` Fibe,'r/cable pulls assumed to be 50ftror less_ * Price may be revised pending Site Survey results. * Pricing assumes that alit two (2) locations will be purchased together and only one trip into the area will be required. * Additional trips will incur additional charges. * Any delays or changes in scope may incur additional cost. Removal. * Remove two Attica shelves and two FW 4300 shelves at each location. * Pricing does nottinclude mining ofcables or mining of fibers. * Pricing does not include any packaging materials, packing of the equipment or shipping of equipment. * It is assumed that the equipment will be decommissioned and powered down prior to the start of the de install work. * Any delay or change in scope may 1ricur additional cost. s * Pricing is per site., Turn -Up & Test Notes and Assumptions 1. Any out of scope work (e.g. additional testing, customer equipment pickup, etc.) or customer caused delays (e.g. customer provided material shortages, customer provided facility changes, customer imposed restrictions, etc.) will be handled through the change management process, and may incur additional charges. 2. Unusual delivery conditions - crane, window removal, special permits, etc. - and site not accessible by normal methods of over -the -road transport, will require additional funding. '®r City of Vernon Equipment and Services Purchase Agreement November 4, 2011 3. Optional services such as software and hardware upgrades, live -traffic moves/adds/changes, DCN engineering, integration testing with other vendor equipment, etc. are not included, unless specifically identified in this scope of work. 4. Test & Turn -Up work will be performed on consecutive calendar days, unless specifically identified in this scope of work. 5. Any hardware (e.g. ladders) required to access fiber management systems will be provided by the customer. 6. This Agreement does not include any pickup and/or delivery charges for customer provided equipment and/or material. 1. Fujitsu will be replacing the existing DCN equipment used to monitor and manage the City of Vernon's CDS, FLASHWAVE and server network. Fujitsu will install the new equipment in parallel with the existing networking equipment to minimize downtime for the customer. Fujitsu will be replacing the existing frame - relay circuits with dual Secure IP VPN circuits to separate ISPs for redundancy and load balancing capabilities. Fujitsu will utilize BGP as the routing protocol for network access and management. 2. City of Vernon (City) will be purchasing the Cisco routers, switches and firewall for the DCN implementation. City will be required to make arrangements to ship equipment to the Fujitsu NOC Richardson, TX facility for configuration at City expense. 3. The initial hardware configuration will be pre -staged at the Fujitsu facility in Richardson, TX. The equipment will be pre -staged at the Fujitsu facility for shipment to the customer facility for test and turn -up. Fujitsu will make arrangements to ship configured Cisco products back to City location in Vernon, California. Final configuration and streamlining of the Network will be completed at the customer location by a Fujitsu representative. 4. The duration of the Network Upgrade and Migration project will be approximately 90 days due to equipment ordering, circuit ordering, equipment installation configuration and testing. This is an estimated timeline to allow for proper installation and testing of the new Network. Equipment and Circuit order will occur concurrently. 5. Hardware Description and Circuits a. (2) - Cisco 3925e Routers b. (2) - Cisco ASA network appliances c. (1) — Cisco 7609 d. (2) — 45Mbps MPLS circuits ordered from 2 ISPs for Dual Homing utilizing BGP routing protocol 6. Timeline for Installation a. 45 - 60 days for Hardware ordering and delivery b. 45 - 60 days for Circuit ordering and installation c. 30 - 45 days for Hardware installation, configuration and testing 7. Atrica to FLASHWAVE Installation and Migration Fujitsu will perform installation, test & turn up of City's newly purchased FLASHWAVE 9500, CDS and FLASHWAVE 9410 products and migration of the existing Atrica and FLASHWAVE 4100 equipment in the City network to the new network. Fujitsu will perform installation, test & turn up and migration of the newly purchased City equipment per the scope of work detailed in this Agreement in parallel with the existing networking equipment to minimize downtime for the customer. B-11 City of Vernon Equipment and services Purchase Agreement November 4, 2011 Pricing Out -of -Scope Work: Fujitsu's T&M rates for Tier II and Field Test Engineers: $1,720 per 8-hour day plus travel, living and mobilization. B-12 City of Vernon Equipment and services Purchase Agreement November 4, 2011 Attachment A-2 Managed Services 1. NOC Monitoring and Management Fujitsu will continuously provide a set of Managed Services 7 days per week, 24 hours per day, 365 days per year basis. This will include monitoring and management of the Network from Fujitsu's primary or secondary NOC locations. Fujitsu will provide premium NOC Services, which encompass a wide range of fault, performance and network management functionalities to support City's Network This is a Tier I, Tier 2 and higher NOC monitoring service which will interface with City on the exchange of trouble tickets and network issues. It may take trouble reports from Fujitsu Help Desks or City network administrators, but will not interface directly with the City end -user. Conversely, unless otherwise directed, Fujitsu's NOC will report problems in the City Network to the City point of contact via e-mail, or through Fujitsu's web portal. Alternative arrangements can be made as mutually agreed by the parties. Fujitsu's NOC will interface, pass information and coordinate trouble shooting in any of the following ways: (i) Direct telephone communications or conference calls in English while working in real time with the technicians to resolve a problem, (ii) Exchange of a -mails or files where information needs to be documented. 1.1 Fault Management The objective of Fault management is the timely identification, isolation, diagnosis, and resolution of Network troubles. Fault management will be responsible for accepting events (such as alarms and alerts) from Network elements, filtering duplicate and informational messages, correlating alarms and routing the information to the appropriate user(s). Fault management services have been categorized into the following areas: (i) NE alarms parameter setting, (ii) Alarm collection & archiving, (iii) Alarm filtering, (iv) Alarm correlation, (v) Alarm routing, (vi) Alarm processing and user interface, (vii) Fault diagnosis, (viii) Service restoration and Fault correction, (ix) Facility identification, (x) NE alarm status upload/reporting, (A) Alarm parameter customization, (xii) Reports 1.2 Performance Management Performance management provides monitoring, evaluation, and reporting capabilities for Network status and activity. Performance management services have been categorized into the following areas: 1.2.1 Performance monitoring - Performance monitoring entails providing a near real- time view of the Network and equipment's performance. 1.2.2 Trend analysis — The process of reporting on long-term performance trends and performance degradation for a particular Network component or segment based on historical reporting from archived data. B-13 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 1.2.3 Proactive monitoring — The process of early notification of potential problems based on an NE's performance monitoring statistics and threshold levels. 1.2.4 All performance management services are determined by the information provided by the Network components being monitored. 1.3 Configuration Management Configuration management is the process of collecting and maintaining the electronic configurations of Network components in order to maintain an accurate view of the managed Network at all times. Network configuration represents each definable component of the managed Network, along with information about a component's state and attributes. While the inventory database provides the basis for the graphical representation of the Network, Network configuration guides the representation of changes of state in the Network. 1.4 Circuit Resource Management Circuit resource management is the process of designing, provisioning, activating and maintaining an inventory of all the circuits within the managed Network. Circuit resource management Is comprised of the following services: 1.4.1 Remote circuit design and provisioning — Fujitsu will design the circuits taking into consideration bandwidth utilization, quality of service to be provided, and Network weighting parameters to provide the most effective design. 1.4.2 Circuit inventory — Fujitsu databases will maintain an inventory of the circuit's and equipment within the managed Network. The databases will house information about the location, type, serial number, and any relevant information to maintain an accurate inventory of all circuits and equipment. 1.4.3 Remote circuit connection and activation - Circuit connection management refers to the process of establishing, maintaining and tearing down connections within the managed Network. 1.4.4 New circuit request will follow the Fujitsu Change Control Request (CCR) process — City will request circuit changes by submitting a CCR template prior to the required date. Circuit change dates are determined by the number of requested changes per template. Time frames are captured within the template and range from 3, 5, or 10 business days from circuit change request date. 1.5 Security and Violation Reoortinq 1.5.1 Fujitsu is responsible for the security and management of its MPLS network connections between the Primary and Secondary NOC locations. Fujitsu will report on activity related to changes in the MPLS configuration including authorized and un- authorized changes. 1.5.2 City is responsible for the physical security of all equipment identified in Attachment B. City is responsible for the security of the payload and any encryption that B-14 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 may be used with the payload. 1.6 Language for NOC Operation All NOC operations are conducted in English. This includes all trouble tickets, response to inquiries and all reports provided by the NOC. 1.7 Third Party Management 1.7.1 Fujitsu will contact any third party or OEM for escalated support as required. For Fujitsu to contact the third party or OEM, City will be required to sign into a maintenance contract with the OEMs (i.e. Cisco's SmartNet agreement for technical support and hardware replacements.) City will also be required to provide a Letter of Agency (LOA) to the OEM and Fujitsu giving Fujitsu the right to call the OEM on behalf of City for the escalated support and/or hardware dispatching. Without the OEM support agreements in place and an LOA, Fujitsu will only be able to provide "Best Effort" support on the OEM product lines. Thus reducing restoration time and capability to restore. 1.7.2 Fujitsu will work with the City Internet Service Providers (ISP) as required for ensuring configurations, routing and bandwidth requirements are met. Fujitsu will also work with the City ISPs for any scheduled maintenance, equipment replacements, upgrades or re -engineering of the network design as requirements change. All work will be completed under Letters of Agency (LOA) from the City granting ISP support to Fujitsu for required work. Fujitsu will act as the primary point of contact with City's subscribed ISPs. 1.8 Data Communications Network The network providing operation, maintenance and administration communications between the network devices and servers to the Fujitsu NOC is currently a Frame Relay circuit with a Fujitsu provided router installed at City Hall. 1.8.1 Fujitsu, at its option in addition to the Frame Relay circuit shall install a communications connection using an Internet connection with a Secure IP VPN connection. 1.8.2 Fujitsu will will a Secure Connection Device (SCD) at the City location and utilize the two City ISP provider's networks to establish Secure I VPN connections back to the Fujitsu NOC. 1.8.3 Fujitsu will provide its Checkpoint firewalls and termination equipment at the Fujitsu facilities. 1.8.4 Fujitsu's ability to perform its functions and meet the service level agreements is dependent upon this data communications network connection. Failure of the data communications network at any point means, Fujitsu may lose visibility of one or more network elements. Loss of communications outside of Fujitsu's control shall not be held against Fujitsu or against the SLA commitments. B-15 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 2. On -Site Maintenance 2.1 Scope of this Service. During the applicable term of this Service, Fujitsu will, subject to the below terms and conditions of this provision and within a NBD response time and entered on the SLA applicable to the purchase of this Service, dispatch a qualified technician to arrive at the site designated by City on the applicable SLA. Unless otherwise agreed by the parties and noted on the applicable SLA, a "day" or "business day" is defined as the customary working hours, Monday through Friday, at the City location, excluding mutually agreed holidays. 2.2 Prerequisite to Providing This Service. Before Fujitsu can implement this Service for the Products identified on the applicable SLA, City must advise Fujitsu, in writing, of the specific location(s) to be covered by this Service. After receiving all such information, Fujitsu will have up to 45 days to deploy applicable personnel in new (not currently supported) locations to meet City's requirements. Fujitsu will not be obligated to meet the mutually agreed upon response time until the sooner of (a) Fujitsu advising City that it has completed all deployment requirements for applicable personnel; or (b) the 45 day period has elapsed. However, while Fujitsu is completing its deployment requirements, Fujitsu will make every commercially reasonable effort to provide on -site personnel as soon as possible. During the applicable term of this Service, if City deploys Fujitsu furnished equipment that City wants to have covered by this Service to a site other than one already identified pursuant to this section, Fujitsu will not be obligated to meet the mutually agreed upon response time until City has advised Fujitsu of the new location and then the sooner of (a) Fujitsu advising City that it has completed all deployment requirements for applicable personnel and Products; or (b) 45 days elapse after City advises Fujitsu of the new location. 2.3 Contactinq the NOC to Request Expedited On -Site Support. During the applicable term of this Service, if City believes it has a need for on -site support City should immediately contact Fujitsu's NOC to log a CSR. 2.4 Dispatching On -Site Support. If Fujitsu concurs that on -site support is necessary to resolve City's concern, Fujitsu will dispatch technical support personnel to arrive at City's site within the mutually agreed upon response time after Fujitsu receives City's request. Fujitsu's obligation to respond in a time that is shorter than "next business day" is subject to fulfillment of Section 4.9.2 of this provision for the applicable locations. A "next business day" response is subject to (a) if Fujitsu received City's request and confirms the problem before 4:00 PM (central time) on the business day the request was received, the dispatched personnel will arrive the next business day; (b) if Fujitsu received City's request and confirms the problem after 4:00 PM (central time) on the business day the request was received, the dispatched personnel will arrive within 24 hours after the beginning of the next business day. Except as otherwise set forth in this Article, all travel and living costs for such personnel will be borne by Fujitsu. 2.5 City's Obligation to Make Site Available. City is responsible for ensuring Fujitsu personnel access upon their arrival to the site where the support is to be performed. If Fujitsu is unable to obtain access to the site, City agrees that Fujitsu has the right to invoice City, and City agrees to pay for travel and living expenses for the applicable trip made by Fujitsu personnel. 3. Sparing. 3.1 Scope of this Service. During the applicable term of this Service, Fujitsu will utilize all spared equipment the City has available within the City depots for the supported network. The City will purchase and warehouse all spared products necessary to maintain the networks B-16 City of Vernon Equipment and Services Purchase Agreement November4,2011 stability. If required, Fujitsu will pull from the City's spare inventory to restore any network failures. Once the failure is restored by replacing specific units, the assumed failed unit will be returned to the City for replacement into the City's inventory 3.2 City and Fujitsu Must Return the Reolaced Equipment. City and Fujitsu agree that it will, at its sole expense and process, return the failed equipment replaced by the troubleshooting and restoration efforts for repair or replacement to the City's sparing inventory. 4. Fujitsu Responsibilities 4.1 Network Operation Center (NOC) Monitoring Premium Service 4.1.1 Fujitsu shall perform NOC monitoring services for the City Network (which services are further described in this Agreement) on a 24 hours per day, 365 days per year basis, in accordance with the provisions of this Agreement. Fujitsu will monitor the Network elements specified in Attachment B for alarms and performance using the manufacturers or equivalent element management system. Fujitsu will provide management services to remotely: 1.) provision the movement of existing circuits between nodes and ports; 2.) provision the addition of new circuits in the Network; and 3.) change circuit configurations within the limits of the system hardware currently deployed in the Network. 4.2 Management ADDlications 4.2.1 In most cases, the Fujitsu NOC will manage the customers' Network utilizing the specific vendors Element Management System (EMS) as it is related to the Network product deployed, i.e. for Fujitsu product, the Fujitsu NOC utilizes the Fujitsu NETSMART 15000 application. In other cases, the Fujitsu NOC deploys other applications capable of capturing traps, especially for SNMP managed products, i.e. Cisco routers, switches and firewalls, the Fujitsu NOC will use SolarWinds Orion application. The extent of management capabilities of the devices will be dependent upon the capabilities of the vendor's devices and the EMS management applications. 4.2.2 The specific EMS will also determine the OS and hardware specifications necessary to operate in the NOC environment. The majority of EMS applications provide instantaneous notifications from electronic data captured from the NEs generation of an alarm or condition. The Fujitsu NOC is currently working on an OSS system with integration of the EMS applications to a Manager -of -Managers (MOM) and to the Fujitsu NOC ticketing system, thus allowing for instantaneous alarm generation and a trouble ticket generation. 4.2.3 The Fujitsu NOC provides direct Fujitsu customers access to view previously created tickets, enter specific notes and run reports on the generated tickets via the Fujitsu Partners Web site, located at https:Bpartners.Fujitsu.Fujitsu.com/. Due to the specific requirements to generate a ticket, ticket creation is reserved for the Fujitsu NOC personnel. Once a NOC ticket is created, the direct Fujitsu customers will have the ability to edit, add notes and generate reports. B-17 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 4.3 Communications Protocols The Fujitsu NOC supports communication protocols with the NEs via SNMPv1 and SNMPv2. The Fujitsu NOC also supports TL1 connectivity for support of product that does not currently support SNMP. 4.4 Support The Fujitsu NOC employs personnel to cover a 7x24x365 operation based on consistent volume and workload. There may be events which may increase the volume to levels above typical staffing capabilities which are beyond forecast and Fujitsu's control. These infrequent situations may delay responsiveness, but in these cases, the Fujitsu NOC will do everything possible to reduce the delay and will make every effort to control the situations and maintain the Network. 4.5 Helo Desk Support Fujitsu will provide Help Desk services 7x24x365 for the City end users for troubleshooting end user network connectivity from the City Premise Equipment (CPE). The Help Desk will provide assistance to ensure network connectivity from the end users computer and CPE to the ISP network provided by City. If network connectivity is established and trouble still exists, the Fujitsu Help Desk will escalate issues to the Fujitsu NOC. The Fujitsu NOC will work troubles through resolution. 4.6 Product Skill Level 4.6.1 Although the Fujitsu NOC has a wide range of different vendor's product knowledge and capability, the NOC personnel may not have the level of knowledge on all products the customer may deploy. In the cases where the Fujitsu NOC does not have the skill sets required to support the deployed product in the customer Network, the Fujitsu NOC will arrange training with the specific vendor, or a training company with the required courses. In some cases, the customer may be required to assist in identifying the required training and training providers. 4.6.2 Once in a steady mode of operations, the Fujitsu NOC requires notification from the customer that a new product line or vendor product will be added to the managed Network. This notification should be through the Fujitsu Change Control Request process at least 120 days prior to deployment. The 120 days will provide the Fujitsu NOC ample time to investigate the NOCs capabilities and training efforts. The Fujitsu NOC will work with the customer to develop a new solution if the NOC is unable to support the new product or vendor. 4.7 Reoortino 4.7.1 Monthly ticket log The Fujitsu NOC will provide a monthly ticket report as logged in the Fujitsu Siebel ticketing system database. Reports will be emailed to Ali Nour at ANour(@,ci.vernon.ca.us. B-18 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 4.7.2 Inventory The Fujitsu NOC will email inventory reports per installed and managed equipment within the network quarterly to Ali Nour at ANour@ci.vernon.ca.us. 4.7.3 Fault History The Fujitsu NOC will provide a fault history report monthly as retrieved from the Fujitsu NOC management tools. All reports will be emailed to Ali Nour at ANour@ci.vernon.ca.us. 4.7.4 Performance Management The Fujitsu NOC will provide quarterly performance management reports as retrieved from the Fujitsu NOC management tools to Ali Nour at ANour@ci.vernon.ca.us. 4.7.5 Administration Management (Device Deployment) The Fujitsu NOC will provide reports for new system deployments as new devices are added or existing devices are removed from the existing network to Ali Nour at ANour@ci.vernon.ca.us. 4.7.6 Topology Map (Graphical) The Fujitsu NOC will provide a new topology map as new devices are added, or as existing devices are removed from the network to Ali Nour at ANour@ci.vernon.ca.us. 4.7.7 Post Mortem Reports The Fujitsu NOC will provide a "Post Mortem" reports for any outage condition experienced on the Fujitsu managed Network. The Fujitsu NOC will also work with.the end users or network providers to capture their Reason for Outage (RFO) when the condition is outside of the Fujitsu managed Network. RFO receipt will be based on the end user or network provider's time frame. When the trouble is within the Fujitsu NOC managed Network, the RFO will contain the following information and would be provided within a 72 hour timeframe: (i) Date of detection, (ii) Time of detection, (iii) Time to Respond, (iv) Network element, (v) Carrier involved, (vi) Resolution, 3.9.4 Fujitsu will contact any OEM provider that City has made prior support arrangements for sparing or onsite services. (vii) Date of resolution, (viii) Time of resolution, (ix) Next steps/remaining activity, (x) Proactive Monitoring of Maintenance Activities and (xi) City circuits impacted. 4.7.8 SLA Reporting The Fujitsu NOC will provide ticket reports and customer call queue reports as part of support level communications with the customer. 4.8 Personnel Dispatch and Snaring for On -Site Maintenance 4.8.1 The Fujitsu NOC will request dispatch of personnel to site within 15 minutes of identifying any hardware caused trouble, or where personnel are required to be the hands and eyes onsite for the Fujitsu NOC. The time from alarm receipt to identifying the B-19 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 trouble caused is required for troubleshooting efforts to identify alarm and cause. (See Section 2 above) 4.8.2 The dispatched personnel will arrive onsite by the Next Business Day (NBD) per a prearranged time due to customer schedule for escort. (See Section 2 above) 4.8.3 The onsite personnel directed by the Fujitsu NOC will pull required hardware replacements from the City spares stock which should be located within the equipment area of the City Network. All spares, spare upgrades and replacements will be managed by City. (See Section 3 above) 4.8.4 Fujitsu will contact any OEM provider that City has made prior support arrangements for sparing or onsite services. (See Section 3 above) 4.9 Software Upgrades 4.9.1 Fujitsu will perform any "bug" or "trouble" repair remote software upgrades as necessary (Class A or AC). Notifications from equipment vendors will be required. City must have support agreements in place with vendors other than Fujitsu. All software upgrades will be analyzed and reviewed with City. City will have the final approval to upgrade software 4.9.2 City will be responsible for any remote upgrades that require funding (Class B) 4.10 New Circuit Additions The Fujitsu NOC will provide new circuit turn -up or deletion assistance as required. Notification of new circuit turn -ups or deletions will follow the Fujitsu NOC Change Control Request process and required timeframe for setup and scheduling. 4.11 Ethernet Circuit Engineering 4.11.1 The Fujitsu NOC will provide new Ethernet circuit engineering as required. Ethernet circuit engineering will follow the Fujitsu NOC Change Control process and required timeframes for setup and scheduling. Ethernet circuit engineering will be provided for and within the managed City network and up to the City ISP as the demarcation point. 4.11.2 Fujitsu will work with the City Internet Service Providers (ISP) directly on behalf of the City to ensure configuration, routing and setup are correct and Fujitsu has the capability to manage. 4.12 City Meetings The Fujitsu NOC Service Delivery Manager (SDM) will schedule semi-annual, face-to-face meeting to discuss operations, troubles, forecasting, and future goals and plans. City meeting sites should be alternated each meeting between the Richardson, TX NOC and the customer location. Meetings should be scheduled a year in advance. B-20 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 4.13 Third Party Management City shall provide Fujitsu with appropriate contact information and Letters of Agency (where applicable) so that Fujitsu, in its performance of the Services under this Agreement, can act on behalf of City to deliver the services described within this Agreement. 5. City Responsibilities 5.1 City shall Provide the following: 5.1.1 City will make available to Fujitsu the optical service channel (OSC) and / or the data communications channel (DCC) to allow Fujitsu to monitor and control all the Network elements from either gateway in the NOC Management Connections. Some equipment will be monitored in -band from the designated gateway locations. Additional gateways and their implementation will incur additional cost and is beyond the scope of work identified in this Agreement. 5.1.2 In the event 1.) an equipment vendor goes out of business, 2.) part or all of the system is no longer supported by the manufacturer or 3.) associated software in the optical Network is manufacture discontinued with an end of life (EOL) within the terms of this agreement, City will take steps to procure currently supported replacement hardware or software from the manufacturer and at no cost to Fujitsu. As mutually agreed to the work required, Fujitsu will provide onsite labor to upgrade the Network with the new hardware or software at the rates stated in Rates and Charges for Out -of -Scope Work in Appendix C4. The EOL or manufacture discontinue support excludes Fujitsu manufactured product lines listed in Attachment B. 5.1.3 City will provide Fujitsu a LOA to authorize Fujitsu to act on its behalf to contact OEM technical maintenance services, as Fujitsu determines necessary. City will provide account numbers, contacts and any other identification to allow Fujitsu to make these dispatches. 5.1.4 City will notify Fujitsu in advance of any action being taken that will cause the Network to go into alarm. This may include but is not limited to actions during the Transformation, powering down equipment connected to the Network, unplugging or re- arrangement of cables supporting the Network or fiber maintenance (both inside and outside plant). 5.1.5 City will be responsible for City owned spare replacements and/or upgrades to the spares as required when the managed network is upgraded to newer software or hardware releases. If a City spare is non -repairable due to a failure, City will be responsible for replacement in the City owned inventory. B-21 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 6. NOC Call Center 6.1 The Fujitsu NOC operation is a shared operation with other customers, so the Fujitsu NOC employs personnel as Call Administrators 06:00-18:00 CT, Monday to Friday. During the business hours, all calls will be answered by the Call Administrators who will gather details and create the service tickets. Once the ticket has been created, the caller will be placed in the NOC call queue for the next available NOC technician. Call responsiveness is dependent on call volume and customer Network troubles. The NOC personnel answer the calls as a first -come, first -serve order. If the caller is experiencing an outage within the managed Network, the NOC has a specific Outage queue that the Call Administrators can place the caller in. The Outage queue is reserved for Network outage callers and takes a higher precedence over the standard NOC queue. The caller also has the option to leave a voice message which will be responded to at the earliest convenience of the NOC technician. 6.2 After business hours, the callers are routed via an IVR system. When the caller selects the option for the NOC service, the caller will be placed into the NOC queue for the next available NOC technician. Once on line with the NOC technician, the caller will be asked a series of questions used to create the service ticket. Once the NOC ticket is created, the NOC technician will assist the caller. If the call hold time is in excess, the caller will have the option to leave a voice message which will be responded to at the earliest convenience of the NOC technician. 7. Problem Resolution / Notification Time Guidelines 7.1 The following tables describe the escalation and customer notification timeframes used for incidents managed by the Fujitsu NOC. Complete loss or critical - Within 30 minutes of event Critical failure of a customer impacting service, with no 4 Hrs Within 15 minutes initiation - At each escalation point and/or available work -around status change - Within 15 minutes of resolution Intermittent loss or - Within 1 hour of event initiation Major degraded performance of a 8 Hrs Within 30 minutes - At each escalation point and/or customer impacting service status change - Within 15 minutes of resolution - None required for non -service No immediate customer affecting questions Minor impact and/or administration 3 Days / 72 Hrs Within 8 hrs - Within 1 hour of event initiation requests affecting a group - At each escalation point and/or of users status change - Within 15 minutes of resolution All Network troubles and trouble calls will be handled through to resolution. 7.2 Exclusions to Service Level Agreements Notwithstanding any language elsewhere in this Agreement or its Attachments that may be interpreted to the contrary, Fujitsu's single action repair service objectives exclude the following: 7.2.1 Any power failures, fiber cuts or other failures in the fiber connected to the equipment not caused by Fujitsu. B-22 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 7.2.2 Any failure in air conditioning (HVAC) supporting the equipment not caused by Fujitsu. 7.2.3 Any scheduled maintenance action properly performed on the equipment in a scheduled maintenance window. 7.2.4 Any situation where the problem requiring attention is caused by equipment or issues outside the monitored Network or portion thereof and Fujitsu's control. This may include but is not limited to powering down equipment connected to the Network, unplugging or re -arrangement of cables supporting the Network or fiber maintenance (both inside and outside plant). 7.2.5 Any Force Majeure event if and to the extent performance excusing pursuant to the Agreement. B. Definitions 8.1 Alarm An electronic message received from the equipment usually indicating an abnormal condition. The severity of the condition is determined by the NOC and classified based on the definitions below. Severe alarms will drive opening of a trouble ticket and generate a response by the NOC. Alarms and trouble tickets or incident reports are treated interchangeably. 8.2 Class A/AC Product Change Notice A Telecordia telephony term identifying product correction issued by the manufacturer that addresses critical flaws in the equipment that could cause service interruptions. 8.3 City City and its Affiliates. 8.4 Data Communications Network (DCN) The DCC and the associated telemetry interfaces, equipment and circuits to connect the City telecommunication network to Fujitsu's NOC for the purposes of operating, administering, maintaining and provisioning the Network. 8.5 Data Communications Channel (DCC) Data channel within the SONET overhead used for. the remote operations, administration, maintenance and provisioning of NEs operating in a Network configuration. The equivalent of the DCC in DWDM networks is the optical service channel (OSC). The Fujitsu NOC has assumed these are available and can be used to monitor remote equipment with a limited number of gateway nodes. 8.6 Element Management System (EMS) The appropriate software and supporting systems will be used to monitor and manage the elements composing the Network. In this case, the Fujitsu FLASHWAVE equipment will be 8-23 City of Vernon Equipment and services Purchase Agreement November 4, 2011 monitored with NETSMART 1500, the Cisco routers and SolarWinds SNMP management application, and the SolarWinds or Monolith application. The balance of the appropriately with SNMP generic tool, Monolith 8.7 Gateway Network Element (GNE) switch equipment will be managed by Fujitsu servers will be managed by optical equipment will be addressed One or more NEs designed to be the interfaces between the Network and the telemetry circuits to the NOC. These NEs typically contain network interface equipment to manage this interface. A Gateway Node is the physical location where the interface to the Network is established. 8.8 Managed Service Component For the purposes of this Agreement, Managed Service Components are the equipments listed in Attachment B. 8.9 Method of Procedure (MOP) Used in telephony to mean a detailed written procedure for completing of complex equipment, network or circuit reconfigurations. It is typically employed where live traffic is moved, migrated or reconfigured. MOPS are normally written by Tier III (highest level of technicians) or Engineers and can require weeks to complete depending on the research required. 8.10 Network A collection of Network Elements and interconnection transmission facilities limited to the Layer 1, Layer 2 and Layer 3 Network. 8.11 Network Element (NE) Telecommunications hardware equipment and its associated software that is addressable and manageable. NEs provide services to the end -user and can be managed through an Element Management System (EMS) and Manager -of -Manager (MOM). An NE may have multiple shelves as long as they operate as a single addressable manageable unit. In this case an IP address addressable by the NOC. 8.12 Network Operations Center (NOC) One or more facilities equipped with software and hardware tools, skilled technicians, telemetry circuits and supporting management systems for the control and management of a telecommunications networks. It is responsible for monitoring the Network for alarms or certain conditions which may require special attention to avoid impact on the Network's performance. 8.13 Network Node A physical location with one or more NEs connected to and functioning in a relationship with other NEs at different physical locations to form a network for the delivery of telecommunications services. B-24 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 8.14 Spares Spare equipment owned by City and placed in the City equipment area 8.15 Start of Service Date Date to be mutually determined by and agreed to by City and Fujitsu 8.16 Supported Eauioment The hardware and software supported under this Agreement and described further in Attachment B of this Agreement. 8.17 Teleohonv Alarms Fujitsu uses the following industry defined (Telcordia GR-929-CORE) classification of alarms. 8.18 Critical Error All or any combination of the following: (i) Fiber cut or loss of optical path which results in a total loss of traffic, (ii) a system condition that results in a total loss of traffic (1-DSO to xWDM), (iii) if City has to reroute all traffic to establish service due to environment, weather or interconnections to other service providers outside of this Network, (iv) service or traffic affecting problems that require immediate corrective action regardless of time of day (life critical, national security or mission critical circuits (must be identified in advance]), or (v) failure of communication with the EMS server where visibility to the entire Network is lost. (Critical Errors are referred to as Severe Incidents in other locations in this Agreement). 8.19 Maor Error All or any combination of the following: (i) fiber cut or loss of optical path and the system engages the automatic protection switch with a loss of redundancy or protection switching capabilities, but no loss of traffic, (ii) equipment failure on a redundancy path which will inhibit any protection switching capabilities and no traffic loss occurs, or (iii) partial failure of communication with the EMS server where a portion of the Network still has visibility. 8.20 Minor Error All errors not otherwise included in, or defined as, Critical Errors or Major Errors where all services and system integrity are maintained. Examples may include air filter alarms to change the air filter. B-25 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 9. NOC Technician 800.873.3822 fncnoceng@fnc.fujitsu.com Mike Wietecha Office: 972.479.7669 Sr. Manager Cell: 214.395.5613 mike.wietecha@us.fujitsu.com Greg Butler Office: 972.479.2046 Executive Director Cell: 972.795.0156 gregory.butler@us.fujitsu.com Desk Pricing . Out -of -Scope Work: 800.949.0103, The applicable Fujitsu rate for Tier I technician for MACD or any out -of -scope work requiring on - site presences in the US and Canada: NOC technical support and management for out -of -scope work: $250 per hour. B-26 City of Vernon Equipment and services Purchase Agreement November 4, 2011 Attachment B Equipment to be Monitored and Managed by Fujitsu Fujitsu Devices FLASHWAVE CDs Shelves FLASHWAVECDS 2RU Shelf, OSP Hardened, redundant management & Intercard Communications (cross card LAG, LDxx, HDxx), 1/0 Panel Support, Enhanced FC9695CDS2 FLASHWAVE CDs MISC. ASSEMBLIES FLASHWAVE CDS Fan Tray Replacement Filter FC9695FTFL FLASHWAVE CDS Common Units, Software and RTUs FLASHWAVE CDS User Interface Panel & Fan Unit (CDS-1 or CDS-2 shelf a) FC9695UIPF FLASHWAVE CDS Front Cover FC9695FC34 Software CD-ROM, FLASHWAVE CDS Release 3.3 FC9695CR03-103 Right to Use Fee - FW CDS R3 RTUCDSAR03 FLASHWAVE CDS Plug-in Units Low Density PIU - 12 ports SFP + 10 ports 10/100/10008T FC9695LDPI FLASHWAVE CDS SFPs 1000BaseLX, 1310nm SMF, 10 km SFP (I -Temp) FC95705040 100Base-LX, 10Km, 1310nm FC96705090 FLASHWAVE 9500 Shelf and Common Units MS-300 Shelf (Small -19" - SIDS) FC9565MS30 Fan unit FC9565FANI CPU and Timing clock (MCU) FC9565MPCI 240Gbps SONET & Packet switch fabric FC9565SF21 COM5 panel unit for the SDS shelf - Used in rear -access shelves with T1 synchronization FC9565CP51 OC192 SR1/10GbE LR XFP FC9573D410 1000BaseLX,SMF,15km SFP FC95705010 100Base-FX with PHY optical interface SFP for use in 20-port IFP5-EGS1 unit FC95705082 FLASHWAVE 9500 Plug-in Units 20-port Gigabit Ethernet Card (SFP pluggable) FC9565EGS1 2-port 10G Ethernet Card (Client XFP pluggable) FC9565EXX1 FLASHWAVE 9500 Misc. Cables, Accessories and RTUs Release 4.x RTU RTU9500AR04 Release 5.x RTU RTU9500AR05 Software CD-ROM, FLASHWAVE 9500 release 4.x FC9565CR04-102 Software CD-ROM, FLASHWAVE 9500 release 5.x FC9565CR05-101 Filler Panel for half size slot FC9565FP21 Filter replacement kit (4 filters) HA15B-0001-B515 B-27 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 FLASHWAVE 9500 Shelf and Common Units MS-300 Shelf (Small -19" - SIDS) FC9565MS30 Fan unit FC9565FAN1 CPU and Timing clock (MCU) FC9565MPC1 240Gbps SONET & Packet switch fabric FC9565SF21 COM5 panel unit for the SIDS shelf - Used in rear -access shelves with T1 synchronization FC9565CP51 OC192 SR1/10GbE LR XFP FC9573D410 1000BaseLX,SMF,15km SFP FC95705010 100Base-FX with PHY optical interface SFP for use in 20-port IFP5-EGS1 unit FC95705082 FLASHWAVE 9500 Plug-in Units 20-port Gigabit Ethernet Card (SFP pluggable) FC9565EGS1 2-port 10G Ethernet Card (Client XFP pluggable) FC9565EXX1 FLASHWAVE 9500 Misc. Cables, Accessories and RTUs Release 4.x RTU RTU9500AR04 Release 5.x RTU RTU9500AR05 Software CD-ROM, FLASHWAVE 9500 release 4.x FC9565CR04-102 Software CD-ROM, FLASHWAVE 9500 release 5.x FC9565CR05-101 Cisco ASA 5640 Firewall ASA 5540APPLIANCE WITH SW, HA,4GE+1FE, 3DES/AES ASA5540-BUN-K9 CAB -AC AC POWER CORD (NORTH AMERICA),C13, NEMA 5-15P,2.1M CAB -AC AC POWER CORD ASA 5500 SERIES SOFTWARE V8.2 SF-ASA-8.2-K8 ANYCONNECT ESSENTIALS VPN LICENSE - ASA 5540 (2500 USERS) ASA-AC-E-5540 CISCO VPN CLIENT SOFTWARE ASA-VPNCLNT-K9 ASA/IPS SSM SLOT COVER SSM-BLANK ASA 5540 VPN PREMIUM 5000 IPSEC USER LICENSE (7.0 ONLY) ASA5540-VPN-PR STRONG ENCRYPTION LICENSE 3DES/AES ASA5500-ENCR-K9 ASA 18OW AC POWER SUPPLY ASA-180WPWR-AC ASA 5500 ANY CONNECT CLIENT ASAANYCONNCSD- K9 SMARTNET 24X7X4 ASA 5540 WITH HA, 3DES/AES CON- B-28 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 SNTPAS4BUNK9 Cisco 3925 Router CISCO 3925E VOICE SEC. BUNDLE, PVDM3-64, UC AND SEC LICENSE C3925EVSEC/K9 CISCO 3925-3945 SPE IDS UNIVERSAL S39EUK9-15101T HIGHDENSITY VOICE AND VIDEO DSP MODULE PVDM3-64 64- CHANNEL CISCO 3925/3945 AC POWER SUPPLY (SECONDARY PS) PWR-3900-AC/2 (NORTH AMERICA), C13, NEMA 5-15P, 2.1M CAB -AC AC POWER CORD CISCO 392513945 FAN ASSEMBLY (BEZEL INCLUDED) 3900-FANASSY INCLUDED ITEM C3900-SPE200/K9 CISCO CONFIG PRO EXPRESS ON ROUTER FLASH ISR-CCPEXP 1GB DRAM (512MB+512MB) FOR CISCO 3925/3945 ISR (DEFAULT) MEM-3900-1GB-DEF 256MB COMPACT FLASH FOR CISCO 1900, 2900, 3900 ISR MEM-CF-256MB HIGHDENSITY VOICE AND VIDEO DSP MODULE PVDM3-64 64- CHANNEL IP BASE LICENSE 3925/3945 SL-39-IPB-K9 SECURITY LICENSE FOR CISCO 3900 SERIES SL-39-SECK9 UNIFIED COMMUNICATION LICENSE FOR CISCO 3900 SERIES SL-39-UC-K9 CISCO 3925/3945 AC POWER SUPPLY PWR-3900-AC SMARTNET 24X7X4 CISCO3925E VOICESECBUN,PVD M3-64,UC/SEC CON-SNTP- 3925EVSC , ISP DISTRIBUTION SWITCH 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-SUP720 IDS ADV IP W/MPLS/IPV6/SSH/3DES 1 Cisco 7600 Internet Router Mgr v3.1 - 7600 RTU 1 FlexWAN 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 (Multimode only) 4 B-29 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Servers B-30 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Attachment C 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 Hazards Bodily Injury Each Person Each Accident Property Damage Each Accident 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 II. Liability General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Independent Contractor $1,000,000 $2,000,000 $1,000,000 Products -Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $5,000,000 $5,000,000 $5,000,000 a. The general liability policy shall contain the following AS A PART OF the standard certificate of insurance: 1. Naming the City of Vernon, its officers, and employees as additional insureds under the policy. 2. Providing the City of Vernon thirty (30) days notice of cancellation of coverage. 3. Providing coverage for all consultant operations insured under this Contract. b. Fujitsu shall also maintain a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self -insured retentions attached to such policy or policies must be declared to and be approved by the City. B-31 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 RED EYED JAN S 1 ZT1 CITY CLE�g,s OFFICE DATE: STAFF REPORT January 25, 2012 TO: Honorable Mayor and City Council FROM:, Carlos Fandino Jr., Director of Light & Powef'j RE: Internet Access Services Equipment and Services Agreements 1. Fujitsu Network Communications, Inc. 2. MTM Technologies PURPOSE RECEIVED JAN 2 6 2012 CITY ADMINISTRATION Equipment which currently provides the Internet access services is no longer supported by its manufacturers and must be replaced with new software and firmware platform. Light & Power Engineering staff have negotiated equipment purchase and the network management, monitoring and maintenance services with Fujitsu and they have delivered a scope of work and a firm price. In addition, a limited number of CISCO devices will also have to be purchased through our CISCO vendor, MTM Technologies, and they have also delivered a scope of work and firm pricing. RECOMMENDATION The attached agreements have been reviewed and approved as to form by the Legal Department. It is recommended that this agreement be placed on the City Council agenda for consideration and approval at the February 7, 2012 meeting. FISCAL IMPACT 1. Cisco System Equipment $ 41,315.00 2. Fujitsu Equipment $ 314,426.00 3. Managed Services Charges, 5 years $ 495,546.49 4. Deletion of existing Managed Services Charges, 5 years ($ 637,920,00) Net Financial Impact: $ 213,369.49 CRF:ah Attachments 1. Fujitsu Network Communications, Inc. 2. MTM Technologies CITY ATTORNEY'S OFFICE INTER -DEPARTMENT MEMORANDUM DATE: January 25, 2012 TO: Carlos R. Fandino, Director of Light & Power FROM: Willard G. Yamaguchi, Chief Deputy City Attorney l� RE: Fujitsu Network Communications, Inc. and MTM Technologies I have received and reviewed the Memorandum received on January 17, 2012, and the attachments thereto. Page 7, Section 18(e) regarding pollution liability insurance should be deleted. Otherwise the agreements with Fujitsu and MTM are approved as to form. WY:em Enclosures AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR PURCHASE OF EQUIPMENT AND SERVICES RELATED TO THE FIBER OPTIC SYSTEM INTERNET ACCESS OPERATIONS COVER PAGE Vendor: FUJITSU NETWORK COMMUNICATIONS, INC. Notice Information - Vendor: Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Attention: Gregory Butler Phone: 972-479-2046 Facsimile: 972-479-6658 Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Attention: Rob Edwards Phone: 972-479-2110 Facsimile: 972-479-2992 Fujitsu Network Communications, Inc. 300 Plaza Drive, Suite 250 Highlands Ranch, Colorado 80129 Attention: Dennis DiPaolo Phone: 303-209-3018 Facsimile: 303-209-3058 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth, City Administrator Telephone: (323) 583-8811 ext. 398 Facsimile: (323) 826-1408 Commencement Date: Two Weeks after written notice from the City Jobsite: City Hall — 4305 S. Santa Fe Avenue Fire Station 1 — 3775 Fruitland Avenue Product: $314,426.00 US Dollars and more particularly described in Exhibit A Managed Services: $495,548.49 US Dollars and more particularly described in Exhibit B. City of Vernon Equipment and services Purchase Agreement November 4, 2011 AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR PURCHASE OF EQUIPMENT AND SERVICES RELATED TO THE FIBER OPTIC SYSTEM INTERNET ACCESS OPERATIONS This equipment purchase agreement ("Agreement") is made as of February 7 2012 (the "Effective Date"), by and between the City of Vernon, a California charter city and municipal corporation (the "City"), and Fujitsu Network Communications, Inc., a California corporation (the "Vendor," collectively with the City, the "Parties"). RECITALS The City desires to purchase the Equipment listed in Exhibit A and the Services set forth in Exhibit B from the Vendor. The Vendor has advised the City that it is qualified Equipment described in Exhibit A and the Services set forth in on the terms and conditions set forth below. The Parties agree as follows: 1. DEFINITION OF TERMS and capable of providing the Exhibit B, and is willing to do so 1.1 Whenever used in this Agreement, the terms appearing on the Cover Page shall have the definitions listed there, and the following terms shall have the following definitions: 1.1.1 "Applicable Laws" shall mean any and all laws, regulations, rules, orders, directives, judgments, decrees, permits, approvals or other applicable requirements of any governmental entity or agency having jurisdiction that are applicable to any aspect of this Agreement that are in force on the Effective Date and as they may be enacted, issued or amended during the Term. 1.1.2 "Confidential Information" shall mean all information, whether written or oral, which Vendor acquires from, through or on behalf of City, directly or indirectly, or which arises out of this Agreement, concerning performance of this Agreement or proprietary processes involved performing under this Agreement, including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the performance of this Agreement, except information falling into any of the following categories: i) Information which, at the time of disclosure hereunder, is in the public domain; ii) Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Vendor's or any entity within Vendor's control breach of this Agreement; iii) Information which, prior to disclosure hereunder, was already in Vendor's possession without limitation regarding disclosure to others; or IV) Information which, subsequent to disclosure hereunder, is obtained by Vendor from a third party who is lawfully in possession of such information and City of Vernon Equipment and services Purchase Agreement November 4, 2011 not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Vendor to agree to refrain from disclosing such information to others. 1.1.3 "Equipment" shall mean the equipment, including all materials, software, or documentation that is listed in Exhibit A and incorporated herein by this reference. 1.1.4 "Service(s)" shall mean the provision of one or more services as described in Exhibit B. 1.1.5 "Premises" shall mean any land or building under City's control or ownership to which Vendor and its agents and employees are given access in the performance of this Agreement, and is inclusive of the specific Jobsite where the Equipment is to be delivered. 2. PURCHASE OF EQUIPMENT 2.1 Purchase Orders. After Vendor's receipt and review of the City's purchase order, Vendor will advise the City if any modifications are needed to accept the purchase order. Vendor will provide the scheduled shipment date of ordered Equipment or commencement of ordered Services in a written acknowledgement sent to the City within 10 days after Vendor's receipt of the City's purchase order. 2.2 Order Rescheduling and Cancellation. If the City (a) cancels all or part of any purchase order within 30 days before the scheduled shipment date, (b) refuses to accept delivery of any shipment, or (c) postpones shipment more than 60 days beyond the scheduled shipment date, the City may be invoiced for, and agrees to pay Vendor if so invoiced, a restocking charge of fifteen percent (15%) of the purchase price of the affected Equipment. 3. DELIVERY OF EQUIPMENT 3.1 Vendor will submit invoices to the address specified on the City's purchase order. Payment terms are net 30 days after the date of invoice. Invoices for Equipment will be issued upon shipment. The issuance of invoices for Services depend on the type and duration of Services purchased and may be in advance, quarterly, annually, or upon completion of Services as determined by Vendor or agreed between the parties. All payments must be in U.S. dollars. Vendor may, at its option, charge and the City agrees to pay, a service charge of 1 % per month on overdue accounts. 3.2 Delivery and Shipping Charges. Delivery of Equipment is FOB destination and the City is responsible for shipping and applicable insurance charges. Unless the City's purchase order specifies shipment by a named commercial carrier with shipping charges paid by the City, Vendor will select the carrier, prepay shipping charges, and bill the City. Shipment by a carrier selected by Vendor does not shift any liability to Vendor. 3.3 If the City becomes delinquent in the payment of any amount due, despite any provision for any service charge, Vendor, at its option and upon notice to the City, may suspend performance under or terminate any then -outstanding order without further liability to the City. 2 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 4. RISK OF LOSS, TITLE, AND SECURITY INTEREST. 4.1 Risk of Loss. Risk of loss for all Equipment passes to the City upon delivery of the Equipment by Vendor to the commercial carrier for shipment to the City. Despite the previous sentence, risk of loss for installation materials provided in connection with any installation Service to be performed by Vendor passes to the City upon the earlier of (a) the City providing Vendor with a document indicating completion of the installation, or (b) 3 business days after Vendor provides a completion of installation report to the City, if the Service has been completed in accordance with applicable specifications prepared or agreed to, in writing, by Vendor. 4.2 Title. Title to all Licensed Equipment furnished by Vendor remains at all times in Vendor or its suppliers, as applicable. Title to equipment and materials purchased by the City passes upon payment in full of the purchase price. 4.3 Security Interest. Equipment are and remain personal property, not fixtures. Vendor retains a purchase -money security interest in each Equipment, which terminates upon the City's full payment of the Equipment's purchase price. Vendor may file any documents necessary to perfect the security interest under applicable law. If Vendor perfects its security interest, Vendor will furnish the City with an appropriate release for each perfected security interest, as applicable, upon written request and full payment of the applicable price by the City. 5. TIME OF PERFORMANCE 5.1 Vendor shall deliver the Equipment on the Delivery Date, if a single date is provided, or within the time period specified as the Delivery Date, if a range of dates is provided. 5.2 Time is of the essence under this Agreement. 6. COMPENSATION 6.1 In consideration for the Equipment to be provided by Vendor, City agrees to pay Vendor a sum set forth on the Cover Page and Vendor agrees to accept in full satisfaction for such Equipment, the sum set forth on the Cover Page. 6.2 The Compensation is full and complete compensation, and constitutes the entire compensation due Vendor for the Equipment and any and all of Vendor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Compensation includes without limitation, customs duties, delivery, insurance, tax and all other direct and indirect costs and expenses incurred or to be incurred by Vendor. The Compensation is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in the Compensation shall be made as a result of changes in the value of any currency. The Compensation shall only be adjusted by formal, written amendment by both Parties to this Agreement. INDEMNIFICATION 7.1 To the fullest extent permitted by law, Vendor shall defend, indemnify and hold harmless City and its elected officials, officers, agents, employees, and volunteers from any and 3 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, penalties, losses, fines, and all costs and expenses incurred in connection therewith, including without limitation, interest, reasonable attorney's fees and all costs of defense, arising out of, resulting from, connected with or attributable to the intentional, reckless, negligent, or otherwise wrongful acts, errors, or omissions of Vendor or its employees or agents in the performance of this Agreement, including without limitation: (1) a breach by Vendor of any representation or provision contained in this Agreement, (2) any claim that any software program or other product used or furnished by Vendor in the performance of this Agreement constitutes an infringement of any United States patent or copyright, (3) fines or penalties arising out of Vendor's failure to perform the obligations imposed upon it by any provision in this Agreement, or (4) Equipment found to be defective or not in accordance with this Agreement. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 7.2 The City shall notify Vendor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Vendor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Vendor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Vendor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Vendor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Vendor's obligations to indemnify or defend. Vendor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City or an unconditional release of all liability by each claimant or plaintiff to the City. 7.3 Indemnity. Vendor will defend the City against any claim, action, or proceeding (Claim) brought against the City to the extent it is based on an allegation that a Equipment or Service, as delivered to the City by Vendor, infringes any US patent, trademark, copyright, or other proprietary right of a third party. Vendor will pay the City the direct and actual damages finally awarded against the City in any action attributable to a Claim if the City: (a) promptly after receiving notice of the Claim notifies Vendor of the Claim and any action taken by the City on it; (b) gives Vendor sole control of the Claim's defense and any negotiations of its settlement; and (c) cooperates with and assists Vendor as reasonably requested for the Claim's defense. 7.4 Third Party Injunctive Action. If any third party obtains an injunction against the City's use of any Equipment or Service as a result of a Claim, or if Vendor determines, in its sole discretion, that the City's use of any Equipment or receiving a Service may be subject to a Claim, Vendor may, at its own expense and option (a) procure for the City the right to continue using the Equipment or receiving the Service; (b) replace the Equipment or Service with a Equipment or Service of substantially equal or greater functionality; or (c) modify the Equipment or Service to avoid a Claim. If in Vendor's sole judgment none of these alternatives are reasonably available, Vendor may (i) request City of Vernon Equipment and Services Purchase Agreement November 4, 2011 that the City return the applicable Equipment to Vendor and upon its receipt provide the City a credit toward future purchases equal to the purchase price of the Equipment paid by the City, less a reasonable adjustment for beneficial use; or (ii) cease performance of the Service and grant the City a credit for any amounts paid for any portion of the Service not yet performed. 7.5 Allegations Not Covered. Vendor will not be liable to the City for actual or alleged infringement if (a) the Equipment in question is used in combination with items not furnished by Vendor when use of the Equipment by itself would not cause the infringement or Claim; (b) the Equipment is used in a manner for which it was not designed by Vendor; (c) modifications were made to the Equipment by someone other than Vendor after delivery to the City; or (d) the infringement arises from Vendor's compliance with the City's specifications or request. Vendor will not be liable for any Claim of trademark infringement based upon any branding or marking not applied by Vendor or that is applied at the City's request. 8. LIMITATION OF LIABILITY. The City acknowledges and agrees that: 8.1 VENDOR'S MAXIMUM LIABILITY TO THE 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 VENDOR 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 VENDOR OR ITS SUPPLIER(S) BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY THE CITY'S FAILURE TO PERFORM ANY OF ITS RESPONSIBILITIES, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, EVEN IF VENDOR OR ITS SUPPLIER(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2 Vendor shall have no liability or responsibility for interoperability or compatibility of all or any portion of the City's fiber and/or network with other third -party products or systems not provided by Vendor that the City may utilize in conjunction with the Equipment, or to which the City may connect its network, or for the City's selection, implementation, and maintenance of network security features, or the lack thereof, for which the City shall be solely responsible. 9. REPRESENTATIONS OF VENDOR 9.1 Vendor represents that it has read and understands this Agreement. 9.2 Vendor represents that it employs or has available for employment in sufficient numbers, at its own expense, all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to obtain, sell, and deliver the Equipment as required by this Agreement and at all times shall be responsible for the actions of such personnel. City of Vernon Equipment and Services Purchase Agreement November 4, 2011 9.3 Vendor declares and states that it has complied with and will continue to comply with all federal, state, and local laws regarding business permits and licenses that may be required under this Agreement. 9.4 Vendor represents that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of this Agreement. No person having any such interest shall be employed by or be associated with Vendor. 9.5 The person or persons executing this Agreement on behalf of Vendor warrant and represent that they have the authority to execute this Agreement on behalf of Vendor and have the authority to bind Vendor to the performance of its obligations hereunder. 10. NO ASSIGNMENT OR SUBCONTRACTING This Agreement may not be assigned in whole or in part by Vendor, nor may Vendor delegate or. subcontract its duties in whole or in part, without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void and of no effect. Consent by City shall not relieve Vendor of responsibility for performance of Vendor's obligations hereunder. Vendor is fully responsible to City for the performance of any and all subcontractors. 11. TREATMENT OF CONFIDENTIAL INFORMATION 11.1 Except as otherwise required by law, for ten (10) years after the effective date of this Agreement, Vendor shall (1) refrain from using any Confidential Information except in connection with performance of this Agreement, (2) refrain from disclosing Confidential Information to any third party other than to employees of Vendor who require it in performance of this Agreement and such other third persons as City may authorize in writing. If disclosure to a third person is so authorized, Vendor shall enter into with said person a confidentiality agreement containing provisions with respect to use and disclosure of Confidential Information substantially the same as those contained in this Agreement. 11.2 Vendor shall take reasonable precautions to safeguard any documents containing Confidential Information which City may supply to Vendor hereunder. Vendor may copy, in whole or part, such documents to the extent necessary for the performance of this Agreement, and Vendor shall return to City upon the completion of performance of this Agreement or request by City all such documents and copies. 11.3 Except as expressly permitted by prior written consent of the City, Vendor and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity. Vendor and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Vendor has delivered the Equipment pursuant to this Agreement. Vendor hereby agrees that such Confidential Information and any documents provided may be used by Vendor and/or its subcontractors only as authorized by the City. Vendor shall include a provision in its agreements with subcontractors that bind the subcontractors to this non -disclosure requirement. 6 City of Vernon Equipment and services Purchase Agreement November 4, 2011 11.4 All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Vendor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be delivered to the City as they are generated; however, Vendor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 11.5 All reports, information, data and exhibits prepared or assembled by Vendor in connection with the performance of this Agreement are confidential until released by the City to the public and Vendor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 11.6 No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Vendor. 12. COMPLIANCE WITH AUTHORITY 12.1 Vendor shall comply with all Applicable Laws, including without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act and all those Applicable Laws relating in any way to employment practices and protection of the environment. Vendor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 12.2 Vendor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Vendor. 13. WARRANTIES 13.1 Software Warranty. Vendor warrants that for a period of ninety (90) days from date of shipment from Vendor (a) the media on which the Software is furnished will be free of defects in materials and workmanship and (b) the Software will function substantially as described in its Documentation when used on the hardware and with the system or configuration for which the Software is specified. Vendor does not warrant that the operation of the Software will be uninterrupted or error free, or that the Software functions will meet the City's requirements. The City's sole remedy under this limited warranty is (a) with respect to defective media, replacement of the media at no additional charge to the City if it is returned to Vendor during the warranty period with proof of the date of shipment and (b) with respect to the Software functionality, for the City to use reasonable efforts to provide a maintenance release, patch, or workaround or otherwise correct the Software to bring it substantially into conformance with the Documentation. This warranty does not apply if the Software (a) has been altered, except by Vendor, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Vendor, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in high -risk applications. City of Vernon Equipment and Services Purchase Agreement November 4, 2011 13.2 Equipment Warranties. 13.2.1 Express Warranties. Vendor warrants that for 12 months from date of shipment from Vendor (a) the applicable Equipment, components, or hardware, (individually or collectively "equipment") purchased from Vendor will be free from defects in material and workmanship, and (b) the Equipment will conform to Vendor's applicable hardware specifications, exclusive of separately licensed software, at the time of shipment. These warranties are provided only to the original purchaser of the Equipment under this Agreement and are not transferable unless agreed to in writing by an authorized representative of Vendor. 13.2.2 Remedy. The City's sole and exclusive remedy under this warranty is that Vendor will, at its option and without additional charge to the City, repair or replace any Equipment that does not materially conform to this warranty during its respective warranty period. 13.2.3 Defective on Arrival (DOA) Returns. If the City performs the initial installation of the equipment and the City rejects the Equipment because, within 30 days after shipment of the equipment to the City, it fails the City's acceptance testing against applicable hardware specifications, exclusive of separately licensed software, provided or agreed upon in writing by Vendor or its supplier before such acceptance testing, the City should immediately notify Vendor. Upon receipt of this notification by Vendor within the time prescribed above, Vendor will furnish replacement equipment to the City with the understanding that the City will within 30 days after receipt of the replacement equipment (a) return the non -conforming equipment to Vendor or (b) issue a purchase order to Vendor for the purchase price of the replacement equipment. Vendor will test any returned rejected equipment against Vendor's applicable hardware specifications, exclusive of separately licensed software. If Vendor determines there is no trouble found (NTF) with the equipment, the City agrees to issue a purchase order to Vendor for Vendor's then current fee for each returned item found to be NTF. 13.2.4 Warranty Returns. Before the City can return any equipment furnished by Vendor that the City believes does not conform to the above warranties, the City must first obtain a Return Material Authorization (RMA) from Vendor. To obtain an RMA the City should call 1-800-525-0303. Once the RMA is obtained and properly completed, the City must send the RMA to Vendor along with the equipment being returned. The City agrees that it will issue a purchase order to Vendor for applicable charges if (a) Vendor determines the equipment returned is actually out of warranty; or (b) the returned equipment is found to comply with the applicable hardware specifications, exclusive of separately licensed software. The charge for out of warranty repair will be based on a quotation provided by Vendor and mutually agreed to by the parties and the charge to cover returned equipment found to comply with the applicable hardware specifications will be the NTF fee as described above. If the warranty for the returned equipment is determined to be void for any of the reasons set forth in the section below, the equipment will be returned to the City without repair. Return of equipment to the repair facility designated by Vendor is at the City's expense. Equipment that is repaired, replaced, or found to be NTF will be returned to the City's point of shipment at no expense to the City. The City does not need to return defective software media. The City should contact Vendor and request a replacement CD. If, after exercising commercially reasonable efforts to repair or replace defective equipment, Vendor determines that the equipment cannot be repaired or replaced, then Vendor may, in its sole discretion, 8 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 provide the City a credit toward future purchases equal to the purchase price paid by the City, less a reasonable adjustment for beneficial use. Under no circumstances will Vendor or its suppliers have any obligation for any data contained in any equipment sent to Vendor or its supplier for repair Services. Title to non -conforming equipment returned by the City that is replaced by Vendor or its supplier passes to Vendor or its supplier when the returned equipment arrives at the facility designated by Vendor. Title to equipment sent to the City as a replacement for non -conforming equipment returned by the City will pass to the City upon delivery to the City, provided the equipment the City returned as non -conforming was fully paid for; otherwise, title to the replacement equipment will pass when the City has paid the full purchase price. 13.3 No Implied Warranties. Except as expressly provided in this agreement, there are no warranties, express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. 13.4 No Liability. Vendor's warranties are void and Vendor disclaims any obligation under this article or any quote if: (a) the warranty period has expired; (b) the Equipment has not been stored, configured, installed, operated, or maintained in accordance with Vendor's applicable specifications, documentation, and instructions for the Equipment or packed for return in accordance with Vendor's instructions or reasonable care (e.g. avoiding the possibility of electrostatic discharge damage when packing equipment); (c) the Equipment has been subjected to accident, disaster, neglect, abuse, misuse, damage (e.g. burned, cracked, etc.) repair, or modification in any respect, by anyone other than Vendor or its authorized service representatives without prior consent; (d) the Equipment's performance is adversely affected by materials, equipment, software or services provided by an entity other than Vendor (including without limitation small -form - factor pluggable modules, alien narrowband direct -connects, and any other alien parts, except to the extent expressly authorized by Vendor); or (e) anyone other than the City asserts the warranty rights without the City first advising Vendor in writing. 14. LICENSED PRODUCTS. 14.1 Defining Licensed Equipment. Software and documentation are Licensed Equipment. Software means the machine-readable (object code) form of computer programs, instruction sequences, or other like data residing in or necessary to use the equipment, components, or hardware furnished by Vendor and includes any subsequent revisions, patches, fixes, updates, or upgrades thereto. Software includes base Software and any individually licensed NE Software features that are purchased, accessed or otherwise activated by the City. Software may be provided by Vendor and third parties. Vendor will provide or make available third party terms and conditions that may apply to the Software or third party software to be furnished by Vendor. Vendor may provide software in any electronic, magnetic, optical, or mechanical media, in loadable or downloadable form, or embedded in a Equipment. Vendor does not license any human -readable source code to the City. Documentation means all supporting or informative material related to the use or maintenance of Equipment, provided in print, electronic, or any other format. 14.2 Grant of License. Vendor will license Licensed Equipment to the City solely for the City's internal use without any right to sublicense. Upon delivery of Licensed Equipment to the City and payment by the City of the applicable license fee for base Software and individually licensed Software features or other consideration as determined by Vendor, 9 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Vendor grants and the City accepts a non-exclusive, non -transferable right -to -use (RTU) license to documentation and to software that is embedded in or loaded, activated, accessed, or downloaded into any Vendor furnished Equipment only for the use intended by Vendor on and with that Equipment. These license terms also apply to any other software that Vendor furnishes to the City unless other license terms are furnished by Vendor (a) with the other software or (b) during the load -key acquisition sequence the City must perform to obtain access to the other software. 14.3 Restricted Rights. The City may not modify, adapt, translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from or create or prepare derivative works of or from Licensed Equipment. The City may not distribute, sublicense, rent, lease, loan, publish, timeshare, or transfer Licensed Equipment or remove, alter, or in any way obscure any proprietary notices on Licensed Equipment. The City may not publicly display visual output or publish any test results of the software, or make unauthorized copies of any portion of the Licensed Equipment. The City may not use the Software in inherently high -risk applications such as, but not limited to, aircraft navigation or communications, nuclear facilities, mass transit, or medical emergency communications. Vendor licenses Licensed Equipment to the City as set forth herein or only with restricted rights. If applicable laws and regulations would grant the City greater rights than granted herein, then the City will receive only the minimum rights required by those laws and regulations. Use, copying, or disclosure by the City is subject to applicable restrictions in any of the following: paragraph (c) of the Commercial Computer Software - Restricted Rights (June 1987) clause at FAR 52.227-19 and the Restricted Rights Notice of subparagraph (g)(3) of the Rights in Data - General (June 1987) clause at FAR 52.227-14. 15. NE SOFTWARE. The following terms and conditions are only applicable to NE Software: 15.1 Additional Restriction. NE Software is licensed as a single product with individual Software license features and may not be separated for use other than as permitted above. 15.2 Third Party Terms and Conditions. Copyright 1992-2010 The FreeBSD Project. All rights reserved. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. THIS SOFTWARE IS PROVIDED BY THE FREEBSD PROJECT "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE FREEBSD PROJECT OR CONTRIBUTORS BE 10 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The views and conclusions contained in the software and documentation are those of the authors and should not be interpreted as representing official policies, either expressed or implied, of the FreeBSD Project. © COPYRIGHT DATA CONNECTION LIMITED 2011. 16. SOFTWARE. 16.1 Release Level Definitions: "Major Release" means a software release its sole discretion defines as significant r Release will typically be announced as Equipment Announcement. or version that contains what Vendor in ;w features and capabilities. A Major a major release or version in a New • "Minor Release" means a software release, version or service pack that contains what Vendor in its sole discretion defines as a more limited set of new features and capabilities, and will typically be announced as a minor release, version or as a service pack in the Software Release Notes. • "Maintenance Release" means a software release, version, or patch that contains what Vendor in its sole discretion defines as a software fix that is issued to fix or work around significant software non -conformances. A Maintenance Release will typically be announced as a maintenance release; or version, or as a patch, in the Software Release Notes. 16.2 Software Support. Vendor may at any time discontinue development, sale, and support of ("manufacture discontinue') a software Release, including issuing of any Maintenance Releases for that Release of a particular software Equipment upon 6 months' advance notice to the City. Despite the previous sentence, Vendor may, in its sole discretion, manufacture discontinue any Obsolete Release without advance notice. An Obsolete Release of a Equipment is one for which there have been 3 subsequent Major Releases of the Equipment. The City acknowledges and agrees that Vendor's announcement of general availability of the most recent Major Release of the Equipment may provide notice of the immediate effective manufacture discontinuance of any Obsolete Releases of the Equipment, and no prior advance notice is required. 16.3 Recordkeeoing/Network Audits. The City agrees to maintain records establishing its right to use the Software and any Vendor interface. Upon request, the City will provide Vendor written verification of usage for Software Releases, individually licensed features and interface connections. Upon 10 days written notice, Vendor (or its authorized representative) may audit the City's use of the same. The City agrees to pay any applicable fees for any usage in excess of license rights within ten (10) days of written 11 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 notification. Pricing for non -reported usage of Software Releases, individually licensed features and interface connections will be based on pricing in effect at the time of the notification. 17. PREVAILING WAGE FNC shall comply with the provisions of the Labor Code of the State of California, relating to Public Works wages. These provisions require the FNC to pay not less than the "General Prevailing Wage Rates" to all workers employed in the execution of the contract and to post a copy of the "General Prevailing Wage Rates" at the job -site, in a conspicuous place available to all employees and applicants for employment. Upon execution of this Agreement, FNC shall contact and cooperate with the City of Vernon, Public Works' Office of Agreement Compliance Labor Section in regards to submitting any payroll documentation and other related information pertaining to workers on this project. The "General Prevailing Wage Rates" shall be those rates as determined by the Director of the Department of Industrial Relations of the State of California. Copies of these rates are on file in the Office of Agreement Compliance, Bureau of Agreement Administration, telephone (213) 847-1922. Information regarding prevailing wage rates may be obtained from the Division of Labor Statistics and Research, Prevailing Wage Unit, P.O. Box 420603, San Francisco, CA 94142, Telephone (415) 972-8628, Fax (415) 972-8640. 18. TERMINATION OF AGREEMENT Non -Default Termination 18.1 City, at its sole discretion, may terminate this Agreement upon three (3) days written notice to Vendor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the three (3) day period after such notice is sent, the parties shall continue to act toward each other in good faith. In this instance, Vendor agrees that City shall be liable only for costs of labor actually expended and materials actually used. In the event of any termination of this Agreement, Vendor shall not be entitled to damages for loss of profits for the unexecuted portion of the Agreement or any other damages because of such termination or reduction. Termination on Occurrence of Stated Events 18.2 This Agreement will terminate automatically on the occurrence of any of the following events: 18.2.1 Bankruptcy or insolvency of either party; or 18.2.2 Sale of the Vendor: or 18.2.3 Assignment of this Agreement by Vendor without City's written consent. Termination for Default 12 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 18.3 If Vendor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Vendor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. 18.4 In the event of any termination of this Agreement, Vendor shall not be entitled to damages for loss of profits for the unexecuted portion of the Agreement or any other damages because of such termination or reduction. 19. COMPLIANCE WITH ALL EXPORT LAWS AND REGULATIONS. The parties agree to: (a) comply in all respects with the United States Export Administration Regulations (EAR), as amended, which provide generally that no commodities or technical data, including any hardware, software, or other technical data (or direct products thereof) provided under this agreement, will be disclosed (including to foreign nationals in the United States), or otherwise exported or re-exported, directly or indirectly, without first obtaining all prior approvals from the U.S. Department of Commerce as required by the EAR, and to comply with all prohibitions against exports or re-exports involving restricted or prohibited persons, entities, or countries, or proliferation end uses or end users (engaged in nuclear, biological or chemical weapon, or missile development), all as explained in detail at www.bis.doc.00v/; and (b) comply in all respects with the United States Foreign Assets Control Regulations, as amended, which prohibit generally any involvement in dealings or transactions, directly or indirectly, with proscribed countries, companies, and individuals, including foreign countries embargoed by the United States, and foreign nationals and companies identified by the United States as engaged in improper activities or representing the interests of such embargoed countries, as well as other countries, entities and individuals so designated from time to time by the United States government, all as explained at www.treas.00v/offices/enforcement/ofac. 20. GENERAL PROVISIONS 20.1 Waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.2 Notices. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery using the address set forth on the Cover Page under "Notice Information - City' or "Notice Information — Vendor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. 20.3 Entire Aoreement of the Parties. This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the Equipment to be provided 13 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 by Vendor under this Agreement and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. 20.4 Exhibits: Precedence. All documents referenced as exhibits or as the Cover Page in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between this Agreement and any of the exhibits incorporated by reference, the provisions of this Agreement shall prevail. 20.5 Partial Invalidity. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. 20.6 Arbitration and Venue. Each party shall submit in writing to the other all disputes and claims arising under this Contract. Within fifteen (15) days of receipt of such notice, the parties will make reasonable efforts to meet to resolve such claims. If such resolution cannot be achieved within said fifteen (15) day period, the dispute will be escalated to a four (4)-member panel composed of two (2) principals from each of the parties. At least one principal from each party shall be of senior management level and shall have the authority to enter into an agreement resolving the dispute, claim or difference, subject to the approval of the party's board of directors, if necessary. The principals shall meet no more than two (2) days in an effort to negotiate a settlement of the dispute or claim, unless there is unanimous agreement regarding an extension of the negotiating period. In the event the principals are unable to reach a resolution satisfactory to the senior level members of the negotiation panels, then . the arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator shall be a retired judge. All decisions of the arbitrator shall be in writing, and the arbitrator shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. 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. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. 14 City of Vernon Equipment and services Purchase Agreement November 4, 2011 20.7 Allocation of Fees and Costs: The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party. 20.8 Attorney's Fees. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 20.9 Force Maieure. Neither party shall be considered in default of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 20.10 Modification. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Vendor and the City and approved as to form by the City Attorney. Vendor expressly waives all claims for compensation based upon quantum meruit, implied contract or oral contract. 20.11 City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Vendor. 20.12 Headinos and Captions. The headings and captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. 20.13 Counterparts. This Agreement may be executed in counterpart originals, each of which is deemed to be an original for all purposes. 20.14 Duplicate Originals. This Agreement may be executed in duplicate originals, each of which is deemed to be an original for all purposes. 20.15 Reservation of Rights. City reserves the right to award similar contracts to multiple Vendors to ensure the City has adequate services. 20.16 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. 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. [Signatures Begin on Next Page]. 15 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Fujitsu Network Communications, Inc., a and California municipal corporation California corporation . f By: By: Mayor Pro- am WILLIAM DAVIS Name: Title: AS TO FORM: Chief Deputy City Attorney 16 By: I Name: Senior Vice_ President, Sale: Title: Executive Vice President & CAO Clty of Vernon Equipment and Services Purchase Agreement November 4, 2011 EXHIBIT A Exhibit A Equipment Pricing 1 A-2 PRICING SUMMARY. DESCRIPTIONTOTALS FLASHWAVE CDS Nodes - qty=8 $78,430.00 2 A-4 FLASHWAVE 9500 Nodes - qty=2 $205,057.00 3 A-5 FLASHWAVE 9410 - qty=10 $10,359.00 4 B-12 & B-26 Equipment, Installation and 5 years of Support $495,548.49 5 A-6 Battery back-up option - qty=2 $20,580.00 Spares are not included TOTAL PRICE A-1 City of Vernon Equipment and services Purchase Agreement November 4, 2011 W o0 0 0 0 0 0 a Z M » F 64 x W O 0 0 0 0 0 0 0 0 0 N Wo 0 0 0 0 0 0 0 0 O O O O O O V O aOy LL Z •q N N t0 O O N N O O = O h U) co N N N X o V! A M N . 111 L 3 GO GO GO W GD O M GOD .f0 � a v 0 0 0 0 0 a 0 6 6 0 oo ci o ZU n o ram- o N N O m K v� vt v � `» N6 » q d- w o CL 2. N l0 y w � 0 d M U W O M N j 7 6 O 7 0 FLL - W U w a O o o Q o. L `p Z N U)m O O O W 0 N i0 H CO 0 C C' t00 t0 w (00 (Op D (O p N m N Q O. W U W U W U W U O) U W U 0 U 0) U 7 C E m M LL LL LL LL LL Q' LL LL LL y O. p U U > N CO w U N N C �i h W U ELL w m 0 E �O o o N (7 y ° z g y cl U m Gpi E C C p N N a M x o O w y C C M O m 'C J '3 0 m LL m o E " W LL d g iL ; G, G-U)� x v ly_y 0 O a w N o _ am o W m E y m y p. a LL o LL o a m v o - z g 3 E g v O o W aai O W * w o y C j Q LL a c d` Q O c o y E 3 E 0 E- U y C - 10 N c Ci � ° O - r H 2 o t �° m o � o g �> o n l y oar o V% N U ay c LL > a y E om L_ V LL N y y Ga y y y y y LL y y 0 E U V C�.1 U O U 7 U o 0 a a w cG'i of w w w LL a X �'c o ¢ ¢mow ¢ ¢ ¢ ¢ ¢ v 3 ¢ E� `o $ 3 3 3 �_ 3 ¢a y y a y CO y y U) w 2 (0 m y0 = CO 0 U y N o m m .. W N O m g g W� E IL LL U) lL LL IL LL y LL (n 0' J LL Z Z =) Z LL N a E E P W O O O O 0 0 O O N O O N N N ON 7 A 0 0 0 0 0 0 0 0 0 0 0 O o 0 O V O O O 0 0 0 M (O co O N M M V (O (fl fA N EA Vi M ,IMININI - INIO- 0 0 0 0 O O O O O O O O O O O R O O O 0 0 N N 7 0 O M N fA g � � N � 'IMININI — INI(O O O O O O O O O O O O O O O O O O co O O O N O O N N_ r N Vi N 64 (A EPr Q a (Ni a o a p o 0 w rn rn m 0 m 0 rn LL LL LL LL LL LL LL LL > O a � b O N w c o U � � CJ � O s � LL j o a LL U LL C m X C fA N CO EL LL e m tq .0 a o y .1 o m q o ay�`omL LLi a o ( = Z "� o o co 3 A Ti E O L_ c W Q� H m m >. m LL m 3 = oE m m m m mw 2 H M c m a O~ v O« •- U o o m ,� oa H l� LL U N U 3 0 O O O O m: E m 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O M vi (A fA C) fA CCi m N N N N O O O O O O O O O O O O O O O O O O O O O O m (o r m O O w O O O O (N+1 N M M O O n V O a- Ld N MN On0 fA A fA (N N N N N p p O O O O O O O 0 0 0 0 0 0 0 0 O O O O, O O 0 o n 0 0 (o 0 a 0 0 0 o ui 4 C6 r W W N N fA M O 0 O 0 O 0 O 0 N I� R Mtq co m O O O 1 M A fA EA EA O O_ U X X O O 7 N m y (7 N 0 00 uwi (o vwi (o rn o m U 0 m 0 v N N 0 o (Un m vUi m o p vu'i m o m O r 0) 0) 0(o N N O Oq' 7 m m (0f1 m O N m U U 000v N U U to U Q� LL LL LL O 2 m N N of LL LL Z LL x m N 00 Ca L F- i) N � K � X w L a LL N J N X X Q V N X nto c m �_ a> w 0 w w a M rn w N N LL N �O a LL LL Q o X a7 = N O O C ._ (ai n m W W E U V `m 'i Q ?� Q 0 L' U a 2 2 o 2c N � O L w o U gg� U U v v U m� lL C b LL 'm t (n 7 tY0 H= 0> L N E w� � 3 d� � O � oo N 2 0 _ Y 2 o� U U 6 v m C7 r W = L N U N N N LL N o : y (If v .� a10i E y O. -@ O N w N N Of(n CL .'�.. m m fn m Z Z LL LL 14 § �( j/ � � �M U) O LO �\ \ � )i u ~ 04§ ca \k ca k/ /y CD) f2 § \ \ 04§ zz § k = t . ui , , £ .x § ka. a. G= § G (L ) ] ` )\ 0 /\ _ E LU to Z 195 > � \ ■ »- /Q ` /]!_§ b § !Lu 4 §{�k/ m 2 ee■y�-§ k \(/\§/0 ` $¥2» ~® e ) CL k LL L) \ LL § / § 0 2 Battery Back -Up VernonCity Hall 2185-TBD-KIT-1 KIT, RECTIBATT, 3200W, 0.5/1HR $10,290.00 Vernon Fire Station #1 2185-TBD-KIT-1 KIT, RECT/BATT, 3200W, 0.511HR $10,290.00 1 - s�xoa'x��oaroX�� 2185,TSD-KIT-1 BOM Breakdown: Item Part oty Title 1 PC15L-0001-0047#71 1 RECT SHELF, 5 POS, INTEG, 4/20 BRKR, LVBD 2 PC15L-0001-0047#67 1 CONTROLLER, BC2000-A01-10VC 3 PC15L-0001-0047#17 4 RECTIFIER MODULE, 40A 4 PC15L-0001-0047#51 1 RECTIFIER MODULE, BLANK 5 PC15L-0001-0047#07 1 TEMP PROBE, RING TERM, 10 FT 6 PC15L-0001-0047#41 2 AC PWR CORD, 10/3 SJTO, 25 FT, NEMA 1-6-301? 7 HA60L-0001-0019#15 4 CKT BRKR, 50A, MECH ALM 8 HA60L-0001-0019#11 8 CKT BRKR, 10A, MECH ALM 9 PC15L-0001-0047#42 1 JUMPER STRAP, CKT BRKR 10 PC660-0105-TO08 4 POWER HARN, 14 AWG, CDS 11 PC15L-0001-0044#12 4 FGND, 6 AWG, 21-1/1 H, CDS 12 HA65L-0001-0020#14 16 LUG, 2H, 14-10 AWG, 114 BS, 5/8 CD 13 PC660-0105-TO14 2 POWER HARN, 6 AWG, FW9500 14 HA65L-0001-0020#11 8 LUG, SB, 2H, 6 AWG, 1/4 BS, 5/8 CD 15 HA30L-0001-0171#01 36 MTG SCR, 12-24 X .50 LG, SELF TAPPING 16 06-151-019 1 KIT, BATT TRAY W/CBL SET 17 HA660-0002-T172 3 CBL ASSY, BATT INTERCONNECT 18 HA98L-0001-0169#01 2 STRIP, BATT TIE DOWN 19 HA98L-0001-0159#01 4 BATTERY, 12V, 105AH, VRLA, M12V105FT 20 A-6 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 EXHIBIT B Exhibit B Services 1. Services Description Fujitsu will provide the Services set forth in 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. 2. Fees and Payment. 2.1 Service Pricina and Fees. The fees for the Services are set forth in Attachment A. 2.2 Payment. 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. 2.3 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 2.4 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. 2.4 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 and shall provide such supporting documentation as may be necessary to substantiate the amounts invoiced. 2.5 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 11 below. 2.6 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. This Section does not apply to products and services provided by Cisco and the two upstream service providers. 3. Insurance. 3.1 Fujitsu agrees to provide insurance to City in the amounts and forms specified in Attachment C, which is attached hereto and made a part hereof by reference. Fujitsu shall B-1 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 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. 3.2 Fujitsu shall require each of its sub -consultants to maintain insurance coverage which meets all of the requirements of this Agreement. 3.3 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. 3.4 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. 3.5 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. 3.6 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. 3.7 Any deductibles or self -insured retentions must be declared to and approved by City. 4. Security Requirements and Work Site Access. 4.1 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. 4.2 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. 5. 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 B-2 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 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. 6. 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 of its affiliates with a bona fide need to know, shall inform their employees, agents and subcontractors of their obligations hereunder, and shall take all necessary steps with regard to its employees, agents and subcontractors, by agreement or otherwise, to satisfy fully its obligations under this Section. Each party shall to the extent permitted by law immediately notify the other party of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with that party's legal counsel in responding to any such order or subpoena. Except as required by law, the subpoenaed party may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after the disclosing party's legal counsel has exhausted any lawful and timely appeal or challenge. In addition to any other remedies that it may have at law or in equity, either party shall be entitled to seek a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Confidentiality Section. Both parties acknowledge that in case of such breach or threatened breach of said provisions, the aggrieved party may have no adequate remedy at law, and the aggrieved party shall not be required to post a bond or other security or to prove actual damages. The obligations of this Section shall survive the termination of this Contract for a period of two years. Neither party shall have rights in the Confidential Information of the other party, by license or otherwise, by virtue of its disclosure hereunder. The parties expressly agree that failure to comply with this Section shall constitute a sufficient basis for the aggrieved party to B-3 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 seek injunctive relief for breach of confidentiality or pursue any other right it may have at law or equity. 7. Warranty. 7.1 Fujitsu warrants that Services will conform to the Services set forth in Attachment A. 7.2 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. 7.3 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. 7.4 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. 8. 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 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. 9. 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. 10. Delayed Performance. 10.1 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, B-4 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 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. 10.2 Notwithstanding anything to the contrary contained herein, Section 10.1 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 10.1. 10.3 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. 11. Default. 11.1 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. 11.2 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. 12. Remedies. 12.1 Upon default of City, Fujitsu shall have the right to exercise any one or more of the following remedies: 12.1.1 by written notice to City, Fujitsu may terminate this Contract. 12.1.2 recover interest on any judgment received by Fujitsu until such judgment is paid at the highest rate permitted by law; B-5 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 12.1.3 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; 12.1.4 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. 12.2 Upon default of Fujitsu, City shall have the following remedies: 12.2.1 By written notice to Fujitsu, City may terminate this Contract. 12.2.2 Require Fujitsu to assign to City the rights to receive maintenance coverage and other services provided by Fujitsu and Cisco. 12.2.3 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. 13. Work Product. 13.1 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. 13.2 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. B-6 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Attachment A Services ATTACHMENT A-1: Engineer Furnish & Install ATTACHMENT A-2: Network Operations Center Monitoring Services B-7 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Attachment A-1 Engineer Furnish & Install Locations Site A: 4305 S. Santa Fe Ave., Vernon, CA Site B: 3775 Fruitland Ave., Vernon, CA Sites -- Engineer Furnish & Install: Labor Items-- A B SHELF INSTALLATION QTY QTY Number of shelves to be installed in the 1 st Rack or Cabinet 2 8 TIMING CABLE INSTALLATION QTY QTY Number of Timing Cables from 0 to 50 ft to install 1 0 HOUSEKEEPING/ALARM CABLE INSTALLATION QTY QTY Number of Housekeeping / Alarm Cables up to 50 ft to install 2 2 FIBER MANAGEMENT INSTALLATION QTY QTY Number of Fiber Jumpers, 20 meter pairs to install 44 80 STENCILING REQUIREMENTS QTY QTY Number of miscellaneous labels to install 220 440 FRAMEWORK REMOVAL QTY QTY Number of shelves to be removed from Rack or Cabinet 2 2 Sites -- Turn -Up & Test -- A B General Requirements Create Job Start Package (JSP) for work to be accomplished ✓ Contact local Operations Manager/Engineer to inform that tech is on site. Meeting is also for FNC TSE's to keep the Operations Manager/Engineer up to date on daily progress of the project. ✓ ✓ Site Clean-up at end of each working day ✓ ✓ Installed inventory of equipment. Performed by FNC TSE; includes a final retrieval of EquipmenttFacilities and service states of the equipment installed in the shelf. ✓ ✓ Test Results / Documentation - Production of final project documentation. Includes documentation of all test results, power measurements, light readings, and provisioned system parameters. ✓ ✓ Generic MOP ✓ ✓ FW9500 QTY QTY Visual inspection of Shelf installation and cabling. The TSE will review the installation of equipment and work with the customer to resolve any concerns/issues which impact the turn -up 1 1 B-8 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Sites Turn -Up & Test -- A B and testing of the equipment. Verify DC power - Measure and record DC voltage measurements on the rear and front of the shelf. Performed by FNC TSE to ensure that power requirements are within specifications. 1 1 Inventory/Unbox/InspecUSlot. Includes verification of inventory on site versus the BOM, 1 1 unpacking the units, inspection for damage, and slotting of the units. Installation of Common Plug -In Units - Includes installation of the Fans, Management Units, and 1 1 STS Switch Fabrics, and Common Equipment Switching Tests Provisioning System Level Parameters - Includes provisioning of the System Parameters, SID, Date/Time, Users as required, Task Groups, user Groups, RADIUS Security Parameters, 1 1 Contact/Location information, Grade of Service parameters, and disconnect features/Housekeeping enable as required, and System Synchronization. Shelf provisioning and Intershelf LAN connections - Provisioning the Main shelf type, provisioning the Tributary shelf type, connecting the intershelf LAN cables, and placing Tributary shelves in 1 1 service. Provisioning OSS Interface Operations - Provisioning of the OSS parameters, and IP Access. 1 1 Provision PM Thresholds. Includes changes of default PM thresholds as required by the 1 1 customer. Provisioning of Carrier Oriented Ethernet (COE) Services - adding of COE Service Equipment (ETA1, EXX1, EGS1 and corresponding SFPs/XFPs), creation of OCH107/111 where applicable, 44 44 and provisioning of COE interface facilities. Span Acceptance Testing 1 1 Synchronization Acceptance Testing - Automatic and Manual Switch testing of an externally or 1 1 internally timed NE. Test Add/Drop Service ROADM - 15 minute circuit test, and manual/automatic ring switch testing. 1 1 Engineering Package 1 1 CDS CITY CITY Visual inspection of Shelf installation and cabling. The TSE will review the installation of equipment and work with the customer to resolve any concerns/issues which impact the turn -up 4 4 and testing of the equipment. Verify AC/DC power to the power connections to the PSU. Performed by FNC TSE to ensure 4 4 that power requirements are within specifications. Provision System Level Parameters - Provision WAN type, Communications, System Level 4 4 Options, User Creation, and Access Security Options Inventory/Unbox/Inspect/Slot. Includes verification of inventory on site versus the BOM, 4 4 unpacking the units, inspection for damage, and slotting of the units. Provision System Level Parameters - Provision SID, Date/Time, Contact and Location Information, CAC parameters, Security Mode, General Security Parameters, Task Groups, User 4 4 Groups, and Users. Provision LDP1 Plug-in units for Data Services -includes unit provisioning, SFP/XFP provisioning, 8 and creation of MVLAN for management. 8 Acceptance testing - synchronization reference switch testing, and Ioopback testing. 4 4 B-9 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 -- Custom Services-- * During a customer scheduled maintenance window at City Hall and Fire Station # 1 migrate existing circuits from existing Atrica A2100 and 4100 equipment to new Fujitsu FLASHWAVE 9500 and CDS equipment. * Provision all VLANs (qty of 46) from A-100s to Hub site (ISP). Provision Mgmt VLANs (qty of 46) from to FNC NOC switch. The following lists applicable Notes and Assumptions Common Notes and Assumptions Upon completion of the work, FNC will provide customer for signature a Completion Notice for each site. A customer signed Completion Notice will constitute site acceptance. Unless the customer specifically states otherwise in writing, the site shall be deemed accepted thirty (30) dates from the Completion Notice date. NotesEFI 1. Perform Site Survey for each applicable site. 2. Create an Installation Specification using information gathered during the Site Survey(s). 3. Pprovide "as-builts" based on any changes to the Installation Specification which occur during the installation effort. 4. Perform Inventory of all material received prior to beginning installation effort. 5. Prepare Method of Procedures (MOP) per TL9000 requirements. 6. Provide clean-up which includes removal of trash and packing material on a daily basis. 7. This quotation is based on work being performed on consecutive calendar days with reasonable and customary site access. 8. Any customer delays may give cause for equitable adjustment to price and schedule. * Price assumes that rack space and -48Vdc power is available. * City to provide AC outlets within 5 ft of the installation. * No cable holes require opening, closing or sealing. * All aux. frmg., cable rack, fiber management, Fiber Panels assumed to be existing. * Any required fuses or circuit breakers will be customer provided. * No timing cables included in this price. * Fiber/cable pulls assumed to be 50ft or less. * Price may be revised pending Site Survey results. * Pricing assumes that all two (2) locations will be purchased together and only one trip into the area will be required. * Additional trips will incur additional charges. * Any delays or changes in scope may incur additional cost. Removal * Remove two Atrica shelves and two FW 4300 shelves at each location. * Pricing does not include mining of cables or mining of fibers. * Pricing does not include any packaging materials, packing of the equipment or shipping of equipment. * It is assumed that the equipment will be decommissioned and powered down prior to the start of the de - install work. * Any delay or change in scope may incur additional cost. * Pricing is per site. Turn -Up & Test Notes and Assumptions 1. Any out of scope work (e.g. additional testing, customer equipment pickup, etc.) or customer caused delays (e.g. customer provided material shortages, customer provided facility changes, customer imposed restrictions, etc.) will be handled through the change management process, and may incur additional charges. 2. Unusual delivery conditions - crane, window removal, special permits, etc. - and site not accessible by normal methods of over -the -road transport, will require additional funding. B-10 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 3. Optional services such as software and hardware upgrades, live -traffic moves/adds/changes, DCN engineering, integration testing with other vendor equipment, etc. are not included, unless specifically identified in this scope of work. 4. Test & Turn -Up work will be performed on consecutive calendar days, unless specifically identified in this scope of work. 5. Any hardware (e.g. ladders) required to access fiber management systems will be provided by the customer. 6. This Agreement does not include any pickup and/or delivery charges for customer provided equipment and/or material. 1. Fujitsu will be replacing the existing DCN equipment used to monitor and manage the City of Vernon's CDS, FLASHWAVE and server network. Fujitsu will install the new equipment in parallel with the existing networking equipment to minimize downtime for the customer. Fujitsu will be replacing the existing frame - relay circuits with dual Secure IP VPN circuits to separate ISPs for redundancy and load balancing capabilities. Fujitsu will utilize BGP as the routing protocol for network access and management. 2. City of Vernon (City) will be purchasing the Cisco routers, switches and firewall for the DCN implementation. City will be required to make arrangements to ship equipment to the Fujitsu NOC Richardson, TX facility for configuration at City expense. 3. The initial hardware configuration will be pre -staged at the Fujitsu facility in Richardson, TX. The equipment will be pre -staged at the Fujitsu facility for shipment to the customer facility for test and turn -up. Fujitsu will make arrangements to ship configured Cisco products back to City location in Vernon, California. Final configuration and streamlining of the Network will be completed at the customer location by a Fujitsu representative. 4. The duration of the Network Upgrade and Migration project will be approximately 90 days due to equipment ordering, circuit ordering, equipment installation configuration and testing. This is an estimated timeline to allow for proper installation and testing of the new Network. Equipment and Circuit order will occur concurrently. 5. Hardware Description and Circuits a. (2) - Cisco 3925e Routers b. (2) - Cisco ASA network appliances c. (1) — Cisco 7609 d. (2) — 45Mbps MPLS circuits ordered from 2 ISPs for Dual Homing utilizing BGP routing protocol 6. Timeline for Installation a. 45 - 60 days for Hardware ordering and delivery b. 45 - 60 days for Circuit ordering and installation c. 30 - 45 days for Hardware installation, configuration and testing 7. Atrica to FLASHWAVE Installation and Migration Fujitsu will perform installation, test & turn up of City's newly purchased FLASHWAVE 9500, CDS and FLASHWAVE 9410 products and migration of the existing Atrica and FLASHWAVE 4100 equipment in the City network to the new network. Fujitsu will perform installation, test & turn up and migration of the newly purchased City equipment per the scope of work detailed in this Agreement in parallel with the existing networking equipment to minimize downtime for the customer. B-11 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Pricing Description Total Pricing FLASHWAVE 9500 & COS Engineering, Installation & Test $50,706.47 Network Migration $15,426.00 Atrica & FW 4300 Decommisioning and Removal $3,004.02 TOTAL Out -of -Scope Work: Fujitsu's T&M rates for Tier II and Field Test Engineers: $1,720 per 8-hour day plus travel, living and mobilization. B-12 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Attachment A-2 Managed Services NOC Monitoring and Management Fujitsu will continuously provide a set of Managed Services 7 days per week, 24 hours per day, 365 days per year basis. This will include monitoring and management of the Network from Fujitsu's primary or secondary NOC locations. Fujitsu will provide premium NOC Services, which encompass a wide range of fault, performance and network management functionalities to support City's Network This is a Tier I, Tier 2 and higher NOC monitor exchange of trouble tickets and network issues Desks or City network administrators, but will Conversely, unless otherwise directed, Fujitsu's the City point of contact via e-mail, or through can be made as mutually agreed by the parties. ing service which will interface with City on the It may take trouble reports from Fujitsu Help not interface directly with the City end -user. NOC will report problems in the City Network to Fujitsu's web portal. Alternative arrangements Fujitsu's NOC will interface, pass information and coordinate trouble shooting in any of the following ways: (i) Direct telephone communications or conference calls in English while working in real time with the technicians to resolve a problem, (ii) Exchange of a -mails or files where information needs to be documented. 1.1 Fault Management The objective of Fault management is the timely identification, isolation, diagnosis, and resolution of Network troubles. Fault management will be responsible for accepting events (such as alarms and alerts) from Network elements, filtering duplicate and informational messages, correlating alarms and routing the information to the appropriate user(s). Fault management services have been categorized into the following areas: (i) NE alarms parameter setting, (ii) Alarm collection & archiving, (iii) Alarm filtering, (iv) Alarm correlation, (v) Alarm routing, (vi) Alarm processing and user interface, (vii) Fault diagnosis, (viii) Service restoration and Fault correction, (ix) Facility identification, (x) NE alarm status upload/reporting, (xi) Alarm parameter customization, (xii) Reports 1.2 Performance Management Performance management provides monitoring, evaluation, and reporting capabilities for Network status and activity. Performance management services have been categorized into the following areas: 1.2.1 Performance monitoring - Performance monitoring entails providing a near real- time view of the Network and equipment's performance. 1.2.2 Trend analysis — The process of reporting on long-term performance trends and performance degradation for a particular Network component or segment based on historical reporting from archived data. B-13 City of Vernon Equipment and services Purchase Agreement November 4, 2011 1.2.3 Proactive monitoring — The process of early notification of potential problems based on an NE's performance monitoring statistics and threshold levels. 1.2.4 All performance management services are determined by the information provided by the Network components being monitored. 1.3 Configuration Management Configuration management is the process of collecting and maintaining the electronic configurations of Network components in order to maintain an accurate view of the managed Network at all times. Network configuration represents each definable component of the managed Network, along with information about a component's state and attributes. While the inventory database provides the basis for the graphical representation of the Network, Network configuration guides the representation of changes of state in the Network. 1.4 Circuit Resource Management Circuit resource management is the process of designing, provisioning, activating and maintaining an inventory of all the circuits within the managed Network. Circuit resource management is comprised of the following services: 1.4.1 Remote circuit design and provisioning — Fujitsu will design the circuits taking into consideration bandwidth utilization, quality of service to be provided, and Network weighting parameters to provide the most effective design. 1.4.2 Circuit inventory— Fujitsu databases will maintain an inventory of the circuit's and equipment within the managed Network. The databases will house information about the location, type, serial number, and any relevant information to maintain an accurate inventory of all circuits and equipment. 1.4.3 Remote circuit connection and activation - Circuit connection management refers to the process of establishing, maintaining and tearing down connections within the managed Network. 1.4.4 New circuit request will follow the Fujitsu Change Control Request (CCR) process — City will request circuit changes by submitting a CCR template prior to the required date. Circuit change dates are determined by the number of requested changes per template. Time frames are captured within the template and range from 3, 5, or 10 business days from circuit change request date. 1.5 Security and Violation Reporting 1.5.1 Fujitsu is responsible for the security and management of its MPLS network connections between the Primary and Secondary NOC locations. Fujitsu will report on activity related to changes in the MPLS configuration including authorized and un- authorized changes. 1.5.2 City is responsible for the physical security of all equipment identified in Attachment B. City is responsible for the security of the payload and any encryption that B-14 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 may be used with the payload. 1.6 Language for NOC Operation All NOC operations are conducted in English. This includes all trouble tickets, response to inquiries and all reports provided by the NOC. 1.7 Third Party Management 1.7.1 Fujitsu will contact any third party or OEM for escalated support as required. For Fujitsu to contact the third party or OEM, City will be required to sign into a maintenance contract with the OEMs (i.e. Cisco's SmartNet agreement for technical support and hardware replacements.) City will also be required to provide a Letter of Agency (LOA) to the OEM and Fujitsu giving Fujitsu the right to call the OEM on behalf of City for the escalated support and/or hardware dispatching. Without the OEM support agreements in place and an LOA, Fujitsu will only be able to provide "Best Effort" support on the OEM product lines. Thus reducing restoration time and capability to restore. 1.7.2 Fujitsu will work with the City Internet Service Providers (ISP) as required for ensuring configurations, routing and bandwidth requirements are met. Fujitsu will also work with the City ISPs for any scheduled maintenance, equipment replacements, upgrades or re -engineering of the network design as requirements change. All work will be completed under Letters of Agency (LOA) from the City granting ISP support to Fujitsu for required work. Fujitsu will act as the primary point of contact with City's subscribed ISPs. 1.8 Data Communications Network The network providing operation, maintenance and administration communications between the network devices and servers to the Fujitsu NOC is currently a Frame Relay circuit with a Fujitsu provided router installed at City Hall. 1.8.1 Fujitsu, at its option in addition to the Frame Relay circuit shall install a communications connection using an Internet connection with a Secure IP VPN connection. 1.8.2 Fujitsu will will a Secure Connection Device (SCD) at the City location and utilize the two City ISP provider's networks to establish Secure IP VPN connections back to the Fujitsu NOC. 1.8.3 Fujitsu will provide its CheckPoint firewalls and termination equipment at the Fujitsu facilities. 1.8.4 Fujitsu's ability to perform its functions and meet the service level agreements is dependent upon this data communications network connection. Failure of the data communications network at any point means, Fujitsu may lose visibility of one or more network elements. Loss of communications outside of Fujitsu's control shall not be held against Fujitsu or against the SLA commitments. B-15 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 2. On -Site Maintenance 2.1 Scope of this Service. During the applicable term of this Service, Fujitsu will, subject to the below terms and conditions of this provision and within a NBD response time and entered on the SLA applicable to the purchase of this Service, dispatch a qualified technician to arrive at the site designated by City on the applicable SLA. Unless otherwise agreed by the parties and noted on the applicable SLA, a "day" or "business day" is defined as the customary working hours, Monday through Friday, at the City location, excluding mutually agreed holidays. 2.2 Prerequisite to Providino This Service. Before Fujitsu can implement this Service for the Products identified on the applicable SLA, City must advise Fujitsu, in writing, of the specific location(s) to be covered by this Service. After receiving all such information, Fujitsu will have up to 45 days to deploy applicable personnel in new (not currently supported) locations to meet City's requirements. Fujitsu will not be obligated to meet the mutually agreed upon response time until the sooner of (a) Fujitsu advising City that it has completed all deployment requirements for applicable personnel; or (b) the 45 day period has elapsed. However, while Fujitsu is completing its deployment requirements, Fujitsu will make every commercially reasonable effort to provide on -site personnel as soon as possible. During the applicable term of this Service, if City deploys Fujitsu furnished equipment that City wants to have covered by this Service to a site other than one already identified pursuant to this section, Fujitsu will not be obligated to meet the mutually agreed upon response time until City has advised Fujitsu of the new location and then the sooner of (a) Fujitsu advising City that it has completed all deployment requirements for applicable personnel and Products; or (b) 45 days elapse after City advises Fujitsu of the new location. 2.3 Contacting the NOC to Request Expedited On -Site Support. During the applicable term of this Service, if City believes it has a need for on -site support City should immediately contact Fujitsu's NOC to log a CSR. 2.4 Dispatching On -Site Support. If Fujitsu concurs that on -site support is necessary to resolve City's concern, Fujitsu will dispatch technical support personnel to arrive at City's site within the mutually agreed upon response time after Fujitsu receives City's request. Fujitsu's obligation to respond in a time that is shorter than "next business day" is subject to fulfillment of Section 4.9.2 of this provision for the applicable locations. A "next business day" response is subject to (a) if Fujitsu received City's request and confirms the problem before 4:00 PM (central time) on the business day the request was received, the dispatched personnel will arrive the next business day; (b) if Fujitsu received City's request and confirms the problem after 4:00 PM (central time) on the business day the request was received, the dispatched personnel will arrive within 24 hours after the beginning of the next business day. Except as otherwise set forth in this Article, all travel and living costs for such personnel will be borne by Fujitsu. 2.5 City's Obligation to Make Site Available. City is responsible for ensuring Fujitsu personnel access upon their arrival to the site where the support is to be performed. If Fujitsu is unable to obtain access to the site, City agrees that Fujitsu has the right to invoice City, and City agrees to pay for travel and living expenses for the applicable trip made by Fujitsu personnel. 3. Sparing. 3.1 Scope of this Service. During the applicable term of this Service, Fujitsu will utilize all spared equipment the City has available within the City depots for the supported network. The City will purchase and warehouse all spared products necessary to maintain the networks B-16 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 stability. If required, Fujitsu will pull from the City's spare inventory to restore any network failures. Once the failure is restored by replacing specific units, the assumed failed unit will be returned to the City for replacement into the City's inventory 3.2 City and Fujitsu Must Return the Replaced Equipment. City and Fujitsu agree that it will, at its sole expense and process, return the failed equipment replaced by the troubleshooting and restoration efforts for repair or replacement to the City's sparing inventory. 4. Fujitsu Responsibilities 4.1 Network Operation Center (NOC) Monitoring Premium Service 4.1.1 Fujitsu shall perform NOC monitoring services for the City Network (which services are further described in this Agreement) on a 24 hours per day, 365 days per year basis, in accordance with the provisions of this Agreement. Fujitsu will monitor the Network elements specified in Attachment B for alarms and performance using the manufacturers or equivalent element management system. Fujitsu will provide management services to remotely: 1.) provision the movement of existing circuits between nodes and ports; 2.) provision the addition of new circuits in the Network; and 3.) change circuit configurations within the limits of the system hardware currently deployed in the Network. 4.2 Management Applications 4.2.1 In most cases, the Fujitsu NOC will manage the customers' Network utilizing the specific vendors Element Management System (EMS) as it is related to the Network product deployed, i.e. for Fujitsu product, the Fujitsu NOC utilizes the Fujitsu NETSMART 15000 application. In other cases, the Fujitsu NOC deploys other applications capable of capturing traps, especially for SNMP managed products, i.e. Cisco routers, switches and firewalls, the Fujitsu NOC will use SolarWinds Orion application. The extent of management capabilities of the devices will be dependent upon the capabilities of the vendor's devices and the EMS management applications. 4.2.2 The specific EMS will also determine the OS and hardware specifications necessary to operate in the NOC environment. The majority of EMS applications provide instantaneous notifications from electronic data captured from the NEs generation of an alarm or condition. The Fujitsu NOC is currently working on an OSS system with integration of the EMS applications to a Manager -of -Managers (MOM) and to the Fujitsu NOC ticketing system, thus allowing for instantaneous alarm generation and a trouble ticket generation. 4.2.3 The Fujitsu NOC provides direct Fujitsu customers access to view previously created tickets, enter specific notes and run reports on the generated tickets via the Fujitsu Partners Web site, located at https:/Ipartners.Fujitsu.Fujitsu.com/. Due to the specific requirements to generate a ticket, ticket creation is reserved for the Fujitsu NOC personnel. Once a NOC ticket is created, the direct Fujitsu customers will have the ability to edit, add notes and generate reports. B-17 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 4.3 Communications Protocols The Fujitsu NOC supports communication protocols with the NEs via SNMPv1 and SNMPv2. The Fujitsu NOC also supports TL1 connectivity for support of product that does not currently support SNMP. 4.4 Support The Fujitsu NOC employs personnel to cover a 7x24x365 operation based on consistent volume and workload. There may be events which may increase the volume to levels above typical staffing capabilities which are beyond forecast and Fujitsu's control. These infrequent situations may delay responsiveness, but in these cases, the Fujitsu NOC will do everything possible to reduce the delay and will make every effort to control the situations and maintain the Network. 4.5 Help Desk Support Fujitsu will provide Help Desk services 7x24x365 for the City end users for troubleshooting end user network connectivity from the City Premise Equipment (CPE). The Help Desk will provide assistance to ensure network connectivity from the end users computer and CPE to the ISP network provided by City. If network connectivity is established and trouble still exists, the Fujitsu Help Desk will escalate issues to the Fujitsu NOC. The Fujitsu NOC will work troubles through resolution. 4.6 Product Skill Level 4.6.1 Although the Fujitsu NOC has a wide range of different vendor's product knowledge and capability, the NOC personnel may not have the level of knowledge on all products the customer may deploy. In the cases where the Fujitsu NOC does not have the skill sets required to support the deployed product in the customer Network, the Fujitsu NOC will arrange training with the specific vendor, or a training company with the required courses. In some cases, the customer may be required to assist in identifying the required training and training providers. 4.6.2 Once in a steady mode of operations, the Fujitsu NOC requires notification from the customer that a new product line or vendor product will be added to the managed Network. This notification should be through the Fujitsu Change Control Request process at least 120 days prior to deployment. The 120 days will provide the Fujitsu NOC ample time to investigate the NOCs capabilities and training efforts. The Fujitsu NOC will work with the customer to develop a new solution if the NOC is unable to support the new product or vendor. 4.7 Reporting 4.7.1 Monthly ticket log The Fujitsu NOC will provide a monthly ticket report as logged in the Fujitsu Siebel ticketing system database. Reports will be emailed to Ali Nour at ANour(@ci.vernon.ca.us. B-18 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 4.7.2 Inventory The Fujitsu NOC will email inventory reports per installed and managed equipment within the network quarterly to Ali Nour at ANour@ci.vernon.ca.us. 4.7.3 Fault History The Fujitsu NOC will provide a fault history report monthly as retrieved from the Fujitsu NOC management tools. All reports will be emailed to Ali Nour at ANour@ci.vernon.ca.us. 4.7.4 Performance Management The Fujitsu NOC will provide quarterly performance management reports as retrieved from the Fujitsu NOC management tools to Ali Nour at ANour@ci.vernon.ca.us. 4.7.5 Administration Management (Device Deployment) The Fujitsu NOC will provide reports for new system deployments as new devices are added or existing devices are removed from the existing network to Ali Nour at ANour@ci.vernon.ca.us. 4.7.6 Topology Map (Graphical) The Fujitsu NOC will provide a new topology map as new devices are added, or as existing devices are removed from the network to Ali Nour at ANour@ci.vernon.ca.us. 4.7.7 Post Mortem Reports The Fujitsu NOC will provide a "Post Mortem" reports for any outage condition experienced on the Fujitsu managed Network. The Fujitsu NOC will also work with.the end users or network providers to capture their Reason for Outage (RFO) when the condition is outside of the Fujitsu managed Network. RFO receipt will be based on the end user or network provider's time frame. When the trouble is within the Fujitsu NOC managed Network, the RFO will contain the following information and would be provided within a 72 hour timeframe: (i) Date of detection, (ii) Time of detection, (iii) Time to Respond, (iv) Network element, (v) Carrier involved, (vi) Resolution, 3.9.4 Fujitsu will contact any OEM provider that City has made prior support arrangements for sparing or onsite services. (vii) Date of resolution, (viii) Time of resolution, (ix) Next steps/remaining activity, (x) Proactive Monitoring of Maintenance Activities and (xi) City circuits impacted. 4.7.8 SLA Reporting The Fujitsu NOC will provide ticket reports and customer call queue reports as part of support level communications with the customer. 4.8 Personnel Dispatch and Sparing for On -Site Maintenance 4.8.1 The Fujitsu NOC will request dispatch of personnel to site within 15 minutes of identifying any hardware caused trouble, or where personnel are required to be the hands and eyes onsite for the Fujitsu NOC. The time from alarm receipt to identifying the B-19 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 trouble caused is required for troubleshooting efforts to identify alarm and cause. (See Section 2 above) 4.8.2 The dispatched personnel will arrive onsite by the Next Business Day (NBD) per a prearranged time due to customer schedule for escort. (See Section 2 above) 4.8.3 The onsite personnel directed by the Fujitsu NOC will pull required hardware replacements from the City spares stock which should be located within the equipment area of the City Network. All spares, spare upgrades and replacements will be managed by City. (See Section 3 above) 4.8.4 Fujitsu will contact any OEM provider that City has made prior support arrangements for sparing or onsite services. (See Section 3 above) 4.9 Software Upgrades 4.9.1 Fujitsu will perform any "bug" or "trouble" repair remote software upgrades as necessary (Class A or AC). Notifications from equipment vendors will be required. City must have support agreements in place with vendors other than Fujitsu. All software upgrades will be analyzed and reviewed with City. City will have the final approval to upgrade software 4.9.2 City will be responsible for any remote upgrades that require funding (Class B) 4.10 New Circuit Additions The Fujitsu NOC will provide new circuit turn -up or deletion assistance as required. Notification of new circuit turn -ups or deletions will follow the Fujitsu NOC Change Control Request process and required timeframe for setup and scheduling. 4.11 Ethernet Circuit Engineering 4.11.1 The Fujitsu NOC will provide new Ethernet circuit engineering as required. Ethernet circuit engineering will follow the Fujitsu NOC Change Control process and required timeframes for setup and scheduling. Ethernet circuit engineering will be provided for and within the managed City network and up to the City ISP as the demarcation point. 4.11.2 Fujitsu will work with the City Internet Service Providers (ISP) directly on behalf of the City to ensure configuration, routing and setup are correct and Fujitsu has the capability to manage. 4.12 City Meetings The Fujitsu NOC Service Delivery Manager (SDM) will schedule semi-annual, face-to-face meeting to discuss operations, troubles, forecasting, and future goals and plans. City meeting sites should be alternated each meeting between the Richardson, TX NOC and the customer location. Meetings should be scheduled a year in advance. B-20 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 4.13 Third Party Management City shall provide Fujitsu with appropriate contact information and Letters of Agency (where applicable) so that Fujitsu, in its performance of the Services under this Agreement, can act on behalf of City to deliver the services described within this Agreement. 5. City Responsibilities 5.1 City shall provide the following: 5.1.1 City will make available to Fujitsu the optical service channel (OSC) and / or the data communications channel (DCC) to allow Fujitsu to monitor and control all the Network elements from either gateway in the NOC Management Connections. Some equipment will be monitored in -band from the designated gateway locations. Additional gateways and their implementation will incur additional cost and is beyond the scope of work identified in this Agreement. 5.1.2 In the event 1.) an equipment vendor goes out of business, 2.) part or all of the system is no longer supported by the manufacturer or 3.) associated software in the optical Network is manufacture discontinued with an end of life (EOL) within the terms of this agreement, City will take steps to procure currently supported replacement hardware or software from the manufacturer and at no cost to Fujitsu. As mutually agreed to the work required, Fujitsu will provide onsite labor to upgrade the Network with the new hardware or software at the rates stated in Rates and Charges for Out -of -Scope Work in Appendix C-4. The EOL or manufacture discontinue support excludes Fujitsu manufactured product lines listed in Attachment B. 5.1.3 City will provide Fujitsu a LOA to authorize Fujitsu to act on its behalf to contact OEM technical maintenance services, as Fujitsu determines necessary. City will provide account numbers, contacts and any other identification to allow Fujitsu to make these dispatches. 5.1.4 City will notify Fujitsu in advance of any action being taken that will cause the Network to go into alarm. This may include but is not limited to actions during the Transformation, powering down equipment connected to the Network, unplugging or re- arrangement of cables supporting the Network or fiber maintenance (both inside and outside plant). 5.1.5 City will be responsible for City owned spare replacements and/or upgrades to the spares as required when the managed network is upgraded to newer software or hardware releases. If a City spare is non -repairable due to a failure, City will be responsible for replacement in the City owned inventory. B-21 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 6. NOC Call Center 6.1 The Fujitsu NOC operation is a shared operation with other customers, so the Fujitsu NOC employs personnel as Call Administrators 06:00-18:00 CT, Monday to Friday. During the business hours, all calls will be answered by the Call Administrators who will gather details and create the service tickets. Once the ticket has been created, the caller will be placed in the NOC call queue for the next available NOC technician. Call responsiveness is dependent on call volume and customer Network troubles. The NOC personnel answer the calls as a first -come, first -serve order. If the caller is experiencing an outage within the managed Network, the NOC has a specific Outage queue that the Call Administrators can place the caller in. The Outage queue is reserved for Network outage callers and takes a higher precedence over the standard NOC queue. The caller also has the option to leave a voice message which will be responded to at the earliest convenience of the NOC technician. 6.2 After business hours, the callers are routed via an IVR system. When the caller selects the option for the NOC service, the caller will be placed into the NOC queue for the next available NOC technician. Once on line with the NOC technician, the caller will be asked a series of questions used to create the service ticket. Once the NOC ticket is created, the NOC technician will assist the caller. If the call hold time is in excess, the caller will have the option to leave a voice message which will be responded to at the earliest convenience of the NOC technician. 7. Problem Resolution / Notification Time Guidelines 7.1 The following tables describe the escalation and customer notification timeframes used for incidents managed by the Fujitsu NOC. ' �S§ve�jt>i ' Typ�catCjtyslmact,i -" Tar9etetlStandard `Local Site Contact 5 NOCCItyCommujtfeatiorjti= �' Resolution ,NotlflcaYrin Complete loss or critical - Within 30 minutes of event failure of a customer initiation Critical impacting service, with no 4 Hrs Within 15 minutes - At each escalation point and/or available work -around status change - Within 15 minutes of resolution Intermittent loss or - Within 1 hour of event initiation Major degraded performance of a 8 Hrs Within 30 minutes - At each escalation point and/or customer impacting service status change - Within 15 minutes of resolution - None required for non -service No immediate customer affecting questions Minor impact and/or administration 3 Days / 72 Hrs Within 8 Ins - Within 1 hour of event initiation requests affecting a group - At each escalation point and/or of users status change - Within 15 minutes of resolution All Network troubles and trouble calls will be handled through to resolution. 7.2 Exclusions to Service Level Agreements Notwithstanding any language elsewhere in this Agreement or its Attachments that may be interpreted to the contrary, Fujitsu's single action repair service objectives exclude the following: 7.2.1 Any power failures, fiber cuts or other failures in the fiber connected to the equipment not caused by Fujitsu. B-22 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 7.2.2 Any failure in air conditioning (HVAC) supporting the equipment not caused by Fujitsu. 7.2.3 Any scheduled maintenance action properly performed on the equipment in a scheduled maintenance window. 7.2.4 Any situation where the problem requiring attention is caused by equipment or issues outside the monitored Network or portion thereof and Fujitsu's control. This may include but is not limited to powering down equipment connected to the Network, unplugging or re -arrangement of cables supporting the Network or fiber maintenance (both inside and outside plant). 7.2.5 Any Force Majeure event if and to the extent performance excusing pursuant to the Agreement. 8. Definitions 8.1 Alarm An electronic message received from the equipment usually indicating an abnormal condition. The severity of the condition is determined by the NOC and classified based on the definitions below. Severe alarms will drive opening of a trouble ticket and generate a response by the NOC. Alarms and trouble tickets or incident reports are treated interchangeably. 8.2 Class A/AC Product Change Notice A Telecordia telephony term identifying product correction issued by the manufacturer that addresses critical flaws in the equipment that could cause service interruptions. 8.3 aity City and its Affiliates. 8.4 Data Communications Network (DCN) The DCC and the associated telemetry interfaces, equipment and circuits to connect the City telecommunication network to Fujitsu's NOC for the purposes of operating, administering, maintaining and provisioning the Network. 8.5 Data Communications Channel (DCC) Data channel within the SONET overhead used for the remote operations, administration, maintenance and provisioning of NEs operating in a Network configuration. The equivalent of the DCC in DWDM networks is the optical service channel (OSC). The Fujitsu NOC has assumed these are available and can be used to monitor remote equipment with a limited number of gateway nodes. 8.6 Element Management System (EMS) The appropriate software and supporting systems will be used to monitor and manage the elements composing the Network. In this case, the Fujitsu FLASHWAVE equipment will be B-23 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 monitored with NETSMART 1500, the Cisco routers and switch equipment will be managed by SolarWinds SNMP management application, and the Fujitsu servers will be managed by SolarWinds or Monolith application. The balance of the optical equipment will be addressed appropriately with SNMP generic tool, Monolith 8.7 Gateway Network Element (GNE) One or more NEs designed to be the interfaces between the Network and the telemetry circuits to the NOC. These NEs typically contain network interface equipment to manage this interface. A Gateway Node is the physical location where the interface to the Network is established. 8.8 Managed Service Component For the purposes of this Agreement, Managed Service Components are the equipments listed in Attachment B. 8.9 Method of Procedure (MOP) Used in telephony to mean a detailed written procedure for completing of complex equipment, network or circuit reconfigurations. It is typically employed where live traffic is moved, migrated or reconfigured. MOPs are normally written by Tier III (highest level of technicians) or Engineers and can require weeks to complete depending on the research required. 8.10 Network A collection of Network Elements and interconnection transmission facilities limited to the Layer 1, Layer 2 and Layer 3 Network. 8.11 Network Element (NE) Telecommunications hardware equipment and its associated software that is addressable and manageable. NEs provide services to the end -user and can be managed through an Element Management System (EMS) and Manager -of -Manager (MOM). An NE may have multiple shelves as long as they operate as a single addressable manageable unit. In this case an IP address addressable by the NOC. 8.12 Network Operations Center (NOC) One or more facilities equipped with software and hardware tools, skilled technicians, telemetry circuits and supporting management systems for the control and management of a telecommunications networks. It is responsible for monitoring the Network for alarms or certain conditions which may require special attention to avoid impact on the Network's performance. 8.13 Network Node A physical location with one or more NEs connected to and functioning in a relationship with other NEs at different physical locations to form a network for the delivery of telecommunications services. B-24 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 8.14 Spares Spare equipment owned by City and placed in the City equipment area. 8.15 Start of Service Date Date to be mutually determined by and agreed to by City and Fujitsu. 8.16 Supported Equipment The hardware and software supported under this Agreement and described further in Attachment B of this Agreement. 8.17 Telephony Alarms Fujitsu uses the following industry defined (Telcordia GR-929-CORE) classification of alarms. 8.18 Critical Error All or any combination of the following: (i) Fiber cut or loss of optical path which results in a total loss of traffic, (ii) a system condition that results in a total loss of traffic (1-DSO to xWDM), (iii) if City has to reroute all traffic to establish service due to environment, weather or interconnections to other service providers outside of this Network, (iv) service or traffic affecting problems that require immediate corrective action regardless of time of day (life critical, national security or mission critical circuits [must be identified in advance]), or (v) failure of communication with the EMS server where visibility to the entire Network is lost. (Critical Errors are referred to as Severe Incidents in other locations in this Agreement). 8.19 Maior Error All or any combination of the following: (i) fiber cut or loss of optical path and the system engages the automatic protection switch with a loss of redundancy or protection switching capabilities, but no loss of traffic, (ii) equipment failure on a redundancy path which will inhibit any protection switching capabilities and no traffic loss occurs, or (iii) partial failure of communication with the EMS server where a portion of the Network still has visibility. 8.20 Minor Error All errors not otherwise included in, or defined as, Critical Errors or Major Errors where all services and system integrity are maintained. Examples may include air filter alarms to change the air filter. Contacts and Escalations Table City of Vernon (Call in order listed — Wait 30 minutes for each to respond before escalatino) Ali Nour Office: 323.583.8811, x.316 ANour@ci.vernon.ca.us Cell: 562.310.0373 Control Center I Office: 323.826.1461 1 controlcenter@ci.vernon.ca.us B-25 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 9. NOC Technician 800.873.3822 fncnoceng@fnc.fujitsu.com Mike Wietecha Office: 972.479.7669 mike.wietecha@us.fujitsu.com Sr. Manager Cell: 214.395.5613 Greg Butler Office: 972.479.2046 gregory.butler@us.fujitsu.com Executive Director Cell: 972.795.0156 ' , F4�rtsy'Help'pesk' � ' r, Help Desk 800.949.0103, opt. 3 fc.nocsupport@us.fujitsu.com Pricing NOC Services 1 $342,700.00 1 Onsite Maintenance, Next Business Day (NBD) $63,492.00 Total for 5 Years, Invoiced Annually Out -of -Scope Work: The applicable Fujitsu rate for Tier I technician for MACD or any out -of -scope work requiring on - site presences in the US and Canada: Monday - Friday, 8:00 - 5:00 $140 per hour 4 hr minimum After hours and Saturdays $230 per hour 4 hr minimum Sundays and major Holidays $325 per hour 8 hr minimum Trip charge - per dispatch $150 per trip NOC technical support and management for out -of -scope work: $250 per hour. B-26 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Attachment B Equipment to be Monitored and Managed by Fujitsu Fujitsu Devices iNAME P,ARTNUMBER FLASHWAVE CDs Shelves FLASHWAVECDS 2RU Shelf, OSP Hardened, redundant management & Intercard Communications (cross card LAG, LDxx, HDxx), I/O Panel Support, Enhanced FC9695CDS2 FLASHWAVE CDs MISC. ASSEMBLIES FLASHWAVE CDS Fan Tray Replacement Filter FC9695FTFL FLASHWAVE CDs Common Units, Software and RTUs FLASHWAVE CDS User Interface Panel & Fan Unit (CDS-1 or CDS-2 shelf's) FC9695UIPF FLASHWAVE CDS Front Cover FC9695FC34 Software CD-ROM, FLASHWAVE CDS Release 3.3 FC9695CR03-103 Right to Use Fee - FW CDS R3 RTUCDSAR03 FLASHWAVE CDS Plug-in Units Low Density PIU - 12 ports SFP + 10 ports 10/100/100013T FC9695LDP1 FLASHWAVE CDS SFPs 1000BaseLX, 1310nm SMF, 10 km SFP (I -Temp) FC95705040 100Base-LX,10Km,1310nm FC95705090 N/1M�, PAR =NUMBER �` FLASHWAVE 9500 Shelf and Common Units MS-300 Shelf (Small -19" - SIDS) FC9565MS30 Fan unit FC9565FAN1 CPU and Timing clock (MCU) FC9565MPC1 240Gbps SONET & Packet switch fabric FC9565SF21 COMS panel unit for the SIDS shelf - Used in rear -access shelves with T1 synchronization FC9565CP51 OC192 SR1/10GbE LR XFP FC9573D410 1000BaseLX,SMF,15km SFP FC95705010 10013ase-FX with PHY optical interface SFP for use in 20-port IFP5-EGS1 unit FC95705082 FLASHWAVE 9500 Plug-in Units 20-port Gigabit Ethernet Card (SFP pluggable) FC9565EGSI 2-part 10G Ethernet Card (Client XFP pluggable) FC9565EXX1 FLASHWAVE 9500 Misc. Cables, Accessories and RTUs Release 4.x RTU RTU9500AR04 Release 5.x RTU RTU9500AR05 Software CD-ROM, FLASHWAVE 9500 release 4.x FC9565CR04-102 Software CD-ROM, FLASHWAVE 9500 release 5.x FC9565CR05-101 Filler Panel for half size slot FC9565FP21 Filter replacement kit (4 filters) HA1513-0001-13515 B-27 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 »ar_ A.. ;, PARYNUMBE� FLASHWAVE 94f0 Shelf FLASHWAVE 9410 GE11 1G/128 BOM P9410GEl IRFCA FLASHWAVE 9410 universal rack/wall mounting kit 1013903001 Power Supplies and Power Cord AC PSU (Standard) (US, EU, UK) 110 V AC PSU (no cord) FC9695ACP1 CABLE, POWER CORD, IEC-60320-C13, US NEMA 5-15, 2M 21-972-006 SFP5XFP Plug -ins SFP module-100Base-LX, 1310 nm, SMF, 10 km reach, I -temp FC95705090 FLASHWAVE 9500 Shelf and Common Units MS-300 Shelf (Small - 19" - SDS) FC9565MS30 Fan unit FC9565FAN1 CPU and Timing clock (MCU) FC9565MPC1 240Gbps SONET & Packet switch fabric FC9565SF21 COM5 panel unit for the SIDS shelf - Used in rear -access shelves with T1 synchronization FC9565CP51 OC192 SR1/10GbE LR XFP FC9573D410 1000BaseLX, SMF, 15km SFP FC95705010 100Base-FX with PHY optical interface SFP for use in 20-port IFP5-EGS1 unit FC95705082 FLASHWAVE 9500 Plug-in Units 20-port Gigabit Ethernet Card (SFP pluggable) FC9565EGS1 2-port 10G Ethernet Card (Client XFP pluggable) FC9565EXX1 FLASHWAVE 9600 Misc. Cables, Accessories and RTUs Release 4.x RTU RTU9500AR04 Release 5.x RTU RTU9500AR05 Software CD-ROM, FLASHWAVE 9500 release 4.x FC9565CR04-102 Software CD-ROM, FLASHWAVE 9500 release 5.x FC9565CR05-101 PA0,, NUMB R _ Cisco ASA 5540 Firewall ASA 5540 APPLIANCE WITH SW, HA,4GE+1 FE, 3DES/AES ASA5540-BUN-K9 CAB -AC AC POWER CORD (NORTH AMERICA),C13, NEMA 5-15P,2.1M CAB -AC AC POWER CORD ASA 5500 SERIES SOFTWARE V8.2 SF-ASA-8.2-K8 ANYCONNECT ESSENTIALS VPN LICENSE - ASA 5540 (2500 USERS) ASA-AC-E-5540 CISCO VPN CLIENT SOFTWARE ASA-VPNCLNT-K9 ASA/IPS SSM SLOT COVER SSM-BLANK ASA 5540 VPN PREMIUM 5000 IPSEC USER LICENSE (7.0 ONLY) ASA5540-VPN-PR STRONG ENCRYPTION LICENSE 3DES/AES ASA5500-ENCR-K9 ASA 180W AC POWER SUPPLY ASA-180WPWR-AC ASA 5500 ANY CONNECT CLIENT ASAANYCONNCSD- K9 SMARTNET 24X7X4 ASA 5540 WITH HA, 3DES/AES CON- B-28 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 SNTPAS4BUNK9 PgR7��NIMBER .; Cisco 3925 Router CISCO 3925E VOICE SEC. BUNDLE, PVDM3-64, UC AND SEC LICENSE C3925EVSEC/K9 CISCO 3925-3945 SPE IOS UNIVERSAL S39EUK9-15101T HIGHDENSITY VOICE AND VIDEO DSP MODULE PVDM3-64 64- CHANNEL CISCO 3925/3945 AC POWER SUPPLY (SECONDARY PS) PWR-3900-AC/2 (NORTH AMERICA), C13, NEMA 5-15P, 2.1M CAB -AC AC POWER CORD CISCO 3925/3945 FAN ASSEMBLY (BEZEL INCLUDED) 3900-FANASSY INCLUDED ITEM C3900-SPE2001K9 CISCO CONFIG PRO EXPRESS ON ROUTER FLASH ISR-CCPEXP 1GB DRAM (512MB+512MB) FOR CISCO 3925/3945 ISR (DEFAULT) MEM-3900-1GB-DEF 256MB COMPACT FLASH FOR CISCO 1900, 2900, 3900 ISR MEM-CF-256MB HIGHDENSITY VOICE AND VIDEO DSP MODULE PVDM3-64 64- CHANNEL IP BASE LICENSE 3925/3945 SL-39-IPB-K9 SECURITY LICENSE FOR CISCO 3900 SERIES SL-39-SECK9 UNIFIED COMMUNICATION LICENSE FOR CISCO 3900 SERIES SL-39-UC-K9 CISCO 3925/3945 AC POWER SUPPLY PWR-3900-AC SMARTNET 24X7X4 CISCO3925E VOICESECBUN,PVD M3-64,UC/SEC CON-SNTP- 3925EVSC ;' �,, NhME . RART']NUpABER ISP DISTRIBUTION SWITCH 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-SUP720 IDS ADV IP W/MPLS/IPV6/SSH/3DES 1 Cisco 7600 Internet Router Mgr v3.1 - 7600 RTU 1 FlexWAN 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 (Multimode only) 4 B-29 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Servers NAII(jE; r PART NUMBER„ fP Fujtisu PrimePower Servers Two Fujitsu Primergy servers on Linux OS running DNS application NA Two Fujitsu Primergy servers on Linux OS running Web application NA Two Fujitsu Primergy servers on Linux OS running SMTP application NA One Fujitsu Primergy server on Linux OS running Monitoring application NA One Fujitsu Prime Power on Solaris OS running Veritas Backup application NA B-30 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 Attachment C 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 Hazards Bodily Injury Each Person Each Accident Property Damage Each Accident 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 II. Liability General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Independent Contractor $1,000,000 $2,000,000 $1,000,000 Products -Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $5,000,000 $5,000,000 $5,000,000 a. The general liability policy shall contain the following AS A PART OF the standard certificate of insurance: 1. Naming the City of Vernon, its officers, and employees as additional insureds under the policy. 2. Providing the City of Vernon thirty (30) days notice of cancellation of coverage. 3. Providing coverage for all consultant operations insured under this Contract. b. Fujitsu shall also maintain a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self -insured retentions attached to such policy or policies must be declared to and be approved by the City. B-31 City of Vernon Equipment and Services Purchase Agreement November 4, 2011 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 February 8, 2012 Gregory Butler Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Re: Equipment Purchase & Services Agreement Related to the Fiber Optic System Internet Access Operations Dear Mr. Butler; Transmitted herewith is a fully executed original agreement, as referenced above, approved by City Council on February 7, 2012, through Resolution No. 2012-24. If you have any questions regarding this matter, please call Carlos Fandino at (323) 583-8811 ext. 834. Very ly yours, WIL ARD . YA U H City Clerk WGY:dj c: Carlos Fandino Purchasing Department Resolution No. 2012-24 Agreement File No. 12-014 ECclusively Industrial 03/06/2012 18:56 FAX 323 826 1438 CITY CLERK'S OFFICE f.7 _� / U Ca001 *six TX REPORT TRANSMISSION OK TX/RX NO 1842 CONNECTION TEL 719724792992 SUBADDRESS CONNECTION ID ST. TIME 03/06 18:46 USAGE T 10'05 PGS. SENT 58 RESULT OK Aw AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU. NETWORK COMMUNICATIONS, INC, FOR PURCHASE OF EQUIPMENT AND SERVICES RELATED TO THE FIBER OPTIC SYSTEM INTERNET ACCESS OPERATIONS COVER PAGE Vendor: FUJITSU NETWORK COMMUNICATIONS, INC, Notice Information - Vendor: Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Attention: Gregory Butler Phone: 972-479-2046 Facsimile: 972479-6658 Fujitsu Network Communications, Inc, 2801 Telecom Parkway Richardson, TX 75082 Attention: Rob Edwards Phone: 972-479-2110 Facsimile: 972-479-2992 Fujitsu Network Communications, Inc. 300 Plaza Drive, Suite 250 Highlands Ranch, Colorado 80129 Attention: Dennis DlPaolo Phone: 303 209-3018 Facsimile: 303-209-3058 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth, City Administrator Telephone: (323) 583-8811 ext, 398 Facsimile: (323) 828A408 1140 ��wc2��i✓ AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR PURCHASE OF EQUIPMENT AND SERVICES RELATED TO THE FIBER OPTIC SYSTEM INTERNET ACCESS OPERATIONS COVERPAGE Vendor: FUJITSU NETWORK COMMUNICATIONS, INC. Notice Information - Vendor: Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Attention: Gregory Butler Phone: 972-479-2046 Facsimile: 972-479-6658 Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Attention: Rob Edwards Phone: 972479-2110 Facsimile: 972479-2992 Fujitsu Network Communications, Inc. 300 Plaza Drive, Suite 250 Highlands Ranch, Colorado 80129 Attention: Dennis DiPaolo Phone: 303-209-3018 Facsimile: 303-209-3058 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth, City Administrator Telephone: (323) 583-8811 ext. 398 Facsimile: (323) 826-1408 Commencement Date: Two Weeks after written notice from the City Jobsite: City Hall — 4305 S. Santa Fe Avenue Fire Station 1 — 3775 Fruitland Avenue Product: $314,426.00 US Dollars and more particularly described in Exhibit A Managed Services: $495,548.49 US Dollars and more particularly described in Exhibit B. City of Vemon Equipment and services Purchase Agreement November 4, 2011 US/UU/ZU1Z 1a:1U VAA JZJ 5ZU 1435 CITY CLERK'S OFFICE /a -p/ 5/ fin 001 TRANSMISSION OK TX/RX NO CONNECTION TEL SUBADDRESS CONNECTION ID ST. TIME USAGE T PGS. SENT RESULT *six TX REPORT* 1843 713032093058 03/06 18:57 13'31 58 OK 131elIx 4 AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU. NETWORK COMMUNICATIONS, INC. FOR PURCHASE OF EQUIPMENT AND SERVICES RELATED TO THE FIBER OPTIC SYSTEM INTERNET ACCESS OPERATIONS COVER PAGE Vendor: FUJITSU NETWORK COMMUNICATIONS, INC. Notice Information - Vendor: Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Attention: Gregory Butler Phone: 972-479-2046 Facsimile: 972-479-6658 Fujitsu Network Communications, Inc. 2801 Telecom Parkway Richardson, TX 75082 Attention: Rob Edwards Phone: 972-479-2110 Facsimile: 972-479-2992 Fujitsu Network Communications, Inc. 300 Plaza Drive, Suite 250 Highlands Ranch, Colorado 80129 Attention: Dennis DiPaolo Phone: 303-209-3018 Facsimile: 303-209-3058 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth, City Administrator Telephone: (323) 563-8811 ext. 398 Facsimile: (323) 826-1408 Commencement Date: Two Weeks after written notice from the City Jobsite: City Hall — 4305 S. Santa Fe Avenue Fire Station 1 — 3775 Fruitland Avenue Product: $314,426.00 US Dollars and more particularly described in Exhibit A Managed Services: $495,548.49 US Dollars and more particularly described in Exhibit B. City of Vernon Equipment and Services Purchase Agreement November 4, 2011