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HomeMy WebLinkAbout08-City Administrator . '" Clf;( OF SAN BERNARDCO - REQUOT FOR COUNCIL A~ON From: Raymond D. Schweitzer Dept: City Administrator's Office Date: September 10, 1986 Su~~t: Selection of GTEL to supply, install and maintain a Telephone Communi- cation System. Synopsis of Previous Council action: October 15, 1984 - Authorized the Purchasing Agent to distribute an RFP to solicit proposal for a study to determine the long-range cost effectiveness of a City-owned telephone system. January 21, 1985 - Resolution 85-13, Agreement with Communications Resources Company (CRC) for consulting services. Recommended motion: Adopt Resolution Contact person: Ravmond D. Schweitzer Phone: 383-5122 Supporting data attached: Ward: None FUNDING REQUIREMENTS: Amount:$4Q1.227 (is * Sour~:Certificate of Participation the Finance: IJ..... ~)(..A...... payments will be made over the next * Award of this Agreement will be made upon approval on the sale of the C.O.P. Equal Council Notes: 10 years beqinninq FY 87-88. 75-0262 Agenda Item No. f' c o o J TELEPHONE ACQUISITION EXECUTIVE SUMMARY Prepared by: , City Administrator's Office September 1986 r u o o o o EXECUTIVE SUMMARY RECOMMENDATION Select GTEL to provide, install and maintain a telephone communications system for City Hall, Police Department and other City facilities. BACKGROUND About ten years ago, both the public and private sector began purchasing and operating their own telephone system because of the need to control cost and monitor usage. Since the divestiture of the Bell System, this practice has gathered even more momentum. In January, 1985, the City contracted with Communication Resources Company, Inc. (CRC), an independent telecommuni- cations consultant, to evaluate the present Centrex telephone services provided by GTE and determine the cost effectivness of owning our own telephone system. A telephone technical committee made up of staff representatives from Water, Communications, Purchasing, Police, Parks, Recreation and Community Services, and City Administrator's Office was set up to work with the consultant. The study conducted by CRC consisted of interviews with department's heads and major telephone operators in each department, inventory of existing telephone equipment, analysis of questionnaires filled out by all users, and audit of telephone bills. utilizing a format developed by CRe, each department had key employees state their requirements for telephone services. This data was summarized and used as a basis for the recommended design. The results of the study were presented in a report dated May, 1985. This report concluded that the existing Centrex system leased from General Telephone did not meet the city's needs, and was becoming more and more expensive. Of major concern, were the many rotary the system which no longer interface of the public telephone touchtone communication services. dial telephones within with a growing segment network and private 1 - c:> A second concern was th4:)more than 50~f the calls received <:> by city departments are from City residents or the pUblic-at- large who do not necessarily know with whom they should speak. This resulted in many misdirected calls being transferred to the correct department. But the unreliability of the transfer feature frequently lost calls and thus infuriated the callers. Overall, the City receives an average of 3,200 calls per day. A third area of concern is the lack of ability to control and account for the $76,000 spent annually in line usage and toll calling. There are currently one (1) WATS line (Dial "6") and one (1) Colton Foreign (Dial "7") Exchange line. The problem expressed by users is their uncertainty of which line is the most economical to use. An even greater problem is that the limited availability of these lines results in users placing a more expensive call via the local (Dial "9") lines rather than the less expensive WATS or Foreign Exchange lines. Although the Centrex system could be upgraded to add touch tone instruments and other time-saving devices, this upgrade would result in additional ongoing charges by the utility company beyond our control and could not address many other design inadequacies. The cost would be $7.00 per phone to change out plus approximately $300.00 to convert each key system (generally, each group of intercom sets). Monthly rental per instrument would increase by about $1.00. Another major consideration is that on October 1, 1987, approximately one year from now, ownership of the station equipment now leased from GTE will be passed on to GTEL. GTEL will charge what is termed "unregulated rent" which is expected to be higher than what we are currently paying. GTE will continue to maintain the switching system. The study estimated that a new system, incorporating the latest technology, would actually reduce equipment costs $58,000 annually. An additional savings of $18,776 annually is estimated through full accountability of calls and "least cost routing" over the city's telephone network. With City approval of the new design concept, bid specifi- cations were developed and bids solicited in March, 1986, with bid close May, 5, 1986. Bids were received from nine vendors. They were: API, AT&T, Ericson, Executone, GTE, GTEL, Telexecom, U.s. West and Tel-Plus. Tel-Plus requested to be disqualified due to a pricing error. GTE was asked to submit a bid for the continual rental of the Centrex switch- ing system, but provide a direct purchase of the station equipment (telephone instruments). BID ANALYSIS AND VENDOR SELECTION All eight bids were analyzed by CRC in 1986. Since it is anticipated that remain in service for a minimum of ten selected, financial considerations, future equipment additions, and service were developed using this time frame. the report dated June the new system will years, the product and projections for and maintenance costs 2 o Technical~ommittee als~inspected the working of three different systems: NEAX-2400, SYSTEM- o The Telephone installations 75, SL-l. The result of the analysis was that GTEL is the lowest responsive, responsible bidder. GTEL is the direct sales division of GTE, the largest non-Bell telephone company in the United states, and as such has been operational for approximately three years. The GTEL bid response is for an NEC NEAX 2400 digital state-of-the-art telephone system. It has been in the market for two years. A list of NEAX-2400 locations is listed in Exhibit 1. The system is known for its mOdularity, meaning that it can ~ from its minimum configuration to its maximum size, without chanaina out any ma;or comoonents of the svstem. This feature allows future expansion as the City moves into voice and data communications. Incidently, two other companies, API and U.s. West also bid the same system. The NEAX 2400 is manufactured by NEC America, a NEC Company. NEC is the second-largest manufacturer of telephone equipment in the world. DESCRIPTION OF THE NEW SYSTEM: NEAX - 2400 The system design will provide two PBX systems; one for City Hall, and one for the Police Department. Senderized tie line service is used to interconnect the two systems. The phone systems at the Library, Main Fire station and RDA will also be interconnected via station lines from the City Hall system. A total of 580 telephone instruments will be pro- vided. The new system will have the following features, services and equipment not currently utilized by the City: Console for City Hall Consultation Hold Touch Tone Instruments station Callback Expanded station Hunting Expanded Call Pickup Call Forwarding Last Number Redial Call Waiting Least Cost Routing Trunk Queing Expanded Toll Restriction station Camp-On Speed Calling Expanded Call Accounting Music on Hold Night Restrictions Eight-Party Conference Paging for the: Animal Shelter Garage Purchasing & stores Streets & Refuse Fire Call Boxes (at Fire Stations) 3 0 0 COTEL em-> REC'Il.,- AOMHl. eFF. 150 West First Street, Suite 180 Iml6 AUG I 2 ~M 1tJ. 28 Claremont, CA 91711 August 11, 1986 In Reply Refer To Ms. Susan Chow Assistant to the City Manager City of San Bernardino 300 North "0" Street San Bernardino, CA 92418 Dear Ms. Chow Per our conversation, please find below the list of customers you requested. NEC 2400 locations: City of Santa Maria, California Clark County, Washington Lane County, Oregon County of Los Angeles, California City of Long Beach, California City of Glendale, California City of San Diego (Police Dept.), Californio Missouri City, Missouri State of Connecticut Washington County, Oregon GTEL other PABX locations: City of Pomona, California City of Indio, California Sincerely t~~~ RICHARD SCHMIDT Sr. Account Executive 4 A subSidiary of General Telephone Company of California EXHIBIT 1 o FINANCING THE SYSTEM o o o The cash purchase price for the telephone system will be $491,227.65. This will be financed through the certificates of Participation. The term of the issue is 10 years and the anticipated interest rate is 6.85%. Based upon the informa- tion above, the debt service for the certificates attribut- able to the phone system is $78,200 annually for 10 years. There is no payment until FY 87-88. The system will be leased through GTEL at 7 1/4 % interest rate until the C.O.P. is in place. The annual debt service will be allocated among the user departments similar to the current line item for telephone charges. This charge will be made up of the costs of trunks for D.I.D., Colton Foreign Exchange, WATS, maintenance instrument replacement and capital replacement and distributed according to the number of telephone stations each department has. Through the use of the call accounting system, every call whether it is local or long distance can be monitored in terms of length of the call, frequency of calling and time of call and the station number where the call originated. COST COMPARISONS During the first year following the complete installation of the system, there will be a one-time charge of $20,000 for line termination, and an annual charge of $92,200 to GTE for rental of lines and trunks, and other telephone utility company charges. In the second and years to follow, this rental charge is projected to increase 10% based on his- torical rate tracking to $101,420 and $26,700 for equipment maintenance. These two charges, combined with the debt service of $78,200 will result in a total payment of $206,320. Table 1 is a cost projection for 10 years until the system is fully paid off. However, line and maintenance charges will continue. During the same period, the City would pay an estimated $3,361,808, if the existing Centrex system remains in place. Table 2 is a 10-year cost projection for the Centrex system. Therefore the projected savings by replacing the existing system is $783,559. The direct purchase cost from GTEL was also compared with the GTE's bid which provides for equipment purchase and continued rental of the Centrex system. The difference is $438,795 in favor of purchasing the entire system from GTEL. 5 o YEAR 1 2 3 4 5 6 7 8 9 10 NOTES: (1) Ll IIil - .1& ~LE 1 o o CITY OF SAN BERNARDINO GTEL DIRECT PURCHASE ITEM ANNUAL COSTS CUMULATIVE COSTS System Equip. Cost (1) TELCO Line Charges (2) TELCO Install (2) (1 time) TOTAL 78,200 92,200 20,000 190,400 190,400 System Equip. Cost 78,200 TELCO Line Charges (3) 101,420 Maintenance (4) 26,700 TOTAL 206,320 396,720 Equip/TELCO/Maint 218,064 614,784 Equip/TELCO/Maint 230,918 845,702 Equip/TELCO/Maint 244,990 1,090,692 Equip/TELCO/Maint 260,397 1,351,089 Equip/TELCO/Maint 277,269 1,628,358 Equip/TELCO/Maint 295,746 1,924,104 Equip/TELCO/Maint 315,986 2,240,090 Equip/TELCO/Maint 338,159 2,578,249 Annual debt service is based on the total purchase price of $491,227.65 being financed through the C.O.P. for ten years at the estimated 6.85% interest rate. (2) Includes all applicable TELCO line, trunk, etc., monthly rates and installation charges. (3) Applicable TELCO charges are included through-out and increased by 10.00% annually based on historic rate tracking. (4) Maintenance service begins in the second year, is included through-out and increased by 6.00% as guaranteed in the GrEL bid. First year maintenance is covered in the contract. 6 . o YEAR 1 2 3 4 5 6 7 8 9 10 NOTES: o TABLE 2 o o CITY OF SAN BERNARDINO EXISTING CENTREX ITEM ANNUAL COSTS CUMULATIVE COSTS System Equip. Cost and existing Centrex (1) Total 210,938 210,938 210,938 TELCO Line Charges (2) 232,032 Total 232,032 442,970 TELCO/Maint TELCO/Maint TELCO/Maint TELCO/Maint TELCO/Maint TELCO/Maint TELCO/Maint TELCO/Maint 255,235 280,758 308,834 698,205 339,718 978,963 1,287,798 1,627,515 2,001,205 2,412,263 2,864,428 3,361,808 373,690 411,059 452,164 497,381 (1) Includes all applicable rental rates for TELCO line, Centrex, trunk and equipment, maintenance and F.C.C. Imposed Access charges. (2) Applicable TELCO charges are included through-out and increased by 10.00% annually based on historic rate tracking. 7 o o o o 1 2 3 4 RESOLUTION NO. 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 6 7 8 9 10 11 12 13 14 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 RAR 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 meeting thereof, held on , 1986, by the the day of following vote, to wit: 15 16 17 18 19 20 21 22 . of 23 24 AYES: NAYS: ABSENT: City Clerk The foregoing resolution is hereby approved this , 1986. day Mayor of the City of San Bernardino 25 26 27 28 Approved as to form: ~~:-:e/ City Attorney 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 ~ ~ 24 ~ 26 27 28 , o o o AGREEMENT THIS AGREEMENT is made and entered into this day of , 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: 2, A~ Tbis agreement~ B. Bxhibits 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. 1 o ~ o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 ~ ~ 24 ~ 26 27 28 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. Vendo~ agrees to provide, install, and maintain a telephone communication system, hereinafter referred to as ftSystem,ft 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 2 o o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 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 lavoices to City in accordance with the below 22 ~schedule. 23 24 25 26 27 28 PAYMENT AS PERCENT OF THE TOTAL PURCHASE ~ENT Upon ordering of the telephone 20% equipment. Upon the delivery of the equipment 30% to the installation address, and after verification of its completeness according to the bid specifications. 3 o .. o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 . 23 24 25 26 27 28 Upon the completion of cutover. 30% (The cut~ver date shall be established at the first coordination meeting.) Upon acceptance of the entire system. 10% After thirty-five (35) days 10% from acceptance of entire system. 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 acceptance. 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 . t'''_'' .10-: ',"INSTALLATION AND PERFORMANCE SCHEDULE ./"..... . Y':"i\- 1. Tbe-,perties 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. 4 o o o o I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 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:~\ ~~SHIP. l~; .',- : . L 22 'furrti.bi~g~om6.tent workers skilled \.- .. ~ syste~~~s~a~ions. 21 The Vendor shall be responsible for in telephone communication 23 All materials and equipment shall be 24 25 installed according to manufacturer's specifications and shall conform to the bid documents. 26 2. TRADES COORDINATION. The Vendor shall be responsible 27 for proper coordination of its work with that of other trades 28 5 " o o o o 1 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. 7 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. Onlv new eauiDment 11 and materials shall be sUDDlied bv the Vendor. 12 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 17 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 21 with,'lnternational Conference of Building Officials CICBO) 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 27 involved in the installation of the overall telecommunication 28 services to the City. 6 o ~ o o o 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. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 VendoJ;'s responsibility to remove any unused in-house cable, if 22 . deemed necessary by the City. No cable should be removed without 23 prior approval by the City. Unused cable shall be properly tied 24 back, identified and grounded. 25 ARTICLE VIII 26 ONE POINT-OF-CONTACT 27 28 ARTICLE VII CABLE INVENTORY REFUND The Vendor shall refund to the City seven hundred dollars ($700;00) 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 7 o ~ o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 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. $. CABLB'RAPS. Vendor shall supply two (2) copies of 22 'prints, indicating the location of all main cable runs, 23 distribution terminals, and KSU equipment, to the City on 24 25 drawings supplied by the City for each system in an as-built condition. 26 4. INSTRUMENT WORKSHEETS. Telephone worksheets shall be 27 provided by the Vendor to the City for all telephones. These 28 8 o " o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 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 ~o 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 ~ location. B. Complete testing of ai! functions. ><i.'>-, '......fO..';<,.;rendor shall, where required, and in conjunction "".',;,.<"\ ,', /.~:~;..;:" 22 . with'laupplyinq'utility, complete test and verify off-premise 21 23 24 25 26 27 28 'i.' >, .:~., c.trcuit8"^...,>~ "" D. Follow-up adjustment of all bells and audible signals to the satisfaction of the users. E. Complete testing of trunk and OPS functions. 9 o 1 " o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 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 workmanship1 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 20 problems or malfunctions must be provided at no additional 21 ~Qa~.~,~t~~ss of feature enhancement inclusion for the 22 ',dur.ation ob,lIa1..~tenance contract agreement and renewals. 23 . ..,?'!..~Y"":UPDATES. Vendor guarantees that software and 24 programming updates shall be available, in a timely manner, to 25 the City as they are released by the manufacturer for a period of 26 ten (10) years. 27 28 10 o b. III .. o o o 1 4. Subsequent to the warranty period, maintenance shall be 2 provided through a maintenance contract as set forth marked as 3 Exhibit 3, and on a time and materials basis on those activities 4 not covered by the contract as specified under Page 52 of the Bid 5 Forms submitted by Vendor. 6 A. SERVICE PERSONNEL. Vendor agrees that the 7 installation and subsequent maintenance of the systems shall be 8 performed by competent, trained personnel skilled in the work to 9 service the proposed telephone system and that such maintenance 10 work shall meet telephone industry standards. Maintenance 11 personnel shall have a Droven work record on installing and 12 maintaining the communication system. 13 B. MAINTENANCE SERVICE AGREEMENTS. Vendor shall 14 provide for a guaranteed maximum on-premise response time of two 15 (2) hours for major system failures or any emergency service 16 which shall be specified by the City and twenty-four (24) hours 17 for minor repairs (routine service). These services must be 18 provided twenty four (24) hours a day, seven (7) days a week. 19 Failure to respond within the above-stated times shall result in 20 a charge deducted from amounts due as liquidated damages of fifty 21 ($5lHdollars per hour or portion thereof or, five percent (5%) 22 '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 23 24 25 26 27 28 11 .. o o o o 1 qualified and formally trained to perform those functions 2 inherent to their jobs. In addition, switching system installers 3 and maintainers must be factory trained and certified. ARTICLE XII 4 ADDITIONAL WARRANTY 5 6 Vendor has obtained additional warranty on behalf of the 7 City from NEC Telephones, Inc., as shown in Exhibit 4, to 8 indicate the manufacturer's guarantee to provide full maintenance 9 service of the system including parts availability and qualified 10 maintenance support for a minimum period of ten (10) years after 11 acceptance of the system by the City. 12 ARTICLE XIII 13 TRAINING 14 1. All required operator and station user training in the 15 proper and efficient use of the system including station user 16 materials shall be supplied by the Vendor prior to and 17 approximately thirty (30) days after System cutovers. There 18 shall be no additional charge for this training. 19 A. Training shall be of a "hands-on" nature using live 20 equipment in addition to either film or slide presentation. 21 B. Training shall commence at least one (1) week prior 22 ,to the Systems cutovers and shall continue until all City 23 personnel are trained. 24 C. The first training prior to cutovers shall be basic 25 information covering the proper handling of the telephone to 26 conduct the day-to-day business. The second training after the 27 cutovers shall be more in depth covering the use of special 28 features that will facilitate communication efficiency. 12 o . _ 'l - - ~ o o o 1 2. Adequate documentation and training material is to be 2 made available for city's review two (2) weeks prior to actual 3 training. Training personnel must be qualified instructors. 4 Their qualifications must be, reviewed and approved by the City 5 prior to the time training begins. 6 ARTICLE XIV 7 LICENSES 8 Vendor shall obtain all related City licenses prior to 9 performing the installation of the system. This will also apply to all subcontractors. 10 11 12 13 14 15 data base input development normally performed by the Vendor. 16 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.qser Application Information C. One Point-of-Contact D. Sy.tea Data Base Profile E. Approved Key Sheets (standard instrumentation) F. Individual Instrument Parameters (instrumentation) G. Marked Floor Plans (if available) H. Telco Orders 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 17 18 19 20 21 22 23 24 ~ 26 27 28 13 o ~ o o o 1 2 3 4 5 6 7 8 9 10 1] ]2 ]3 14 15 16 17 ]8 19 20 21 ~ 23 24 25 26 27 28 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 14 o <{ o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 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 it_l.aJjl<if the Vendor fails to make such correction -,,~. . "':"~ 22 'Within ten (la~ days of the date of the written notice, the City 21 23 24 25 26 27 28 may make the.'-co~rection and deduct the costs .from the amount withheld therefor. ARTICLE XVIII ADDITIONAL SERVICES 15 o - ~ ~ o o o Vendor agrees that in addition to all other services required pursuant to this Agreement, it shall provide the following: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 guarantees or additional warranties, Vendor shall maintain 22 'sufficient spare parts to ensure operation of the telephone system. 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 23 24 25 26 27 28 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: 16 o - << o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 ~ ~ 24 25 26 27 28 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; 17 ~ o o o o 1 E. Any and all penalties imposed or damages sought on 2 account of the violation of any law or regulation or of any term 3 or condition of any permit required by Vendor; and 4 F. Vendor agrees to and shall defend City, its 5 elective and appointive boards and commissions, officers, agents 6 and employees from any claims, suits or actions of law or in 7 equity for damages caused or alleged to have been caused by the 8 operations of the Vendor under this agreement. 9 ARTICLE XX 10 INSURANCE 11 1. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE. Vendor 12 shall obtain and maintain during the term of this agreement such 13 public liability and property damage insurance as shall protect 14 it and the City from all claims for property damage arising from 15 operations under this agreement, in amounts as set forth below. 16 Vendor shall require its subcontractors, if any, to obtain and 17 maintain similar public liability and property damage insurance 18 in amounts as hereinafter set forth. 19 2. FIRE INSURANCE. Vendor shall obtain and maintain fire 20 insurance on all work subject to loss or damage by fire. The 21 amount of fire insurance shall be sufficient to protect against 22 'loss or damage in full until work is accepted by the City. 23 3. PROOP OP INSURANCE. Vendor shall not commence work nor 24 shall it allow any subcontractor to commence work under this 25 agreement until it has obtained all required insurance and 26 certificates, which have been delivered in duplicate to and 27 approved by the City's Risk Management Director. 28 18 o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 2I 22 23 24 25 26 27 28 .. o o o 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 . .ac!ci}lenta:l. death, in the amount of $I, 000,000 combined';~gle limit per claim with an aggregate . .~.." '. ~total.lilll.it 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 19 o o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 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 16 work performed under contracts, there will be no discrimination 17 18 19 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 20 with applicable federal and California laws including, but not 21 ltmite4t.. tbeCalifornia Fair Employment Practice Act, .~ 22 i~e~hnin~.wft~,Labor Code Section 1410, and Labor Code Section 23 ~3.~.. In addrtion, the Vendor agrees to require like compliance 24 by any subcontractors employed on the work by him. 25 26 27 28 ARTICLE XXII ASSURANCE OF COMPLIANCE WITH CIVIL RIGHTS LAW 20 o u ~ ~ 0 0 0 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 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 subcontractor for each portion as is defined by the prime 22 '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. 21 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. ARTICLE XXIII 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 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 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 . 0 0 0 3. The Vendor shall not: A. substitute any subcontractor. B. permit any subcontractor to be voluntarily assigned 17 18 19 20 21 ~ 23 24 25 26 27 28 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 Bond or other surety, or may invoice the Vendor for excess costs so paid, and prices paid by the City shall be considered the prevailing market price at the time such purchase is made. ARTICLE XXV FAITHFUL PERFORMANCE BOND 22 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 -." o o o 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 agreement. Said surety shall be SUbject to approval of the City, 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 "A" 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 disposec'h-e.f,aetween the parties,:shall be 22 .the Superior Court of the State of California for the County of 23 San Bernardino, Central Division, located at 351 North Arrowhead, 24 San Bernardino, California. 25 ARTICLE XXVII I 26 NON-ASSIGNABILITY 27 28 23 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 . o o o 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, constitute the entire agreement, understanding and 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 AttDa.'c sr..st R. Lake aegio..~'Sales Manager - >'~- ..-'- RAYMOND D. SCHWEITZER Acting City Administrator City of San Bernardino 300 North wDw Street San Bernardino, CA 92418 .,,:.:~;' ::1" . 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 24 o .Ll - o o o I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 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 21 ~rr~p.tn9 fi~ing for this agreement and that performance of 22 ':'t1iS. ~gred~hall not be initiated until such process is ~. ? . . ~:t: 23c.leted."L ..-,. 24 25 26 27 28 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. 25 o L - .L ~ 4 o o o 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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: By Mayor City Clerk GTEL Approved as to form: By ,~/41)a4<,:.~"" Title City Attorney 26 r- C . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 I '111 o o o RESOLUTION NO. RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF A LEASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND GTE LEASING CORPORATION FOR THE INSTALLATION OF A NEW TELEPHONE SYSTEM. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed to execute for and on behalf of the said City a Lease Agreement with GTE Leasing Corporation for the installation of a new telephone system, a copy of which is attached hereto as Exhibit wAw and incorporated her~in 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 meeting thereof, held on , 1986, by the the day of following vote, to wit: AYES: 18 19 20 21 22" 23 24 25 26 27 28 NAYS: ABSENT: City Clerk The foregoing resolution is hereby approved this day , 1986. of Mayor of the City of San Bernardino Approved as to form: Ch LESSOR: GT~SING COR~ATION LEASE ACMEEMENT WITPl"ASSIGNMENT (FOR USE WITH STATES OR THEIR POLITICAL SUBDIVISIONS) Leasing Corporation City of San Bernardino LESSEE: o o . GTE ADDRESS: 121000 Wilshire BL., #925 CITY/STATE/ZIP Los Angeles, CA 90025 PHONE: 213/207-4404 Type of Entity: Corporation ADDRESS: 300 North "0" Street CITY/STATE/ZIP San Bernardino, CA PHONE: 92418 Type of Entity: Municipality aTY EQUIPMENT LEASED-DESCRIPTION 2 GTE 2400 System (See Equipment Summary for details) I. AdVlDc:ereDt . -0- I. Cuh~_(iocl_deli....) 1482.227.65 I 2. Fint ran peymem due upon invoice Z. AnDuaI ialCl'ell me 7.25 .. 3. Paymellll due MoaIhlyD ~ar I 3. _....- opdoa D 110 ilfl 1M .. Number ofreal: pIymentI .. Les::::n' for any saIesIusc tu. Lessee will aiso Exempt Number 5. _of__..".... .21,719.53 ~ be . . for ocher applicable stile and toc:aI taxes, N/A if.y. 6. Amouat offinal rem. payment .21.719.53 s. At the time of insaaUaIioa. this Lcue may be amended. at l.estIe's opIion, by the Mditkm or deIeIicm: of items V,,)[J TbiI e.'. . ...... be deIMnd to aad kIcaltd M: of equipment: the va. of which may not exceed 101Ft NoD of the cash purchMe price of the Equipment indica1cd ~ - ....... ~ - ..I ' First payment due in 30 days ~ after City CouM. - ZIp equipment acceptance TERMS AND CONDITIONS 1. EQUIPMENT. Lessor hereby 1_ to Lessee and Lessee ecuted concurrently herewith containing certain terms with (havilll been. quoted both a cash and a time/lease price) respect to the lease of such Equipment. All such schedules are hereby 1_ from Lessor on the terms set out herein such hereinafter individually and collectively referred to as unit or uniu of equipment, hereinafter referred to as "Equip- "Schedule," which Schedule is incorporated herein and made ment," desc:ribed above or in any sc:hedule or schedules ell- a part of this Lease Agreement, hereinafter referred to as THE ADDmONAL TERMS AND CONDmONS ON THE fOLLOWING PAGES ARE INCORPORATED HEREIN. THE UNDERSIONED, BEINO DULY AUTHORIZED SIGNATORIES, AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH ABOVE AND ON THE FOLLOWING PAGES HEREOF, AND IN WITNESS WHEREOF, THEY HEREBY EXECUTE THIS LEASE. Dated Dated Lessor (Name of IndIvidual or Entity) By its (Have siped by aeneraI partner, if putnenhip, or appropriate OffICer, if corporatioa, and incIicaIe official litle, If 2 officers must sian, use spa<:e below,) Les,- City of San Bernardino (Name of Individual or Entity) By its (Have siped by appropriate offJCel', and indicate ofliciallitle. If 2 officers must sian, use space below.) By its By its I "Lease." Lessor intends to assign all of its right, title and in- ter~in the Lease and the underlying EqUiP~ to GTE LeL..g Corporation (" Assignee"). 2 RENTAL. Lessee agrees to pay the cash purc ase price pl~s interest in the rental payments and on the dates indicated above. A percentage of each rental payment shall constitute the payment of interest, as indicated above. Said rental pay- ments shall be paid to Lessor or Assignee at the address set forth above or at any other address indicated by Lessor or Assignee in writing. All rental payments subsequent to the first one shall be made without notice or demand and without abatement deduction or setoff of any kind. The obligation of Lessee to ~ake payments hereunder shall be unconditional. 3. LESSEE'S ACCEPTANCE. Lessee shall inspect the Equipment upon its arrival and installation and shall im- mediately deliver to Lessor or Assignee a completed Cer- tificate of Acceptance. Thereafter, provided Lessee is not in default hereunder, Lessee shall have the right of quiet enjoy- ment with respect to the Equipment, 4. LATE PAYMENTS. If Lessee fails to make any rental payment or to pay any part of any sum required to be paid b,y Lessee to Lessor within 10 days after the date said payment IS due Lessee shall pay interest at the rate of 207. per month on the ~mount overdue. However, said rate shall not exceed the maximum annual rate, if any, allowable for such payments, The delinquent payment period shall run from the expiration of said 10 days until the amount is paid in full. If any amount remains unpaid for a portion of any month, the interest shall be prorated and paid for such period. S. NO WAllRANTIES. LESSEE HAS SELECTED THE EQUIPMENT AND SUPPLIER THEREOF. LESSOR AND ASSIGNEE MAKE NO REPRESENTATION OR WAR- RANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FIT- NESS FOR ANY PARTICULAR PURPOSE, EXCEPT THAT LESSOR (BUT NOT ASSIGNEE) DOES CONFIRM WARRANTIES SEPARATELY MADE TO LESSEE IN WRITING, IF ANY. IF THE EQUIPMENT DOES NOT OPERATE AS WARRANTED, LESSEE SHALL MAKE CLAIM ONLY AGAINST SUPPLIER OF WARRANTIES AND SHALL NEVERTHELESS CONTINUE TO MAKE PAYMENTS HEREUNDER TO LESSOR OR ASSIGNEE. Lessor agrees to transfer to Lessee any warranties or sof!ware licenses Lessor receives from the manufacturer or suppher of the Equipment, provided that the manufacturer or supplier permits such transfer. 6. LOCATION OF EQUIPMENT. The Equipment shall be delivered to and located at the premises indicated above and shall not be removed without the written consent of Lessor, Lessee shall pay all charges and other expenses incurred in connection with the shipment and delivery of the Equipment to said location. All items of Equipment shall at all times be and remain persOnal property notwithstanding that any such Equipment may be affIXed to realty, Lessee shall, upon re- quest, furnish Lessor or Assignee with a disclai~er or subor- dination in form satisfactory to Lessor or AsSIgnee. of any interest in the Equipment from all persons having an interest in the real estate to which the Equipment is or may be con- sidered to be attached or affIXed, and the names and ad- dresses of the record owners of, and all other persons in- terested in, and a general description of, the real estate. 7, REPORTS. (a) Upon the written request of Lessor or Assignee, Lessee shall notify Lessor or Assignee forthwith in writing of the location of any Equipment. (b) Upon Lessor's or Assil!Dee's reasonable request, Lessee shall deliver to Lessor Lessee's financial statements. Lessee shall also file or provide Lessor or Assignee with such other statements and documents concerning this Lease and the Equipment as Lessor or Assignee may from time to time reasonably request including such documents as Lessor or ASSignee~ require to protect their respective interOin the Equi t during the term of this Lease. Lessee wa ts that all cre it and financial information submitted to Lessor or Assignee in connection with this Lease and at any time dur- ing the term of this Lease is true, correct and complete in all details. (c) Lessor and Assignee have the right to inspecI and examine the Equipment from time to time during normal business hours. 8. TITLE AND INTEREST. Title to the Equipment and all repairs, replacements, modifications and impr\lvements shall be in Lessor or Assignee. Lessor or Assignee shall also retain a perfected security interest under applicable law in the Equipment and all repairs, replacements, modifications and improvements in order to secure Lessee's payment and per- formance of all of its obligations hereunder. If and when Lessee has exercised any purchase option hereunder, title shall pass to Lessee. 9. LESSEE CERTIFICATION. Lessee warrants that it is a state, or a political subdivision thereof, or .tha! L~ssee's obligation under this Lease constitutes an obhgatton tssued on behalf of a state or political subdivision thereof, such that the interest portion of the rental payments derived under this Lease will qualify for exemption from Federal income laxes under Section 103 of the Internal Revenue Code. Lessee fur- ther warrants that this Lease represents a valid deferred pay- ment obligation for the amount herein set forth, of a bona fide Lessee, having legal capacity to enter into the same, and is not made in contravention of any town, city, district, coun- ty, or state statute, rule, regulation, .or other governmental provisions. Nothing herein shall constttute a pledge by Lessee of any funds other than funds lawfully appropriated from time to time for Lessee in its budget. to. MAINTENANCE AND USE. At all times during the term of this Lease, Lessee shall, at its expense, make any and all repairs and replacements required to maintain the Equip- ment in good condition, reasonable wear and tear excepted, and shall use and maintain the Equipment in a careful manner in conformity with all applicable laws, ordinances, regula- tions, requirements and rules and in conformity with any in- surance policy. Lessee's obligation to maintain the Equipment does not confer the authority to incur mechanic's or sup- plier's liens. 11, LOSS OR DAMAGE. Loss or damage to the Equipment shall not relieve Lessee from its obligation to make payments or to perform any other of its obligations under this Lease. 12. INSURANCE. At all times during the term of this Lease, Lessee shall at its expense maintain public liability and prop- erty damage insurance for the Equipment in amount~ and with insurance companies satisfactory to Lessor or AsSignee. Lessee shall deliver to Lessor or Assignee satisfactory evi- dence of such insurance coverage. Each policy of insurance shall contain a standard loss payable clause stating that pay- ment for loss, if any, is payable to Lessor or Assignee, if ap- propriate, as co-insured, and shall provide fo~ 30.days written notice to Lessor or Assignee before the policy IS al!ered .or cancelled. If Lessee is restricted by law from complymg WIth the provisions set forth above, Lessee sh~ make other ar- rangements satisfactory to Lessor and AsSIgnee. t3. INDEMNITY. (a) Lessee shall defend, indemnify and save harmless Lessor, Assignee, their agents, employees and assigns from and against any and a1llia~i1ity, I,:"s, d~age, expense (legal or otherwise), causes of action, SUitS, claims or judgments arising from injury to person or property resultmg from or based upon the Equipment or its actual or alleged use, possession, condition (including without limitation, any latent or other defects not discovered by Lessee), manage- ment, control, delivery or operation by Lessee or any other person, and Lessee shall, at its !lwn cost and expense, defend . any ana all SUlLS WIlH,,:ll Illd.] UC U1vu6.1.1\. "6Q,....;~ ~...,...v.. Assj.lV(e, their agents, employees or assigns either alone or in convtion with others upon any such liabiliti' ""'laim or claims and shall satisfy, pay and discharge al\o,.land all judgments, costs and fines that may be recovered against Lessor or Assignee in any such actions, provided, however, that Lessor or Assignee shall give Lessee written notice of any such claim or demand. In no event, however, shall Lessee be held liable for the negligence or willful misconduct of Lessor or Lessor's agents, employees or assigns. (b) Lessor or Assignee and the affiliated groups of which Lessor or Assignee, for United States corporate income tax purposes, are members intend, with respect to the Equip- ment or any item thereof, to treat the interest income portion of the rental payment described above as tax-free to Lessor or Assignee. The amount of tax that will have been saved on such amount shall be known as "Tax Savings." If Federal tax administrative authorities formally notify Lessor or Assignee of a disallowance, elimination, reduction, or disqualification, in whole or in pan, of the Tax Savings, or if Lessor or Assignee shall include the interest in- come portion of the repayment amount in income as a result of a good faith determination that such interest income is not properly treated as tax-free to Lessor or Assignee, Lessee shall pay to Lessor or Assignee an amount such that the amount after deduction therefrom of all taxes required to be paid by Lessor or Assignee in respect of the receipt of such amount under the laws of any Federal, state or local govern- ment or taxing authority in the United States, shall fully com- pensate Lessor or Assignee for the loss of any such Tax Sav- ings including any interest, penalties, or additions to taxes payable, as a result of such disallowance, elimination, reduc- tion, or disqualification of such anticipated benefits, The amounts payable pursuant to this subsection shall be payable upon demand of Lessor or Assignee. Any such demand shall be accompanied by a statement describing in reasonable detail the loss of the Tax Savings and setting forth the computation of the amounts so payable. Lessee agrees to be bound by any reasonable determination of the amounts set forth in such statement. (c) All of Lessor's or Assigllft's rights ;lRd privileges arising from the indemnities contained in this section shall survive the expiration or other termination of this Lease and such indemnities are expressly made for the benefit of, and shall be enforceable by Lessor, Assignee or their successors or assigns. 14. TAXES. Lessee allrees that, in addition to the payments due for the Equipment, it will promptly pay, when and as due and payable, all taxes, fees, assessments and other govern- mental charges of any kind whatsoever, tOllether with any penalties, fines, additions or interest thereon. levied, assessed or imposed upon or with respect to: (a) the Equipment or any pan thereof, or interest in the Equipment: . (b) the' orderil1ll, sale, purchase, delivery, owner- ship, possession, use or operation of the Equipment: (c) the amounts payable hereunder or the earnings arising from the Equipment (exclusive of any taxes based on net income of Lessor or Assignee): or (d) this Lease, any other operative documents con- nected herewith or the execution or delivery of any of the foregoing. 15. ASSIGNMENT. (a) Lessee agrees not to sell, assian. sublease, pledlle or otherwise encumber or suffer a lien or encumbrance upon or agamst any interest in this Lease or the Equipment or to re'!'ove the Equipment from its location, without the prior wntten consent of Lessor or Assignee. Lessee's interest herein may not be assigned or transferred by operation of law. (b) Lessor may, at any time and from time to time, -, lh ........... ........... ..~....... .~ ....._y~...... -~-.CI.. _u -., ,... terest in the Equipment or this Lease, including, without limitation,! "~sor's rights to receive the rental paymentO any additi/'"..! payments due and becoming due. Lessee keep a written record of the ownership of Lessor's interest in this Lease. Upon the receipt of written notice by Lessee of an assignment of Lessor's interest in this Lease, Lessee shall thereafter make all payments in accordance with the notice to Assignee and s!tall, if so requested, acknowledge such assign- ment in writing within IS days after request therefor. Such ac- knowledgment shall in no way be deemed necessary to make the assignment effective. Assignee shall be entitled to enforce the rights so assigned but shall be under no liability to Lessee to perform any of the obligations of Lessor hereunder, the sole remedy of Lessee being against Lessor. Lessee's rights hereunder as against Lessor shall be unaffected except as herein specifically provided. Lessee covenants and agrees not to assert against Assignee any claim or defense by way of abatement, setoff or counterclaim, which Lessee may have against Lessor. All rights of Assignee under this Lease shall inure to the benefit of any subsequent successors and assigns. If so assigned, "Assignee," as used herein, shall refer to such subsequent assignee, and not GTE Leasing Corporation. 16, DEFAULT. An event of default ("Event of Default") shall occur if: (a) Lessee fails to pay when due the full amount of any rental payment or any other payment due under this Lease, except as provided in Section 18 below, and such failure continues for a period of 10 days: (b) Lessee shall fail to perform or observe any cove- nant, condition or agreement required to be performed or observed by it hereunder (or under any other agreement be- tween Lessor or Assignee and Lessee) and such failure is not remedied within 10 days after written notice thereof is given to Lessee by Lessor or Assignee: (c) Lessee or any person shall take any action look- ing toward Lessee's dissolution or liquidation, or if any pro- ceeding (voluntary or involuntary) is commenced by or against Lessee seeking reorganization, liquidation, dissolu- tion or similar relief under any present or future statute, law or regulation and such proceeding shall not have been con- tested by Lessee or dismissed within 30 days after it is filed; (d) Lessee attempts to remove, sell, transfer, en- cumber, or part with possession of the Equipment or any item thereof: (e) any representation made by Lessee in connection with the entering into of the Lease or any report or statement furnished pursuant to this Lease is untrue in any material respect; <0 an attachment, levy or execution is threatened or levied upon or against the Equipment; (g) any insurance carrier cancels or threatens to cancel any insurance on the Equipment; (h) the Equipment or any pan of it is abused, illegal- ly used, misused, lost, stolen, destroyed or damaged beyond repair; (i) the Lessee defaults under or otherwise suffers to be accelerated any material obligation; (j) the Lessee defaults under any other agreement now existing or hereafter made with Lessor, Assignee or any of their affiliates: or (k) the condition or affairs of Lessee or Lessee's guarantor (if any) shall change so as, in the sole opinion of Lessor or Assignee, to impair the credit risk involved. 17. REMEDIES. Upon the occurrence of any Event of Default, Lessor or Assignee may exercise anyone or more of the following remedies as Lessor or Assignee in its sole discre- tion shall lawfully elect in order to recover their interests and reasonably expected profits and bargains: (a) proceed by appropriate court action, either at "'1 . ..III law or in equity, to enforce performance by Lessee of the ap- pI_Ie covenants of this Lease or to recover f~he breach th\.)f; (b) cause Lessee, at its expense prompt y to return the Equipment to the possession of Lessor or Assignee, or enter the premises where the Equipment is located and take possession of or disable any part or all of the Equipment, without demand or notice, without any court order or other process of law and without liability for any damage occasion- ed by taking possession, Lessee shall promptly pay to Lessor or Assignee the amount of any deficiency; (c) terminate this Lease as to all or any part of the Equipment; (d) use, operate, re-lease, sell or hold the Equipment as Lessor or Assignee in its sole discretion may decide; (e) declare the entire amount immediately due and payable as to any or all items of Equipment, without notice or demand to Lessee; or (I) sue for and recover all payments, then accrued or thereafter accruing, with respect to this Lease and any or all items of Equipment. Lessee agrees to pay all of Lessor's or Assignee's attorneys' fees and other expenses incurred in connection with the ac- tions set forth in this section. A termination hereunder shall occur only upon notice by Lessor or Assignee to Lessee and only with respect to such part or parts of the Equipment as Lessor or Assignee specifically elects to terminate in such notice. Except as to those parts of the Equipment with respect to which there is a termination, this Lease shall remain in full force and effect and Lessee shall be and remain liable for the full performance of all its obligations under this Lease, but neither Lessor nor Assignee shall be entitled to recover a greater amount in damages than Lessor or Assignee could have gained by receipt of Lessee's full, timely and complete performance of its obligations pursuant to the terms of this Lease. 18. TERMINATION BECAUSE OF NONAPPROPRlA. TlON. Notwithstanding anything contained in this Lease to the contrary, no Event of Default shall be deemed to have oc- curred under this Lease if all the following events shall have occurred and Lessor or Assignee has received a written opi- nion from Lessee's counsel verifying the occurrence of said events: (a) adequate funds are not appropriated during a subsequent fiscal period during the term of this Lease for the Lessee to meet its obligations hereunder, and written notice of the nonappropriation is given to Lessor or Assignee at least thirty (30) days prior to the first day of such subsequent fiscal period or within five (5) days of the preparation of the final budget for such fiscal year, whichever occurs later. (b) Lessee has exhausted all funds legally available for payments due under this Lease; and (c) such exhaustion of funds or nonappropriations did not result f~om any act or failure to act of Lessee. Lessee agrees not to acquire other equipment that performs essentially the same services and functions as the Equipment for three years following such an occurrence of events. 19. PURCHASE OPTION. Provided that Lessee is not in default hereunder, Lessee shall have the option to purchase the Equipment at its location AS IS at the end of this Lease by giving Lessor or Assignee written notice at least 60 days before the expiration of this Lease of its intent to purchase. Title to the Equipment shall remain in Lessor or Assignee un- til the nominal purchase option price indicated above has been paid. 10. RENEWAL. Lessee shall have the option to renew this Lease by giving Lessor or Assignee notice in wr!-ting at least 60 days bef~the expiration of this Lease of its intent to JilIIIliw. Prior tvid expiration, Lessee shall pay to Lesl,J or Assignee, In advance, such renewal rental as they may agree upon. 21. WAIVER OF DEFAULT, Any waiver by Lessor or Assignee of a default by Lessee shall not be considered a waiver of any other default hereunder. 11. PERFORMANCE OF LESSEE'S, OBLIGATION BY LESSOR OR ASSIGNEE. In the event that Lessee shall fail duly and promptly to perform any of its obligations here- under, Lessor or Assignee may, at its option, perform any act or make any payment which it deems necessary including without limitation the payment for satisfaction of any lien, taxes, insurance and repairs without thereby waiving such default, and any amount paid for expenses or liability incur- red by Lessor or Assignee in such performance, together with interest thereon at the lesser of 2.,. per month or the highest annual rate permitted by law, and any reasonable costs incur- red by Lessor or Assignee in connection therewith including reasonable attorneys' fees, shall be payable by Lessee upon demand as additional payments. 13. MISCELLANEOUS. Any notice required or permitted to be given hereunder shall be given by personal delivery, telegraph, registered or first class mail, postage prepaid, to the address of the receiving party appearing on the first page hereof, or at any other address of which the other party has been notified in writing; Any notice so given shall be deemed to have been given on the day of mailing. Lessee agrees that under no circumstances shall this Lease be construed as a con- sumer contract. This Lease shall be construed in accordance with the substantive laws of the state of Florida. If this Lease is signed by more than one Lessee, they shall all be jointly and severally liable for all of the obligations of Lessee under this Lease, This Lease shall inure to the benefit of and be binding upon Lessor and any successors and assigns, and shall be binding upon Lessee, its successors and assigns, and shall in- ure to the benefit of Lessee and to only such of its assignees as have been consented to by Lessor or Assignee. 14. ENTIRE AGREEMENT. This Lease and any Schedule attached hereto contain the entire agreement between the par- ties and cannot be modified, amended, supplemented or rescinded except in a written instrument signed by both par- ties. Any provision of this Lease prohibited by law shall be in- effective to the extent of such prohibition without in- validating the remaining provisions of this Lease, unless the general intent of the Lease would be altered. 15. NONCANCELLABLE. This Lease is noncancellable and Lessee is obligated to perform the terms and conditions stated herein. 16. AUTHORIZATION TO SIGN. By execution hereof, the signer hereby certifies that he or she has read this Lease and that he or she is duly authorized to execute the same on behalf of the Lessee. 17, NO AGENCY. THIS LEASE, ANY VARIATION OR MODIFICATION OF THIS LEASE, ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS OR CHANGES TO ANY SCHEDULE SHALL NOT BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED OFFICER OR MANAGER OF LESSOR OR ASSIGNEE. LESSEE AGREES THAT NEITHER LESSOR NOR ASSIGNEE NOR ANY SALESMAN OR OTHER AGENT OF EITHER IS AN AGENT OF OR CAN COMMIT THE OTHER. - '. - 0 -CITY OF SAN BERNADI~ 0 0 ID AKOUNT OF LEASE - 482227.65 INTEREST RATE 7.250 PERIODIC PAYKEMT- 21719.53 TEM 28 PUIIENT FREQ. 4 TEAR NO. 1 PER PERIODIC INTEREST PRINCIPAL T-T-D T-T-D OUTSTANDING NO. PATIIENT PORTION PORTION INTEREST PRINCIPAL BALANCE 1 21719.53 0.00 21719.53 0.00 21719.53 460508.12 2 21719.53 8346.71 13372.82 8346.71 35092.35 447135.30 3 21719.53 8104.33 13615.20 16451.04 48707.55 433520.10 4 21719.53 7857.55 13861.98 24308.59 62569.53 419658.12 TEAR NO. 2 1 21719.53 7606.30 14113.23 7606.30 14113.23 405544.89 2 21719.53 7350.50 14369.03 14956.80 28482.26 391175.86 3 21719.53 7090.06 14629.47 22046.86 43111.73 376546.39 4 21719.53 6824.90 14894.63 28871.76 58006.36 361651.76 TEAR NO. 3 1 21719.53 6554.94 15164.59 6554.94 15164.59 346487.17 2 21719.53 6280.08 15439.45 12835.02 30604.04 331047.72 3 21719.53 6000.24 15719.29 18835.26 46323.33 315328.43 4 21719.53 5715.33 16004.20 24550.59 62327.53 299324.23 YEAR NO. 4 1 21719.53 5425.25 16294.28 5425.25 16294.28 283029.95 2 21719.53 5129.92 16589.61 10555.17 32883.89 266440.34 3 21719.53 4829.23 16890.30 15384.40 49774.19 249550.04 4 21719.53 4523.09 17196.44 19907.49 66970.63 232353.60 TEAl NO. 5 1 21719.53 4211.41 17508.12 4211.41 17508.12 214845.48 2 21719.53 3894.07 17825.46 8105.48 35333.58 197020.02 3 21719.53 3570.99 18148.54 11676.47 53482.12 178871.48 4 21719.53 3242.05 18477.48 14918.52 71959.60 160394.00 TEAR NO. 6 1 21719.53 2907.14 18812.39 2907.14 18812.39 141581.61 2 21719.53 2566.17 19153.36 5473.31 37965.75 122428.25 3 21719.53 2219.01 19500.52 7692.32 57466.27 102927.73 4 21719.53 1865.57 19853.96 9557.89 77320.23 83073.77 o o ID -CITY OF SAN BERIIADINO AMOUNT OF LEASE - 482227.65 INTEREST RATE 7.250 PERIODIC PAY"ENT- 21719.53 TER" 28 PAYKENT FREQ. 4 YEAR NO. 7 PER PERIODIC INTEREST PRINCIPAL NO. PAYKENT PORTION PORTION 1 21719.53 1505.71 20213.82 2 21719.53 1139.34 20580.19 3 21719.53 766.32 20953.21 4 21713.09 386.54 21326.55 Y-T-D INTEREST 1505.71 2645.05 3411.37 3797.91 ~ o Y-T-D PRINCIPAL 20213.82 40794.01 61747.22 83073.77 - OUTSTANDING BALANCE 62859.95 42279.76 21326.55 0.00 . ... o 41 b.!IIL I ?