Resolution No. 2012-025RESOLUTION NO. 2012-25
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT WITH MTM TECHNOLOGIES, INC. FOR THE
PURCHASE OF CISCO SYSTEMS EQUIPMENT
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. 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 City desires to purchase CISCO systems
equipment (the "Equipment") to continue providing internet services to
City businesses and the City Infrastructure; and
WHEREAS, the Director of Light & Power has determined that
MTM Technologies, Inc. ("MTM") is qualified and capable of providing
the Equipment; and
WHEREAS, by memo dated January 25, 2012, the Director of
Light & Power recommends the City enter into an agreement setting
forth the terms and conditions under which MTM will provide the
Equipment (the "Agreement"); 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 MTM Technologies, 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 MTM.
- 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. DayiS
Title: Ma or 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. 2012-25, 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 day of February, 2012, at Vernon, California.
n
(SEAL)
llard G./Yc*a.Juch.l,/ City Clerk
4
EXHIBIT A
AGREEMENT BETWEEN THE CITY OF VERNON AND MTM TECHNOLOGIES, INC.
FOR THE PURCHASE OF CISCO SYSTEMS EQUIPMENT
Vendor:
Notice Information - Vendor:
Notice Information - City:
Commencement Date:
COVER PAGE
MTM TECHNOLOGIES, INC.
400 Continental, 6 H Floor,
El Segundo, CA 90245
Attention: Mr. George Carpenter
Phone: 310-356-8918
Facsimile: 201-558-7448
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
Two Weeks after written notice from the City
Consideration: Total not to exceed $41,315.00 US Dollars
(including all applicable sales tax) and more
particularly described in Exhibit B
Records Retention Period: 3 YEARS
AGREEMENT BETWEEN THE CITY OF VERNON AND MTM TECHNOLOGIES, INC.
FOR THE PURCHASE OF CISCO SYSTEMS EQUIPMENT
THIS AGREEMENT is made and entered into as of . 2012 ("Effective Date"),
by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and MTM Technologies, Inc., a New York corporation ("Contractor"). City
and Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain Cisco Systems equipment and services fumished
and provided as more fully set forth in the Scope of Services, attached hereto and incorporated
herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations: which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax; assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services, duties, obligations, durations or total
compensation, shall be by written authorization only by the City. A form of Change Order is set
forth in Exhibit C attached hereto and incorporated by reference.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the Cost Schedule set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information") are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City upon completion or termination of
this Agreement. Contractor's covenant under this section shall survive the termination of this
Agreement. City may disclose to third parties any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workerq compensation insurance as required by law.
(d) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(f) 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.
(g) Contractor 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
Contractor's expense, the premium thereon.
(h) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an additional insured
endorsement naming the City, its officers, officials, employees, agents, and volunteers as
insured's. All of the policies required under this Agreement shall contain an endorsement
providing that the policies cannot be canceled or reduced except on thirty (30) days prior written
notice to City, and specifically stating that the coverage contained in the policies affords
insurance pursuant to the terms and conditions as set forth in this Agreement.
(I) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
0) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
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. Contractor 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. For purposes of this section, "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 of this
Agreement.
Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 1'/2 times the basic rate of pay.
Section 23. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Licenses and Permits. Except as provided herein below, Contractor shall
obtain and pay for all permits and licenses required by federal, state or local law, rule or
regulation. Costs for obtaining City permits required under this Agreement will be waived. All
requirements for obtaining permits (including City permits) remain in effect and are not waived;
only the costs of City permits are waived.
Section 25. Assianment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders final payment to Contractor, without further
acknowledgment by the parties.
Section 26. Assignment and Subcontractina. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 27. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. 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.
Section 28. Attorneys 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.
Section 29. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 30. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified in writing and signed by both Parties.
Section 31. 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.
Section 32. 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.
Section 33. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 34. 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.
Section 35. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 36. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the. Agreement.
Section 37. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 38. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 39. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
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
and California municipal corporation
0
Mayor/Mayor Pro-Tem
ATTEST:
Willard G. Yamaguchi, City Clerk
APPROVED AS TO FORM:
Willard G. Yamaguchi, Interim City
Attorney
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EXHIBIT A
SCOPE OF SERVICES
Cisco Systems Equipment to be Purchased:
Item
Description
MY
1
ASA 5540
2
2
Cisco 3925
2
M7Nf
TECHNOLOGIES
400 Continental Blvd
6th Floor
El Segundo, CA 90245
Ali Nourmohamadian
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Phone: + (310) 356-8918
Fax: +1 (201) 550-7448
Email: gcarpenter@mtrn.com
Phone: +1 (323) 583-8811
Email: ANour@fci.vernon.ca.us
Item
Part Number
Description
MY
Unit
Extended
t
ASA5540-BUN-K9
ASA 5540 Appliance with SW, HA,
4GE+1 FE, 3DES/AES
2
$9,039.89
$18,079.78
2
CAB -AC
AC Power Cord (North America), C13,
NEMA 5-15P, 2.1 m
2
$.00
$.00
3
SF-ASA-8.2-K8
ASA 6500 Series Software v8.2
2
$.00
$.00
4
ASA-AC-E-5540
AnyConnect Essentials VPN License -
ASA 6540 (2500 Users)
2
$186.17
$372.34
5
ASA-VPN-CLNT-K9
Cisco VPN Client Software (Windows,
Solaria, Linux, Mac)
2
$.00
$.00
6
ASA5540-VPN-PR
ASA 5540 VPN Premium 5000 IPsec
User License (7.0 Only)
2
$.00
$.00
7
ASA5500-ENCR-K9
ASA 5500 Strong Encryption License
(3DES/AES)
2
$.00
$.00
8
SSM-BLANK
ASA/IPS SSM Slot Cover
2
$.00
$.00
9
ASA-180W-PWR-
AC
ASA 180W AC Power Supply
2
$.00
$.00
10
ASA-ANYCONN-
CSD-K9
ASA 5500 AnyConnect Client + Cisco
Security Desktop Software
2
$.00
$.00
11
C3925E-VSEC/K9
Cisco 3925E UC Sec. Bundle,
PVDM3-64, UC and SEC License
2
$9,305.85
$18,611.70
12
S39EUK9-15101T
Cisco 3925-3945 SPE IOS
UNIVERSAL
2
$.00
$.00
13
PVDM3-64
64-channel high -density voice and
2
$1,702.13
$3,404.26
Terms of Sale:
The terms of this Quote are valid for30 talendardays from the
above -referenced Quote Date.
This Quote is subject to and governed by the MTM Technologies
Agreement between the customer referenced herein ("you') and the
MTM Technologies amity referenced herein ("MTM"). If you and MrM
have not executed an MTM Technologies Agreement, this Quote Is
subject to and governed bythe terms of the Agreement, posted at
htm>/www.mfm.wmAerms and a copy of which is available upon your
request, and you accept the terms of this Quote and the standard MTM
Technologies Agreement by (1) signing this Quote, (2) using the relevard
Product or Service (or allowing others to do so) or (3) making any
payment for the relevant Product or service, and If you do not agree to
the foregoing, you must nofity, MTM immediately to return the Product
and obtain a full refund.
Ship To If Different From Above:
• Payment Terms: 30 days after the date of invoice.
• Freight Terms: F.O.B. MTM's or MTM's suppliers shipping
dock, shipped ground unless otherwise requested In wilting by you.
You will reimburse MTM for transportation charges u specified
herein or on MTM's invoice.
• All orders am subject to approval by MTM of its corporate
headquarters in Stamford, Connecticut.
Accepted By:
P.O. M late:
1
SIGNATURE
NAMERITLE
M?M
TECHNOLOGIES
400 Continental Blvd
6th Floor
El Segundo, CA 90245
Phone: + (310) 366-8918
Fax: +1 (201) 558-7448
Email: gcarpemer@mbn.com
Prepared For:
All Nourmohemadian Phone: +1 (323) 583-8811
City of Vernon Email: ANour@ci.vernon.ca.us
4305 Santa Fe Avenue
Vernon, CA 90058
video DSP module
14
PWR-3900-AC/2
Cisco 3925/3945 AC Power Supply
(Secondary PS)
2
$265.96
$531.92
15
CAB -AC
AC Power Cord (North America), C13,
NEMA 5-15P, 2.1m
2
$.00
$.00
16
PWR-3900-AC
Cisco 392MO45 AC Power Supply
2
$.00
$.00
17
3900-FANASSY
Cisco 3925/3945 Fan Assembly (Bezel
included)
2
$.00
$.00
18
C3900-SPE200/K9
Cisco Services Performance Engine
200 for Cisco 3925E
2
$.00
$.00
19
ISR-CCP-EXP
Cisco Config Pro Express on Router
Flash
2
$.00
$.00
20
MEM-3900-1GB-
DEF
1GB DRAM (512MB+512MB) for
Cisco 3925/3945 ISR (Default)
2
$.00
$.00
21
MEM-CF-256MB
256MB Compact Flash for Cisco 1900,
290D, 3900 ISR
2
$.00
$.00
22
PVDM3-64
64-channel high -density voice and
video DSP module
2
$.00
$.00
23
SL-39-IPB-K9
IP Base License for Cisco 3925/3945
2
$.00
$.00
24
SL-39-SEC-K9
Security License for Cisco 3900 Series
2
$.00
$.00
25
SL-39-UC-K9
Unified Communication License for
Cisco 3900 Series
2
$.OD
$.00
26
SM-NM-ADPTR=
NETWORK MODULE ADAPTER FOR
SM - SLOT ON CISCO 2900 3900 ISR
2
$157.50
$315.00
Terms of Sale:
The terms of this Quote are valid 1000 calendar days from the
above -referenced Quote Date.
This Quote is subject to and governed by the MTM Technologies
Agreement between the customer referenced herein (you") and the
MTM Technologies entity referenced herein ('MTM'). If you and MTM
have not executed an MTM Technologies Agreement, this Quote is
subject to and governed by the terms of the Agreement, posted at
htmJ/www.mlm.comAerms and a copy of which is avallable upon your
request, and you accept the terms of this quote and the standard MTM
Technologies Agreement by (1) signing this Quote, (2) using the relevant
Product or Service (or allowing others to do so) or (3) making any
payment for the relevant Product or Service, and a you do not agree to
the foregoing, you must nobly MTM immediately to return the Product
and obtain a full refund.
Ship To If Different From Above:
• Payment Terms: 30 days after the date of invoice.
• Freight Terms: F.O.B. MTM's or MTM's supplier's shipping
dock, shipped ground unless oetem se requested In willing by you.
You will reimburse MTM for transportation charges as specified
herein or on MTM's invoice.
All orders are subject to approval by MTM at Its corporate
headquarters in Stamford, Connecticut.
Accepted By:
P.O.lI: Date:
2
SIGNATURE
NAME/TITLE
A"W
rECHNOLLTGIES
400 Continental Blvd
6th Floor
El Segundo, CA 90245
Quote # Quote Date
268130- 3 1/13/2012
Submitted By:
George Carpenter, Account Manager
Phone: + (310) 356-8918
Fax: +1 (201) 558-7448
Email: gcarperaer@mtm.com
Prepared e
All Ncurmohamadien Phone: +1 (323) 583.8811
City of Vernon Email: ANDur@ci.vernon.ca.us
4305 Santa Fe Avenue
Vernon, CA 90058
Terms of Sale:
The terms of this Quote we valid for 30 calendar days from the
above -referenced Quote Date.
This Quote is subject to and governed by the MTM Technologies
Agreement between the customer referenced herein (you') and the
MTM Technologies entity referenced herein ("MTM"). If you and MTM
have not executed an MTM Technologies Agreement this Quote is
subject to and governed bythe forms of the Agreement, posted at
Mlp>/www.mtm.conAenns and a ropy of which is available upon your
request, and you accept the terms of this Quote and the standard MTM
Technologies Agreement by (1) signing this Quote, (2) using the relevant
Product or Service (or allowing others to do so) or (3) making any
payment forthe relevant Product or Service, and ft you do not agree to
the foregoing, you must notify MTM immediately to return the Product
and obtain a full refund.
Ship To If Different From Above:
Total: $41,315,00
" Payment Terms: 30 days after the date of invoice.
• Freight Terms: F.O.B. MTM's or MTM's supplier's shipping
dock, shipped ground unless otherwise requested in writing by you.
You will reimburse MTM for transportation charges as specified
herein or on MTM's invoice.
All orders are subject to approval by MTM at its corporate
headquarters in Stamford, Connecticut.
Accepted By:
P.O. #: Date:
3
SIGNATURE
NAMERITLE
EXHIBIT B
FEES
MTM Technologies shall be paid $41,315.00 to perform all Services described in Exhibit A.
Contractor shall invoice City within thirty (30) days after performing the work for Services
provided under this Agreement.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written
notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in
dispute shall be withheld until resolution.
EXHIBIT C
CHANGE ORDER
Exhibit C
CITY OF VERNON
DEPARTMENT OF LIGHT & POWER
CONTRACT CHANGE ORDER NO. SUPPLEMENT NO. SHEET OF SHEETS
PROJECT:
TO:
REQUESTED BY: City of Vernon
P.O. NO.
VENDOR
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
included in the contract.
Contract Amount 03me Bid
...............................................
$
Amount of This Change Order
I .............................................
$
Amount of Previous Chan a Orders
I .........................................
$
Total Change Orders
I .....................................................
$
Modified Contract Amount
.............................................
$
Byreason of this change order the time of
completion will be adjusted as follows:
Approved:
Date:
Director of ldght & Power
Attest:
Date:
Willard Yamaguchi, City Clerk
We, the undersigned Contractor, have given careful consideration tothe change proposed and hereby agree, if this proposal is approved, that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
r _..-
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
February 13, 2012
George Carpenter
MTM Technologies, Inc.
400 Continental, 6th Floor
El Segundo, CA 90245
Re: Purchase of Cisco Systems Equipment
Dear Mr. Carpenter:
The insurance requirements have been met. Transmitted herewith is a fully executed original
agreement, as referenced above, approved by City Council on February 7, 2012, through
Resolution No. 2012-25.
If you have any questions regarding this matter, please call Carlos Fandino at (323) 583-8811
ext. 834.
Very truly yours,
Ana Barcia
Deputy City Clerk
AB:dj
Enclosure
c: Carlos Fandino
Purchasing Department
Resolution No. 2012-25
Agreement File No. 12-015
Excfusivefy Industriaf
AGREEMENT BETWEEN THE CITY OF VERNON AND MTM TECHNOLOGIES, INC.
FOR THE PURCHASE OF CISCO SYSTEMS EQUIPMENT
Vendor:
Notice Information - Vendor:
Notice Information - City:
Commencement Date:
COVER PAGE
MTM TECHNOLOGIES, INC.
400 Continental, 6T" Floor,
El Segundo, CA 90245
Attention: Mr. George Carpenter
Phone: 310-356-8918
Facsimile: 201-558-7448
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
Two Weeks after written notice from the City
Consideration: Total not to exceed $41,315.00 US Dollars
(including all applicable sales tax) and more
particularly described in Exhibit B
Records Retention Period: 3 YEARS
AGREEMENT BETWEEN THE CITY OF VERNON AND MTM TECHNOLOGIES, INC.
FOR THE PURCHASE OF CISCO SYSTEMS EQUIPMENT
THIS AGREEMENT is made and entered into as of February 7, , 2012 ("Effective Date"),
by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and MTM Technologies, Inc., a New York corporation ("Contractor"). City
and Contractor are collectively referred to herein as the "Parties."
RECITALS
A. City desires to have certain Cisco Systems equipment and services furnished
and provided as more fully set forth in the Scope of Services, attached hereto and incorporated
herein as Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality as the City under similar circumstances and in a manner reasonably
satisfactory to City. Contractor shall at all times comply with the highest ethical standards when
performing Services for the City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by
failure of Contractor to comply with this section.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses.
(c) Change in the scope of services, duties, obligations, durations or total
compensation, shall be by written authorization only by the City. A form of Change Order is set
forth in Exhibit C attached hereto and incorporated by reference.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the Cost Schedule set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing Services shall have all the necessary technical
expertise, permits, professional licenses, certificates, training, and other qualifications required
by this Agreement or other applicable laws. Contractor shall provide City with said permits,
licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending against Contractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 10. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
(c) Contractor agrees to pay and be responsible for paying all Federal, State
and local taxes for compensation received by Contractor from City while performing services for
City.
Section 11. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 12. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 13. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, customer
information, business practices, business methods, privileged information, trade secrets,
financial statements, floor plans, designs, blueprints, maps, surveys, drawings, models, reports,
correspondence, logs, documents, materials or other information developed or created by
Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the
performance of this Agreement ("Confidential Information') are deemed confidential and shall
not be disclosed by Contractor to any third party without City's prior written consent. City
reserves all rights to Confidential Information. City shall grant consent if disclosure is legally
required. All Confidential Information shall be returned to City upon completion or termination of
this Agreement. Contractor's covenant under this section shall survive the termination of this
Agreement. City may disclose to third parties any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement
Section 14. Technical Materials. City reserves all rights to any and all tools, dies,
patterns, plates or other similar technical materials furnished or paid for by City, and Contractor
shall use such materials in strict confidentiality and shall return the same to City at its request
upon completion or termination of this Agreement. Contractor shall not copy or otherwise use
any such materials for any purposes other than the completion of this Agreement. Contractor's
covenant under this section shall survive the termination of this Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or duty to continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in any way related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND
SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION.
The obligations in this section are in addition to Contractor's duty to provide insurance and shall
not be limited by any limitation on the amount or type of insurance coverage carried by
Contractor.
Section 18. Insurance
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor or Contractor's officers, employees, or agents in performing the services required by
this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation insurance as required by law.
(d) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(e) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(f) 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.
(g) Contractor 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
Contractor's expense, the premium thereon.
(h) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, along with a copy of the policy declarations page for each policy
showing that the aforesaid policies are in effect in the required amounts. Upon request by City,
Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing
that the coverage and policy endorsements required under this Agreement are maintained in
force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk
Manager, such certificate or certificates and a copy of the policy declarations page for each
policy. The policies of insurance required by this Agreement shall contain an additional insured
endorsement naming the City, its officers, officials, employees, agents, and volunteers as
insured's. All of the policies required under this Agreement shall contain an endorsement
providing that the policies cannot be canceled or reduced except on thirty (30) days prior written
notice to City, and specifically stating that the coverage contained in the policies affords
insurance pursuant to the terms and conditions as set forth in this Agreement.
(i) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers, officials,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its
officers, officials, employees, agents, and volunteers.
0) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Certification. In accordance with the provisions of Section 3700 of the
Labor Code, Contractor shall secure the payment of compensation to Contractor's employees.
By executing this Agreement, Contractor certifies the following: Contractor is aware of the
provisions of Section 3700 of the Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and Contractor will comply with such provisions before commencing the
performance of the work of this Agreement.
Section 20. Standard Specifications. The work done pursuant to this Agreement shall
be done in accordance with the provisions of the most current edition of "Standard
Specifications for Public Works Construction" (commonly known as "the Green Book") including
Supplements, prepared and promulgated by the Southern California Chapter of the American
Public Works Association and the Associated General Contractors of California, which
specifications are hereinafter referred to as the "Standard Specifications." The provisions of
these Standard Specifications shall apply to the work performed under this Agreement, unless
different standards are specified in Exhibit A or agreed to in writing by the City.
Section 21. Compliance with Laws. Contractor shall keep itself informed of and
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. Contractor 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. For purposes of this section, "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 of this
Agreement.
Section 22. Enforcement of Wage and Hour Laws. Eight hours labor constitutes a
legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25)
for each worker employed in the execution of this Agreement by the respective Contractor or
subcontractor for each calendar day during which the worker is required or permitted to work
more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation
of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid
to the City; provided, however, work performed by employees of contractors in excess of 8
hours per day, and 40 hours during any one week, shall be permitted upon compensation for all
hours worked in excess of 8 hours per day at not less than 1'/z times the basic rate of pay.
Section 23. Materials and Workmanship. City shall have the right to inspect any
material used. Material furnished shall be new, complete, ready -for -use and of the latest model,
shall not have been used in demonstration or other services and shall have all the usual
equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise
specified. Equipment, supplies or services that fail to comply with the Agreement requirements
regarding design, material or workmanship may be rejected at the option of City. Any materials
rejected shall be removed from City premises at the Contractor's sole expense.
Section 24. Licenses and Permits. Except as provided herein below, Contractor shall
obtain and pay for all permits and licenses required by federal, state or local law, rule or
regulation. Costs for obtaining City permits required under this Agreement will be waived. All
requirements for obtaining permits (including City permits) remain in effect and are not waived;
only the costs of City permits are waived.
Section 25. Assignment of Unfair Business Practices. Contractor and its
subcontractor offers and agrees to assign to City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the
Business and Professions Code), arising from purchases of goods, services, or materials
pursuant to the public works contract or the subcontract. This assignment shall be made and
become effective at the time City tenders final payment to Contractor, without further
acknowledgment by the parties.
Section 26. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void. In the event City grants written approval to Contractor to
subcontract work under this Agreement, Contractor is prohibited from using a subcontractor who
is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of
the Labor Code.
Section 27. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California. 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.
Section 28. Attorneys 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.
Section 29. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 30. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire integrated agreement and
understanding between the Parties, and supersedes all prior or contemporaneous negotiations,
representations, agreements, understandings and statements, written or oral. This Agreement
may only be modified in writing and signed by both Parties.
Section 31. 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.
Section 32. 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.
Section 33. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor. City shall timely notify Contractor of
the receipt of any third -party claim relating to this Agreement. City shall be entitled to recover its
reasonable costs incurred in providing the notification required by section.
Section 34. 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.
Section 35. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 36. Headings. Headings used in this Agreement are for convenience and
ease of reference only and shall not affect the interpretation of the Agreement.
Section 37. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 38. Severability. Whenever possible, each provision of this Agreement shall
be interpreted In such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 39. Authority to Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
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
and California municipal corporation
r
1 t
By: -
Q]CiMayor Pro-Tem
William Davis
fa
G.
GC:
MM
Chief Deputy City
N Evd yoR-K
MTM Technologies, Inc., a Ve
corporation
By:
Name:f�l�16�1� (3�11A
Title:
By:
Name: -V)er)o 0
Title: fP
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Cisco Systems Equipment to be Purchased:
Item
Description
Qty
1
ASA 5540
2
2
Cisco 3925
2
AfM
TECHNOLOGIES
400 Continental Blvd
6th Floor
El Segundo, CA 90245
Ali Nourmohamadian
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Phone: + (310) 356-8918
Fax: +1 (201) 558-7448
Email: goarperaer@mtm.com
Phone: +1 (323) 583-8811
Email: ANour@ci.vernon.ca.us
Item
Part Number
Description
Qty
Unit
Extended
1
ASA5540-BUN-K9
ASA 5540 Appliance with SW, HA,
4GE+1 FE, 3DES/AES
2
$9,039.89
$18,079.78
2
CAB -AC
AC Power Cord (North America), Cl 3,
NEMA 5-15P, 2.1m
2
$.00
$.00
3
SF-ASA-8.2-K8
ASA 5500 Series Software v8.2
2
$.00
$.00
4
ASA-AC-E-5540
AnyConnect Essentials VPN License -
ASA 5540 (2500 Users)
2
$186.17
$372.34
5
ASA-VPN-CLNT-K9
Cisco VPN Client Software (Windows,
Solaris, Unux, Mac)
2
$.00
$.00
6
ASA5540-VPN-PR
ASA 5540 VPN Premium 5000 IPsec
User License (7.0 Only)
2
$.00
$.00
7
ASA5500-ENCR-K9
ASA 5500 Strong Encryption License
(3DES/AES)
2
$.00
$.00
8
SSM-BLANK
ASA/IPS SSM Slot Cover
2
$.00
$.00
9
ASA-180W-PWR-
AC
ASA 18OW AC Power Supply
2
$.00
$.00
10
ASA-ANYCONN-
CSD-K9
ASA 5500 AnyConnect Client+ Cisco
Security Desktop Software
2
$.00
$.00
11
C3925E-VSEC/K9
Cisco 3925E UC Sec. Bundle,
PVDM3-64, UC and SEC License
2
$9,305.85
$18,611.70
12
S39EUK9-15101T
Cisco 3925-3945 SPE IOS
UNIVERSAL
2
$.00
$.00
13
PVDM3-64
64-channel high -density voice and
2
$1,702.13
$3,404.26
Terms of Sale:
The terms o1 this Quote are valid for 30 calendar days from the
above -referenced Quote Date.
This Quote is subject to and governed by the MTM Technologies
Agreement between the customer referenced herein ('you') and the
MTM Technologies amity referenced herein ("MTM'). If you and MTM
have not executed an MTM Technologies Agreement, this Quote is
subject to and governed by the terms of the Agreement, posted at
htloJlwww.mlm.comflerms and a copy of which is available upon your
request, and you accept the terms of this Quote and the standard MTM
Technologies Agreement by (1) signing this Quote, (2) using the relevant
Product or Service (or allowing others to do so) or (3) making any
payment for the relevant Product or Service, and if you do not agree to
the foregoing, you must notify MTM immediately to return the Product
and obtain a full refund.
Ship To If Different From Above:
• Payment Terms: 30 days after the date of invoice.
• Freight Terms: F.O.B. MTM's or MTM's supplier's shipping
dock, shipped ground unless otherwise requested in writing by you.
You will reimburse MTM for transportation charges as specified
herein or on MTM's invoice.
All orders are subject to approval by MTM at its corporate
headquarters in Stamford, Connecticut.
Accepted By:
M Date:
SIGNATURE
NAMEMTLE
M73F
TECHNOLOGIES
400 Continental Blvd
61h Floor
El Segundo, CA 90245
PreparedFor:
Ali Nourmohamadian Phone: +1 (323) 583-8811
City of Vernon Email: ANour@ci.vernon.ca.us
4305 Santa Fe Avenue
Vernon, CA 90058
video DSP module
14
PWR-3900-AC/2
Cisco 3925/3945 AC Power Supply
(Secondary PS)
2
$265.96
$531.92
15
CAB -AC
AC Power Cord (North America), C13,
NEMA 5-15P, 2.1m
2
$.00
$.00
16
PWR-3900-AC
Cisco 3925/3945 AC Power Supply
2
$.00
$.00
17
3900-FANASSY
Cisco 3925/3945 Fan Assembly (Bezel
included)
2
$.00
$.00
18
C3900-SPE200/K9
Cisco Services Performance Engine
200 for Cisco 3925E
2
$.00
$.00
19
ISR-CCP-EXP
Cisco Config Pro Express on Router
Flash
2
$.00
$.00
20
MEM-3900-1 GB-
DEF
1 GB DRAM (512MB+512MB) for
Cisco 3925/3945 ISR (Default)
2
$.00
$.00
21
MEM-CF-256MB
256MB Compact Flash for Cisco 1900,
2900, 3900 ISR
2
$.00
$.00
22
PVDM3-64
64-channel high -density voice and
video DSP module
2
$.00
$.00
23
SL-39-IPB-K9
IP BaseLicensefor Cisco 3925/3945
2
$.00
$.00
24
SL-39-SEC-K9
Security License for Cisco 3900 Series
2
$.00
$.00
25
SL39-UC-K9
Unified Communication License for
Cisco 3900 Series
2
$.00
$.00
26
SM-NM-ADPTR=
NETWORK MODULE ADAPTER FOR
SM - SLOT ON CISCO 2900 3900 ISR
2
$157.50
$315.00
Terms Of Sale:
The terms of this Quote are valid for 30 calendar days from the
above -referenced Quote Date.
This Quote is subject to and governed by the MTM Technologies
Agreement between the customer referenced herein (-you'd and the
MTM Technologies entity referenced herein ("MTM"). If you and MTM
have not executed an MTM Technologies Agreement, this Qume Is
subject to and governed by the terms of the Agreement, posted at
Mint/www.mtm.com/mmus and a copy of which is available upon your
request, and you accept the terms of this Quote and the standard MTM
Technologies Agreement by (1) signing this Quote, (2) using the relevant
Product or Service (or allowing others to do so) or (3) making any
payment for the relevant Product or Service, and if you do not agree to
the foregoing, you must notify MTM immediately to return the Product
and obtain a full refund.
Ship To If Different From Above:
• Payment Terms: 30 days after the date of invoice.
• Freight Terms: F.O.B. MTM's or MTM's supplier's shipping
dock, shipped ground unless otherwise requested in writing by you.
You will reimburse MTM for transportation charges as specified
herein or on MTM's involve.
All orders are subject to approval by MTM at Its corporate
headquarters in Stamford, Connecticut
Accepted By:
P.O. III Date:
2
SIGNATURE
NAMEMTLE
Af7W
TECHNOLOGIES
400 Continental Blvd
6th Floor
El Segundo, CA 90245
aPhone: + (310) 356-8918-
Fax: +1 (201) 558-7448
Email: gcarpenter@mtm.com
Prepared
Ali Nourmohamadian _ Phone: +1 (323) 583.8811
City of Vernon Email: ANour@ci.vernon.ca.us
4305 Santa Fe Avenue
Vernon, CA 90058
Terms of Sale:
The terms of this Quote are valid for 30 calendar days from the
above -referenced Quote Date.
This Quote is subject to and governed by the MTM Technologies
Agreement between the customer referenced herein ("youl and the
MTM Technologies entity referenced herein (•MTMy. If you and MTM
have not executed an MTM Technologies Agmement, this Quote is
subject to and gmemed by the terms of the Agreement, posted at
hltD>/www.mim.coMlerms and a copy of which is available upon your
request, and you accept the terms of this Quote and the standard MTM
Technologies Agreement by (1) signing this Quote, (2) using the relevant
Product or Service (or allowing others to do so) or (3) making any
payment for the relevant Product or Service, and if you do not agree to
the foregoing, you must nolily MTM immediately to return the Product
and obtain a full refund.
Ship To If Different From Above:
3
Total 1 $41,315.00
• Payment Terms: 30 days after the date of invoice.
• Freight Terms: F.O.B. MTM's or MTM's suppliers shipping
dock, shipped ground unless otherwise requested in writing by you.
You will reimburse MTM for transportation charges as specified
herein or on MTM's invoice.
• All orders are subject to approval by MTM at its corporate
headquarters in Stamford, Connecticut
Accepted By:
P.O.#: Date:
SIGNATURE
NAME/TITLE
EXHIBIT B
EXHIBIT B
FEES
MTM Technologies shall be paid $41,315.00 to perform all Services described in Exhibit A.
Contractor shall invoice City within thirty (30) days after performing the work for Services
provided under this Agreement.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written
notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in
dispute shall be withheld until resolution.
EXHIBIT C
EXHIBIT C
CHANGE ORDER
Exhibit C
CITY OF VERNON
DEPARTMENT OF LIGHT & POWER
CONTRACT CHANGE ORDER NO. _ SUPPLEMENT NO. _ SHEET _ OF _ SHEETS
PROJECT: P.O. NO.
TO:
REQUESTED BY:
of
VENDOR
You are hereby directed to make the herein described changes to the plans and specifications or do the following described work
not previously included in the plans and specifications of this contract. Except as specifically modified herein, all terms and
conditions of the original contract remain in full force and effect, and apply to the additional work as if said work was originally
included in the contract.
Contract Amount(Base Bid
...............................................
$
Amount of This Change Order
I .............................................
$
Amount of Previous Change Orders
I .........................................
$
Total Change Orders
I .....................................................
$
Modified Contract Amount7
.............................................
$
By reason of this change order the time of
completion will be adjusted as follows:
Approved:
Date:
Director of Light & Power
Attest:
Date:
Willard Yamaguchi, City Clerk
We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved, that we will provide all
labor, equipment and materials, including overhead, except as may otherwise be noted above, and perform all services necessary for the work above specified, and
will accept as full payment therefore the prices shown above.
Accepted Date: Contractor:
By: Title:
Cl C /-'� 2/7-Ii z
REcF-wED
JAN 3 ? ZT1
CITrCLLgSUFFICE STAFF REPORT
LIGHT & POWER
DATE: January 25, 2012
TO: Honorable Mayor and City Council
FROM: Carlos Fandino Jr., Director of Light & Power
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 $ 495,548.49
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
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
Juarez, Debbie
From: Barcia, Ana
Sent: Monday, February 13, 2012 2:16 PM
To: Juarez, Debbie
Subject: RE: Insurance Inquiry - MTM Technologies - Res. No. 2012-25 Approved 02/07/12
Hi Debbie,
Current insurance on file.
Ana Barcia
City of Vernon
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarcia@ci.vernon.ca.us
From: Juarez, Debbie
Sent: Tuesday, February 07, 2012 4:28 PM
To: Barcia, Ana
Subject: Insurance Inquiry - MTM Technologies - Res. No. 2012-25 Approved 02/07/12
Hi Ana. Please let me know if the above -referenced has valid insurance on file. Thanks.
(Deborah uarez
cords ManageinentAssistant
Oly of Vernon - City Clerk's Office
4305Santa FeAvenae
Vernon, Cs3 90058
(323) 58.3-8811