LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR NETWORK ENGINEERING AND NETWORK
MODERNIZATION SERVICES
COVER PAGE
Contractor: Fujitsu Network Communications, Inc.
Responsible Principal of Contractor: Keith Lerch, Sales Client Executive Notice Information - Contractor: Fujitsu Network Communications, Inc. 2801 Telecom Parkway
Richardson, TX 75082
Attention: FNC Legal
Email: [email protected]
Phone: (908) 313-6913
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager of Public Utilities
Telephone: (323) 583-8811 ext. 579
Commencement Date: March 15, 2023
Termination Date: March 14, 2026
Consideration: Total not to exceed $652,765.97(not
inclusive of applicable sales tax or shipping
costs)
Records Retention Period Three (3) years, pursuant to Section 26.0
LABOR AND MATERIALS CONTRACT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR NETWORK ENGINEERING AND NETWORK
MODERNIZATION SERVICES
This Contract is made between the City of Vernon, a California charter City and California municipal corporation ("City"), and Fujitsu Network Communications, Inc., a California corporation, with headquarters located at 2801 Telecom Parkway Richardson, Texas 75082 (“Contractor” or “FNC”).
The City and Contractor agree as follows:
1.0 Contractor shall furnish all necessary and incidental labor, material, equipment, transportation and services as described in, and strictly in accordance with, and subject to all terms and conditions set forth in this Contract and defined in a mutually agreed Statement of Work (“SOW”) for Network Engineering and Network Modernization Services, attached hereto and incorporated herein by reference as Exhibit “A”.
2.0 All work shall meet specifications referenced in Exhibit “A”.
In the event Contractor fails to perform satisfactorily the City shall advise Contractor in writing, and Contractor shall have thirty (30) calendar days to cure such failure and bring into accordance with specifications referenced in Exhibit A. If Contractor fails to so cure its performance within said thirty (30) calendar days, the City may, at its option, terminate this Contract for default without further liability, other than payment to Contractor for work performed prior to the date of termination.
3.0 Contractor shall commence work upon the execution of this Contract, any SOW, and upon Contractor’s receipt City’s Purchase Order (“PO”).
4.0 In consideration of satisfactory and timely performance of requested work set forth in Exhibit A, the City shall pay Contractor in accordance with Exhibit A and pursuant to Section 8.0.
5.0 TERM. The term of this Contract shall commence on March 15, 2023, and it shall continue until March 14, 2026, unless terminated at an earlier date pursuant to the Contract provisions thereof.
6.0 PRICES. Pricing for Contractor’s services are provided in the SOW referenced in Exhibit A.
7.0 INVOICING.
7.1 Contractor will submit invoice(s) to City for services scheduled and/or performed in accordance with the SOW in Exhibit A.
7.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services scheduled and/or performed.
8.0 PAYMENT TERMS. Payment terms are net 30 days after the date of invoice.
Payment of such invoice(s) shall be payment in full for all products, services, authorized costs, and authorized extra work covered by that invoice. All payments must be in U.S. dollars.
Contractor may, at its option, charge and City agrees to pay, a service charge of 1% per month on overdue accounts. If City becomes delinquent in the payment of any amount due, in addition to the service charge, Contractor, at its option and upon notice to City, may suspend performance under or terminate any then-outstanding POs without further liability to City.
9.0 TAXES. City is responsible for (a) any sales, use, or other taxes of any kind applicable to the shipment, purchase, or license of products, services, or deliverables from Contractor, and (b) any duties or other charges related to the export/import or clearance that may be applicable to the products, services, or deliverables. Unless City furnishes Contractor with a tax exemption certificate acceptable to the applicable taxing authority before the date Contractor ships (or provides access to) product or performs services, City will be invoiced for any such charges where applicable. A change in price for a product or service will not affect the price of that product or service on a City PO that has already been received and acknowledged in writing by Contractor.
10.0 DELIVERY AND SHIPPING CHARGES. Delivery and Shipping Charges.
Delivery of product occurs as noted below. City is responsible for all shipping fees.
Continental U.S.:
• FCA-DFW Airport or FCA Richardson, TX U.S.A. dock. *
• City will provide routing via Contractor’s carrier.
* Unless City’s PO specifies shipment by a named commercial carrier with shipping charges paid by City as requested above, Contractor will select the carrier, prepay shipping charges, and bill City. Shipment by a carrier selected by Contractor does not shift any liability to Contractor.
11.0 TITLE. Title to all software licensed to City remains at all times in Contractor or its suppliers, as applicable. Title to equipment and material purchased passes upon payment in full of the SOW.
12.0 CITY’S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practical so as to avoid unreasonable delay in the progress of Contractor’s services.
13.0 GENERAL TERMS AND CONDITIONS.
13.1 INDEPENDENT CONTRACTOR.
13.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent or employee of City and shall furnish such services in its own manner and method except as required by this Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment
of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
13.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.
13.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, neither party or its subcontractors, if any, shall have authority, express or implied, to act on behalf of or bind the other party in any capacity whatsoever as agents or otherwise.
13.3 OWNERSHIP OF WORK. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets and other documents prepared by either party in furtherance of the work shall be the sole property of the originating party and shall be returned to the originating party whenever requested. Both parties shall keep such documents and materials on file and available for audit by the the other party for at least three (3) years after completion or earlier termination of this Contract. Either party may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the other party.
13.4 WORKMANSHIP. Contractor shall perform the services in a good and workmanlike manner, in accordance with all applicable laws, regulations, rules and ordinances.
13.5 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work in accordance with Exhibit A, without additional cost to the City.
13.6 SOFTWARE WARRANTY. For Contractor Software, Contractor warrants that for a period of ninety (90) calendar days from date of availability from Contractor (a) the media on which the Software is furnished will be free of defects in materials and workmanship and (b) the Contractor Software (as delivered by Contractor) will function substantially as described in its documentation when used on the hardware and with the system or configuration for which the Contractor Software is specified.
13.6.1 SOFTWARE REMEDY. City’s sole remedy under this limited warranty is (a) with respect to defective media (if any), replacement of the media at no additional charge to City if it is returned to Contractor during the Contractor Software warranty period with proof of the date of shipment and (b) with respect to the Contractor Software functionality, for Contractor to use reasonable efforts to provide a maintenance release, patch, or workaround or otherwise correct the Contractor Software to bring it substantially into conformance with the documentation.
13.6.2 SOFTWARE WARRANTY EXCLUSIONS. This limited Contractor Software warranty does not apply if the Contractor Software (a) has been altered, except by Contractor, (b) has not been used in the manner specified in the Documentation supplied or made available by Contractor; (c) has not been installed or operated in accordance with the documentation or instructions supplied by Contractor, (c) has not been repaired or maintained
by Contractor; (e) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, (d) is used in high-risk applications, or (e) has not been provided by Contractor or its authorized resellers. Contractor does not warrant that the operation of Contractor Software will be uninterrupted or error free, or that Contractor Software functions will meet City’s requirements.
13.6.3 SUPPLIER SOFTWARE WARRANTY. For Contractor’s supplier Software retaining the supplier branding identity and licensed by Contractor to City, the applicable supplier Software warranty, remedy, exclusions, and related terms apply, in which case Contractor shall pass through to City, to the maximum extent permitted, the Software warranty provided by Contractor’s supplier.
13.7 WAIVER. Either party’s waiver of any term, condition, breach or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Contract shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought.
13.8 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns in accordance with Section 13.9.
13.9 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion except that Contractor may assign or transfer the Contract without the prior written consent of City to an affiliate who assumes the obligations assigned or delegated under this Contract. City shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the Contractor. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the assigning party of its obligations under this Contract. No assignment shall release the original parties or otherwise constitute a novation.
13.10 COMPLIANCE WITH LAWS. The parties shall comply with all Federal, State, County and City laws, ordinances, resolutions, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof.
13.11 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
14.0 INTERPRETATION.
14.1 APPLICABLE LAW. This Contract, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California, without regards to its conflict of laws rules.
14.2 ENTIRE CONTRACT. This Contract, including any Exhibits attached hereto, constitutes the entire contract and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral).
14.3 WRITTEN AMENDMENT. This Contract may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect.
14.4 SEVERABILITY. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract.
14.5 ORDER OF PRECEDENCE. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Contract shall strictly prevail.
14.6 CHOICE OF FORUM. The parties hereby agree that this Contract is to be enforced in accordance with the laws of the State of California.
14.7 AUTHORITY OF CONTRACTOR. Each party hereby represents and warrants to the other party that it has the right, power, legal capacity and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized.
14.8 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery.
15.0 CONFIDENTIAL INFORMATION.
15.1 Definition. Confidential Information means any information disclosed by one party to the other, whether belonging to the disclosing party or one of its suppliers, that should reasonably be understood by the recipient because of legends or other markings, the circumstances of disclosure, or the nature of the information itself to be proprietary and confidential to the discloser, one of its suppliers or to any other third party. Each party may use the Confidential Information disclosed by the other only as necessary to perform under this Contract.
15.2 Exceptions. The restrictions of this provision do not apply to information that (a) was in the recipient’s possession without confidentiality restriction before its disclosure, (b) is or becomes generally available to the public through no fault of the recipient, (c) the
recipient independently develops without reference to any Confidential Information received from the discloser, or (d) the recipient obtains without breach of any obligation of confidentiality owed to the discloser.
15.3 Non-Disclosure and Protection. The recipient must treat the discloser’s Confidential Information in the same manner that it treats its own information of similar importance, but with no less than reasonable care. The recipient may not divulge the discloser’s Confidential Information to any third person or make any use of it except as expressly authorized herein. The recipient must limit disclosure of Confidential Information received from the discloser to recipient’s employees, affiliates, suppliers, contractors, or agents who (a) need to use or access the Confidential Information to configure, modify or use the products or to carry out the recipient’s obligations under this Contract and (b) have agreed in writing to treat the Confidential Information in accordance with this provision.
15.4 Judicial or Governmental Request. If the recipient is ordered to disclose the discloser’s Confidential Information under a judicial or governmental request, requirement, or order, the recipient must (a) promptly notify the discloser, (b) take reasonable actions and provide reasonable assistance to the discloser to secure confidential treatment of the Confidential Information, and (c) disclose only the Confidential Information that is required to comply.
15.5 Limitation on Copying and Return of Information. The recipient may not reproduce or copy any Confidential Information, except as reasonably needed to perform under this Contract. Each copy or reproduction of Confidential Information authorized under this provision must include all notices of patent rights, copyrights, trademark rights, or similar proprietary rights included on the original version furnished to the recipient by the discloser.
Upon termination of this Contract, the recipient’s right to use the Confidential Information will immediately terminate (excluding licensed products whose term of use is subject to the license rights granted above). Upon termination or any earlier demand by the discloser, recipient must promptly return to the discloser or, at the discloser’s option, confirm destruction of all tangible materials that disclose or embody the discloser’s Confidential Information.
16.0 INDEMNITY.
16.1 Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities"), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Contractor hereunder, or arising from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.
16.2 Third Party Injunctive Action. If any third party obtains an injunction against City 's use of any products or service as a result of a claim, or if Contractor determines, in its sole discretion, that City’s use of any products or receiving a service may be subject to a claim, Contractor may, at its own expense and option (a) procure for City the right to continue
using the products or receiving the service; (b) replace the products or service with a products or service of substantially equal or greater functionality; or (c) modify the products or service to avoid a claim. If in Contractor’s sole judgment none of these alternatives are reasonably available, Contractor may (i) request that City return the applicable products to Contractor and upon its receipt provide City a credit toward future purchases equal to the purchase price of the products paid by City, less a reasonable adjustment for beneficial use; or (ii) cease performance of the service and grant City a credit for any amounts paid for any portion of the service not yet performed.
16.3 Allegations Not Covered. Contractor will not be liable to City for actual or alleged infringement if (a) the products in question is used in combination with items not furnished by Contractor when use of the products by itself would not cause the infringement or claim; (b) the products is used in a manner for which it was not designed by Contractor; (c) modifications were made to the products by someone other than Contractor after delivery to City; or (d) the infringement arises from Contractor’s compliance with City’s specifications or request. Contractor will not be liable for any claim of trademark infringement based upon any branding or marking not applied by Contractor or that is applied at City’s request.
17.0 LIMITATION OF LIABILITY.
The City acknowledges and agrees that:
17.1 CONTRACTOR'S MAXIMUM LIABILITY TO THE CITY FOR ANY
CLAIM(S) ARISING FROM OR RELATING TO THIS CONTRACT, WHETHER IN CONTRACT,
OR TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CITY TO CONTRACTOR FOR SERVICES FOR THE PRIOR TWELVE (12) MONTH(S) IN WHICH THE
EVENT(S) OR CIRCUMSTANCE(S) GIVING RISE TO THE CLAIM(S) OCCURRED, AND THE AMOUNTS OF ANY APPLICABLE INSURANCE COVERAGE. IN NO EVENT WILL
CONTRACTOR OR ITS SUPPLIER(S) BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO
DAMAGES CAUSED BY THE CITY S FAILURE TO PERFORM ANY OF ITS
RESPONSIBILITIES, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, EVEN IF
CONTRACTOR OR ITS SUPPLIER(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18.0 FORCE MAJEURE. Except with respect to City’s obligation to make payment for products or services received, each party is excused from performance hereunder for any period and to the extent that the cause preventing the party’s performance is beyond its reasonable control or renders performance commercially unreasonable.
19.0 COMPLIANCE WITH ALL EXPORT LAWS AND REGULATIONS. City agrees to (a) comply in all respects with all applicable laws and regulations related to the products in the territory, including, without limitation, the United States Export Administration Regulations, as amended, which provide generally that no commodities or technical data, including any hardware, software, or other technical data (or direct products thereof) provided under this Contract, will be disclosed (including to foreign nationals in the United States), or otherwise exported or re-exported, directly or indirectly, without first obtaining all prior approvals from the U.S. Department of Commerce as required by the Export Administration Regulations, and to comply with all prohibitions against exports or re-exports involving restricted or prohibited persons, entities, or countries, or proliferation end uses or end users (engaged in nuclear,
biological or chemical weapon, or missile development), all as explained in detail at www.bis.doc.gov/; and (b) comply in all respects with the United States Foreign Assets Control Regulations, as amended, which prohibit generally any involvement in dealings or transactions, directly or indirectly, with proscribed countries, companies, and individuals, including foreign countries embargoed by the United States, and foreign nationals and companies identified by the United States as engaged in improper activities or representing the interests of such embargoed countries, as well as other countries, entities and individuals so designated from time to time by the United States government, all as explained at www.treas.gov/offices/enforcement/ofac.
20.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage.
20.1 Automobile Liability with limits of $1,000,000 combined single limit including owned, hired, and non-owned liability coverage.
20.1.1Contractor agrees to subrogate automobile liability resulting from performance under this contract by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the Contractor under the performance of the services.
20.2 General Liability with limits of $1,000,000 per occurrence and $2,000,000 in aggregate written on an Insurance Services Office (ISO) Commercial General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be included on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Contract.
Contractor insurance policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance.
A. If Contractor employs other contractors as part of the services rendered, Contractor shall ensure that any subcontractor who provides services under this Contract will carry insurance which meets the requirements set forth herein.
20.3 Technology Errors and Omissions coverage in a sum of $1,000,000 each claim and policy aggregate, where such risk is applicable. Applicable aggregates must be identified. Contractor shall maintain such coverage for at least one (1) year after the termination of this Contract.
20.4 Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners:
A. Provide copy of permissive self-insurance certificate approved by the State of California; or
B. Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or
C. Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract.
20.5 Contractor shall ensure that it will notify the City in the event of cancellation of any of the insurance policies included in this clause.
20.6 Insurance shall be placed with insurers with a Best's rating of no less than A-VIII.
20.7 Prior to commencement of performance, Contractor shall furnish City with an Acord certificate of insurance for each policy. Each certificate is to be executed by a person authorized by that insurer to bind coverage on its behalf or an authorized representative of Contractor’s insurance broker. The certificate(s) must be in an Acord form. City may require a complete, certified copy of any relevant insurance policy required under this Contract in the event of a covered claim
20.8 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of setoff or recoupment from any sums due Contractor.
21.0 NOTICES. Any notice or demand to be given by one party to the other shall be given in writing and by personal delivery or prepaid first-class, registered or certified mail, or email, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice.
If to the City: City of Vernon
Attn: Todd Dusenberry, General Manager of Public Utilities 4305 Santa Fe Avenue
Vernon, CA 90058
Email: [email protected]
With a Copy to: Carlos R. Fandino, Jr.
City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Email: [email protected]
If to the Contractor: Fujitsu Network Communications, Inc.
Attn: FNC Legal ([email protected])
2801 Telecom Parkway
Richardson, TX 75082
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date of posting, whichever is earlier, or if emailed, on the date of delivery. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.
22.0 TERMINATION FOR CONVENIENCE (Without Cause). Either party may terminate this Contract in whole or in part at any time, for any cause or without cause, upon sixty (60) calendar days' written notice to the other party. If the Contract is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services completed prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.
23.0 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than thirty (30) calendar days after the date of the notice or any mutually agreed extended period.
24.0 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, except for payment for services performed in accordance with Exhibit A prior to the notice of termination, and except for reimbursement of (1) any payments made by the City in advance of services performed.
25.0 ADDITIONAL ASSURANCES
25.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Contract, the Contractor and any other parties with whom it may subcontract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit “D”.
25.2 VERNON BUSINESS LICENSE. Contractor shall obtain, and pay any and all costs associated therewith, any Vernon Business License which may be required by the Vernon Municipal Code.
26.0 MAINTENANCE AND INSPECTION OF RECORDS.
The City, or its authorized auditors or representatives, shall have access to and the right to audit at City’s expense any of the Contractor's records related to this Contact to the extent the City deems reasonably necessary to ensure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract.
The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Contract.
27.0 CONFLICT. Contractor hereby represents, warrants and certifies that no member, officer or employee of the Contractor is a director, officer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law.
28.0 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor will comply with all applicable sections of the California Labor Code.
29.0 PREVAILING WAGES. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City contracts. In addition, the selected consultant and/or any subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations. [Signatures Begin on Next Page].
IN WITNESS WHEREOF, the Parties have executed this Contract as of the Commencement Date stated on the cover page.
City of Vernon, a California charter City
and California municipal corporation
By:____________________________
Carlos Fandino, City Administrator
Fujitsu Network Communication, Inc., a
California corporation
By:
Name:
Title:
ATTEST:
_______________________________
Lisa Pope, City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney
EXHIBIT A
STATEMENT OF WORK
Network Equipment and Network Modernization Services
1. INTRODUCTION
This Statement of Work ("SOW”) is incorporated in and made part of the Contract between the City of Vernon (“City” or “Customer”) and Fujitsu Network Communications, Inc. (“Contractor” or “FNC”) dated March 15, 2023 and describes the network services and deliverables that Contractor will deliver to the City as part of the Contract. This SOW shall prevail and control with respect to any conflict with or inconsistency between the terms of this SOW and the Contract.
2. TERM
The term of this SOW begins upon the date of the last party to sign this SOW and receipt by FNC of acceptable Purchase Order(s) (“POs) and will expire on March 14, 2026, unless terminated at an earlier date pursuant to the Contract provisions thereof.
3. ACCEPTANCE
Contractor will provide a Job Completion Notice (“JCN”) for Acceptance of the services upon completion. The Customer will return the signed JCN to Contractor or notify Contractor of its rejection within ten (10) calendar days after Contractor delivers the JCN to the Customer. Any deliverable not rejected within ten (10) calendar days will be deemed accepted by the Customer.
4. INVOICING
Invoicing for Services identified in Section 6, Pricing, will be as follows:
Services Invoice Issuance
Network equipment Upon shipment
NetMod Phase 1
Deployment Services
(Installation & Turn-up and Test)
Upon completion of Installation and
Turn-up and Test and signed JCN by
location
NetMod Phase 2
NetMod RTR NDA
Upon completion of Discovery Audit
Report and signed JCN
NetMod Phase 3
Migration
Upon completion of the migration,
redlined engineering as-built package
and signed JCN
5. SCOPE OF WORK
5.1 Network Equipment
The new network will have 100G backbone connections between Juniper MX204, Juniper QFX5120 and Contractor 1FINITY S100 to have a non-blocking high-performance network.
Figure 1. Network Design after migration
5.1.1 Proposed architecture
5.1.1.1 Two (2) MX204 will face the Internet service provider and can receive full BGP routes if needed.
5.1.1.2 Two (2) Juniper QFX5120-48Y switches will use a 100G direct-attached cable to form a single LAG.
5.1.1.3 The LAG will provide a total of 96 1G/10G/25G Ethernet ports and 16 100G ports for the backbone connections.
5.1.1.4 Four (4) 1FINITY S100s in City Hall will form a single virtual chassis and will have one 100G uplink to each QFX5120-48Y.
5.1.1.5 Three (3) 1FINITY S100s in the control center basement will form a single virtual chassis.
5.1.1.6 The 1FINITY in City Hall will have two redundant 200G links (northbound and southbound) to connect to Control Center 1FINITY to have full redundancy.
5.1.1.7 The existing FW9500 located in the fire station will have one uplink to each QFX5120-48Y.
PPS 100MHz OUT
IN MX204
OK OFFLINE GM/PTP 0 1 2 3 MGMT CON /FAIL RESET 4
5 67 89 1011 BITS ToD ONLINE ALM SSD0 SSD1 MX204-01
PPS 100MHz OUT
IN MX204
OK OFFLINE GM/PTP 0 1 2 3 MGMT CON /FAIL RESET 4
5 67 89 1011 BITS ToD ONLINE ALM SSD0 SSD1 MX204-02
48 50 52 54
49 51 53 55
0 2 4 6 8 10 12 14
1 3 5 7 9 11 13 15
16 18 20 22 24 26 28 30
17 19 21 23 25 27 29 31
32 34 36 38 40 42 44 46
33 35 37 39 41 43 45 47 QFX5120-48Y-01
48 50 52 54
49 51 53 55
0 2 4 6 8 10 12 14
1 3 5 7 9 11 13 15
16 18 20 22 24 26 28 30
17 19 21 23 25 27 29 31
32 34 36 38 40 42 44 46
33 35 37 39 41 43 45 47
100 G 100 G
2x100G
Control Center Basement
Fire Station
FW9500
MO DE
STAT DUPL X SPEED STACK
SYST ACTV CONSO LE Catalyst 3650 24 2X10G
ServerViuew
60.120.46.135 NS1 60.120.46.136 NS2 60.120.46.137 NS3 60.120.46.132 NS4 60.120.46.134 COVFW01
COVDCNFW
Fujitsu NOC 100 G
Quest AS209 100 G
Level 3 AS3356
City Hall
100G 100G100G
Customer Location
RAD MiNID RAD MiNID RAD MiNID
S100-03
S100-02
S100-01
S100-04
S100-05 10G10G
S100-06
S100-07
CDS 1
CDS 2
CDS 3
CDS 4
5.1.2 Assumptions
5.1.2.1 Equipment hosted at environmentally controlled data centers or hub locations.
5.1.2.2 The design leverages only standardized or non-proprietary features to interface with third-party service providers and peering networks.
5.1.2.3 Multicast traffic is not a requirement and is not included in the proposed design.
5.2 Network Modernization Services
5.2.1 Installation, Test and Turn-Up Deployment Services
5.2.1.1 Network equipment installation at the City of Vernon City Hall
5.2.1.1.1 Installation of one (1) GMT Fuse Panel w/ 4AWG LD/RTN up to 30FT.
5.2.1.1.2 Installation of two (2) Juniper MX204 shelf w/ Power per EDP Run List.
5.2.1.1.3 Installation of two (2) Juniper QFX5120 shelves w/ Power per EDP Run List.
5.2.1.1.4 Installation of one (1) 1FINITY Housing shelf w/Interbay Power per EDP Run List.
5.2.1.1.5 Installation/Slotting of four (4) S100 1FINITY cards per EDP Carding Schematic.
5.2.1.1.6 Installation of six (6) Secondary Power LD/RTN up to 25FT.
5.2.1.1.7 Furnish/Installation of System Fiber of TBD quantity, but not to exceed (24) Fiber Jumpers.
5.2.1.2 Network equipment installation at the City of Vernon Substation
5.2.1.2.1 Installation of one (1) Circuit Breaker Panel w/ 4AWG LD/RTN up to 30FT.
5.2.1.2.2 Installation of one (1) 1FINITY Housing shelf w/Interbay Power per EDP Run List.
5.2.1.2.3 Installation/Slotting of four (4) S100 1FINITY cards per EDP Carding Schematic.
5.2.1.2.4 Installation of six (6) Secondary Power LD/RTN up to 25FT.
5.2.1.2.5 Furnish/Installation of System Fiber of TBD quantity, but not to exceed (24) Fiber Jumpers.
5.2.1.3 Turn-Up and Test Services
Contractor Network Implementation Engineer will perform the test and turn up of eight (8) S100 chassis, 2 Juniper QFX5120 Switches, and 2 Juniper MX204 routers followed immediately by the migration of a small subset of services to be monitored prior to execution of the full migration.
5.2.1.3.1 Prepare Turn-up & Test MOP.
5.2.1.3.2 Existing network elements are powered up and running error-free.
5.2.1.3.3 The Customer is to provide all required network topology schematics.
5.2.1.3.4 Test and turn up of eight (8) S100 chassis, 2 Juniper QFX5120 Switches, and 2 Juniper MX204 routers
5.2.1.4 Turn-Up and Test Assumptions
5.2.1.4.1 Five (5) days will be required for the Test and Turn-Up effort. If additional days are required, additional charges will apply.
5.2.1.4.2 Contractor to provide one (1) Contractor Network Integration Engineer (NIE) onsite for the effort defined in the SOW.
5.2.1.4.3 Existing hardware around the ring is in place, running error-free and requires no installation, fiber or provisioning.
5.2.1.4.4 The Customer will be responsible for any existing hardware issues being utilized for sit add/drop.
5.2.1.4.5 Onsite support will take place during regular business hours 8:00 AM - 5:00 PM.
5.2.1.4.6 If Maintenance Windows are required, additional charges may apply.
5.2.1.4.7 The Customer will set up all maintenance windows and arrange all access and escorts to the sites.
5.2.1.4.8 Customer-caused delays may incur additional charges and may be billed back to the Customer.
5.2.1.4.9 Any delays from the Customer’s internal systems, and processes, will be considered a Customer-caused delay and may be billed back to the Customer.
5.2.1.4.10 The fiber jumper from module to filter is within the same rack and can be run by an FNC NIE.
5.2.1.4.11 Existing network elements are powered up and running error-free.
5.2.1.4.12 All fibers/cables are installed and labeled.
5.2.1.4.13 Customer to provide client-side jumpers.
5.2.1.4.14 Customer-caused delays or re-schedules once POs are received for onsite/remote support may result in additional charges.
5.2.1.4.15 Site access does not require special equipment (including but not limited to 4x4, tire chains, ATV, snowplow, snowmobile/dog sled, snowshoes, helicopter, water pump, crane, or boat/ferry).
5.2.1.4.16 Any additions or changes to the scope of work that are clearly beyond the intent of the original scope of work could result in additional charges.
5.2.1.4.17 Any additional costs incurred as a result of conditions or actions beyond the control of Contractor will result in additional charges.
5.2.1.4.18 Additional trips will incur additional charges.
5.2.1.4.19 Any delays or changes in scope may incur additional costs.
5.2.2 Network Discovery & Analysis
Contractor’s Network Engineer will perform the Network Discovery and Analysis (NDA) in two phases. In the first phase, Contractor will extract data and analyze the existing network to develop a high-level strategy for migration. The strategy developed in phase 1 will be the basis for the development of the associated switch and router configurations required for the implementation of the migration plan. Phase 2 will include the migration and cut sheets used to execute the migration.
5.2.2.1 Assumptions
5.2.2.1.1 There are no more than 400 total services provisioned across the network.
5.2.2.1.2 An average of 20 services will be migrated per night.
5.2.2.1.3 All work will be performed remotely.
5.2.2.1.4 Adjustments to pricing are possible for variances of stated assumptions.
5.2.2.1.5 All circuits to be migrated are currently wired to a DSX or LGX panel on both the legacy system side and the network element side and both are properly labeled.
5.2.2.1.6 All DSX and LGX panels are on one floor with limited or no tie cables in the circuit path.
5.2.2.1.7 Contractor will receive an installation engineering design plan (EDP) from the installation vendor which conforms to Contractor requirements.
There will be an additional charge if the EDP does not contain the
5.2.3 Migration SOW
The existing router and switch configurations will be mirrored in the Juniper equipment.
Contractor will perform the migration in a surgical fashion by building connections to both the legacy equipment and the “new” juniper equipment simultaneously and placing them in the same OSPF domain. Services will then be migrated in a controlled fashion from the existing equipment to the new equipment by moving the fibers from the Contractor CDS port to the associated S100 port. All work will be executed in accordance with the MOP provided and approved by the City of Vernon during the Network Discovery and Analysis (NDA) phase.
5.2.3.1 Assumptions
5.2.3.1.1 There are no more than 400 total services provisioned across the network.
5.2.3.1.2 An average of 20 services will be migrated per night.
5.2.3.1.3 Required information will be provided by the Customer.
5.2.4 NetMod Deliverables
5.2.4.1 Phase 1: Completion of EFI&T
5.2.4.2 Phase 2: NetMod RTR NDA - Deliverable will be the Discovery Audit Report which includes the fibers and cables required to execute the migration, MOP, and cut sheets. Customer will review and approve before proceeding to the next phase
5.2.4.3 Phase 3: Deliverable will be the migration and redlined engineering as-built package - Customer will review and approve before final invoicing. Customer will review and approve before final invoicing
5.2.5 General Assumptions
5.2.5.1 Maintenance windows are from 10 pm till 6 am - 10 pm till 12 am on-site prep time and 12 am till 6 am actual migration time.
5.2.5.2 Pricing assumes 5 maintenance windows per week.
5.2.5.3 The Customer will set up all maintenance windows and arrange all access and escorts to the sites.
5.2.5.4 The Customer will provide a Secure User with level 3 secure login credentials for the existing Contractor equipment and will assist with any login issues that arise.
5.2.5.5 The Customer will provide login credentials for all non-Contractor equipment or any required information from non-Contractor equipment.
5.2.5.6 The Customer will be onsite to assist in the resolution of any problems during the Network Discovery and Migration Phases.
5.2.5.7 Contractor will not be held responsible for any incorrect information provided by the Customer.
5.2.5.8 The Customer will provide any definitive circuit information required that cannot be determined onsite during the audit.
5.2.5.9 The Customer will schedule all far-end Customer approvals and may be billed for project delays due to far-end Customer approvals.
5.2.5.10 The Customer will perform a network lockdown 1 week prior to migration activities scheduled to be performed.
5.2.5.11 The Customer will be responsible for providing any updates to the traffic on the network that takes place after the discovery phase.
5.2.5.12 The Customer will verify network integrity prior to Contractor performing the migration.
5.2.5.13 All traffic being affected is running error free prior to the start of the migrations.
5.2.5.14 The Customer will be responsible for providing the status of traffic before, during, and after the migration, with the assistance of Contractor.
5.2.5.15 The price does not include the removal of existing cabling or the legacy system equipment.
5.2.5.16 All new equipment that is required has been installed prior to arriving on-site for the migration.
5.2.5.17 Contractor will provide the final circuit layout and cut sheet information in the form of a final as-built delivery package within 2 weeks of the project's completion.
5.2.5.18 Customer will be responsible for updating all of its own internal records (this service is available and can be quoted independently).
5.2.5.19 Any additional scope of work that is not specifically spelled out in this SOW will be considered out of scope.
5.2.6 Customer Responsibilities
5.2.6.1 Work environment and safety rules
5.2.6.2 Circuit inventory records
5.2.6.3 Handling of trouble ticket procedures
5.2.6.4 Escalation procedures for normal working hours, off hours, and special phases of the project if they are different
6. PRICING
Equipment Name Site Name
OPTICAL
(USD)
SERVICES
(USD)
Subtotals
(USD)
1FINITY
City Hall $ 92,700.00 $ 124.00 $92,824.00
Fire Station $ 138,556.00 $ 124.00 $138,680.00
SubTotals $ 231,256.00 $ 248.00
Total $ 231,504.00
Equipment Name Equipment Type QTY
Subtotals
(USD)
Juniper
MX204-HW-BASE 2 $79,182.34
QFX5120-48Y-D-AFO2 2 $77,683.63
Total $156,865.97
Total $ 156,865.97
Services Name Services Type
Subtotals
(USD)
NetMod
EF&I $62,867.00
NetMod RTR NDA $64,312.00
NetMod Migration $137,217.00
Total $264,396.00
Total $ 264,396.00
Equipment/Services
Name
Services Type
Subtotals
(USD)
Total
1FINITY $231,504.00
Juniper $156,865.97
NetMod $264,396.00
Total $652,765.97
Total $ 652,765.97
EXHIBIT B
EQUAL EMPLOYMENT OPPORTUNITY
PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Contract, the Contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities.
B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age.
C. Contractor agrees that it shall, if requested to do so by the City, but no more frequently than once per calendar year, certify that it has not, in the performance of this Contract, discriminated against applicants or employees because of their membership in a protected class.
D. Contractor agrees to provide the City with reasonable access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its equal opportunity employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. All such records and copies provided by Contractor to City shall be considered Confidential Information.
E. Nothing contained in this Contract shall be construed in any manner as to require or permit any act which is prohibited by law.