HomeMy WebLinkAboutResolution - 2003-R0482 - Sales Agreement For Communication Network Equipment And Services - 10_23_2003Resolution No. 2003-RO482
October 23, 2003
Item No. 29
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 a Sales Agreement for
Communication Network Equipment and Services and all related documents between the
City of Lubbock and Southwestern Bell Telephone. 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 Council.
Passed by the City Council this 23rd day
ATTEST:
Rebecca Garza, City Secretary- lic
APPROVED AS TO CONTENT:
Mart YeaiwoV, Director,
Information Technology
APPROVED AS TO FORM:
Linda L. Chamales, Supervising Attorney
Office Practice Section
Lc: city Att/Linda/RES-sWB
Agreement No. T00983AU C
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Resolution No. 2003—RO482
October 23, 2003
Item No. 29
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 13ei Street , Texas ("Owner") and Southwestern Bell Telephone, L.P. ("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.
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
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.
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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. 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.
12. 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 law or pursuant to any order of any court or
governmental agency:
12.1. 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
12.2. 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.
12.3. Vendor shall fail to install the latest releases of the proposed Hardware and Software.
The Vendor's failure to perform under these sub -paragraphs (12.1) and (12.2) 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.
13. 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.
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.
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Agreement No. T00983AU C
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14. Vendor makes the following warranties to Owner for the Hardware and Software:
14.1. 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.
14.2. Any and all Hardware and Software shall not infringe on any patent or copyrights and Vendor agrees to indemnify
Owner for any infringements.
14.3. 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.
14.4. 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.
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 (14.1), (14.2), (14.3) and (14.4) 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 (14.3) and (14.4) 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:
14.5. Lost or stolen while under the direct care or control of the Owner; or
14.6. Damaged by Owner's negligence, misuse or abuse; or
14.7. Damaged directly or indirectly by causes other than 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
14.8. 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).
15. 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.
16. 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.
17. 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:
17.1. 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;
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.
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Agreement No. T00983AU C
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17.2. 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
17.3. 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".
18. Neither party'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.
19. 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 Director of Information Technology. All written notices
shall be sent by certified mail, return receipts requested.
20. 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:
20.1. 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
20.2. 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 12 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 terms, conditions and specifications contained herein, for which
payment shall be made by Owner in accordance with the terms hereof.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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 expedited shipment, equipment, software and labor charges that may be incurred under this paragraph, if service is
requested by 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.
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26. 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.
27. The Owner is a tax exempt entity and will provide proof of this status to Vendor upon request.
28. The Owner is subject to the Texas Public Information Act.
29. 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.
30. 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.
31. Final Payment
31.1. 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 below.
31.2. Neither final payment nor any remaining retained percentage shall become due until the Vendor submits to the
Owner:
31.2.1. an affidavit that payrolls, bills for materials and equipment and other indebtedness connected with the
Project have been paid or otherwise satisfied,
31.2.2. 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.
31.2.3. 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,
31.2.4. consent of surety to final payment,
31.2.5. 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
31.2.6. written warranties and other documents required by the Contract.
31.3. 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.
32. 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.
33. 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.
34. 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
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 C
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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.
35. 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. The minimum insurance
coverage shall be as follows:
Type of Coverage Limits of Liabilitv
A. Workmen's Compensation
The Contractor shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas
Labor Code. Further, Contractor shall maintain said coverage throughout the term of the Contract and shall
comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Contractor maintains said
coverage. Any termination of worker's compensation insurance coverage by contractor or any cancellation or
non -renewal of worker's compensation insurance coverage for the Contractor shall be a material breach of this
Contract.
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.
SBC's Protective Liability Insurance
a. Bodily Injury
$500,000
$500,000
Each Person
Each Occurrence
F.
Umbrella Liability
Minimum Limits
$1,000,000 each occurrence
Bodily Injury Liability
$1,000,000 aggregate
The Vendors shall obtain at his expense an Owner's Protective Liability
Insurance Policy naming the Owner, its employees as the insured.
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. The policy
shall be issued jointly in the names of the Vendors, his SubVendor and the Owner as their interest may appear. The
policy shall have endorsements as follows:
a. This insurance shall be specific as to coverage and not considered as contributing insurance with any
permanent insurance maintained on the present premises.
b. Loss, if any, shall be adjustable with and payable to the Owner as Trustees for Whom it May Concern.
c. 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.)
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.
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Agreement No. T00983AU C
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36. The total price of the contract is One hundred seventy-two thousand, nine hundred sixteen and eight -eight /100 Dollars
for Water Reclamation Water Treatment Center and Lubbock International Airport Buildings)
EXECUTIONS
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
CITY OF LUBBOCK
M c McDougal
Mayor
ATTEST:
Rebelca Garza
City Secretary
APPROVED AS TO CONTENT:
Mar Yearwo
Dir for of Information Technology
SOUTHWESTERN BELL TELEPHONE, L.P.
(3�'
Y� ,
e �ah�at &,,-
1110
APPROVED AS TO FORM:
Linda Chamales
Supervising Attorney, Office Practice
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. 2003-RO482
Appendix B
Agreement No. T00983AU C
Pape 1 of 5
MASTER MAINTENANCE AGREEMENT
Between
City of Lubbock
A Texas City Government
916 Texas Avenue.
Lubbock, TX 79457
and
Southwestern Bell Telephone, L.P.
A Texas limited partnership
175 E. Houston
San Antonio, TX 78205
MASTER MAINTENANCE AGREEMENT
THIS MASTER INSTALLATION AND MAINTENANCE AGREEMENT (the "Agreement") is made and entered into by and between the City
of Lubbock ("Customer"), and Southwestern Bell Telephone, L.P. ("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.
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 REOUEST
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
Appendix B
Agreement No. T00983AU C
Page 2 of 5
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,
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 SWBT's 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 Customer's request and at SWBT's 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 Customer's 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 SWBT s
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, Customer's sole remedy against SWBT shall be, at SWBT's option, for
SWBT to: (a) defend Customer against such infringement claim; (b) to substitute other functionally equivalent products for the
infringing units 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.
2003- V-04 �2
Appendix B
Agreement No. T00983AU C
Page 3 of 5
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 SWBT's negligence or willful misconduct in the course of SWBT's performance under this contract.
8. NOTICES
Any notice or demand which under the terms 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
If to SWBT:
City of Lubbock
Attn: Mark Yearwood, Director of Information Technology
916 Texas Ave.
Lubbock, TX 79401
Southwestern Bell Telephone Company
405 N Broadway, Rm. 1201
Oklahoma City, Oklahoma 73102
Attn.: Contract Manager
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).
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 parry
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. DEFINITION 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 return 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.
VL
Appendix B
Agreement No. T00983AU C
Paqe 4 of 5
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 SWBT's performance of its SERVICES within the time period specified in the applicable
Order.
18. 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 furnished 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
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. SEVERABILITY
If any of the provisions of this Agreement are determined to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or
render 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", "CUSTOMER'S ACKNOWLEDGMENT," and "SEVERABILITY", 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
Appendix B
Agreement No. T00983AU C
Page 5 of 5
also constitute a full and complete discharge of SWBT's 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.
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 I
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.
Accepted:
CITY OF LUBBOCK
("Customer")
By
Name: Marc McDougal
Title: Mayor, City of Lubbock
Attest:
By:
Name: Rebecca Garza
Title: City Secretary, City of Lubbock _
Ap roved as to onte t:
By:
Name: Jak Yearwood
Accepted:
SOUTHWESTERN BELL TELEPHONE,
L.P. ("SWBT")
By: j" '
Nam(JJ
Title: ?\ e-, 1 U 11.1 1�
Title: Director of Information Technology, City of Lubbock
Approved as to Form:
Name: Linda Chamales
Title: Supervising Attorney, Office Practice, City of Lubbock
Resolution No. 2003—RO482
Agreement T00983AU C
Scope of Work
Appendix A
WHEREAS, City of Lubbock ("Customer') and Southwestern Bell Telephone Company ("SWBT") entered into a Master
Agreement No. T00983AU-C (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. Nortel will 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 1/3 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
• Force database backups for each network element
• Checks for traps and/or swerrs
• Perform test procedures per NTP
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 7
2OU3- U4U_
Agreement T00983AU C
Scope of Work
Appendix A
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 fiber/copper)
• 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 SWBT's 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 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:
• 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.
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 7
2 00 -
Agreement T00983AU C
Scope of Work
Appendix A
• 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.
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 Bar-coding equipment is required.
• No DS1/3/VF 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:
EI Unavailability of required space or material furnished by the CUSTOMER.
EI Safety problems that are the responsibility of the CUSTOMER.
EI 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 basic requirements set out by the manufacturers 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.
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 7
2063- V-Oz4�2
Agreement T00983AU C
Scope of Work
Appendix A
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 Norte[ 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.
6. The Norte[ 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.
7. 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.
All SWBT supplied electronic components within the network contain 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 if equipment is
defective. In addition, the equipment includes a manufacturer's warranty (hardware 1 year, software 1 year) that begins
from the date of shipment.
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 7
Agreement T00983AU C
Scope of Work
Appendix A
Equipment list and
Brice:
Seq.
Product
Item
CPC
TEX-AN 2000 Cost
No.
Descri 'on
Code
Code
#1.0
CUSTOMER NETWORK INTEGRATION CODES
Testing & Staging
Hot staging, P.I.P. per Shelf
NTYY99CA
A0765247
3
$
3,150.00
$
3,150.00
#ZO
CONFIGURED BAY & SHELF EQUIPMENT
$
-
Shelf Combinations
$
-
OPTera Metro 3400 Front Access Shelf Krt
NTZP61 FB
A0781501
4
$
5,005.00
This lit Includes;
$
-
OM 3400 Front Top VO 1
NTN457AA
AD727235
$
-
OM 3400 Front Access Shelf C 1
NTN472AA
A0731085
$
-
CM 3400 Shelf 1
NTN450BA
A 776634
$
-
Front Access Left Extender (LE 1
NTN453AB
A0727231
$
-
Front Access Left VO (LIO) 1
N N454AA
A0633957
$
-
$
5 005.00
#3.0
MISCELLANEOUS BAY&SHELF EQUIPMENT
$
-
BayAssemblies
$
-
7'0" x 23' Bay Assembly
NT7E70AA
A0364959
3
$
1,203.15
Shelf I/O Kits
$
-
OM 33O 3400 Front Right Access VO Mt 100 BA«
NTM71AB
A0809157
3
$
2,531.10
Coding Unify &Accessories
$
-
CM 3400 Wiring Kt
NTN45066
A0655490
3
$
522.60
Power Equilorent
$
-
Redifier to shelf pmAu cable - 2.1 m
NTOH4361
AD803261
3
$
75.60
AC to DC Power Supply (Aster WR 15)
NT5006CB-3
B0231148
6
$
4,082.40
AC to DC Converter Shelf (Aster)
NTK10BB-1
B0231354
3
$
598.50
Fiber Management Haixt r
$
-
Front Access DSX 1 Panel 56 Term, 23' (ADC D;
A0355144
A0355144
3
$
4,945.26
IRM
$
BEV-Shelf Didgetary IRM does not include fiber
IRM
A0962662
3
$
3,642.00
$
17 600.61
ft4.0
COMMON EQUIPMENT
$
-
Shelf Processors
$
-
OM 3300/3400 Rel 6.1 Enhanced Shelf Processor
NTN481FA
A0809992
3
$
5,781.75
$
5,781.75
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 7
2Uv3-���2
Agreement T00983AU C
Scope of Work
Appendix A
#5.0 TRANSPORT INTERFACES
$
-
VTX/VTXe
$
-
VTX 12 Enhanced
NTM10GA
A0738265
6
$
27,276.60
Line optics
$
-
OG12 IR 1310 Interface
NTN404BA
A0738258
7
$
23,318.75
$
50,595.35
#6.0 TRIBUTARY INTERFACES
$
-
DS-1
$
-
DS1/VT Mapper
NTN430AA
A0631168
6
$
9,617.40
Ethernet
$
-
OPTera Packet Edge System 10/100 Ethernet Ca
M N433BB
A0821214
3
$
18,330.00
PSC
$
-
Protection Switch Ca7trdler- PSC
NTN412AA
A0631167
3
$
1,074.45
P2 & P41/Os
$
-
100BASE T VO P2 Ethemet Adapter
NTN456MA
A0779344
4
$
910.00
$
29 931.85
#7.0 CABLES & CONNECTORS
$
-
Connector flits
$
-
SC Optical Connector Nt (includes 2 connectors)
NTN459SC
AD641017
6
$
253.50
Optical Cabling
$
-
SM Optical Patchcord 10m (SC -SC)
NT7E46FB
AD665777
6
$
897.00
SM Optical Patchcord 10m (SC -SC) w/VOA
Ni7E471 B
A0665788
6
$
3,705.00
DS-1 Cabling
$
-
50' DS1 Cable (Set of 2)
A0771469
AOT71469
3
$
1,185.69
Ethernet Cabling
$
-
Straight EIM Ethernet RJ45 Cable Assembly (30rr
NTN458NC
A0814909
3
$
195.00
Nisoellaneous Cabling
$
-
OM 3300/3400/3500 Basic Cable M
AD771614
A0771614
3
$
3,579.57
$
9,815.76
48.0 LICENSING
$
-
RTUs
$
-
OM 3300/3400 Enh. 12112 RTU License 1 per N
N N460FC
A0783720
3
$
2,720.25
$
2,72D.25
TOTAL EQUIPMENT PRICE
$
124,600.57
Bit Error Rate (BER) Testing:
A0881067
$
5,600.00
Optical Site Implementation:
A0991489
$
13,50.00
Repair Services Pads - Return & Replace Service 8 sites
A0895439
$
9,840.00
Project Managwat
$
18,000.00
Estimated Shipping:
$
1,308.31
Total Equipment and Installation:
$
172,916.88
SWBT will complete SERVICES by December 15, 2003, 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.
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 7
Y-003-
Agreement T00983AU C
Scope of Work
Appendix A
Total compensation due SWBT from Customer is One hundred seventy-two thousand, nine hundred sixteen and ei h -
gightll00 Dollars (S172,916.88) for Water Reclamation Plant, Water Treatment Center and Lubbock International
AiMort Buildings.
Payment terms are net thirty (30) days from date of invoice.
All SERVICES AND MATERIALS will be provided in accordance with the Agreement which 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 7 of 7
1 Y O
P
fl 11
TO
City of Lubbock
U R C H A S E ORDER
SBC DATACOMM
401 E CORPORATE DR, #244
LEWISVILLE TX 75057
Resolution No. 2003-R S'2—
Page - 1
Date - 10/15/03
Order No. - 250218-000 OP
Brn/Plt - 3511
SHIP TO:
CITY OF LUBBOCK
MUNICIPAL SQUARE BUILDING
C/O JUANITA FLORES, ROOM 104
916 TEXAS AVENUE
LUBBOCK TX 79401
Ordered - 10/15/03 Freight - FOB Destination Frt Prepaid
Requested - 10/15/03 Placed By - RANDY WOOD
Special Ins PER MYEARWOOD REQ#24073
--------------------------------------------------------------------------------------
Description / Supplier Item
------------------------------------------
Ordered
UM
-----------------
Unit Cost
UM
-- -----------------
Extension
Req. Dt
--------
DELIVERY PAYMENT OF 40%
1.000
EA
69,166.7500
EA
69,166.75
10/31/03
UPON OPERATION PAYMENT 50%
1.000
EA
86,458.4400
EA
86,458.44
10/31/03
ACCEPTANCE/FINAL PMT 10%
1.000
EA
17,291.6900
EA
17,291.69
10/31/03
COMMUNICATIONS EQUIP/SONET
EA
.0000
EA
10/31/03
90072.9223.40000 CONTACT
This purchase order encumbers funds in the amount of $172,916.88 for the purchase of Communication Network
Equipment & Services, to SBC DataComm of Lewisville TX, on October 23, 2003, in accordance with your
response to ITB#198-03/RW, Communication Network Equipment & Services. The following areincorporated into
and made part of this purchase order by reference: Bid submitted by your firm including the Bid Form,
Specifications, and General Conditions of ITB#198-03/RW.
CITY OF LUBB eK
Mac MctoL49f, Mayor
APPROVED AS TO FORM:
ATTEST:
Ar-
Rebecca Garza, City Secretary
Att y Total Order
-------------------------------------------------------------------------------------
Terms NET 30 172,916.88
1000250
TERMS AND CONDITIONS
IMPORTANT: READ CAREFULLY
STANDARD TERMS AND CONDITIONS
CITY OF LUBBOCK, TEXAS
Sailor and Buyer agree as follows:
1. SELLER TO PACKAGE GOODS. Seller will package goods in accordance with good
commercial practice. Each shipping container shall be clearly and permanently marked as
follows (a) Seller's name and address, (b) Consignee's name, address and purchase order or
purchase release number and the supply agreement number if applicable, (c) Container number
and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container
bearing the packing slip. Seller shall bear cost of packaging unless otherwise provided. Goods
shall be suitably packed to secure lowest transportation costs and to conform with
requirements of common carriers and any applicable specifications. Buyer's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
2. SHIPMENT UNDER RESERVATION PROHIBITED. Seller is not authorized to ship the
goods under reservation and no tender of a bill of lading will operate as a lender of goods.
3. TITLE AND RISK OF LOSS. The title and risk of loss of the goods shall not pass to Buyer
until Buyer actually receives and takes possession of the goods at the point at points of
delivery.
4. NO REPLACEMENT OF DEFECTIVE TENDER Every tender of delivery of goods must
fully comply with all provisions of this contract as to time of delivery, quality and the like. If a
tender is made which does not fully conform, this shall constitute a breach and Seller shall not
have the right to substitute a conforming tender, provided, where the time for perfomunce has
no yet expired, the Seller may seasonably notify Buyer of his intention to cure and may then
make a conforming tender within the contract tim but not afterward
S. INVOICES & PAYMENTS.
o. Seller shall submit separate invoices, in duplicate, one each purchase order at purchase
release after each delivery. Invoices shall indicate the purchase order or purchase release
number and the supply agreement number if applicable. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the
freight waybill when applicable, should be attached to the invoice. Mail To: Accounts
Payable, City of Lubbock, P. O. Box 2000, Lubbock, Texas 79457. Payment shall not be due
until the above instruments are submitted after delivery.
6. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this contract without
liability to Seller if it is determined by Buyer drat gratuities, in the fort of entenainmcnt, gifts
or atherwise, were offered or given by the Seller, or any agent or representative of the Seller,
to any off icer or employee of the City of Lubbock with a view to securing a contract or
securing favorable treatment with respect lathe awarding or amending, or the making of airy
delesminations with respect to the performing of such a contract. In the event this contract is
canceled by Buyer pursumc to this provision. Buyer shall be entitled, in addition to any other
rights and remedies, to recover or withhold the amount of the rest incurred by Seller in
providing such gratuities.
7. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof includes the
cost of any special tooling or special lest equipment fabricated or required by Seller for the
purpose of filling this order, such special tooling equipment and any process sheets related
thereto shall become the property of the Buyer and to the extent feasible shall be identified by
the Seller as such.
S. WARRANTY -PRICE.
a The price to be paid by the Buyer shall be that contained in Seller's bid which Seller
warrants to be no higher than Seller's current process on orders by others for products of the
kind and specification covered by this agreement for similar quantities under similar of like
conditions and methods of purchase. In (be event Seller breaches this warranty, the prices of
the items shall be reduced to the Seller's current prices on orders by others, or in the
alternative. Buyer may cancel this contract without liability to Seller for breach or Seller's
actual expense.
b. The Seller warrants that no person or selling agency has been employed err retained to
solicit or secure this contract upon an agreement or understanding for commission, percentage,
brokerage, or contingent fee excepting bona fide employees of barn fide established
commercial or selling agencies maintained by the Seiler for the purpose of securing business.
For breach of vitiation of this warranty the Buyer shall have the right in addition to any other
right of rights to cancel this contract without liability and to deduce from the contract price, or
otherwise recover without liability and ro deduct from the comroo price, or otherwise recover
the full amount of such commission, percentage, brokerage or contingent fee.
9. WARRANTY -PRODUCT. Seiler shall not limit or exclude any implied warranties and any
attempt to do so" reader thii contract voidable at the option of the Buyer. Seller warrants
that the goods furnished will conform to the specification. drawings, and descriptions listed in
the bid invitation, and to the sample(s) fumisho d by the Seller, irony. In the event of a conflict
or between the specifications, drawings, and descriptions, the specifications shall govern.
Notwithstanding any provisions contained in the contractual agreement, the Seller rgmsents
and warrants fault -free performance and fault -free result in the processing date and date related
date (including, but not limited to calculating, comparing and sequencing) of all hardware,
software and firmware products delivered and services provided under this Contract,
individually or in combination, as the case may be from the effective date of this Contract.
Also, the Seller warrants the year2000 calculations will be recognized and accommodated and
will not, in any way, result in hardware, software or firmware failure. The City of Lubbock, at
its sole option, may require the Seller, at any time, to demonstrate the procedures it intends to
follow in order to comply with all the obligations contained herein. The obligations contained
herein apply to products and services provided by the Seiler, its sub -Seller or any third party
involved in the creation or development of the products and services to be delivered to the City
of Lubbock under this Contract. Failure to comply with any of the obligations contained
herein, may result in the City of Lubbock availing itself of any of its rights under the law and
under this Contract including, but not limited to, its right pertaining to termination or default.
The warranties contained herein arc separate and discrete from any other warranties specified
in this Contract, and are not subject to any disclaimer of warranty, implied or expressed, or
limitation of the Seller's liability which may be specified in this Contract. its appendices, its
schedules, its annexes or any document incorporated in ibis Contract by reference.
10. SAFETY WARRANTY. Seller warrants that the product sold to die Buyer shall conform to
the standards promulgated by the U. S. Department of Labor under the Occupational Safety
and i lealth Act of 1970. In the event the product does not conform to OSHA standards. Buyer
may return the product for correction or replacement at the Seller's expense. In the event
Seller fails to make the appropriate correction within a reasonable time, correction made by
Buyer will be at the Seller's expense.
11. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS. As part of this contract for
sale Seller agrees to anerlain whether goods manufactured in accordance with the
specifications attached to this agreement will give rise to the righllLl claim of any third person
byway of infringement of the like. Buyer makes no warranty that the production of goods
according to the specification will not give rise to such a claim, and in no event shall Buyer be
liable to Seller for indemnification in the event that Seller is sued on die grounds of
inringement of the like. If Seller is of the opinion that an infringement or the like will result.
he will notify the Buyer to this effect in writing within two weeks after the signing of this
agreement. if Buyer does cot receive notice and is subsequently held liable for the
infiingem ent or the like, Seiler will save Buyer hamdem If Seller in good faith ascertains the
production of the goods in accordance with the specifications will result in infringement or the
like, the contract shall be cull and void.
12. RIGHT OF INSPECTION. Buyer shall have the right to inspect the goods at delivery before
accepting then.
13. CANCELLATION. Buyer shall have the right to canal for default all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof including warranties
of Seller or if the Seller becomes insolvent or cormnits acts of bankruptcy. Such right of
cancellation is in addition to and not in lieu of any other remedies which Buyer tray have in
law or equity.
14. TERMINATION. The performance of work under this order may be terminated in whole, or in
part by the Buyer in accordance with this provision. Termination of work hereunder shall be
effeclod by the delivery of the Seller of a "Notice of Termination" specifying The extent to
which performance of work under the order is terminated and the date upon which such
termination becomes effective. Such right or termination is in addition to and not in lieu of the
rights of Buyer set forth in Clause 13. herein.
15. FORCE MAJEURE. Neither party shall be held responsible for losses, resulting if the
fulfillment of any terms of provisioes of this contract is delayed or prevented by any cause not
within the control of the party whose performance is interfered with, and which by the exercise
of seasonable diligence said party is unable to prevent.
16. ASSIGNMENT -DELEGATION. No right or interest is this contract shall be assigned or
delegation of any obligation made by Seller without the written permission of the Buyer. Any
attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all
purpose unless made in conformity with this paragraph
17. WAIVER No claim or right arising out of a breach of this contract can be discharged in whole
or in pan by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party.
18. INTERPRETATION -PAROLE EVIDENCE. This writing, plus any specifications for bids and
performance provided by Buyer in its advertisement for bids, and any other documents
provided by Seller as pan of his bid, is intended by the parties as a foal expression of their
agreement and intended also as a complete and exclusive statement of the terms of their
agreement. Whenever a term defined by the Uniform Commercial Code is used in this
agreement, the definition contained in the Code is to control.
19. APPLICABLE LAW. This agreement shall be governed by the Uniform Commercial Code.
When ever the term "Uniform Commercial Code" is used, it shall be construed as meaning the
Uniform Commercial Code as adopted in the State of Texas as effective and in fora an the
date of this agreement.
20. RIGHT TO ASSURANCE. Wbenever one party to this contract in good faith has team to
question the other pary's intent to perform he may demand that the other parry give written
assurance of his intent to perform. In the event that a demand is made and no assurance is
given within five (5) days, the demanding party may treat this failure as an anticipatory
repudiation of the contract.
21. INDEMNIFICATION. Seller shall indemnify, keep and save harmless die Buyer, its agents,
officials and employees, against all injuries, deals, loss, damages, claims, patent claims, suits,
liabilities, judgments, costs and expenses, which may in anywise accrue against the Buyer in
consequence of the granting of this Contract or which may anywise result therefrom, whether
or not it shall be alleged or determined that the act was caused through negligence or omission
of the Seller or its employees, or of the subSeller or assignee or its employees, irony. and the
Seller shall, at his own expense, appear, defend and pay all charges of attorneys and all costs
and other expenses arising therefrom of incurred in connection therewith, and, if any judgment
shall be rendered against the Buyer in any such action, the Seller shall, at its own expenses,
satisfy and discharge the same Seller expressly understands and agrees that any band required
by this contract, or otherwise provided by Seller, shall in no way limit the responsibility to
indemnify, keep and save harmless and defend the Buyer as herein provided.
22. TIME. It is hereby expressly agreed and understood that time is of the essence for the
perfomtsmoe of this contract, and failure by contract to sal the time spaifmcadons of thls
agreement will cause Seller to be in default of this agreement.
23. MBE. The City of Lubbock hereby notifies all bidders that in regard to any contract entered
into pursuant to this request, minority and women business enterprises will be afforded equal
opportunities to submit bids in response to this invitation and will not be discriminated against
on the grounds of suce, color, sex or natural origin in consideration for an award.
1000250