HomeMy WebLinkAboutResolution - 2000-R0128 - Sales Agreement - SBTC - Communications Network Equipment & Services - 05_11_2000Resolution No. 2000-R 0128
May 11, 2000
Item No. 17
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock, by and between the City of
Lubbock and Southwestern Bell Telephone Company, a Sales Agreement for
Communications Network Equipment and Services, and related documents. Said
agreement is attached hereto and incorporated in this resolution as if fully set forth herein
and shall be included in the minutes of the City Council.
Passed by the City Council this lath day of May 2000.
ATTEST:
iJ
Kaythe barnell.
City Secretary
APPROVED AS TO CONTENT:
,AdAlt nAl BZU7?
Sharlett Chowning
Managing Director of Information Technology
APPROVED AS TO FORM:
zla4—�
�4
William de Haas
Competition and Contracts Manager/Attorney
Ccdocs/dh/SouthwestemBel I.res
May 3, 2000
Agreement No. T00983AU - A
Page l of 9
Resolution No. 2000-R 012;
May 11, 2000
Item No. 17
Sales Agreement for Communication Network Equipment and Services
THIS IS AN AGREEMENT, entered into by and between The City of Lubbock, with principal offices
at 1625 1P Street , Texas ("Owner") and Southwestern Bell Telephone Company ("Vendor"), at 175 E Houston, San
Antonio, TX.
In consideration of the promises herein contained, the parties stipulate, represent and agree, each to the other, as
follows:
1. These Terms and Conditions, together with
Appendix A - Scope of Work
Appendix B - Maintenance Agreement
attached hereto and made part hereof, shall constitute the entire present Agreement between parties.
2. No change in, addition to, or waiver of the terms, conditions and specifications contained herein shall be a binding
obligation on either the Vendor or the Owner unless approved in writing by the Vendor and the Owner.
3. Vendor proposes to sell hardware, licensed software and services to the Owner. The hardware and licensed software is
manufactured by NorTel ("Manufacturers").
4. Owner shall have direct right of action against Vendor and Manufacturers, as Manufacturers so warranted in this
Agreement., by any reason of any failure of any warranty.
5. Vendor acknowledges that the Owner may desire to expand, reduce, change and/or modify the Hardware and Software.
Listed in Scope of Work is a schedule of component parts and, set opposite each component part, is the price at which
each may be purchased by the Owner with installation of each such component part to be provided by Vendor. In
addition, Vendor guarantees prices contained in Scope of Work without fluctuation, for a period of twelve (12)
calendar months commencing with the Cutover (as hereinafter defined) of the installation of the Hardware and
Software. Thereafter the prices shall be no higher than the Vendor's prices for similar installations in Texas.
Vendor warrants and agrees that all system components required to cause the Hardware and Software to properly
function are contained elsewhere in this document and that all such components, or equivalent substitutions, are now in
and shall remain available from, regular stock for a period of ten (10) years commencing with Hardware and Software
Cutover at each Site and shall be installed within a reasonable time after receiving a request and order from the Owner
for the same.
6. Scope of Work - Pricing shall be used for the purpose of computing the final price for the Hardware and Software at
each Site listed elsewhere in this document. After acceptance thereof by Owner, an inventory shall be undertaken
jointly by Owner and Vendor determining the number of units of any component part of the Hardware and Software
that vary from the number of such components set forth in Scope of Work. The price for the Hardware and Software
shall be increased and/or decreased at the unit prices set forth in and the amount thereof shall be deducted from or
added to the sale price of the Hardware and Software to Owner.
All materials and workmanship shall be subject to inspection and test by Owner prior to Cutover. Upon completion of
installation, Vendor shall notify Owner, in writing, that the Hardware and Software at each Site are ready for inspection
and test. Owner and Vendor shall inspect and test the Hardware and Software in accordance with the applicable
Manufacturer installation manuals and Owner specifications. Owner reserves the right to reject any Hardware and
Software which contain defects in material or workmanship or which fail to meet the specifications identified in the
proposal or Vendor's warranties (expressed or implied). Rejected Hardware and Software shall be removed at the
expense of Vendor, including transportation both ways, promptly after notification of rejection. As to rejected goods,
Vendor shall bear all costs, inspection and risk of loss. Payment by Owner for Hardware and Software supplied
hereunder shall not constitute acceptance thereof if subsequent inspection discloses defects in material or
workmanship, or failure to meet the specifications contained herein.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or
outside their respective companies.
Agreement No. T00983AU - A
Page 2 of 9
At such time as all such inspections and tests shall have been completed to Owner and Vendor satisfaction, Vendor
shall give Owner written notice of completion and notice of the date on which the Hardware and Software shall be
placed into service ("Cutover"). On the date of Cutover, Vendor shall notify Owner in writing that the Cutover has
occurred.
Within thirty (30) working days following Cutover, Owner shall either accept the Hardware and Software in writing,
("Acceptance"), or notify Vendor, in writing, of any defects in material or workmanship, or failure of the Hardware and
Software, or any component of the Hardware and Software, to meet and perform in accordance with the specifications
referenced elsewhere in this document. With respect to any such defects or failures, Vendor shall proceed
immediately to rectify defects and failures and notify Customer when such remedy is correct. As soon as all
defects or failures relating to Cutover are rectified and made acceptable to Owner, Owner shall notify Vendor of
Hardware and Software Acceptance in writing.
Provided, however, that the failure of the Owner to notify Vendor, in writing, of its Acceptance within the times set
forth above after Cutover, (or within twenty-one (21) calendar days after notification from Vendor that remedial work
has been completed, or when the equipment is being used for the purpose for which it was designed), shall be deemed
to constitute Acceptance of the Hardware and Software. Nothing in this paragraph shall limit Vendor's warranties,
representations and other agreements in this Vendor Agreement with respect to defects, faulty workmanship and
satisfactory operation of Hardware and Software. Any consent required of either party hereunder shall not be
unreasonably withheld.
8. Title to the Hardware and Licensed Software herein described shall not pass until the Acceptance by Owner,
notwithstanding any agreement to the contrary, (including but not by the way of limitation, any agreement to pay
freight, express or other transportation or insurance charges). Risk of loss prior to such actual Acceptance by Owner
shall be borne by Vendor. Nothing contained in this agreement shall be construed as depriving Owner of its interest, or
limiting such interest in the Hardware and Software described in this contract agreement prior to such actual
Acceptance by Owner.
9. If Owner, after prior written agreement as to delivery date, fails to take delivery of.any portion of the Hardware and
Software upon arrival, then Vendor shall have the right to place the Hardware and Software in local storage and Owner
shall be liable for all transportation to and from the local storage site, loading, storage and associated costs thereby
incurred by Vendor.
10. Vendor represents to Owner that it is, or shall become familiar with all of the applicable building, zoning, electrical and
other codes, regulations, ordinances, statutes and/or laws applicable to its installation of the Hardware and Software
and any additions thereto, or any service and/or replacement thereof and shall fully comply with the same, including,
but not limited to, the obtaining and paying for all usual and ordinary Vendor -required permits, licenses or other
governmental authorizations to perform its installation work and that it shall, jointly and severally, indemnify and save
the Owner harmless from its failure to comply with the same. Vendor at its expenses shall, upon demand of any
governmental authority having jurisdiction over the Hardware and Software, make any repairs, replacement and/or
modifications required by such governmental authority to comply with any such applicable governing codes,
regulations and/or laws that Vendor failed to comply with at time of original installation, addition, move or
modification. The indemnity contained in this paragraph shall be in effect for the term of this Agreement.
11. Delivery shall be made to Owner's receiving area or designated installation sites, not to individual employees or
departments of the Owner and to the attention of the Vendor.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or
outside their respective companies.
Agreement No. T00983AU - A
Page 3 of 9
12. Time is of the essence in this Agreement. All Hardware and Software shall be cutover within 30 work day of receipt of
contract signed by both parties, and no earlier than 15 work days after the equipment has been received on Owner's
site. Vendor and Owner agree and acknowledge that in the event that all hardware and Software has not been cutover
within the time period provided in this paragraph, Owner shall suffer substantial damages the amount of which is not
readily ascertainable or capable of estimation. Vendor and Owner therefore agree that $2,500.00 shall be deducted by
Owner from the total contract price set forth in Scope of Work each day or fraction thereof that cutover of all Hardware
and Software is delayed beyond the agreed date required for such cutover. The amount of such deduction shall not
exceed ten percent (10%) of the total contract price set forth in Scope of Work document.
The agreed cutover date shall be extended if said cutover date is made impossible by virtue of any of the matters set
forth in paragraph 20 of this part of the agreement. This date is contingent upon fiber baseline results of completion
guidelines provided by the City of Lubbock to Vendor by no later than May 15t°. These results must meet the
minimum requirements for loss budget required by NorTel equipment specifications.
13. Owner reserves its right to reject any Hardware and Software and to cancel all or any part of this Agreement prior to
completion of installation of all Hardware and Software and Acceptance if one or all of the following events of default
shall occur hereunder whether voluntary or involuntary, by operation of taw or pursuant to any order of any court or
governmental agency:
13.1 Vendor shall fail to deliver all or any component of the Hardware and Software set forth in Scope of Work,
in accordance with the terms, conditions and specifications in this agreement, unless changes to the
specifications are requested, in writing, by Owner in accordance with paragraph 5 of this agreement; or
13.2 Vendor shall fail to perform or observe any other condition or provision as required under this Agreement
and such failure shall continue for a period of ten (10) days after written notice thereof from Owner.
13.3 Vendor shall fail to install the latest releases of the proposed Hardware and Software.
The Vendor's failure to perform under these sub -paragraphs (13.1) and (13.2) immediately above is subject to the
matters set forth in paragraph 20 of this agreement.
In the event Owner elects to terminate all or part of this Agreement in accordance with the terms and conditions set
forth here, it may do so without liability, except for Hardware and Software set forth in Scope of Work for which there
has been Acceptance and for Hardware and Software which has been delivered to any Site in accordance with agreed
upon delivery schedule of both Owner and Vendor, for which payment shall be made by Owner in accordance with the
terms of this agreement.
14. The Owner's or Vendor's failure to enforce any provisions of this Agreement shall not in any way affect, limit, or waive
Owner's or Vendor's right thereafter to enforce and compel strict compliance with every provision.
15. Vendor makes the following warranties to Owner for the Hardware and Software:
15.1 Vendor shall, at the date of delivery, have good title to any and all Hardware and Software supplied
hereunder and the Hardware and Software shall be free and clear of any and all liens and encumbrances.
15.2 Any and all Hardware and Software shall not infringe on any patent or copyrights and Vendor agrees to
indemnify Owner for any infringements.
15.3 Any and all Hardware and Software supplied hereunder shall be new and of merchantable quality and in fully
operative condition at the time of Acceptance of the Hardware and Software at each Site as listed in Scope of
Work.
15.4 Any and all Hardware and Software supplied hereunder shall be fit for the particular use intended; shall be
free from defects, whether patent or latent, in material or workmanship; and shall be in full conformity with
the specifications contained in this agreement.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or
outside their respective companies.
Agreement No. T00983AU - A
Page 4 of 9
Vendor agrees that the foregoing warranties shall be in addition to any warranties or additional scope given to Owner
by Vendor in this Agreement. The warranties contained in (15.1), (15.2), (15.3) and (15.4) above shall be effective for
a minimum period of twelve (12) calendar months from the date of Acceptance of the Equipment.
Vendor's entire obligation and liability pursuant to the warranties contained in sub -paragraphs (15.3) and (15.4) above
shall be exclusively limited to repair, replacement or substitution of defective work or Hardware and Software
components at its own cost and expense. Vendor shall have the option of repairing the Hardware and Software in place,
or returning the Hardware and Software to other premises for repair. In the latter case, Vendor shall replace the
Hardware and Software being repaired with like hardware and Software at no further, detriment in service to Owner.
Said warranties do not cover the repair, replacement or substitution of defective work or components that are:
15.5 Lost or stolen while under the direct care or control of the Owner, or
15.6 Damaged by Owner's negligence, misuse or abuse; or
15.7 Damaged directly or indirectly by causes otherthan ordinary use including, but not limited to fire, steam,
vandalism, storm, water, power failures, or heating or cooling failures provided such failures are not a result
of any failure of the Hardware and Software to meet Hardware and Software Specifications; or
15.8 Altered or repaired by Owner or its agents without Vendor's consent (except repair and/or replacement made
by others resulting from the failure of Vendor to respond, timely, as set forth in the Maintenance Agreement
T00983AU-B, attached as Appendix B).
16. For a period of ten (10) years beginning with the date on which there has been Acceptance at all sites, Vendor, at its
own expense, shall indemnify and hold Owner harmless from and against any and all claims, cause of action, liability,
costs, damages and expenses (including court costs and attorneys' fees) which are asserted against or are incurred by
Owner and which are related to any claim that the hardware and the software, or any portion thereof, infringes the
intellectual property rights (including, but not limited to, proprietary information, confidential information, trade
secrets, copyright, trademark, trade name, or patent) of any other person or entity. Owner shall
notify Vendor promptly in writing of any lawsuit which is served against Owner based upon such alleged infringement.
Vendor shall have joint control with Owner of the defense of any such lawsuit and all negotiations for its settlement or
compromise. Without limiting the foregoing in any way, in the event that the Hardware or Software, or any portion
thereof, becomes, or in the Vendor's opinion is likely to become, the subject of a claim of infringement of a United
States Copyright or Patent on any other intellectual property rights of any other person and entity, Vendor may, at its
option, either secure Owner's right to continue using the Hardware and Software, or replace or modify it with
functionally equivalent Hardware and Software to make it non -infringing. In the event that Vendor replaces or modifies
the Hardware and Software or any portion thereof, to make to it non -infringing, Vendor shall pay or reimburse Owner
for all costs, expenses and losses incurred in connection therewith including, but not limited to, costs, expenses and
losses incurred in connection with retraining Owner's employees to use the new or modified Hardware and Software
and reimbursement for the time spent by Owner's employees to be retrained.
17. Vendor represents and agrees that all goods herein described shall not be manufactured, sold, priced, transported, or
installed in violation of any Federal, State or Local law or any lawful order, rule, or regulation issued hereunder.
18. Vendor agrees that for a period of nine weeks, Vendor will provide a Nortel engineer at Owners site to assist with
informal training, configuration, troubleshooting and monitoring of the Hardware and Software If the Owner requires
training before the period described above, Owner will be responsible for payment of said training, which is offered at
$1875.00 per employee per class. Available classes are Fundamentals of Sonet 101 and Sonet Installation &
Maintenance,
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or
outside their respective companies.
Agreement No. T00983AU - A
Page 5 of 9
19. Vendor acknowledges that from time -to -time so-called new software releases shall be necessary and/or beneficial to the
efficient and proper function of said Hardware and Software. Vendor agrees as follows:
19.1 any such "program update" which is required and/or necessary to correct any deficiency in the initial
installation shall be provided at no cost to Owner,
19.2 any "program update" which is required to cause the initial system to perform in accordance with the
specifications shall be provided at no cost to Owner; and
19.3 any such "program update" developed by Manufacturer which shall add features and/or functions to the
original system, not called for in the original specifications, shall be brought to the attention of the Owner by
the Vendor as soon as practical and Owner shall have the option to acquire the same, at the lowest price at
which the same is being offered by Vendor to other clients. This provision shall apply only to newly
developed features and/or functions and the notice by Vendor to Owner shall fully describe the features
and/or functions so developed and the installed price for the "program update".
20. Neither patty's performance under this Agreement is subject to acts of God or public enemy, accident, theft or
unexplained loss, fires, floods, storms, water, power failures, riots, insurrection, civil commotion, war, directives of
civil or military authorities, strikes or picketing, or any other cause beyond either party's reasonable control.
21. All written notices required or permitted to be given under this Agreement to any party shall be given at the address
shown in the preamble to this Agreement, or to such other address as may be communicated to the other parties in
writing and in the case of notice to the Owner, shall be sent to the attention -of the Managing Director of Information
Technology. All written notices shall be sent by certified mail, return receipts requested.
22. This Agreement may be terminated by Vendor at its option at any time if any or all of the following events of default
shall occur hereunder, whether voluntary or involuntary, by operation of law or pursuant to any order of any court or
governmental agency:
22.1 Owner shall fail to make any payment hereunder when the same shall become due and such failure shall
continue for a period of thirty (30) days after written notice which notice shall make specific reference to this
paragraph and the rights arising hereunder, or
22.2 Owner shall fail to perform or observe any other covenant, condition or agreement as required under this
Agreement and such failure shall continue for a period of thirty (30) days after written notice thereof from
Vendor to Owner.
The performance by Owner is subject to the matters set forth in paragraph 20 in this agreement.
In the event Vendor elects to terminate this Agreement in accordance with this paragraph, it may do so
without liability and it shall be entitled to payment from Owner for Hardware and Software installed and
cutover and subsequently accepted in accordance with the terns, conditions and specifications contained
herein, for which payment shall be made by Owner in accordance with the terms hereof.
23. Vendor shall have the right to subcontract, in whole or in part, the installation services to be provided under this
Agreement, but shall not be relieved of its duties and liabilities under this contract agreement; provided, however, that
the Vendor submits to Owner a list of proposed subcontractors (except manufacturer) two (2) weeks prior to any
installation performed by subcontractor and provided the Owner shall have the right to reject any subcontractor for any
legal purpose.
24. Except as agreed to herein, Vendor shall not be liable under any circumstances for incidental, consequential, or indirect
damages caused by its failure or delay in its performance hereunder.
25. Rack elevation drawings after the aforementioned installation of equipment is complete, of all rack equipment, cable,
terminal strips, and terminations, all labeled at all three locations.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or
outside their respective companies.
Agreement No. T00983AU - A
Page 6 of 9
26. Upon execution of this Contract, Vendor shall provide Owner with a performance bond in accordance with Chapter
2253, Texas Government Code in the amount of 100% of the total contract price and a payment bond in accordance
with Chapter 2253, in the amount of 100% of the total contract price. Said statutory bonds should be issued by a
company carrying a current or Best Rating of A or superior.
27. Vendor warrants for a period of twelve (12) months from the Acceptance Date that the equipment shall operate as a
system and that the Hardware and installation services furnished by Vendor under this Contract shall be free from
defects in material and workmanship and shall conform to the specifications in the Vendor's proposal. If warranty
work is necessary, Vendor will, at its option, repair the system in place or accept return of the system, or components of
the system, for repair or replacement. Such repair or replacement, including parts, labor and transportation, shall be at
the Vendor's sole expense.
28. In the event of an unforeseen occurrence not under Vendor's control that renders the equipment of the system
inoperable, Vendor agrees to restore Owner's communication system to a fully operational status as soon as possible.
Owner agrees to pay for expedite shipment, equipment, software and labor charges that may be incurred under this
paragraph, if service is requested by Owner.
29. The validity, performance and all matters relating to the interpretation and effect of this Contract and any amendment
thereto shall be governed by the laws of the State of Texas.
30. The Owner is a tax exempt entity and will provide proof of this status to Vendor upon request.
31. The Owner is subject to the Texas Freedom of Information Act.
32. This Agreement shall bind the parties hereto and their respective successors and assignees, provided, however, with the
exception of assignment to Vendor's Subsidiaries, parent company or affiliates, Vendor shall have no right to assign
this contract without the written consent of Owner. Except in the case where Vendor ceases to be the authorized
representative for Manufacturer and Owner requires Vendor to assign this Agreement, no such assignment shall relieve
Vendor from any responsibility, obligation and/or liability herein contained and all claims, causes of action, rights and
remedies of Owner hereunder shall survive that assignment and both Vendor and its assignee shall be liable to Owner
therefore, without respect to when the event giving rise thereto occurred.
33. Payments to the Vendor shall reflect a schedule of values that correspond to the progress of the project. The Owner
shall retain a 10% portion of payment that will be relieved upon final acceptance of the work Proposed payment
schedule includes (percentages of total contracted amount): 40% upon on -site equipment delivery and 50% upon
complete system operation. The Owner shall pay the Vendor for Hardware and Software in accordance with the
progress payments proposed herein and/or in Scope of Work upon final contract negotiation between Owner and
Vendor.
34. Final Payment
34.1 Final payment, constituting the entire unpaid balance of the Contract Sum, will be made by the Owner when (1)
the Contract has been fully performed by the Vendor as determined by Owner and (2) the completed Project has
been accepted by the Owner as described in paragraph 33 above.
34.2 Neither final payment nor any remaining retained percentage shall become due until the Vendor submits to the
Owner:
34.2.1 an affidavit that payrolls, bills for materials and equipment and other indebtedness connected with the Project
have been paid or otherwise satisfied,
34.2.2 a certificate evidencing that the required insurance will remain in force after final payment and will not be
canceled or allowed to expire until at least 30 days prior written notice has been given to the Owner, while Vendor
is supplying Services to Owner.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or
outside their respective companies.
Agreement No. T00983AU - A
Page 7 of 9
34.2.3 a written statement that the Vendor knows of no substantial reason that the insurance will not be renewable to
cover the period required by the Owner,
34.2.4 consent of surety to final payment,
34.2.5 other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens,
claims, security interests or encumbrances arising out of this Contract, to the extent and in such form as may be
designated by the Owner and
34.2.6 written warranties and other documents required by the Contract.
34.3 Acceptance of final payment by the Vendor shall constitute a waiver of all claims by the Vendor except those
previously made in writing and identified by the Vendor as unsettled at the time of final Application for Payment.
35. The Vendor and the Owner agree that the Owner shall not pay and the Vendor shall not demand any interest payments
if the Owner fails to make a timely payment under this Agreement, as provided in Article 601f, Tex. Rev. Civ. Stat.
Ass., as amended.
36. The Owner reserves the right to change and replace any hardware and or software in this specification if a replacement
or upgrade for any piece of hardware and or software which is identified in this specification has been upgraded by
manufacturer prior to "Notice to Proceed" by Owner. Additional costs if any, shall be competitive and mutually agreed
between Owner and Vendor.
37. This is the entire Agreement between Vendor and Owner and there are no other agreements, verbal or written,
undertakings, warranties expressed or implied, modifications, or changes deviating from the terms hereof, (except as
may be provided by law) and, to the extent any such understandings, agreements, or undertakings do, in fact, exist, the
same are hereby canceled and merged into this Agreement and this Agreement may only be modified by a document, in
writing, subscribed by both parties subsequent to the date hereof.
38. Insurance Requirements: The Vendor shall not commence work under this Contract until he has provided evidence of
ability to self -insure, and that all insurance coverage required hereunder and certificates of such insurance have been
filed with and approved by the Director of Technology and the Risk Management Coordinator. The Vendor shall
provide and maintain insurance until the work covered in this Contract is completed and accepted by the Owner. A
waiver of subrogation ion applies to all coverages in favor of the City of Lubbock. The minimum insurance coverage shall
be as follows:
Type of Coverage
Limits of Liability
A. Workmen's Compensation
Statutory
B. Employer's Liability
$100,000
$300,000
C. Comprehensive General Liability
a. Other than products and each
$1,000,000
$1,000,000
completed operation
Each Occurrence
Total Aggregate
b. Products - Completed Operations
$1,000,000
$1,000,000
Each Occurrence
Aggregate
D. Comprehensive Automobile Liability
a. Bodily Injury
$300,000
$500,000
Each Person
Each Occurrence
b. Property
$300,000
$500,000
Each Occurrence
Total aggregate
E. (deleted with permission of Risk Management)
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or
outside their respective companies.
Agreement No. T00983AU - A
Page 8 of 9
F. Umbrella Liability
Minimum Limits $1,000,000 each occurrence
Bodily Injury Liability $1,000,000 aggregate
G. Builder's Risk Insurance
The Vendors shall obtain at his expense Builder's Risk Insurance against the perils of fire, lightning,
windstorms, hurricane, hail, explosion, riot, civil commotion, smoke, aircraft, land vehicles, vandalism and
malicious mischief in the amount of insurance equal at all times to the insurable value of materials delivered
and labor performed. Owner will be listed as loss payee as their interest may appear. The policy shall have
endorsements as follows:
1. This insurance shall be specific as to coverage and not considered as contributing insurance with any
permanent insurance maintained on the present premises.
2. Loss, if any, shall be adjustable with and payable to the Owner as Trustees for Whom it May Concern.
3. This provision shall not release the Vendor of his obligation to complete the work according to the plans
and specifications.
H. Flood Insurance
(NOTE: Under item C above, "Comprehensive General Liability, this Insurance requirement is not intended to
be compounded with a Vendor's constantly maintained General Liability, provided such insurance covers the
requirement of item No. 3 above.)
39. The total price of the contract is Two hundred two thousand eight hundred and twelve and seventeen /100 Dollars
($202,812.17) for Equipment and Services described in this Agreement for the locations 916 Texas Ave, 1515 E.
Ursuline and Water Treatment Center or Lubbock International Airport Buildings)
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or
outside their respective companies.
Agreement No. T00983AU - A
Page 9 of 9
EXECUTIONS
IN WITNESS WIiEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
pff
, :: •CK
1 �
WINDY SITTO10
Mayor
ATTEST:
e ell City S
City Secretary -
APPROVED AS TO CONTENT:
Sharlett Chowning
Managing Director of Information Technology
SOUTHWESTERN BELL
.Regional Vice Zsresi46nt-Select Accounts
APPROVED AS TO FORM: -
William de Haas
Competition and Contracts Manager
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution within or outside their
respective companies.
Resolution No. 2000-R 0128
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
WHEREAS, City of Lubbock (*Customer") and Southwestern Bell Telephone Company ('SWBT") entered into a Master
Agreement No. T00983AU-A and T00983AU-B (the'Agreement'); and
WHEREAS, Customer and SWBT desire to describe SERVICES and provide MATERIAL as provided in the Agreements
hereinafter set forth;
NOW, THEREFORE, in consideration of the covenants hereinafter contained, the parties agree:
SCOPE OF WORK
For
SONET EQUIPMENT INSTALLATION
Of Nortel Equipment
GENERAL DESCRIPTION INSTALLATION BY NORTEL:
The following sections outline the Scope of Work for Engineering and Installation Services of Transmission Equipment in
the customers' site (Central Office / CEV / Hut / Customer Premise). The Pricing submitted is based on the Scope of
Work under this Agreement as stated. Nortelwill Engineer, Install and Test the requested OPTICAL equipment at a total
of 3 locations.
Installation:
1) Perform all Installation activities per the Nortel Publications (NTP) and the Nortel Installation Quality Manual
(IQM-01).
2) Nortel personnel will review with the Customer personnel, prior to the installation, all aspects of the installation
activities and define details of Inter -company procedures and Scope of Work changes.
3) Perform Installation and test, in general this will include:
A). Secure Equipment:
• Mount and erect equipment In the Customer's existing equipment area.
This activity Includes:
• Top support the bays to existing superstructure / ironwork
• Bottom support the equipment bays to the floor
B). Cabling:
• Run and connect external cabling. This activity Includes:
• Power and Ground leads for 'A* and 'B' feeds to BDFB / Power Source
• Relay Rack/ Earth Ground to Water pipe / ground bar
• Audible and Visual alarms to aisle terminal strip / alarm bay
• Optical fibers to Fiber Patch Panel
• DSX 1/3 circuits to DSX Patch Panel
• External Sync (ESI) to Bits Clock Panel
• Miscellaneous telemetry alarms to scanner points
C). In -bay Test:
This activity includes:
• Verify continuity on all external cabling
• Audible and Visual alarms to aisle terminal strip / alarm bay
• Optical fibers to Fiber Patch Panel
• DSX 1/3 circuits to DSX Patch Panel
• External Sync (ESI) to Bits Clock Panel
• Power -up bay verifying each load for "A' and 'B" feeds to Power Source per NTP procedures
• Data -fill each Network Element System
D). End -to -End System Line-up & Test (SLAT):
This activity Includes:
• Verify Transmission signals for all equipped circuits between each Network Element site
• Optical fibers from Optical transmit card to Optical receive card
• DSX 113 circuits from DSX Patch Panel to DSX Patch Panel
• External Sync (ESI) to Bits Clock Panel
• Ensure shelf clock setting is valid
• Test the status of the CNET and LAPD communications
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 1 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
Force database backups for each network element
Checks for traps and/or swerrs
Perform test procedures per NTP
INSTALLATION WITH ONSITE FIELD ENGINEER:
The on site Installation Engineer will perform circuit provisioning & equip plug in packs as required for the optical
installation only. This work will be performed on Nortel Networks equipment only and will not Include equipment
installation or wiring. The Engineer will be on site for a period of not less than 45 days.
The onsite Field Engineer will assist with any training, configurations, troubleshooting, and or monitoring of the hardware
and software. This shall be for a period of nine weeks.
ITEMS EXCLUDED FROM THIS SCOPE OF WORK FOR INSTALLATION:
• Installation personnel shall not repair Equipment, whether or not the Equipment requiring repair is in
warranty. Such repair shall be performed according to Nortel's Standard Repair and Return Procedures.
• Any engineering or re -engineering of existing equipment, whether previously supplied by Nortel or by
another vendor.
• Any and all items which are not specifically described within this Scope of Work as being provided by or
the responsibility of SWBT.
• Direct attachment of AC wires to circuits other than through a UL-approved connectorized electrical outlet
or other work requiring an electrician.
CUSTOMER RESPONSIBILITIES FOR INSTALLATION:
With respect to any Services provided as part of this Agreement, Buyer shall be responsible, at no charge to SWBT, for
the following:
• Providing site access, pass, badges and escort (as required) to Nortel at such times as mutually agreed.
• Provide storage area for all equipment & material for delivery to site at the agreed to Installation start date.
• If Installation activities are suspended due to the site not being ready, or changes to the scope of the job.
Buyer will notify field management when installation may re -commence. Two week's notice is required by
Nortel field management in order to allow scheduling of personnel. In this case, a re -mobilization charge
of $1500 per Field Technician will apply which is in addition to all costs contained herein. Corresponding
changes will also be made to the schedule for completion of the job.
• Quote assumes all Customer facilities are ready and available at the start of installation. Should the
unavailability of facilities cause Nortel to halt installation, a $1500 per Field Technician restart fee covering
the additional travel costs will be charged. (Facilities: building access, outside plant connections between
sites fiberlcopper)
• Installation work performed outside this Scope of Work will be charged at a negotiated rate per hour plus
expenses if performed Monday -Friday 8am-5pm. Also, delays outside of SWBTs control that Impede the
progress of the installation will be charged at this rate. These items to be discussed and signed off by the
Customer appointed primary contact.
• Providing reasonable security and storage facilities at Buyer's expense as appropriate for equipment and
tools used by SWBT.
• Providing access to washroom facilities twenty-four (24) hours a day.
• All sites meet OSHA requirements.
• All sites are to be accessible by 2-wheel drive vehicle.
• One Customer representative will be assigned to the work site for security purposes unless agreed to and
signed off by the Customer.
• Buyer is to make telephone service available at all sites for maintenance communications prior to, the
start, and throughout the duration of the Installation activity in case of medical emergencies.
• Buyer is to provide unimpeded access to all sites Monday -Friday 8am-5pm.
• Buyer is to insure 110 VAC power will exist at all sites during installation.
• Buyer will notify Project Engineer within twenty-four (24) hours, if Engineering activities are suspended
due to the site being canceled, or changes to the scope of the job. The Buyer shall be charged for the
Engineering cost incurred for the work activity completed plus a $2000 cancellation fee for any time and
expense for travel incurred for the canceled site.
GENERAL WORK ASSUMPTIONS FOR INSTALLATION:
This Agreement is based on the following assumptions:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 2 of 13
Agreement T00983AU A
T00983AU 8
Scope of Work
Appendix A
• All work activity will be performed during the hours between Monday -Friday 8am-5pm. Hours worked
outside 8-5 and/or above 8 hours will be charged @ 1.5 times the rate Monday through Friday, Saturday's
double time and Sundays & Holidays triple time.
• SWBT requires two -week lead-time notification to secure resources.
• Any Customer supplied equipment is installed and ready for use as required.
• SWBT's prices are based on its use of non -union labor at all sites. When required, union labor will be
provided at an additional cost to Buyer.
• Buyer is to make telephone service available at all sites for maintenance communications prior to, the
start, and throughout the duration of Nortel's installation activity In case of medical emergencies.
• Buyer is to provide unimpeded access to all sites Monday -Friday 8am-5pm.
• Buyer is to insure 110 VAC power will exist at all sites during installation.
• One individual shall be designated as SWBT's point of contact, this individual shall have final say in all
matters.
• Bays to be mounted on concrete floors and not a raised floor. There are no asbestos floor and ceiling
tiles.
• Environmental conditions meet Nortel's requirements.
• Unobstructed access for delivering equipment to the site location.
• No additional OEM equipment or hardware to be installed, moved, or removed other than what is listed in
the agreed Scope of Work.
• Any Changes to the Scope of Work will require additional charges.
• No installation Related Material (IRM) included.
All work performed requires only standard installation tools and test equipment
BRIEF DESCRIPTION OF THE NETWORK SCOPE OF WORK
Engineer and Install the following equipment at 3 sites. The two main sites and one remote site to be determined.
HUB
F D ADMIN
OC-12X
Install Bay Power & Testing
1
1
Install and Terminate DS1 Cables
-1-28 DS1s
1
1
Cable 1 - 3 OS39
1
1
Install EIM Kit
1
1
OC-3 Tributary
1
1
Transportnode OC48 Bay
1
1
Installitest OC-48 shelf configured as Ring
1
1
Patchcords
4
4
Optical Tributary
2
2
DV-46 Shelf e/w 1 EncoderlDecoder card
1
1
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 3 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
SiTE DETAILS
a). Site:
• The bay(s) are mounted on a concrete floor.
• All ironwork is existing.
• All cable racks is existing.
• All fiber duct is existing.
• All cables are to be run unsecured in the existing cable rack or fiber duct.
• All power and ground cable runs are 50 ft.
• All DSX-1 cable runs are 50 ft.
• Wire DSX 1 circuits as shown
• All DSX-3 cable runs are 50 ft.
• Wire DSX 3 circuits as shown
• All Optical cable runs are 50 ft.
• All Alarm cable runs are 50 ft.
• All Miscellaneous Telemetry cable runs are 50 ft.
• No twenty-four (24) Bit Error Rate Testing is required.
• No Barcoding equipment is required.
• No DS1131VF Traffic conversions or cut-overs are required.
Engineering:
Service Package SERV0004 (Basic)
1) Generate site Installation documentation package per Service Package ordered.
2) Project coordination and Engineering telephony consultation for on -site
installation team.
3) Does not include Updating Customer Office records.
3) Does not include Updating Customer Electronic Database.
SWBT ASSUMPTIONS:
1. SWBT assumes that the work will be performed during normal business hours: Monday - Friday, 7.00am - 6:00pm.
Work beyond this schedule requires the approval of SWBT or overtime rates will be charged to the Customer via a
Change Order.
2. SWBT reserves the right to bill the Customer for time lost or re -trips caused by the Customer. Time lost examples
include, but are not limited to:
0 Unavailability of required space or material furnished by the CUSTOMER.
0 Safety problems that are the responsibility of the CUSTOMER.
0 CUSTOMER initiated changes in the scope of work.
0 . lack of knowledge of the job by Customer designated contacts.
3. SWBT assumes that requests for changes to this Scope of Services will require a signed Change Order.
4. SWBT assumes that the demarcation point of the network service (demarc) Is within 50 feet of the rack in which the
equipment will be mounted.
5. That the basis requirements set out by the manufacturer's equipment are met In the physical requirements,
electrical, and environmental which will be provided prior to start of installation. (minimum requirements prior to
installation will need to be met according to chosen Vendor equipment)
SWBT Responsibilities:
1. SWBT will work with Vendor to develop a procedure to insure notification of the dispatch of a technician to work on
any reported trouble report for smooth integration of the proposed Surveillance and Tier I support for the Sonet
Network.
2. SWBT will work with Vendor to coordinate the training of SWBT technicians on the accepted Sonet equipment and
all hands on training on the actual Installation of equipment.
3. SWBT will develop an Escalation policy and to follow when dispatch of technicians is required for this network, once
the contract is signed.
4. SWBT will have a vendor Field Engineer onsite for nine weeks if the chosen vendor is Nortel equipment at no cost
to the customer.
5. The field engineer will assist the two SWBT sonet technicians in hands on installation training and configuration of
the equipment, and any local City of Lubbock persons responsible for this equipment.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 4 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
The Nortel vendor has provided incentives to train the local sonet technicians for the maintenance and installation of
this equipment. SWBT techs will be trained In the Nortel Networks Sonet equipment to maintain this equipment.
SWBT technicians will be the field forces dispatched by the Nortel Tier I and proposed Surveillance support to work
to resolve any trouble that requires field assistance.
WARRANTY:
All SWBT supplied electronic components within the network contains a 30-day parts and labor warranty from the date of
Installation. During the 30 days, SBNI will address any warranty issues and work with the manufacturer is equipment is
defective. In addition, the equipment includes a manufacturer's warranty (hardware 1 years, software 1 year) that begins
from the date of shipment.
PROFESSIONAL SERVICES
Tier I Support and Surveillance by Nortel:
Surveillance Tier I Support
Surveillance, Analysis and Trouble Management
Introduction
This document presents Nortel Networks functional definition of the Surveillance, Analysis and Trouble Management
Service. The service is defined for Nortel Networks and does not represent a specific service offering from a specific
Operations Center. The selection of a servicing Operations Center for a particular customer will be based upon the
network configuration and the combination of services provided.
Overview
Nortel Networks Operations Center provides state of the art capabilities for monitoring and managing customer's Network
Elements. The Operations Center has the capabilities of 24 hours a day, seven days a week remote monitoring and
access to all contracted network elements of City of Lubbock network, as well as Trouble Management and Reporting.
Nortel Networks offers varying degrees of surveillance. The most basic type of service will detect an alarm or threshold
overflow event and, depending on the customer agreement, either notify City of Lubbock technician or log the event and
forward the information to the site technician when the technician arrives on site during normal office hours. More
aggressive levels of analysis and remote fault correction are available at an additional price. Any activities beyond this
basic service will involve inserting degrees of maintenance into the customer agreement. Network Element Surveillance
offers both reactive maintenance service as well as proactive maintenance service, which Is geared to find problem areas
before they manifest into network or network element event conditions.
The Surveillance and Analysis Services can be defined as basic service plus optional services depending upon attributes
of the service and the agreement with City of Lubbock. Trouble Management is an Integral piece of the surveillance
functionality and is provided as part of all surveillance services. The value to City of Lubbock increases as expanding
levels of functionality are added to the service provided. The following chart depicts these expanding levels of
functionality:
Tier I Basic Surveillance and Analysis service has the following attributes:
• Network Acceptance
- Verification of DCN stability and connectivity
- Verification of alarm visibility and remote telemetry
- Full Network/ Facility image / profile
- Surveillance Platform provisioning
- Network systems integrity check
- Initial Circuit provisioning
• 7X24 network monitoring and support.
• Remote monitoring of alarms from each Span of Control via the OPC Ethernet or serial TL-1 port
• Remote troubleshooting of all alarms
• Method of procedures
• Remote validation of alarms prior to dispatch
• Management of resources for problem resolution
• Trouble ticketing, screening, and tracking of all alarms (CR, MJ, MN)
Monthly reports
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 5 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
The Norte[ Networks Operations Center technicians are fully trained in the surveillance and maintenance of all of the
managed network components and environmentals.
Network Element Surveillance
Network Element (NE) Surveillance provides the capability to detect and monitor NE alarms and alerts. An Alarm is
defined as all types of events that are associated with faults, which are malfunctions of hardware, programs and data
errors. An Alert is defined as a notification that a user -selectable performance threshold has been reached. NE events
generate alarms and alerts that may be recognized in near -real time or buffered at the site and forwarded when some
predefined threshold is met. Alarms provide information that indicates the nature and severity of the fault.
The following is a sample of the Statement of Work (SOW) associated with surveillance combined with reactive
maintenance. Operations Center Surveillance Technicians perform the following tasks for each Network Element under
contractual responsibility by the Operations Center.
• Event Recognition
• Event identification
• Fault Isolation
Upon alarm recognition, the Operations Center Surveillance technician opens a Trouble Ticket and assigns a Priority
classification based upon the severity of the problem. The Surveillance team then attempts remote resolution and, if
unable to correct the event, dispatches the problem to the next level of support as stipulated in the customer Service
Level Agreement (SLA).
Network Element Analysis
The Operations Center Analysis Technicians receive open Trouble Tickets from the Surveillance Team after they have
attempted the initial level of trouble resolution. The Operations Center Analysis team's goal is to accurately analyze any
network element fault, Isolate the cause of that fault, and repair that fault. If the Analysis technicians are either unable to
repair the problem, they dispatch the Trouble to the next level of support as specified In the SLA.
NMC Analysis Technicians are also able to perform a Root Cause Analysis of critical issues and outage conditions on the
managed network elements. Technicians analyze these alarms through reviewing the history of the respective Network
Element Trouble Tickets, analyzing the Logs and available Performance Measurements (PM), retrieving data from the
OSS, and gathering Information from all resources available within the Operations Center. The Operations Center tracks
this analysis and can publish the subsequent report to the City of Lubbock.
The Analysis functions are as follows:
• Fault analysis and reporting
• Fault resolution
• Root Cause Analysis of all critical issues and outage conditions
• Follow vendor approved trouble shooting and trouble clearing techniques
• Dispatch or refer troubles to the next level of support based on contractual agreements
Trouble Management
Trouble Management service provides for the management and tracking of trouble reports that are Initiated as a result of
the Operations Center Surveillance and Analysis functions. Trouble Management is an integral piece of the Surveillance
functionality and is provided as part of all surveillance services. The following is the list of the functionality that is provided
by Trouble Management:
• Open, update, close, or escalate Network Element Trouble Tickets as required
• Track the resolution of Trouble Tickets as required
• Notify City of Lubbock of alarm conditions per the Service Level Agreement (notifications are standard and immediate for
all Priority 1, 2, and 3s)
• Monitor the status of all Open Trouble Tickets
• Provide the appropriate Trouble Ticket schemas in order to communicate with the Operations Center Trouble Management
System (TMS)
• Dispatch[Refer/Escalation of unresolved troubles to the appropriate party as indicated by the Contract and/or Service Level
Agreement
Service Functions
The following is a brief description of the Trouble Management functions that support the Surveillance, Analysis and
Trouble Management service:
Alarm Surveillance
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 6 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
Alarm Surveillance functions are used to monitor and present Network Element events.
Network Element Alarm Surveillance
Alarm surveillance provides the capability to monitor network element failures in near -real time.
Network Element Fault Resolution
Manages redundant units or removes faulty units from service. Inhibits or restores automatic restoration functionality.
Alarm Identification and Isolation
Routine hardware and software checks in the NE(s) detect the faults and generate the alarms. The alarms may be filtered
and consolidated in the NE or Network Element Manager (NEM), if one exists, before being forwarded to the OSS. This
filtering and consolidation is based upon preset criteria.
Alarm Correlation and Filtering
A correlation process groups multiple alarms that are associated with a single fault and filters out redundant alarms or
those alarms that are not indicative of the root cause of the fault.
Log Control
Controls the togging and retrieval of the event history from the NE(s).
Alarm Summary
Reports or controls the reporting of a summary of network anomalies.
Alarm Reporting
Reports or controls the reporting of alarms and related information
Verification of Parameters and Connectivity
Verify that, a problem Is not caused by errors in cross -connections, or errors in service parameters that are stoned in the
databases.
Network Fault Localization
NMC Analysis Technicians analyze filtered alarms, diagnostics and other symptoms of a fault to identify the root cause.
Operations Center Analysis Technicians also determine whether end user services have been affected by the fault
Network Element Fault Localization
NMC Analysis Technicians select and schedule diagnostics, exercises, audits, etc. and analyze the results in order to
determine the Root Cause of a fault
Diagnostic Testing
Initiates hardware diagnostics, software diagnostics within a NE and reports the results.
Arrangement of repair
• Contacts the end customer to schedule dispatch to customer premises
• Scheduling and dispatch administration of repair forces
Determines what analysis testing, or repair activities need to be performed and assigns this task to another
function or person
Automatic restoration
Removes a unit from service after a fault has been localized. Replaces the unit or swaps to a spare unit and restores the
unit Reports successful or unsuccessful restoration attempts.
Trouble Administration
Trouble administration functions provide for the recording of Trouble Tickets that are originated as a result of Network
Element Surveillance Fault Detection activities. The functions also provide for coordination of activities to investigate and
Gear troubles.
Trouble Report Status Change Notification
Notifies the City of Lubbock of new troubles, changes in existing troubles, or clearing of troubles on its services.
Trouble Ticket Creation Notification
Provides City of Lubbock with notifications of the creation of a new trouble tickets that affect its services.
Reports
Standard reports are generated and provided for City of Lubbock's use and review. The following is a list of available
reports:
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the patties hereto only and is not for general distribution
within or outside their respective.
Page 7 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
• Trouble Tickets Report Weekly
• Trend Report(optional services) Monthly
• Service Incident Report "
"A Service Incident Report will be distributed to appropriate City of Lubbock personnel if a Priority 1 incident has
occurred. This report will be distributed to City of Lubbock personnel within 24 hours of the said incident. The distribution
time of this report does not supercede normal notification timeframes established for Priority 1 incidents
Equipment lists & Pricing:
ModelDescription
MAIN Admin.
quantity'�
Total Price
OC12 Equipment:
Express HX Rear Access Shelf Kit c/o
1
1,684.37
Express HX Wiring Kit
1
167.50
Express HX Lower Air Deflector Kit
1
38.75
Telect Fuse Panel/10 Pos. Dual Feed
1
602.32
7'0" X 23" Gry Newton equipment rack
1
518.20
Installation Related Materials
1
1,517.50
Bay Isolation Kit IGZ compliance)
1
46.31
MINI-500
1
1,490.00
25OW PFC Rectifier
3
2,947.50
Express Shelf Processor MX Rel. 5.02
1
4,134.38
Express HX Rel 5 Enhanced RTU License
1
1.246.88
VfX 12 Enhanced
2
8,742.50
Protection Switch Controller-PSC
1
343.75
P4 Ethernet Adaptor Card
1
203.13
OC12 IROptical circuit pack
2
8,773.76
DS11VT Mapper
2
3,082.50
DS-3 Mapper
2
2,708.76
EIM Mapper
1
3,435.63
SC Optical Connector Kit
2
81.26
Express HX DS1 Cable, Set of 2
1
139.41
DS3/STS1 Cable BNC/BNC, 10M, 735 cable
2
300.06
EIM Ethernet RJ45 Cable
1
10.35
Express HX rear Right Expansion Kit
1
811.25
Express PC GUI HX Rel.5/CX Rel. 4 App. Kit
1
1,562.50
Network Processor Card
1
3,434.38
Express HX Software Rel.5
1
218.75
Express Iss. 5 Tech. Ref. Ubrary
1
812.50
SM Optical Patchcord 10M SC -SC
2
143.76
SM Optical Patchcord 10M SC -SC wNOA
2
1,045.00
Sub -total
S 50,242.96
ShI in & Handling Cost
Express HX Rear Access Shelf Kit c/o
1
16.78
Air Deflector
1
-
Fiber Organizer
1
Express MX/HX Rear Left Extender
1
Express MX/HX Rear Left I/O
1
-
Installation Kit
1
-
Grounding cable
1
Ex ress HX Wiring Kit
1
1.67
Express HX Lower Air Deflector Kit
1
0.39
Telect Fuse Panel/10 Pos. Dual Feed
1
6.00
77 X 23" Gry Newton equipment rack
1
5.16
Installation Related Materials
1
15.11
Bay Isolation Kit IGZ compliance)
1
0.46
MINI-500
1
14.84
250W PFC Rectifier
1
29.36
Express Shelf Processor MX Rel. 5.02
1
41.18
Express HX Rel 5 Enhanced RTU License
1
12.42
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 8 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
VTX 12 Enhanced
1
87.08
Protection Switch Controller-PSC
1
3.42
P4 Ethernet Adaptor Card
1
2.02
OC3 LR1310 Interface
1
-
OC12 IROptical circuit pack
1
87.39
DS1NT Mapper
1
30.70
DS-3 Mapper
1
26.98
EIM Mapper
1
34.22
SC Optical Connector Kit
1
0.81
Express HX DS 1 Cable, Set of 2
1
1.39
DS3/STS1 Cable BNC/BNC, 10M, 735 cable
1
2.99
EIM Ethernet RJ45 Cable
1
0.10
Express HX rear Right Expansion Kit
1
8.08
Express PC GUI HX Rel.5/CX Rel. 4 App. Kit
1
15.56
Network Processor Card
1
34.21
Express HX Software Rel.5
1
2.18
Express Iss. 5 Tech. Ref, Library
1
8.09
SM Optical Patchcord 10M SC -SC
1
1.43
SM Optical Patchcord 10M SC -SC wNOA
1
10.41
ShippingShipping & Handling Sub -total
$ 500.43
SWBell Maintenance Contract after WarranttyEz iration
Installation, Configuration, and Turn U
$4 007.22
Total Location
$ 74 597.57
F.D. Admin.
OC12 Equipment:
Express HX Rear Access Shelf Kit c/o
1
1,684.37
Express HX Wiring Kit
1
167.50
Express HX Lower Air Deflector Kit
1
38.75
Telect Fuse Panel/10 Pos. Dual Feed
1
602.32
TO" X 23" Gry Newton equipment rack
1
518.20
Installation Related Materials
1
1,517.50
Bay Isolation Kit IGZ compliance)
1
46.31
MINI-500
1
1,490.00
250W PFC Rectifier
3
2,947.50
Express Shelf Processor MX Rel. 5.02
1
4,134.38
Express HX Rel 5 Enhanced RTU License
1
1,246.88
VTX 12 Enhanced
2
8,742.50
Protection Switch Controller-PSC
1
343.75
P4 Ethernet Adaptor Card
1
203.13
OC3 LR1310 Interface
2
5,751.26
OC12 IR Optical circuit pack
2
8,773.76
DS1NT Mapper
2
3,082.50
DS-3 Mapper
2
2,708.76
EIM Mapper
1
3,435.63
SC Optical Connector Kit
4
162.52
Express HX DS1 Cable, Set of 2
1
139.41
DS3/STS1 Cable BNC/BNC, 10M, 735 cable
2
300.06
EIM Ethernet RJ45 Cable
1
10.35
Express HX rear Right Expansion Kit
1
811.25
SM Optical Patchcord 10M SC -SC
4
287.52
SM Optical Patchcord 10M SC -SC wNOA
2
1,045.00
Sub -total
$ 50 191.11
Shipping & Handling Cost
Express HX Rear Access Shelf Kit c/o
1 f
16.78
Air Deflector
1
Fiber Organizer
1
Express MX/HX Rear Left Extender
1
Express MX/HX Rear Left 1/0
1
-
Installation Kit
1
Grounding cable
1
Express HX Wiring Kit
1
1.67
Express HX Lower Air Deflector Kit
1
0.39
Telect Fuse Panel/10 Pos. Dual Feed
1
6.00
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 9 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
ADDendix A
TO" X 23" Gry Newton equipment rack
1
5.16
Installation Related Materials
1
15.11
Say Isolation Kit IGZ compliance)
1
0.46
MINI-500
1
14.84
25OW PFC Rectifier
1
29.36
Express Shelf Processor MX Rel. 5.02
1
1 41.18
Express HX Rel 5 Enhanced RTU License
1
12.42
VTX 12 Enhanced
1
87.08
Protection Switch Controller-PSC
1
3.42
P4 Ethernet Adaptor Card
1
2.02
OC3 LR1310 Interface
1
57.28
OC12 IROptical circuit pack
1
87.39
DS1NT Mapper
1
30.70
DS-3 Mapper
1
26.98
EIM Mapper
1
34.22
SC Optical Connector Kit
1
1.62
Express HX DS1 Cable, Set of 2
1
1.39
DS3/STS1 Cable BNC/BNC, 10M, 735 cable
1
2.99
EIM Ethernet RJ45 Cable
1
0.10
Express HX rear Right Expansion Kit
1
8.08
Express PC GUI HX Rel.5/CX Ref. 4 App. Kit
1
Network Processor Card
1
-
Express HX Software Rel.5
1
Express Iss. 5 Tech. Ref. Library
1
SM Optical Patchcord 10M SC -SC
1
2.86
SM Optical Patchcord 10M SC -SC wNOA
1
10.41
Shipping & Handling Sub -total
$ 499.91
SWBell Maintenance after Warranty Ex iration
$19,826.48
Installation, Configuration, and Turn u
$4,007.22
Total Location
$ 74,524.72
Spares
OC12 Equipment:
Express MX Rel 5.02 Enhanced Shelf
Processor
1
4,134.38
VTX 12 Enhanced
1
4,371.25
Protection Switch Controller-PSC
1
344.38
OC3 LR1310 Interface
1
2,875.63
OC12 IR Optical circuit pack
1
4,386.88
DS1NT Mapper
1
1,541.25
EIM Mapper
1
3,435.63
Sub -total
S 21089.40
Shippinq & Handling Cost
Express MX Rel 5.02 Enhanced Shelf
Processor
1
41.18
VTX 12 Enhanced
1
43.54
Protection Switch Controller-PSC
1
3.43
OC3 LR1310 Interface
1
28.64
OC121R Optical circuit pack
1
43.69
DS1/VT Mapper
1
15.35
EIM Mapper 1
1
34.22
Shipping & Handling Sub -total
$ 210.05
Materials Total
$ 121,523.47
SWBell Maintenance after Warranty Expiration Total
$39,673.44
Installation Configuration, and Turn up Total
$8,014.44
Shipping & Handling Total
$ 1,210.39
Grand Total
$ 170,421.74
Prices above do not reflect Sales, Contract, or Use Taxes.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 10 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
Sonet Nodes for City of Lubbock;
March 20,
2000
Rev. 01072000
ModelDescription
MAIN Admin.
OC3 Equipment:
Express CX Release 4.0 Basic DS1 Shelf
Consisting Of:
1
3,790.00
Installation Related Material
1
1.517.50
Express CX Rel 4 Shelf Processor
1
1,513.75
Express CX MTX card-(OC3 1310 LR
2
9,235.00
SC Optical Connector Kit
2
81.26
59 Express CX DSX1 Cable, set of 2
1
222.82
GUI Express CX 4.0 Shelf Setup Guide
1
56.25
Wall Mount cabinet
1
281.25
Wail Mount AC Power Kit
1
496.87
SM Optical Patchcord 10M(SC-SC)
4
287.52
Sub -total
$ 17,482.22
Shi in & Handling Cost
Express CX Release 4.0 Basic DS1 Shelf
Consisfino Of:
1
37.75
Mini shelf and 110 Kit
1
Shelf Processor Kit
1
Express CX Release 4.0 Basic RTU License
1
Express CX Service Expansion RTU License
1
CX Rel. 4.0 GUI shelf setup guide
1
Installation Related Material
1
1 15.11
Express CX Rel 4 Shelf Processor
1
16.08
Express CX MTX cans (OC3 1310 LR
1
91.98
SC Optical Connector Kit
1
0.81
50' Express CX DSX1 Cable, set of 2
1
2.22
GUI Express CX 4.0 Shelf Setup Guide
1
0.56
Wall Mount cabinet
1
2.80
Wall Mount AC Power Kit
1
4.95
SM Optical Patchcord 10M SC -SC
1
2.86
Ship In & Handling Sub -total
S 174.12
SWBeII Maintenance Contract after Warranty Expiration
Installation, Configuration, and Turn U
$1,469.32
Total Location
$ 26,198.11
Spares
OC3 Equipment:
Express CX Rel 4 Shelf Processor
1
1,513.75
Express CX MTX card OC3 1310 LR
1
4,617.50
Sub -total
$ 6,131.25
Shiming & Handling Cost
Express CX Rel 4 Shelf Processor
1
16.08
Express CX MTX card OC3 1310 LR
1
45.99
Shipping & Handling Sub -total
$ 61.07
Materials Total
$ 23 613.47
SWBeII Maintenance Contract after Warranty Expiration
Installation, Configuration, and Turn U
$ 1,469.32
Shipping & Handling Total
$ 235.19
Grand Total
$ 32,390.43
Prices above do not reflect Sales, Contract, or Use Taxes.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 11 of 13
Agreement T00983AU A
T00983AU B
Scope of Work
Appendix A
Sonet Nodes for City of Lubbock;
April 5, 2000
Rev. 01072000
ModelSite I
:Description
All Sites
Future Installation
Maintenance Plan Price
Installation, configuration, and tumu ; OC12
0
$
Maintenance Plan Price Sub -Total
$0.00
All Sites
Future Installation
Maintenance Plan Price
Installation, configuration, and tumu ; 00O3
0
$ -
Maintenance Plan Price Sub Total
$0.00
All Sites
Tier I Surveillance
Maintenance Plan Price
Professional Servicesrrier 1 Support/
Attachment/Onsite Nortel Field Tech.
1
$ 65,789.47
Maintenance Plan Price Sub -Total
$65 789.47
Field Engineer
Maintenance Plan Price
Field Engineer Onsite for 9-weeks
0
$
Maintenance Plan Price Sub -Total
$0.00
All Sites
Tier 1 Surveillance Future
Maintenance Plan Price
Future Add -on OC12 Node to Maintenance
Yeari
0
$ -
Maintenance Plan Price Sub -Total
$0.00
Tier I Surveillance Future
Maintenance Plan Price
Future Add -on 00O3 Node to Maintenance
Yearly
0
$
Maintenance Plan Price Sub -Total
$0.00
Maintenance Total
$65 789A7
Grand Total
$ 65 789.47
Prices above do not reflect Sales, Contract, or Use Taxes.
SWBT will complete SERVICES by . or sixty (60)) days following the execution of this Order,
whichever is later, provided Customer performs its obligations under the Agreement and this Order In a timely manner.
Total compensation due SWBT from Customer is Two hundred two thousand eight hundred and twelve and seventeen
/100 Dollars ($202,812.17) for 916 Texas Ave 1515 E. Ursuiine and Water Treatment Center or Lubbock
International Airport Buildings.
Payment terms are net thirty (30) days from date of Invoice.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 12 of 13
All SERVICES AND MATERIALS will be provided In accordance with the Agreement which
Agreement T00983AU A
T00983AU 8
Scope of Work
Appendix A
is Incorporated herein.
RESTRICTED - PROPRIETARY INFORMATION
The information contained herein is for use by authorized employees of the parties hereto only and is not for general distribution
within or outside their respective.
Page 13 of 13
Resolution No. 2000-R 0128
Appendix
Agreement No.
Page I of 6
MASTER MAINTENANCE AGREEMENT
Between
City of Lubbock
A Texas City Government
916 Texas Avenue.
Lubbock, TX 79457
and
Southwestern Bell Telephone Company
A Missouri Corporation
175 E. Houston
San Antonio, TX 78205
Table of Contents
LDESCRIPTION OF SERVICES ...................................................................................................................................................................................
2. ...........................................................................'...
3. REPLACEMENT PARTS ............................................................................................................................................................................................. z
4. INTERRUPTED OPERATION .................................................................................................................................................................................... z
5. ERRANT SERVICE
6. TERMINATION OF APURCHASE ORDER; SUSPENSION OySERVICES .......................................................................................................... z
7. LIMITED WARRANTIES AND LDMrz^JuJN OF LIABILITIES ............................................................................................................................. z
S. NOTICES ...................................................................................................................................................................................................................... 3
9. TERMS OFAGREEMENT ......................................................................................................................................................................................... *
10. AGREEMENT GOVERNS ........................................................................................................................................................................................... 4
l/. ASSIGNMENT .............................................................................................................................................................................................................
lz CHOICE QFLAW ---' —_---._—_---_—. 4
13. CONFLICT OFINTEREST ----------------------------------..-------------------_-------4
14. CURE ............................................................................................................................................................................................................................ 4
15. DEFINITION OF REPAIR ........................................................................................................................................................................................... 4
16. FORCE uxAoEURE...................................................................................................................................................................................................... 4
17. -----_._—'_-----_-------------__--___--'__'--_--'_--_*
18. INDEPENDENT CONTRACTOR ............................................................................................................................................................................... 5
19. INSURANCE ................................................................................................................................................................................................................ o
zuLABOR AND MATERIAL .......................................................................................................................................................................................... 5
21' MODIFICATION TO CONFORM TOLAWS ............................................................................................................................................................. 5
22. NON -WAIVER ............................................................................................................................................................................................................. 5
23. RELEASES VOID ........................................................................................................................................................................................................ 5
24. SsvGaAooLIlY.......................................................................................................................................................................................................... 5
25. SURVIVAL ..................................................................................................................................................................................................................
2aTAXES ----_---------------_'--_~--__—.—_''_'_--'-----_---_----5
27. TERMINATION ........................................................................................................................................................................................................... 5
zuWORK HOURS ............................................................................................................................................................................................................ 0
Appendix A
Agreement No.
Page 2 of 6
MASTER MAINTENANCE AGREEMENT
THIS MASTER INSTALLATION AND MAINTENANCE AGREEMENT (the "Agreement") is made and entered into by and between the City
of Lubbock ("Customee), and Southwestern Bell Telephone Company ("SWBT"').
INTRODUCTION
The parties agree that the following terms and conditions will govern SWBT's sale of maintenance services (collectively, the "SERVICES') in
connection with components (the "MATERIAL') of a Building Distribution System and/or Local Area Network ("NETWORK INTEGRATION
SYSTEM') at Customer designated locations ("PREMISES').
1. DESCRIPTION OF SERVICES
SWBT agrees to provide Services as described in executed Purchase Orders substantially in the form set forth in Appendix "A" (the "Orders').
2. COMPENSATION
SWBT will bill Customer for MATERIAL provided and SERVICES performed in accordance with the price(s) stated on the applicable Order
Payment terms are net thirty (30) days from date of invoice.
3. REPLACEMENT PARTS
If SWBT discovers that the manufacturer has discontinued any parts contained in the NETWORK INTEGRATION SYSTEM, SWBT will notify
Customer of such discontinuance. SWBT will be liable for failing to perform any SERVICES due to the unavailability of replacement parts.
4. INTERRUPTED OPERATION
If SWBT, while performing SERVICES, determines that an interruption of NETWORK INTEGRATION SYSTEM service is necessary in order
to complete the SERVICES, then SWBT will immediately notify Customer of the need to interrupt service and the parties will mutually agree on
when such interruption should take place.
5. ERRANT SERVICE REQUEST
If SWBT responds to a request by Customer for SERVICES and determines that the problem(s) does not involve the MATERIAL covered by this
Agreement, then SWBT will invoice Customer for a service call at SWBT's then prevailing standard rate and Customer agrees to pay such
invoice within thirty (30) days of receipt. SWBT will not attempt to correct any problem that does not involve the MATERIAL covered by this
Agreement.
6. TERMINATION OF A PURCHASE ORDER: SUSPENSION OF SERVICES
No Order may be terminated, suspended or canceled except as expressly permitted by this Agreement. Notwithstanding any other term or
provision in this Agreement or in any Order to the contrary, either party may, at its election and upon written notice, terminate, suspend or cancel
any Order or this Agreement without any further liability or obligation to the other party in the event that:
a) The other party is in material breach of or default under such Order, and such breach or default continues for a period of thirty
(30) days after the giving of written notice by the party not in breach or default; or
b) Any federal, state or local governmental agency or regulatory body or a court or tribunal of competent jurisdiction renders or
enters an order, ruling, regulation, directive, decree or judgment which restricts or prohibits either party from continuing, impairs
either party's ability to continue, or makes impractical or unduly expensive either party's continuance under such Order or this
Agreement.
In the event that Customer elects to terminate, suspend or cancel an Order, with or without cause, Customer agrees to reimburse SWBT for any
MATERIAL ordered and/or SERVICES performed by it up to and including the effective date of termination, suspension or cancellation.
7. LIMITED WARRANTIES AND LIMITATION OF LIABILITIES
SWBT warrants that it has good title to the Material, free of any claims, liens, encumbrances or security interests of any other party, and that the
Material conforms to the manufacturer's published specifications, and is free from electrical or mechanical defects in materials and workmanship
under normal installation, use and service. In addition, for one (1) year after SWBT installs the Material in working order, upon notice from
Customer, SWBT will promptly repair or replace (at SWBT's option and expense) any failure of the Material to conform to or perform according
to the manufacturer's specifications or any electrical or mechanical defects in material or workmanship with, at SWBT's option, new or used
replacement parts. SWBT will pass all manufacturers' warranties to Customer after "Cutover". if SWBT is unable to repair the Material to
conform to the warranty after a reasonable number of attempts, SWBT will (at its option) either provide Customer with replacement Material or
fully refund the purchase price or lease/rental payments. These are Customer's exclusive remedies for breach of warranty. However, SWBT is
not the manufacturer of the Material and therefore,
Appendix A
Agreement No.
Page 3 of 6
THE FOREGOING WARRANTIES ARE iN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, OBLIGATIONS
OR LIABILITIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTIES, OBLIGATIONS OR LIABILITIES SHALL BE LIMITED IN
DURATION TO THE PERIOD OF THIS WRITTEN LIMITED WARRANTY. IN NO EVENT SHALL SWBT BE LiABLE FOR ANY
LOST PROFITS, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER FOR BREACH OF ANY
EXPRESS OR IMPLIED WARRANTIES OR OTHERWISE, INCLUDING DAMAGE TO PROPERTY AND, TO THE EXTENT
PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURY. IN NO EVENT WILL SWBT'S LIABILITY FOR DAMAGES
CAUSED BY OR ARISING OUT OF ITS FAILURE TO SUPPLY MATERIAL OR PERFORM SERVICES IN A PROPER AND
TIMELY MANNER EXCEED THE AMOUNT PAiD BY CUSTOMER TO SWBT FOR SUCH MATERIAL AND SERVICES.
Customer understands that SWBTs price reflects this limitation of liability.
This warranty does not include the following services:
a. Repair of damage due to Customer's failure to provide adequate electrical power or environmental conditions.
b. Repair of damages caused by misuse or neglect.
C. Repair of damages caused by Customer's existing wiring or damage to the existing wiring.
d. Repair of damage caused by accident and/or disaster, including but not limited to fire, flood, wind, lightning or water.
e. Repair of damage caused by the attachment of mechanical, electrical or electronic Material or devices to the system that is
not supplied by SWBT.
f. Repairs which are impractical for SWBT to render because of alterations in or attachments to the system.
g. YEAR 2000 WARRANTY - SWBT Is not the manufacturer of the equipment and makes no separate express or
Implied warranties concerning Y2K Issues. SWBT assigns to customer all manufacturers' warranties concerning
Y2K, and such manufacturers' warranties are available upon request. SWBT shall not be liable for any indirect or
consequential damages, Including any lost profits, loss of business income or revenues or damages for personal
Injury or property damage related to or alleged to have been caused by Y2K issues.
Upon Customers request and at SWBTs option, SWBT will provide any of the foregoing services at its then prevailing standard service rate
therefore.
Except for the limited warranties set forth herein, software is provided "as is" without warranty of any kind, either express or implied.
Customer will be subrogated to any claims or rights SWBT may have against the manufacturer of the Material for breach of any warranties or
representations, and, upon Customers written request, SWBT will take all reasonable actions to enforce on Customer's behalf any such express or
implied warranties or representations applicable to the Material, provided: (1) Customer is not in default of its obligations under this agreement;
and (2) the Material has not been damaged as a result of misuse, abuse, neglect, accident, improper electrical voltages or currents, or repair,
alteration or maintenance by any person or party other than an authorized service facility, or any use violative of the use instructions furnished
with the Products by the SWBT or the manufacturer. If the Material has not yet been paid for in full, Customer also agrees to first apply all
proceeds of any such warranty recoveries from the manufacturer to repair the Material.
Notwithstanding the foregoing limitations, SWBT shall:
A. Indemnify Customer against any claim or threat of claim brought by any third party alleging the Products infringe such party's
patents, trademarks or copyright ("the Intellectual Property"), providing that Customer. (a) shall have followed SWBTs
reasonable instructions for use of the Intellectual Property associated with the Products; (b) shall not have modified the Products;
(c) notifies SWBT promptly and in writing of any such claims; and (d) cooperates with and permits SWBT to control the
defense, settlement or other handling of such claim or threatened claim. In the event one or more of the Products shall be found
not to conform to the Intellectual Property warranty, Customers sole remedy against SWBT shall be, at SWBTs option, for
SWBT to: (a) defend Customer against such infringement claim; (b) to substitute other functionally equivalent products for the
infringing wits or modify the infringing units so that they no longer infringe; or (c) to accept return of the infringing units,
providing Customer with credit for the depreciated value of any returned units.
B. SWBT shall also indemnify Customer against any claim or threat of claim brought by a third party which arises out of any claim
or suit for direct damages or relief on account of injury to or death of any person or damage to tangible personal or real property
caused solely by SWBTs negligence or willful misconduct in the course of SWBTs performance under this contract.
S. NOTICES
Any notice or demand which under the terns of this Agreement or otherwise must or may be given or made by SWBT or Customer will be in
writing and given or made by facsimile or similar communication or by certified or registered mail, return receipt requested, addressed to the
respective parties as shown:
If to Customer:
City of Lubbock
Attn: Sharlett Chowning, Director of Information
Technology
916 Texas Ave.
Lubbock, TX 79457
if to SWBT:
Southwestern Bell Telephone Company
405 N Broadway, Rm. 1201
Oklahoma City, Oklahoma 73102
Attn.: Contract Manager
Appendix A
Agreement No.
Page 4 of 6
Such notice or demand will be deemed to have been given or made when sent, if sent by facsimile or similar communication, or when deposited,
postage prepaid, in the U.S. mail. The above addresses may be changed at any time by giving thirty (30) days' prior written notice as above
provided.
9. TERMS OF AGREEMENT
This Agreement will become effective after execution by both parties and remain in full force and effect until terminated by either party upon
thirty (30) days prior written notice (see TERMINATION clause). Maintenance Agreement will automatically renew for subsequent years
upon on the anniversary of the commencement of this Maintenance Agreement, and will continue automatic renewal for five (5)
consecutive Years unless otherwise notified by the Customer.
10. AGREEMENT GOVERNS
Any term in an Order which conflicts or is inconsistent with this Agreement will be deemed deleted unless such term is expressly agreed to in a
written instrument signed by both parties which specifically waives such conflict or inconsistency.
11. ASSIGNMENT
Neither party may assign or transfer its rights or obligations under this Agreement except with the prior written consent of the other party, which
consent will not be unreasonably withheld, provided, however both parties will have the right to assign this Agreement to any present or future
affiliate, subsidiary or parent corporation, without securing consent, and may grant to any such assignee the same rights and privileges party
enjoys under this Agreement. In addition, SBC may subcontract any portion of the SERVICES to be performed to a fully qualified subcontractor
without the prior written approval of Customer.
12. CHOICE OF LAW
This Agreement will be governed by the laws of the state where the services are to be performed.
13. CONFLICT OF INTEREST
Each party represents and warrants that no officer, director, employee or agent of the other party has been or will be employed, retained, paid a
fee or otherwise has received or will receive, directly or indirectly, any personal compensation, "kickback" or any other consideration outside the
specific terms of this Agreement in connection with or in contemplation of this Agreement or any future Order.
14. CURE
SWBT will not be deemed to be in default under any term of this Agreement or any Order executed pursuant to this Agreement, and Customer
will not seek or be entitled to enforce any remedy for any claimed default, unless SWBT fails to cure or correct same within ten (10) days
following receipt of written notice from Customer.
15. DEFINPPION OF REPAIR
When the word "repair" or "maintenance" is used in this Agreement in regard to MATERIAL, such repair or maintenance is defined as, and will
be strictly limited to, performing SERVICES to retum the MATERIAL to the specifications developed by the manufacturer thereof. In no event
will SWBT design, develop or manufacture components for or otherwise modify any MATERIAL.
16. FORCE MAJEURE
SWBT will not be liable for any delay or failure to supply MATERIAL or perform SERVICES due to circumstances beyond its reasonable
control including, by way of illustration only and not limitation, labor strikes, natural catastrophes, civil disturbances, weather, or other similar
causes.
17. HARMONY
Customer will schedule and coordinate the performance of work by any suppliers, contractors or other entities working or present at a Project
location in a manner which will not interfere with SWBTs performance of its SERVICES within the time period specified in the applicable
Order.
Appendix A
Agreement No.
Page 5 of 6
INDEPENDENT CONTRACTOR
Neither SWBT nor its employees, agents or representatives are employees, servants, partners or joint ventures of or with Customer. SWBT is an
independent contractor and will at all times direct, control and supervise all of its employees, agents and representatives and their respective
activities.
19. INSURANCE
SWBT is self -insured and agrees to furnish to Customer, upon request, evidence of its financial capability to self -insure.
20. LABOR AND MATERIAL
SWBT will furnish all supervision, labor, tools, transportation, material and supplies specified in an Order except any items specifically listed in
the order and/or this Agreement as being famished by Customer or others.
21. MODIFICATION TO CONFORM TO LAWS
This Agreement and all obligations under will be subject to all applicable laws, court orders, rules and regulations (collectively, "Laws.)
including, by way of illustration and not limitation, the 1996 Telecommunications Act. In the event this Agreement, or any of its provisions or
the operations contemplated hereunder, are found to be inconsistent with or contrary to any Laws, the latter will be deemed to control and, if
commercially practicable, this Agreement will be regarded as modified accordingly and will continue in full force and effect as so modified If
such modified Agreement is not commercially practicable, in the opinion of either party, then the parties agree to meet promptly and discuss any
necessary amendments or modifications to this Agreement. If the parties are unable to agree on necessary amendments or modifications in order
to comply with any Laws, then this Agreement may be terminated immediately by either party.
22. NON -WAIVER T
No course of dealing or failure of either party to enforce strictly any term, right or condition of this Agreement will be construed as a waiver of
such term, right or condition.
23. RELEASES VOID
Customer will not require any waivers or releases of any personal rights from employees or representatives of SWBT in connection with the
presence of such employees or representatives on Customer's PREMISES, and no such releases or waivers will be pleaded by Customer or third
persons in any action or proceeding.
24. SEVERABILM
If any of the provisions of this Agreement are determined to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or
tender unenforceable the entire Agreement, but rather the entire Agreement will be construed as if it did not contain the particular invalid or
unenforceable provision(s), and the rights and obligations of SWBT and Customer will be construed and enforced accordingly.
25. SURVIVAL
Any obligation arising under this Agreement or any Order which by its nature will continue beyond the termination, cancellation or expiration
hereof, including by way of illustration only and not limitation, those clauses entitled LIMITED WARRANTIES AND LIMITATION OF
LIABILITY", "CUSTOMERS ACKNOWLEDGMENT," and "SEVERABILTTY", will survive the termination, cancellation or expiration of
this Agreement.
26. TAXES
Customer is a tax exempt entity and will provide proof of such exemption upon request.
27. TERMINATION
Either party may terminate this Agreement in whole or in part by giving the other party at least thirty (30) days' prior written notice. Upon
termination, Customer agrees to pay SWBT all amounts due for MATERIAL and SERVICES provided by SWBT up to and including the
effective date of termination. Such payment will constitute a full and complete discharge of Customer's payment obligations. Termination will
also constitute a full and complete discharge of SWBTs obligations. Any Order in progress or requested prior to the termination of this
Agreement will be completed and Customer agrees to reimburse SWBT for the SERVICES performed and/or any MATERIAL ordered by it.
Appendix A
Agreement No.
Page 6 of 6
28. WORK HOURS
Unless otherwise stated In Purchase Order, SWBT will perform all SERVICES associated with maintenance or warranty repairs during
SWBT's normal business hours as outlined below. Any SERVICES provided outside of these hours will be at Customer's request and subject to
the approval of SWBT. Customer agrees to pay SWBT's overtime rate for any SERVICES performed at Customer's request outside of normal
business hours.
Schedule 1
Normal Business Hours
8/5, M/F local time
Schedule II
WORK SCHEDULED
5:00 p.m. to 8:00 a.m. local time,
OUTSIDE OF NORMAL
or Saturday
BUSINESS HOURS
Schedule III
Work Scheduled during
Sundays and/or Holidays
premium hours
Holidays
New Year's Day
Memorial Day
Independence
Labor Day, Christmas Day
Thanksgiving Day + day after
Day
29. ENTIRE AGREEMENT
These terms (including those contained in Appendix A, attached) constitute the entire agreement between SWBT and Customer which may not
be modified except by a written instrument signed by authorized representatives of both parties. The provisions of this Agreement supersede all
prior oral and written quotations, communications, agreements and understandings of the parties with respect to the subject matter hereof. No
rights arising hereunder will inure to the benefit of any third party other than a permitted assignee.
IN WITNESS WHEREOF, the foregoing Agreement has been executed by authorized representatives of the parties hereto, in duplicate, as of
the dates set forth below.
EXECUTIONS
; Lig
10 di,
,m), rj�mdd �- W am,
N
ATTEST:
K iD
Kaythie
City Secretary
APPROVED AS TO CONTENT:
4�U ""` ouu�ll
Sharlett Chowning
Managing Director of Information Techno
SOUTHWESTERN BELL TELEPHONE
� b
Vicki Slabaugh
.Regional Vice President -Select Accounts
". akTiW#7:1*IC6191i19&I
William de Haas
Competition and Contracts Manager
Resolution No. 2000—R 0128
Contract Number: T00983AU/ND
NONDISCLOSURE AGREEMENT
THIS AGREEMENT, effective April 21, 2000, is between SBC Operations, Inc., a Delaware corporation,
on behalf of itself and its affiliated companies, (collectively "SBC"), and the City of Lubbock ("Second Party").
The parties agree as follows:
1. In connection with ongoing discussions or negotiations between SBC and Second Party concerning
Maintenance and Installation of Nortel Equipment (the "Project), either party may find it beneficial to disclose to the
other party certain confidential or proprietary information in written, oral or other tangible or intangible forms which
may include, but is not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications,
drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes,
tapes, marketing plans, customer names and other technical, financial or business information (individually and
collectively, "Information"). Information which is provided in tangible form, including electronic mail, shall be
deemed to be confidential or proprietary only if it is clearly marked by the disclosing party as being confidential or
proprietary. If information is provided verbally, including information conveyed to an answering machine, voice
mail box, or similar medium, it shall be deemed to be confidential or proprietary only if it is clearly identified by the
disclosing party, prior to, or contemporaneously with, such disclosure, as confidential or proprietary.
2. Both parties understand that, except as otherwise agreed in writing, the Information which it may receive
concerning the other parry's future plans with respect to the Project is tentative and is not intended to represent firm
decisions by either party concerning the implementation of such plans. Information provided to either party
hereunder does not represent a commitment by either party to purchase or otherwise acquire any products or services
from the other party. If either party desires to purchase or otherwise acquire any products or services from the other
party, the parties will execute a separate written Agreement to govern such transactions.
The party to whom Information is disclosed shall:
a. hold such Information in confidence with the same degree of care with which the party receiving
the Information protects its own confidential or proprietary Information, but no less than reasonably prudent care;
b. restrict disclosure of the Information solely to its employees, contractors and agents with a need to
know such Information, advise those persons of their obligations hereunder with respect to such Information, and
assure that such persons are bound by obligations of confidentiality no less stringent than those imposed in this
Agreement;
use the Information only as needed for the purposes of the Project;
d. except for the purposes of the Project, not copy, distribute, or otherwise use such information or
knowingly allow anyone else to copy, distribute, or otherwise use such Information, and any and all copies shall
bear the same notices or legends, if any, as the originals; and
e. on request, promptly return to the originating party all Information in a tangible form or certify to
the originating party that it has destroyed or, if the Information is recorded on an erasable storage medium, erased
such Information.
4. The party possessing or receiving Information (the "Receiving Party") shall have no obligation to preserve
the confidential or proprietary nature of any Information which:
a. was already known to the Receiving Party free of any obligation to keep it confidential at the time
of its disclosure by the other party as evidenced by the Receiving Party's written records prepared prior to such
disclosure; or
b. is or becomes publicly known through no wrongful act of the Receiving Party; or
Nondisclosure-SBC Ops.doc Rev. 6/23/99
C. is rightfully received from a third person having no direct or indirect secrecy or confidentiality
obligation to the other party with respect to such Information; or
d. is independently developed by an employee, contractor or agent of the Receiving party or another
party not associated with the Project and who did not have any direct or indirect access to the information; or
e. is approved for release by written authorization by the other party; or
f. it is required to disclose pursuant to an order of a duly empowered government agency or a court
of competent jurisdiction, provided due notice and an adequate opportunity to intervene is given to the other party,
unless such notice is prohibited by such order.
5. This Agreement shall apply to all Information relating to the Project disclosed by one party to the other
party and shall continue for a period of five (5) years thereafter.
6. The Information shall be deemed the property of the disclosing party, who exclusively shall retain all rights
to such Information. Nothing contained in this Agreement shall be construed as granting or conferring any rights by
license or otherwise in any such Information.
7. This Agreement shall benefit and be binding upon the parties hereto and their respective subsidiaries,
affiliates, successors and assigns.
8. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH
DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE
WHATSOEVER WITH RESPECT TO ANY INFORMATION FURNISHED BY THAT DISCLOSING PARTY
TO ANOTHER PARTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT.
9. NEITHER PARTY SHALL BE LIABLE TO OR THROUGH ANOTHER FOR ANY SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER OR FOR ANY REASON, ARISING OUT
OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
10. In the event the Receiving Party discloses, disseminates, or releases any confidential or proprietary
Information received from the other party, except as provided in Paragraph 4 or as required by the Texas Public
Information Act, such disclosure, dissemination, or release shall be deemed a material breach of this Agreement.
the disclosing party may demand prompt return of all confidential and proprietary Information previously provided
to the Receiving Party and terminate this Agreement. The provisions of this Paragraph are in addition to any other
legal rights or remedies the party disclosing Information may have in law or in equity.
11. This is the sole Agreement between the parties about its subject matter. It incorporates and supersedes all
written and oral communications about its subject. It may only be changed or supplemented by a written
amendment signed by authorized representatives of each party.
12. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas,
irrespective of its choice of laws principles.
2
Nondisclosure-SBC Ops.doc Rev. 6/23/99
EXECUTIONS
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duty authorized representatives.
CITY
OF LUBBOCK �/ SOUTHWESTERN BELL TFEPHONE
WINDY SIfTOV - Vicid Slabau jh / — - "
Mayor Regional Vice President -Select Accounts
ATTEST: APPROVED AS TO FORM:
Kaythie 13amell William de Haas
City Secretary Competition and Contracts Manager
APPROVED AS TO CONTENT:
Sharlett Chowning
Managing Director of Information T nology
Nondisclosure-SBC Ops.doc Rev. 6/23/99