HomeMy WebLinkAbout1986-384
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RESOLUTION NO.
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RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND
DIRECTING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO AND GTEL FOR A NEW TELEPHONE SYSTEM.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
5 SECTION 1. The Mayor of the City of San Bernardino is
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hereby authorized and directed to execute for and on behalf of
said City an Agreement with GTEL for a new telephone system, a
copy of which is attached as Exhibit "A" and incorporated herein
by reference as though fully set forth at length.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a n adjourned regular
meeting thereof, held on
13 the
day of
September
, 1986, by the
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foJJowing vote, to wit:
i~ Y E [. z
C.ollnc;il Members Estrada, Reilly, Hernandez.
Qlliel Frazjer, Strickl'er
NAYS:
None
ABSENT:
C.ollnc;il Member Marks
)h~'71!;:?~I'-/
City Clerk
The foregoing resolution is hereby approved this c2.V2~A- day
, 1986.
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I"tdyor of tYle Ci ty of San Bernardino
Approved as to f(l~ If .
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City Attorney
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AGREEMENT
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THIS AGREEMENT is made and entered into this ?4~h day
of September , 1986, by and between the CITY OF SAN
BERNARDINO, a municipal corporation, hereinafter referred to as
"City", and GTEL, a corporation, hereinafter referred to as
"Vendor."
WITNESSETH:
WHEREAS, City has received bids from suppliers of telephone
and communication systems; and
WHEREAS, City has awarded a bid to Vendor for telephone
equipment and its installation and maintenance of a telephone
system identified in the bid documents, which will provide a
telephone system for City Hall Complex, Police Department and
certain other City facilities designated in Exhibit "A" attached
to the Notice Inviting Bids hereinafter referred to as the "city-
wide telephone system."
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein, the parties hereto agree as follows:
ARTICLE I
1. CONTRACT. The Contract consists of:
A. This agreement;
B. Exhibits 1, 2, 3, 4, and 5;
1. Bid forms submitted by Vendor dated May 5,
1986.
2. Letter amending contract price dated September
15, 1986.
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3. Notice Inviting Bids and technical
requirements of City's Request for Proposals, and Addendum No.1.
4. Maintenance Agreement.
5. Additional Warranty from NEC Telephones.
Said Exhibits are hereby incorporated herein by reference as
though fully set forth at length and a copy of such Exhibits are
on file in the Office of the City Administrator.
ARTICLE II
ORDER OF PRECEDENCE
In the event of conflict or contradiction between provisions
of the Agreement and the various attachments, the following order
of precedence shall determine the correct provision:
1. This Agreement.
2. Bid Specifications.
3. Bid form submitted by Vendor.
4. Notice to Bidders.
5. Instruction to Bidders.
6. General Terms and Conditions.
7. Equipment Maintenance and Guarantee Agreement.
ARTICLE III
VENDORS DUTIES AND RESPONSIBILITIES
1. Vendor agrees to provide, install, and maintain a
telephone communication system, hereinafter referred to as
"System," in accordance with the provisions of the Bid Form
submitted by Vendor, consisting of thirty-four (34) pages marked
as Exhibit 1; and in accordance with the provisions of the Notice
Inviting Bids, Specification No. F-85-35 consisting of a cover
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,
sheet and seventy-one (71) pages and Addendum No. 1 consisting of
nine (9) pages, marked as Exhibit 2.
2. The system design specifically requires installation of
two (2) PBX systems. One (1) at the City Hall Complex and one
(1) for the Police Department will require senderized tie line
service to interconnect the two (2) systems.
The System is
generally referred to and is identified as a GTE 2400 IMS
telephone switching system, manufactured by NEC Telephones, Inc.
A new GTE OMNI-Sl located at the library is to remain operational
with the line service required for interconnection.
In addition,
there are two (2) CPE EKTS located at the main Fire Station and
Redevelopment Agency; these will remain in place and will be
interconnected via station lines from the City Hall system.
ARTICLE IV
PAYMENT TO VENDOR
1. In consideration of supplying the System, City shall pay
the Vendor $491,227.65, including tax, United States Dollars, in
accordance with the schedule set forth below.
This aggregate
consideration is inclusive of all present and future state sales
The City is exempt from paying federal excise tax.
tax.
Vendor
shall submit invoices to City in accordance with the below
schedule.
EVENT
PAYMENT AS PERCENT
OF THE TOTAL PURCHASE
Upon ordering of the telephone
equipment.
20%
Upon the delivery of the equipment 30%
to the installation address, and
after verification of its completeness
according to the bid specifications.
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Upon the completion of cutover.
(The cutover date shall be
established at the first coordination
meeting.)
30%
Upon acceptance of the entire system.
10%
After thirty-five (35) days
from acceptance of entire system.
10%
100%
2. Vendor shall be paid for system maintenance as provided
in Exhibit 3.
3. In the event City should require changes to the System,
either before or after acceptance, Vendor shall be paid those
prices for the equipment indicated in Exhibit 2.
The "pre-
acceptance" add-on costs shall be used to calculate adjustments
and deletions of items of equipment prior to Systems' acceptance.
The "post acceptance" schedule will be used for calculating
equipment changes after acceptance and these costs must be
guaranteed for one (1) year after acceptancQ~
Said changes,
referred to as "add-ons" or deletions, shall be initiated only by
written request from City to Vendor and authorized by the City
Administrator or his designee.
ARTICLE V
INSTALLATION AND PERFORMANCE SCHEDULE
1. The parties agree that time is of the essence in the
performance of the terms of this Agreement and to the proper
functioning of the City.
The telephone system must be installed
and ready for use in all required locations specified in the bid
documents within one hundred twenty (120) calendar days.
The
Vendor will receive a written "Notice to Proceed" establishing
the starting date for the project.
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2. Immediately after the signing of the Agreement, a
coordination meeting will be set between the Vendor,
Communication Resources Company (City's Consultant), and the City
to establish major milestones for the installation in order to
ensure timely completion.
3. It would be difficult or impractical to determine actual
damages if the Vendor fails to have the specified new telephone
system in all respects installed and ready for use on said date
or any extension thereof duly authorized by the City in writing.
Therefore, if such failure occurs, the Vendor shall pay to the
City the sum of two hundred dollars ($200) for each and every day
after said date the telephone system is not in all respects ready
for use as liquidated damages and not as a penalty; which shall
be the damage sustained by the City, and the amount of liquidated
damages may be deducted by the City from monies due Vendor.
Vendor and City agree that damages cannot be practically
determined and have agreed that this amount of liquidated damages
is reasonable under the circumstances.
ARTICLE VI
PERFORMANCE STANDARDS
1. WORKMANSHIP. The Vendor shall be responsible for
furnishing competent workers skilled in telephone communication
system installations. All materials and equipment shall be
installed according to manufacturer's specifications and shall
conform to the bid documents.
2. TRADES COORDINATION. The Vendor shall be responsible
for proper coordination of its work with that of other trades
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that may be in or on the site.
The Vendor shall be responsible
2 for resolving any union jurisdictional disputes which may result
3 due to the union status of its work force. The Vendor shall
4 coordinate its work with any other of the City's contractors to
5 avoid interference, duplication of work or unfinished gaps
6 between operations.
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3. STANDARD PRODUCTS. All subsystems, components, wire,
8 cable and accessory hardware shall be essentially standard
9 products of a recognized manufacturer regularly engaged in the
10 production of such equipment and materials. Only new equipment
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and materials shall be supplied bv the Vendor.
4. CABLE, WIRE AND ASSOCIATED HARDWARE. All cables and
13 wires shall be clearly marked and tagged at both ends. All new
14 building cabling supplied shall be totally installed without
15 splices. All new cable must be installed in existing conduits
16 that are available. All station wiring must be of sufficient
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size to accommodate Vendor's largest electronic set and include
18 two (2) space (vacant) pairs. Open wire (no conduit) placed in
19 air plenum return ceiling space must be "plenum approved" wiring.
20 Any work installed in plenum areas shall be done in conformance
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with International Conference of Building Officials (ICBO)
22 approved standards. The City's Fire Marshal shall conduct
23 progress inspections to ensure compliance.
24 5. TECHNICAL SUPPORT. Vendor shall provide fully qualified
25 engineering support personnel to coordinate overall circuit
26 designing, installation, cabling, etc., activities with all firms
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involved in the installation of the overall telecommunication
services to the City.
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6. CLEAN-UP. Vendor, at all times, shall keep premises
free from debris from such things as wire scraps, rubbish, and
excess materials and equipment caused by this work. Vendor shall
not leave debris under, in or about the premises, but shall
promptly remove same from the premises. Upon completion of work,
it shall clean any areas where debris has collected so surfaces
are free from foreign material or discoloration. If Vendor fails
to clean up, the City may do so and the cost thereof shall be
charged to the Vendor.
ARTICLE VII
CABLE INVENTORY REFUND
The Vendor shall refund to the City seven hundred dollars
($700~OO) for the utility cable inventory which the City shall
provide. The monies will be deducted from monies due the Vendor.
If the acquisition of any existing "in place" telephone company
cable is required, the Vendor shall assume full responsibility
for the acquisition of such cable and shall have included this
cost in the price quoted. All necessary cable and wire shall be
included. Additionally, any existing cable and wiring used must
be brought up to standard and approved by the City. It is the
Vendor's responsibility to remove any unused in-house cable, if
deemed necessary by the City. No cable should be removed without
prior approval by the City. Unused cable shall be properly tied
back, identified and grounded.
ARTICLE VIII
ONE POINT-OF-CONTACT
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Vendor shall provide for, at its expense, communication
consulting service (one point-of-contact) to the City commencing
with the execution of this agreement and shall continue through
a period of one hundred twenty (120) calendar days after project
completion and acceptance. The purpose of these services will be
to relieve the City of all consultation, equipment ordering, line
ordering and overall coordination, planning and staff training of
the entire project. The Vendor further agrees to represent the
City in any disputes between the City and any third party
involved in the provision of telephonic communication services at
its own cost for the term of the Maintenance Agreement.
ARTICLE IX
DOCUMENTATION
1. EQUIPMENT SPECIFICATIONS. Two (2) bound copies of the
circuit description and schematic diagrams shall be supplied by
Vendor to the City.
2. WRITTEN LOG. An up-to-date written log containing the
complete record of all repair reports and disposition shall be
maintained by the Vendor at the site in the computer room area,
following cutover, on a continuing basis.
3. CABLE MAPS. Vendor shall supply two (2) copies of
prints, indicating the location of all main cable runs,
distribution terminals, and KSU equipment, to the City on
drawings supplied by the City for each system in an as-built
condition.
4. INSTRUMENT WORKSHEETS. Telephone worksheets shall be
provided by the Vendor to the City for all telephones. These
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sheets shall be maintained to reflect the up-to-date
configuration as changes are made within the system.
5. BID SPECIFICATIONS. A completed copy of these
specifications shall remain on the job site with the installation
supervisor during installation.
6. The number of executed copies of the agreement, the
Performance Bond and the Labor and Material Bond required is two
(2) .
ARTICLE X
TESTS
1. Prior to the final acceptance by the City, Vendor shall
perform complete system tests as described below. Vendor shall
furnish all necessary test equipment and perform work to assure
the system is fully operational and meets the requirements of all
specifications.
2. Tests and checks shall include, but not be limited to,
the following:
A. Complete testing of station functions at each
location.
B. Complete testing of all functions.
C. Vendor shall, where required, and in conjunction
with supplying utility, complete test and verify off-premise
circuits.
D. Follow-up adjustment of all bells and audible
25 signals to the satisfaction of the users.
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E. Complete testing of trunk and OPS functions.
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F. Complete all wiring, grounding and equipment
installation in permanent locations and in accordance with
industry standards and local codes.
3. The City reserves the right to require additional tests,
if appropriate.
ARTICLE XI
WARRANTY AND MAINTENANCE SERVICES
1. The labor and materials of the System are warranted for
one full year for all systems, subsystems, component parts and
labor from the date of acceptance.
The equipment and
installation work of Vendor sold hereunder shall be free from
defects in materials and workmanship; that such equipment shall
be fit for the ordinary purposes for which such equipment is used
and that good title thereto will be conveyed to City upon full
payment.
2. SOFTWARE. Vendor shall guarantee that the software
initially installed is the latest generation and clearly state
the version and/or revision number which shall be used in this
installation.
Software upgrades which are developed to correct
problems or malfunctions must be provided at no additional
charge, regardless of feature enhancement inclusion for the
duration of maintenance contract agreement and renewals.
3. SYSTEM UPDATES. Vendor guarantees that software and
programming updates shall be available, in a timely manner, to
the City as they are released by the manufacturer for a period of
ten (10) years.
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4. Subsequent to the warranty period, maintenance shall be
provided through a maintenance contract as set forth marked as
Exhibit 3, and on a time and materials basis on those activities
not covered by the contract as specified under Page 52 of the Bid
Forms submitted by Vendor.
A. SERVICE PERSONNEL. Vendor agrees that the
installation and subsequent maintenance of the systems shall be
performed by competent, trained personnel skilled in the work to
service the proposed telephone system and that such maintenance
work shall meet telephone industry standards. Maintenance
personnel shall have a proven work record on installing and
maintaining the communication system.
B. MAINTENANCE SERVICE AGREEMENTS. Vendor shall
provide for a guaranteed maximum on-premise response time of two
(2) hours for major system failures or any emergency service
which shall be specified by the City and twenty-four (24) hours
for minor repairs (routine service). These services must be
provided twenty four (24) hours a day, seven (7) days a week.
Failure to respond within the above-stated times shall result in
a charge deducted from amounts due as liquidated damages of fifty
($50) dollars per hour or portion thereof or, five percent (5%)
in the monthly maintenance charge per occurrence, whichever is
more. Major system failure shall be defined as twenty-five
percent (25%) or more of any of the trunking, stations or system
features which are not functioning properly. Maintenance shall
include all parts and labor. Vendor shall provide written
certification that all service and support personnel are fully
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qualified and formally trained to perform those functions
inherent to their jobs. In addition, switching system installers
and maintainers must be factory trained and certified.
ARTICLE XII
ADDITIONAL WARRANTY
Vendor has obtained additional warranty on behalf of the
City from NEC Telephones, Inc., as shown in Exhibit 4, to
indicate the manufacturer's guarantee to provide full maintenance
service of the system including parts availability and qualified
maintenance support for a minimum period of ten (10) years after
acceptance of the system by the City.
ARTICLE XIII
TRAINING
1. All required operator and station user training in the
proper and efficient use of the system including station user
materials shall be supplied by the Vendor prior to and
approximately thirty (30) days after System cutovers. There
shall be no additional charge for this training.
A. Training shall be of a "hands-on" nature using live
equipment in addition to either film or slide presentation.
B. Training shall commence at least one (1) week prior
to the Systems cutovers and shall continue until all City
personnel are trained.
C. The first training prior to cutovers shall be basic
information covering the proper handling of the telephone to
conduct the day-to-day business. The second training after the
cutovers shall be more in depth covering the use of special
features that will facilitate communication efficiency.
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2. Adequate documentation and training material is to be
made available for City's review two (2) weeks prior to actual
training. Training personnel must be qualified instructors.
Their qualifications must be reviewed and approved by the City
prior to the time training begins.
ARTICLE XIV
LICENSES
Vendor shall obtain all related City licenses prior to
performing the installation of the system. This will also apply
to all subcontractors.
ARTICLE XV
DISCOUNTS
Vendor agrees to extend to the City a discount of ten
thousand dollars ($10,000) for City's consultant (CRC) to provide
data base input development normally performed by the Vendor.
City consultant (CRC) provided implementation work shall consist
of coordination activities and the development of design
information for Vendor programming in accordance with the Bid
Specifications. The following shall be considered appropriate:
A. Activities Schedule
B. User Application Information
C. One Point-of-Contact
D. System Data Base Profile
E. Approved Key Sheets (standard instrumentation)
F. Individual Instrument Parameters (instrumentation)
G. Marked Floor Plans (if available)
H. Telco Orders
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I. Training Schedule
J. Customer Approvals
K. Change Order Limitations and Approvals
L. Balance Sheet
ARTICLE XVI
CUTOVER
The actual cutover of the telephone system is to be an "in
service" cutover. Any out-of-service times must be after hours
or on weekends and holidays with prior agreement from the City.
The City shall not allow any out-of-service time for the Police
Department or Fire Department. During cutover and for two (2)
days thereafter, Vendor shall maintain a central "Trouble
Reporting Desk" and a single station number of users to report
telephone problems. This location shall be manned between 7:30
a.m. and 4:30 p.m. each business day.
ARTICLE XVII
ACCEPTANCE OF SYSTEM
Upon notification from the Vendor that the system is ready
for final system acceptance review, an acceptance walk-thru shall
be scheduled with representatives of Vendor, Communication
Resources Company and the City.
A. City shall provide Vendor with a complete written
list and explanation of all system deficiencies observed by City
in the installation, supply, or operation of the system. Vendor
shall correct each such deficiency or shall obtain a waiver of
such listed deficiency from City within thirty-five (35) days.
Vendor and any communications subcontractor Vendor
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may have hired, shall verify each correction of a deficiency or
shall provide a full explanation of the reason such deficiency
has not been corrected in the event it is impossible for Vendor
to correct such deficiency.
B. Upon completion of the deficiency correction
process outlined in Paragraph A above, the City Administrator
shall recommend to City Council that the System be accepted.
Acceptance shall be by the formal action of the City Council
evidenced by a minute motion of said Council.
The equipment
warranty, provided for in Article XI shall commence upon
submission by Vendor of the verification of the deficiency
correction as provided in Paragraph A above.
C. If the Vendor fails to correct all such items prior
to the expiration of the thirty-five (35) day period immediately
following Acceptance of Completion, the City shall withhold from
the final payment an amount equal to twice the estimated cost of
the correction of all such items until the last of the items has
been corrected.
At the end of the thirty-five (35) day period,
if there are items remaining to be corrected, the City shall
request the Vendor in writing to make immediate correction of
said items; and if the Vendor fails to make such correction
within ten (10) days of the date of the written notice, the City
may make the correction and deduct the costs from the amount
withheld therefor.
ARTICLE XVIII
ADDITIONAL SERVICES
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Vendor agrees that in addition to all other services
required pursuant to this Agreement, it shall provide the
following:
A. Vendor shall provide or make the proper
arrangements for two City personnel to attend a course of
instruction to be conducted by trained personnel in the care,
maintenance, and repair of the NEC telephone switching equipment.
City agrees to bear the entire cost of such course of instruction
for each City person enrolled.
B. Vendor agrees that in the installation of the
telephone equipment in City Hall, Police Department and the
remainder of the City facilities, it shall fully mark and label
each telephone instrument, securely fasten all amphenol covers to
the wall, and conceal all telephone cables insofar as is
possible.
C. Vendor shall provide City with a complete spare
parts list of all telephone equipment installed pursuant to this
Agreement within City facilities.
D. During the period of time Vendor is responsible for
maintenance and upkeep of the telephone equipment, pursuant to
guarantees or additional warranties, Vendor shall maintain
sufficient spare parts to ensure operation of the telephone
system.
ARTICLE XIX
HOLD HARMLESS CLAUSE
Vendor hereby agrees to indemnify and save harmless City,
its elective and appointive boards and commissions, officers
agents and employees of and from:
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A. Any and all claims and demand which may be made
against City, its elective and appointive boards and commissions,
officers, agents and employees by reason of any injury to or
death of any person or damage suffered or sustained by any person
or corporation caused by, any negligent act or omission, of
Vendor under this agreement or of Vendor's employees, servants or
agents;
B. Any and all damage to or destruction of the
property of City, its elective and appointive boards and
commissions, officers, agents and employees occupied or used by
or in the care, custody, or control of Vendor, caused by any
negligent act or omission, of Vendor under this agreement or of
Vendor's employees or agents;
C. Any and all claims and demands which may be made
against City, its elective and appointive boards and commissions,
officers, agents and employees by reason of any injury to, or
death of, or damage suffered or sustained by any employee,
servant or agent of Vendor under this agreement; excepting,
however, any such claims and demand which are the result of the
negligence or willful misconduct of the City, its officers,
agents or employees;
D. Any and all claims and demands which may be made
against City, its elective and appointive boards and commissions,
officers, agents and employees by reason of infringement or
alleged infringement or any patent rights or apparatus,
appliance, or materials furnished by Vendor under this agreement;
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E. Any and all penalties imposed or damages sought on
account of the violation of any law or regulation or of any term
or condition of any permit required by Vendor; and
F. Vendor agrees to and shall defend City, its
elective and appointive boards and commissions, officers, agents
and employees from any claims, suits or actions of law or in
equity for damages caused or alleged to have been caused by the
operations of the Vendor under this agreement.
ARTICLE XX
INSURANCE
1. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE. Vendor
shall obtain and maintain during the term of this agreement such
public liability and property damage insurance as shall protect
it and the City from all claims for property damage arising from
operations under this agreement, in amounts as set forth below.
Vendor shall require its subcontractors, if any, to obtain and
maintain similar public liability and property damage insurance
in amounts as hereinafter set forth.
2. FIRE INSURANCE. Vendor shall obtain and maintain fire
insurance on all work subject to loss or damage by fire. The
amount of fire insurance shall be sufficient to protect against
loss or damage in full until work is accepted by the City.
3. PROOF OF INSURANCE. Vendor shall not commence work nor
shall it allow any subcontractor to commence work under this
agreement until it has obtained all required insurance and
certificates, which have been delivered in duplicate to and
approved by the City's Risk Management Director.
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A. Certificates and insurance policies shall include
the following clause:
"This policy shall not be cancelled or
reduced in required limits of liability or
amounts of insurance until notice has been
mailed to the City. Date of cancellation or
reduction may not be less than thirty (30)
days after date of mailing notice."
B. Certificates of insurance shall state in particular
those insured, extent of insurance, location and operation to
which insurance applies, expiration date, and cancellation and
reduction notice.
C. Certificates of insurance shall clearly state that
the City is named as an additional insured under the policy
described and that such insurance policy shall be primary to any
insurance or self-insurance maintained by the City.
4. INSURANCE. As provided above, Vendor shall obtain,
maintain and shall require all subcontractors, if any, whether
primary or secondary, to procure and maintain:
Public liability insurance for injuries, including
accidental death, in the amount of $1,000,000
combined single limit per claim with an aggregate
total limit of $5,000,000. Property damage
insurance in an amount not less than $1,000,000.
5. INSURANCE COVERING SPECIAL HAZARDS. The following
special hazards shall be covered by rider or riders to above
mentioned public liability insurance or property damage insurance
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policy or policies of insurance, or by special policies or
insurance, in amounts as follows:
A. Automotive and truck where operated in amounts as
above.
B. Material hoist where used in amounts as above.
6. Vendor certifies that it is aware of the provisions of
the Labor Code of the state of California 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.
Vendor shall sign and file with the
City the certificate regarding workers' compensation prior to
performing the work under this agreement.
ARTICLE XXI
ANTI-DISCRIMINATION
It is the policy of the City that in connection with all
work performed under contracts, there will be no discrimination
against any prospective or active employee engaged in work
because of race, color, ancestry, national origin, religious
creed, sex, age or marital status.
The Vendor agrees to comply
with applicable federal and California laws including, but not
limited to, the California Fair Employment Practice Act,
beginning with Labor Code Section 1410, and Labor Code Section
1735.
In addition, the Vendor agrees to require like compliance
by any subcontractors employed on the work by him.
ARTICLE XXII
ASSURANCE OF COMPLIANCE WITH CIVIL RIGHTS LAW
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Vendor shall comply with Title VI of the Civil Rights Act of
1964, as amended, to the end that no person shall, on the grounds
of race, creed, color, sex, or national origin be excluded from
participation in, be denied the benefits of, or be otherwise
subjected to discrimination under this agreement or under any
project, program or activity supported by this agreement.
7
ARTICLE XXIII
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DESIGNATION OF SUBCONTRACTORS
1. In compliance with the subletting and subcontracting
Fair Practices Act (Chapter 2, commencing at Section 4100,
Division 5, Title 1, of the Government Code of the State of
California) any amendments thereof, Vendor shall set forth below:
A. the name and the location of the place of business
of each subcontractor who will perform work or labor or render
services to the prime Contractor in or about the construction of
the work or improvement to be performed under this agreement in
.y
an amount in excess of one-half of one percent (.5%) of the prime
contractor's total bid.
B. the portion of the work which will be done by each
subcontractor under this act. Vendor shall list only one
subcontractor for each portion as is defined by the prime
contractor in this agreement.
23 2. If Vendor has failed to specify a subcontractor, or if
24 Vendor specified more than one subcontractor for the same portion
25 of work to be performed under the agreement in excess of one-half
26 of one-percent (.5%) of the prime Vendor's total bid, it shall be
27 deemed to have agreed that it is fully qualified to perform that
28 portion itself, and that it shall perform that portion itself.
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3. The Vendor shall not:
A. substitute any subcontractor.
B. permit any subcontractor to be voluntarily assigned
or transferred or allow it to be performed by anyone other than
the original subcontractor listed in the original bid price.
C. Sublet or subcontract any portion of the work in
excess of one-half of one percent (.5%) of the Vendor's total bid
as to which its original bid did not designate a subcontractor
except as authorized in the Subletting and Subcontracting Fair
Practices Act.
Subletting or subcontracting of any portion of
the work in excess of one-half of one percent (.5%) of the
Vendor's total bid as to which subcontractor was designated in
the original bid shall only be permitted in cases of public
emergency or necessity, and then only after a finding reduced to
writing as a public record of the City awarding this agreement,
setting forth the facts constituting the emergency or necessity.
ARTICLE XXIV
DEFAULT
In case of default by the Vendor of any of the conditions of
this agreement, the Vendor agrees that the City may procure the
articles or services from other sources and may deduct from the
unpaid balance due the Vendor, or collect against the Performance
22
Bond or other surety, or may invoice the Vendor for excess costs
23
so paid, and prices paid by the City shall be considered the
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prevailing market price at the time such purchase is made.
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ARTICLE XXV
FAITHFUL PERFORMANCE BOND
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Vendor shall provide to City, prior to undertaking any
activities whatsoever pursuant to the terms of this agreement, a
Performance Bond issued by an insurance or surety company
licensed to do business in California made payable to the City of
San Bernardino in the amount of one hundred percent (100%) of the
total bid price to guarantee the faithful performance of this
7
agreement. Said surety shall be subject to approval of the City,
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bonds shall be in accordance with San Bernardino Municipal Code
Section 18.44.020, and the company issuing said bond shall have a
rating in Best's most recent insurance guide of "An or better.
ARTICLE XXVI
LEGALITY
If any provisions of this agreement shall be held invalid,
illegal, or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
ARTICLE XXVII
CALIFORNIA LAW
This agreement shall be governed according to the laws of
the State of California, and the forum for resolution of any
dispute not informally disposed of between the parties shall be
the Superior Court of the State of California for the County of
San Bernardino, Central Division, located at 351 North Arrowhead,
San Bernardino, California.
ARTICLE XXVIII
NON-ASSIGNABILITY
23
"'-';",~",>~,:,",".,'''--","_._~'''.=~~~ ~>.",-,
- - ---~-
''-':'-:'':~'-'-'_',k", '.__.~_""_
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Vendor may not assign any rights or obligations hereunder
without the prior written consent of the City.
ARTICLE XXIX
GENERAL
1. This agreement, its Exhibits 1 through 4, incorporated
herein by this reference as though fully set forth at length,
7
constitute the entire agreement, understanding and
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representations between Vendor and City.
No modifications or
amendments to the agreement shall be valid unless in writing and
signed by duly authorized representatives of the parties.
2. A waiver of breach or default under this agreement shall
not be a waiver of any other or subsequent default.
ARTICLE XXX
NOTICES
Any notice required to be given by the terms of this
agreement shall be deemed to have been given when the same is
sent by certified may, postage prepaid, addressed to the
respective parties as follows:
GTEL
150 West First Street
Suite 180
Claremont, CA 91711
Attn: Ernest R. Lake
Regional Sales Manager
RAYMOND D. SCHWEITZER
Acting City Administrator
City of San Bernardino
300 North "0" Street
San Bernardino, CA 92418
ARTICLE XXXI
ENTIRE AGREEMENT
This agreement, any documents or instruments attached hereto
or incorporated herein by reference integrate all of the terms
and conditions of the agreement between City and Vendor and
supersede all oral negotiations or prior writings in response to
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the subject matter hereof. In the event of conflict between this
agreement and any oral negotiations or prior writing, the terms,
conditions and provisions of this agreement shall prevail.
ARTICLE XXXII
COST AND ATTORNEYS FEES
In the event either party should bring an action to enforce
any of the terms or conditions of this agreement, it is agreed
that the prevailing party shall be entitled to its costs,
expenses, and reasonable attorneys fees.
ARTICLE XXXIII
RISK OF LOSS
Risk of loss or damage to the System or its components shall
not pass to the City until the installation of the System or its
components have been accepted by the City. It is understood that
Vendor will have the care, custody and control until acceptance.
The City will provide storage for the System and its components
until they are ready to be installed by the~Vendor.
ARTICLE XXXIV
COMMENCEMENT OF WORK
Vendor understands that the City is in the process of
arranging financing for this agreement and that performance of
this agreement shall not be initiated until such process is
completed.
Work under this agreement shall not be commenced until a
"Notice to Proceed" with the performance of this agreement is
issued to the Vendor by the City Administrator.
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IN WITNESS WHEREOF, City and Vendor have caused this
agreement to be executed by their duly authorized officers as of
the day and year first above written.
CITY OF SAN BERNARDINO
A municipal Corporation
ATTEST:
/'
(, J? /}/" /
r I, i:y!-
By )2/2 {Lf""'1.-L Iii .( /~
: Mayo:f "',
7
~ ~,r~'-'
-c"" ~#~' J')" /
City Clerk
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GTEL
Approved as to form:
J2.JZ' )J!t) ~~ /,) ~/;'
Byt/ J y~-='" ~ tr .~
Title ~{J U #.k~
.(~} ,'#) ,
/~;,~\> / l tKl,~,,{ 'J'1'~" ,/'
~ ,l' ,0-, .-.-! ~.:r'/-,. ,,-' ,.,' .
City Attorney
26
GTEL
am
Business Sales Order Number
Customer Identification Number
Distribution
White - BS
Yellow - Customer
Pink - Accounting
Goldenrod - Compensation
A Subsidiary of General Telephone Company of California
COMMUNICATION SYSTEM SALE AND INSTALLATION AGREEMENT FOR COMMERCIAL CUSTOMER
~) in Llel t]r rd. ,'0 (called <<Customer"). GTEL (called llSeller"), is pleased to offer the following proposal
for Customer's consideration. This proposal is in effect for forty-five days from the Quotation Date of ,
19_. Upon written acceptance by Customer and Seller, this proposal will become a binding sale and installation agreement
(called <<Agreement").
The Communication system offered is a (2) GTE NEA).. 2400 (called "System") and includes the equipment and features
described in the attached Equipment Summary which is a part of this Agreement.
The System ~4all be delivered to and installed at . _ 300 N. riD" Street _ _
.::>fln oern\lrdlno , County of ~an 13ernardlno , State of ~1111' UllilU
the price quoted includes delivery to such location (called "Installation Address").
INSTALLATION INTERVAL:
Seller will make its best efforts to complete delivery and, if this proposal includes installation of the System within
weeks from the date this Agreement is accepted by Seller (called "Installation Interval"),
PRICE:
, City of
, and
I : I~
(3) Total Purchase Price
$ 458,880. 19
$ 23,347.'16
$ 482,227.65
(See Paragraph 9 of Terms
and Conditions.)
(1) System Price
1- Check if installation included in price.
(2) Applicable Taxes (estimate)
PA YMENT OPTIONS DESCRIPTION: PURCHASE OPTION
Percent of Total Purchase Price due upon signing of this Agreement by Customer.
Percent of Total Purchase Price due when the System is delivered to the Installation Address or delivery is withheld
by Seller at Customer's request.
Remaining balance of Total Purchase Price (including all Additional Charges provided for in this Agreement)
due on the In-Service Certificate Date and before Customer use of System.
THIRD PARTY LEASE OPTION
In the event that Customer decides to finance this purchase through a Third-Party Lessor, Seller will refund
Yes to customer all deposit monies paid by Customer upon receipt by Seller of payment in full from the Third Party
Lessor and Customer's payment obligations under this Agreement will then become null and void. Customer
may assign its rights and payment obligations under this Agreement to a Thitd-Party Lessor acceptable to Seller
or may cause Third-Party Lessor to Issue to Seller a purchase order in a form acceptable to Seller.
Balance
No
(Initial one)
Notwithstanding such assignment or Third-Party purchase order, Customer shall, for so long as it remains lessee
of the Equipment, have the right to enforce Seller's obligations and will remain responsible for performance of
Customer's obligations other than payment.
WARRANTY MAINTENANCE SUPPORT:
First year Warranty Maintenance Support is included in the Total Purchase Price and commences on the date Seller issues its In-
Service Certificate indicating substantial completion of the System and readiness for Customer use.
/'
MAINTENANCE/SERVICE INFORMATION:
1. Communication of service requests. Customer shall request maintenance service through telephone or other communication to:
\... r J i Ijc:;;np,c:; C:;vc;tpm, _ Rpnn;r
_/.1,' T'()'JQ,:.?nto~Rd #1nn' l/l1~C"tla!-:e Village, CA 91361
Telephone 1-800/258-7861
2. Normal business hours. Normal business hours are defined to be 8 A.M. to 5 P.M., local time, Monday through Friday, excluding
holidays: New Year's Day, Washington's Birthday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day After
Thanksgiving Day, and Christmas Day.
SUPPLEMENTAL SHIFT COVERAGE FOR WARRANTY PERIOD INCLUDED?
Yes $ , payable
No
INCLUDED ATIACHMENTS:
Form
Equipment Summary
Date
Form
Date
f
- - \
OTHER CONDITIONS: h -. , .....~. ,31ft h(~t, lf~p,' ("; I Y (J r,,,, .. " I, ~ { - { .':1. d _
AGREEMENT: ....JCill 'er.t ;.,," ?' rc~' ~
By its signature hereon, Customer agrees, subject to Seller's acceptance, to buy and pay for the System outlined above in accordance
with the terms and conditions of this Agreement.
Agreed to this
'$-1 < / day of
, 19~
Accepted this
I
{ ;
day of
, 19_ at
CUSTOMER:
Cit~ of San Cernardino
/Firm Name} 1 /
SELLER: GTEL
SIGNATURE:
,.-/ (
A' ",." /;'(
(Signature/of Authorized Representative)
/
,
..-.;, -r-J-
I I
SIGNATURE: I
NAME:
'F'",... T\1;1....."v
(Name of Authorized Representative Printed or Typed)
NAME:
't
,
/..
TITLE:
~?- )::' ')f tl,o C i tv ..)f S~.n Bernarc i .....TITLE:
(Title of Authorized Representative)
it '" ~
4
.......
~ /
~
ADDRESS:
300 J Jorth "0 f1 Street
(Street Address)
Rec~ived from Customer this
~Z.e. ~ It> -'... ~ , 19 xl'.
day of
San bernardino, CA 92418
<City, State, Zip Code)
REPRESENTATIVE:
KiclJard SCr/nidt
NAME
THE TERMS AND CONDITIONS ON OTHER PAGES OF THIS FORM AND INCLUDED ATIACHMENTS ARE ALSO PART
OF THIS CONTRACT AND ARE BINDING UPON CUSTOMER AND SELLER.
FORM GT 0036
\
.c,
~ "
~ <Ii ~ .t)
...
.~
c:.'
~
11
TERMS AND CONDITIONS CONTINUED
GENERAL
1. PRICE. Unless otherwise stated, all prices quoted include delivery to the
Installation Address indicated on the face of this Agreement. If Customer and
Seller agree that any change is to be made to System before the Installation Com-
pletion date, the Seller will make adjustments to the Total Purchase Price to reflect
the change. Customer promises to pay the adjusted price and any charges to be
added under the terms of this Agreement ("Additional Charge") on the terms set
forth herein or in any other manner agreed upon by Customer and Seller. All
such changes must be made in writing and signed by both parties.
2. RISK OF LOSS. Risk of loss or damage to the System or its components,
which is not caused by Seller or Agent, passes to the Customer at the time of
delivery to the Installation Address. If the Total Purchase Price does not include
installation, then risk of loss shall pass to Customer at Seller's Loading dock.
3. PRECEDENCE. The terms and conditions contained in this Agreement take
precedence over the terms and conditions of any other document issued in con-
nection with this Agreement by Customer and Customer's signature hereon con-
stitutes an express acknowledgment of such precedence. IF CUSTOMER ISSUES
A PURCHASE ORDER OR OTHER DOCUMENTArtON FOR THE GOODS OR
SERVICES PROVIDED UNDER THIS AGREEMENT, SUCH DOCUMENT
SHALL BE CONSIDERED TO BE FOR CUSTOMER'S INTERNAL USE ONLY
AND ANY PROVISIONS CONTAINED THEREIN WHICH WOULD
MATERIALLY VARY SELLER'S OBLIGATIONS OR RIGHTS UNDER THIS
AGREEMENT SHALL BE INAPPLICABLE EXCEPT TO THE EXTENT SUCH
TERMS ARE SPECIFICALLY AGREED TO IN WRITING BY SELLER.
4. LIMITED SOFl'WARE LICENSE. Whenever applicable, the quoted price
includes a perpetual non-exclusive license to use software programs provided with
the System in conjunction with the System for the limited purpose of implement-
ing the System features set forth in the Equipment Summary. All other right,
title and interest in and to such software programs shall remain in Seller or its
supplier. Customer promises not to change or copy the software (except for
safeguard or archive copies marked to show Seller's ownership), not to make it
available to persons who do not need to use it to operate Customer's System and
to destroy it when no longer required for operation of the System sold hereunder
and provide to Seller a written certificate of such destruction.
5. PAYMENT TERMS. (a) The initial payment shall accompany the assign-
ed Agreement upon presentation to Seller. Subsequent payments under the Direct
Purchase Option shall be due upon receipt of invoice except that final payment
shall be due on the In-Service Certificate Date and prior to Customer's use of the
System.
(b) If Customer cancels this Agreement before completion of System in-
stallation, Customer shall pay (1) all Seller's materials and labor costs for installa-
tion preparation, and (2) any loss of value of the equipment or a fifteen percent
restocking charge, whichever is greater. Seller shall apply any payment received
from Customer to payment of these costs and charges and shall refund any unap-
plied balance to Customer. Where a deficiency results, Customer will pay such
deficiency within 30 days of receipt of Seller's billing therefor.
8. WARRANTIES. (a) Seller warrants for a period of one year from the date
of Seller's In-Service Certificate in the case of a System installed by Seller, or
one year from the date of shipment of Systems sold without installation, that the
equipment and installation work of Seller sold hereunder will be free from defects
in materials and workmanship; that such equipment will be fit for the ordinary
purposes for which such equipment is used; and that good title thereto will be
conveyed to Customer upon full payment.
(b) Seller warrants for a period of one year from the date of Seller's In-
Service Certificate in the case of a System installed by Seller, or one year from
the date of shipment of System sold without installation, that any software pro-
grams provided with the System are operable for performing the functions re-
quired to implement the System features set forth in the Equipment Summary.
If any software program is modified or changed other than by or at the discretion
of Seller, or used to implement features other than the System features set forth
in the Equipment Summary, all warranties under this Agreement shall be void.
(c) When the system is sold and installed and maintained by Seller, the
warranties of this Agreement are extended to products not manufactured by Seller
or its affiliates which are peripheral or nor integrated in Seller's Ilssemblies in-
cluding, power equipment, test equipment, traffic data collection equipment, pro-
tective equipment. The warranties of this Agreement do not extend to products
not part of the Seller's normal product line supplied at Customer's direction or
to equipment normally consumed in operations or which has a normal life shorter
than 12 months. As to such products, and products not sold and installed and main-
tained by Seller, Seller conveys to Customer the warranty, if any, of Seller's
supplier.
(d) The warranties of this Agreement do not extend to damage to the
System resulting from external causes when not attributable to Seller; including
without limitation, damage caused in whole or in part by improper storage, in-
stallation, operation, maintenance, misuse, neglect, or abuse or unauthorized
alteration or repair.
(e) Customer's exclusive remedies for~ breach of all warranties pertain-
ing to the System and any software programs shall be limited to the repair or
replacement, at Seller's option, of any defective part thereof; provided, however,
that Seller shall have received from Customer written notice of such defect, speci-
fying the nature thereof, within a period of one year after shipment or, if the
System is installed by Seller, after the In-Service Certificate date. In the case
of Systems not installed by Seller, Customer shall, if Seller so directs, return parts
claimed to be defective to Seller with transportation prepaid. If upon examina-
tion by Seller the goods are found to be defective under the terms of this Agree-
ment, Seller shall, in addition to repair or replacement, pay transportation charges
both ways.
<0 THE WARRANTIES STATED IN THIS PARAGRAPH 6 ARE IN LIEU
OF ALL OTHER WARRANTIES IN THIS AGREEMENT, EXPRESS OR IM-
PLIED, iNCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE AND EX-
r!' E ANY USE AS A COMPONENT IN LIFE SUPPORT DEVICES OR
S. . EMS.
.'< . DELAYED PERFORMANCE. (a) Seller will exercise its best efforts to fur-
nish the System and services described in this Agreement but in no event will
Seller be liable where its best efforts are impeded by Acts of God, by the Customer,
by the government or failures in the transmission networks to which the System
is interconnected or any equipment belonging thereto, by labor trouble, by im-
proper electrical power or failure thereof, or by other events or causes beyond
its control.
(b) Should Customer request delay of installation, Seller may store the
equipment at Customer's risks and Customer will pay Seller's storage, carrying
and other charges caused by such delay prior to installation.
8. LIMITATION OF LIABILITY. UNDER NO CmCUMSTANCES WILL
SELLER BE LIABLE FOR SPECIAL OR CONSEQUENTIAL OR INCIDENTAL
DAMAGES IN CONNECTION WITH PERFORMANCE, DELAYED PERFOR-
MANCE, OR NON-PERFORMANCE OF THIS AGREEMENT OR ANY ELE-
MENT HEREOF, NOWITHSTANDING THEIR FORESEEABILITY OR
DISCLOSURE BY CUSTOMER TO SELLER, NOR SHALL ANY RECOVERY
OF ANY KIND AGAINST SELLER FOR BREACH OF THIS AGREEMENT BE
GREATER IN AMOUNT THAN THE TOTAL PURCHASE PRICE. SELLER
SHALL NOT BE LIABLE FOR LOSS OF DATA OR OTHER LOSS OR UTILI-
TY CHARGES ARISING FROM DESIGN OR INSTALLATION DEFECT OR
FROM UNAUTHORIZED USE OF CUSTOMER'S SYSTEM BY PERSONS
OTHER THAN EMPLOYEES OF SELLER. NEITHER SHALL SELLER BEAR
ANY LIABILITY FOR USE OF THE EQUIPMENT OR SERVICES SOLD
HEREUNDER IN CONNECTION WITH LIFE SUPPORT DEVICES OR
SYSTEMS.
9. TAXES. Although an estimate of applicable taxes may appear on this Agree-
ment, the actual federal, state or local taxes which may be or become applicable
to the sale, license, purchase, delivery, installation, use, maintenance or process-
ing of the System will be recomputed and added at the time the order is invoiced.
Customer agrees to pay all such taxes upon receipt of Seller's invoice therefor.
10. ASSIGNMENT. Customer may assign this agreement upon Seller's writ-
ten consent which shall not be unreasonably withheld. Seller may assign this
Agreement or subcontract the performance hereof upon notice to Customer.
11. GOVERNING LAW. This Agreement is to be governed and construed ac-
cording to the substantive law-oj the state in which the System is installed or,
if not installed by Seller, the substantive law of the State of California. (For in-
stallation by Seller in Louisiana, the Uniform Commercial Code as now in force
in Texas shall apply.)
12. DEFAULT. If any of Customer's payments to Seller are not remitted
promptly when due or if Customer materially breaches any other provision of this
Agreement, Customer shall be in default. In the event any such default continues
after written notice from Seller, all sums unpaid by Customer shall, at Seller's
option, become immediately due and payable and Seller shall have the right to
withhold delivery of all further equipment and services. Upon default, Seller shall
have all the rights and remedies provided under the Uniform Commercial Code,
and any applicable state or federal law. No remedy of Seller shall be exclusive
of any other remedy provided herein or by law, but they shall be cumulative.
Customer shall reimburse Seller for all costs, including reasonable attorney's fees
to the extent permitted by law, incurred by Seller in enforcing this Agreement
or its rights hereunder.
13. PARAGRAPH HEADINGS. It is expressly agreed that the paragraph
headings in this Agreement are for convenience only and do not constitute any
part of this Agreement and shall not be considered in its interpretation.
14. SEVERABILITY. In the event anyone or more of the provisions of this
Agreement shall be held invalid, illegal or unenforceable the remainder shall be
unimpaired.
15. ENTIRE AGREEMENT. This Agreement, the Equipment Summary and
all attachments designated on the face of this Agreement as included, shall con-
stitute the entire Agreement of the parties and shall supersede aU prior negotia-
tions, proposals and representations whether written or oral. No representations,
understandings, agreements, warranties express or implied have been made or
relied upon in the making of this Agreement other than those specifically set forth
herein. Any alteration or modification of this Agreement must be in writing signed
by the parties. Seller's field sales personnel are not authorized to modify or alter
the terms of this Agreement whether by written or oral representation.
18. TITLE TO SYSTEM. Title to the System shall at all times remain with
Seller until such time as the Total Purchase Price, including any Additional
Charges, is paid to Seller as specified under the terms of this Agreement. Upon
such full payment, title to the System shall be transferred to Customer.
17. LATE PAYMENT CHARGES. In addition to any other remedies available
to Seller, should Customer fail to pay any part of the Total Purchase Price as
herein stated or any other sum required to be paid hereunder, Customer shall
in addition to such sums pay Seller interest at the lower of Seller's then general-
ly applicable rate for delinquent payment or the highest applicable legal rate,
if any, from the date such payment became due until actually paid.
18. INDEMNIFICATION. (a) Seller will indemnify and defend Customer from
and against claims arising out of alleged infringement by the System of any United
States patent or copyrigl\,t. Se.ller shall not be liable for Customer's special, con-
sequential or incidental damages arising from such claims, nor shall Seller's
liability hereunder exceed the Total Purchase Price of the System. Customer shall
be required to give timely notice of such claims and and control of the defense
and- firilure to do so shall terminate Seller's obligations hereunder. Seller's in-
demnity obligation shall not apply to infringement occasioned by modification
of the System or its components by persons other than Seller or any use of the
system with any device added by Customer whether or not installed by Seller.
(b) Seller will indemnify and hold Customer harmless from liabilities,
claims or demands from persons not party to this Agreement and all costs and
expenses in cQnnection ther:ewith, arising qut o(any personal injury or death or
any damage to such third party's property to the extent, but only to the extent,
that such injury, death or damage is caused by the negligence of Seller's officers
or employees i~ performing this agreement.
19. COMPLIANCE WITH LAW. It is understood that the specifications and
requirements of the System and its- installation' and price are based on compliance
with applicable laws, regulations and ordinances in effect on the Quotation Date
set forth above. Seller assumes no responsibility for any additional requirements
imposed by such laws, regulations and ordinances subsequent to such date other
than to make their best efforts, at Customer's request and expense, to maintain
necessary compliance.
INSTALLATION SERVICE
20. SCOPE. Unless excluded by the terms of this Agreement, Seller will use
its best efforts to complete the installation of the System during the Installation
Interval specified in this Agreement.
21. COMPLETION. InstaHation shall be deemed complete when the System
is in operating condition in accordance with generally accepted telephone industry
standards as signified by Seller's executing its In-Service Certificate, Minor omis
siems shall be noted on Seller's In-Servic~~ Certificate and shall be promptly
remedied by Seller.
22. TRAINING. Seller will train in the propflr and efficient use of the System
all of Customer's attendants, and a sufficient number of Customer designated
employees as trainers for all Customer's employees who will use the System. Seller
will thereafter provide additional training at Customer's request, at a charge based
on Seller's then prevailing rates for such services.
23. CHANGES. Changes in number, types, location or f(,atun~s of telephones
will be accept~~d up to a cutoff date established by Seller prior to the end of the
scheduled Installation Interval and Seller will exercise its best efforts to incor-
porate these changes prior to t.he completion. All chunges requested after the cutoff
date limitation will be scheduled after the completion date. Changes requested
by Customer after installation, manufacture or engineering design of an item has
begun will result in an Additional Charge for rework of that item and any af
fected item(s),
24. ADDITIONS Equipment additions and modifications made to the initiaJIy
installed System will be covered by this Sales Agreement only for the duration
of the period set forth within this Agreement.
25. SELL"~R'S INSTALLATION RESPONSIIJILITIES. Seller will receive
and place the System, components and materials in suitable space CEquipment
Room)" provided by Customer at the Installation Address, Seller will install and
test the Svstflm.
26. INSTALLATION TIMES. Seller will perform the installation during its
normal work hours and normal workdays. If Customer requests System installa-
tion work be conducted at other times, Seller will make its best efforts to do so
and Customer agrees to pay Seller at its then current applicable premium time
charges for such work.
27. CUSTOMER PRE.INSTALLATION RESPONSIBILITIES. Prior to
Seller commencing installation. Customer at its own expense:
(a) Agrees to obtain any required consent from lessors, mortgagees, or
other third parties for installation and subsequent maintenance of the System
by Seller, Customer agrees to hold Seller harmlflss from any claims Of liabilities
to such third parties arising from the installation or maintenance of the System,
(b) Will provide suitable building facilities for the System in accordancf~
with standard archit~~ctural telephone planning desib'11 and all such facilities rp-
quired under local codes; i.e" ducting, conduit, structural borings, etc., for cable
and conductors in floors, c~~i1ings and walls. When permissible and desired by
Customer, Seller will use special cabhl (e.g" teflon or aluminum wrapped) to
minimize the need for conduit or ducts and Customer ab'Tees to pay upon receipt
Seller's invoice for the Additional Charges for such special cable.
(c) Will provide a finished Equipment Room including all finish work,
painting and lighting.
(d) Will provide all necessary ventilating, heating, cooling, humidity and
dust control equipment m,cf~ssary to ensure that the Equipnumt Room will meet
all environm(mtal requirements set forth in this Agreement and its Attachments
and that such Equipment Hnom will be dry,fre\~ of dust and in such condition
as not to be injurious to the employees of Seller or to the system to be installed.
(e) Will provide electrical service as necessary with suitable terminals in
equipment and other rooms where required.
(f) Will provide insta1led metallic b'Tounds with sufficient slack as required
by the System, in the Equipment Room and installed in conformity with the Na-
tional Electrical Code and applicable local codes.
(g) Will remove an)' existing equipment or cable impediments to the in.
stallation of the System. '
(11) Will take proper steps to protect the Equipment Room from water pipes
and sprinklers. which could cause damage to the System, and from radio frequency
and other similar types of interference,
(i) Will be responsible for ensuring that thf~ structural stability of the In~
stallation Address is sufficient for the System to be safely installed.
(j) Immediately notify SeHer of any anticipated delay in building
availability, or inability to meet any of the above,listed requirements.
(k) Will provide Seller with a signed letter of agency in the form provid-
ed by SeHer, authorizing Seller to make s~,rvice requests upon the serving
telephone company for Customer's System interconnection requirements, in.
cluding t~~lephone Sf:~rvice for testjng purposes where necessary, Serving telephone
company charges for these services are not included in the price and shall be
separately paid by Customer,
(ll Seller's completion of installation not withstanding, Customer's failure
to provide the requirement(s) set forth herein shall not be detlmed or construed
as a waiver of Customer's obligation to meet such requirement(s).
28. CUSTOMER INSTALLATION RESPONSIBILITIES. During installa,
tion, Customer at its own expense:
fa) Will allow employees of Sdler fnw access to the Installation address
at hours consistent with the r~lin~ments of installation,
(hi wm deSIgnate a point for trash deposit on each floor of the Installa-
tion Address on which the System is to be installed when~ Seller will place all
waste material for removal by Customer.
(c} Will Advise Seller's installation empl()Yf~es before storing anything
other than telephone equipment in the Equipment Room which could interfere
with their work or endanger th~~m
(d) Will be responsible for identifying and disclosing to Seller any con.
cealed equipment wiring or conditions which might be am~cted by or might affect
the installation of the System, Should Customer not provide such disclosure,
Customer shall hold Seller harmless from any claim, damage or liability resulting
therefrom,
(e) Will provide sanitary facilites at the Installation Address for use of
Seller's personnel.
(f) Will cooperate with reasonable requests of Seller for assistance in
testing Q\' installation.
WARRANTY MAINTENANCE SUPPORT
29. SCOPE For Systems installed by Seller, Seller will provide. at no additional
charge to Customer, on-site repair or replacement with parts new or refurbished
and warranted as new, at &>lIer's option, of all matenal and equipment necei"sary
to maintain the System in good working order in all material aspects,
30. DURATION. During the warranty period, so long as Customer is not in
default, Seller will provide at th~l Installation Address the Wart'anty Maintenance
Support set forth below for the system installed hy Seller.
31, RESPONSE nOALS.For major fai lures of the switching system, emergency
Sf~rvice will be provided 7 days a w(~ek. 24 hours a day, and the Company wi1l
endeavor to respond within :l hours of its receipt of a request for such service, A
major failure is defined as any on(~ of the following: no systr'm dial tone,
inoperative attendant\-: console or 20(;{ of trunks noisy, fading or inopt~rative,
A request for service when an emergency does not exist shaH be deemed to
be a request for routine service, Repair of minor equipment malfunctions will be
performed during the Principal Period of Maintenance ("PPM") and the
will endeavor to respond within I business of its of a request for
service, The PPM is defIned as 800 A.M. to P.M, time, Monday through
Friday, excluding company observed holidays,
Unless Customer has elected and paid for supplemental shift as
indicated on the Equipment Schedule(sl. preventative maintenance and of
minor equipment malfunctions whIch Custonwr performed the
PPM. will b{~ provided on a manpower at the Company's then
current Time and Material rates, If shift coverage applicable. the Company will
endeavor to respond to minor equipment malfunctions dunng the Applicable
Shifts, within 4, hours of its receipt of a request for such serVlces.
32. SHU'T COVERAGI<~ OPTIONS. Customer have 24 hours a day, 7 days
a week or other customized coverage for all (both major and miDor)
by obtaining a supplemental shift coverage rider to this Agreement at an Addi~
tional Charge,
33. DEDICATED SERVICE OPTION. Customer may obtain dedicated on-site
maintenance personnel at a fixed each month upon to Seller's
Dedicated Service Option Rider. These will each individual
customer request and 90 days' written is for commencement,
alteration or cancellation of this service,
34. NOTIFICATION OF SERVICE REQUIREMENT. Customer must re-
quest maintenance service through telephone or other personal communication
to the office of Seller at the service address and telephone number stated on the
Maintenance Servict~ Information form. Such address and telephone number are
each subject to change upon reasonable notice to Customer.
35. EXCLUSIONS. Warranty Maintenance Support does not extend to labor,
material, or replacements made necessary by carelessness, neglect, misuse or ac-
cident of persons other than Seller. In addition, Warranty Maintenance Support
does not extend to material or replacements made necessary by forces or
failures external the including but not limited to fire, lightning, flood,
earthquake, and other of God. malfunctions in the transmission network to
which the System is interconnL"Cted, improper electric power or the failure thereof,
or any System failure or damage attributable to modifications, repairs or ad~
justments made by persons other than SeHer, Repair of damage attributable to
such causes will be made on a best efforts basis and at the then prevailing charges
of Seller for such services and equipment,
36. CUSTOMER RESPONSIBILn'n~S. The CUb'tomer shall be responsible for
maintaining the following operating environment for the primary switching equip-
ment location as a condition of Seller's obligations under the Warranties Sup,
port provisions of this Agreement;
(a) An operating temperature and relative humidity consisten,t with the
equipment manufadurer's recommendations at all times (24 hou1's-7 days each
weekl
(b) Adequate ventilation with a minimal amount of smoke, dust or oth~lr
airborne particles,
(c) Other environmental conditions
tachments to this Agreement as necessary
installed
(0) Access to
(e) Access to
personnel
m maintenance inspections during normal workmg hours, Inspec
tions at other times for Customer convenience require special agreement and will
be subject premium time charges,
37. SYSTEM OPERATION. Customer shall also be responsible for operating
the strictly in the manner Seller and shall not alter or per-
mit alteration of any of the without the prior
written consent changes by SelJer as intended
to be Customer Customer shall document and make
known to Seller's personnel. During Warranty Maint.enance support period
Customer wilJ permit Seller to install new or updated software to maintain its
in current edition without additional charge to Customer other than for
hardware and installation where necessary, Customer
use additional features of the new or updat~d software
upon payment fee for such use
38. SYSTF':MS CHANGES. Warranty Maintenance Support does not include
labor or material cost of addition to, rearrangement or relocation of the System
or ib; eqmpment. Thfls€ services may be offered to Customer by Seller under
separate agreement at an additional cost where available. Customer may move
the system switching equipment with the prior written consent of the Seller, which
consent shall not he unreasonably withheld hut may be conditioned upon modifica'
tion of the terms of Warranties and Warranty Maintenance Support to reflect
changed circumstances and location,
bv Seller elsewhere in At.
up~n the type of equipment