SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR SERVICES RELATED TO THE FIBER
OPTIC SYSTEM INTERNET ACCESS OPERATIONS
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
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: November 7, 2023
Termination Date: November 6, 2026
Consideration: Total not to exceed $444,586.80 (includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 12.20
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS, INC. FOR SERVICES RELATED TO THE FIBER OPTIC SYSTEM
INTERNET ACCESS OPERATIONS
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Fujitsu Network Communications, Inc., a California corporation (“Contractor”).
The City and Contractor agree as follows:
1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on November 7, 2023.
2.0 SCOPE OF SERVICES.
2.1 Contractor shall perform all work necessary to complete the services set forth in the Contractor's proposal to the City ("Proposal") dated October 10, 2023 Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.
2.2 All services shall be performed to the specifications set forth in this Agreement.
2.3 All services shall be performed in a competent and professional manner in accordance with the prevailing industry standards for such services.
3.0 PERSONNEL.
3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Agreement.
3.2 Contractor shall not subcontract any services to be performed by it under this Agreement without prior written approval of City.
3.3 All of the services required hereunder will be performed by Contractor or by City approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City.
4.0 TERM.
The term of this Agreement shall commence on November 7, 2023, and it shall continue until November 6, 2026, unless terminated at an earlier date pursuant to the provisions thereof.
5.0 COMPENSATION AND FEES.
5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of
the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.
5.2 Contractor's grand total compensation for the entire term of this Agreement, shall not exceed $444,586.80 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.
5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment, and transportation which may be required for furnishing services pursuant to this Agreement. Materials shall be of the highest quality. The above Agreement fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses.
5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City.
Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:
5.4.1 The actual costs of subcontractors for performance of any of the services that Contractor agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement.
5.4.2 Approved reproduction charges.
5.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement.
5.5 Contractor shall not receive any compensation for extra work performed without the prior written authorization of City. As used herein, “extra work” means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Compensation for any authorized extra work shall be paid in accordance with the payment schedule as set forth in Exhibit “B,” if the extra work has been approved by the City.
5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and
interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.
6.0 PAYMENT.
6.1 The City will be invoiced annually for scheduled services, as set forth in Exhibit B.
6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services scheduled and/or performed.
6.3 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment.
6.4 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice.
6.5 Payment of such invoices shall be payment in full for all services, authorized costs, and authorized extra work covered by that invoice.
7.0 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 practicable so as to avoid unreasonable delay in the progress of Contractor's services.
8.0 COORDINATION OF SERVICES. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.
9.0 INDEMNITY. 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.
10.0 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
Agreement, including any extensions thereto. Where the City of Vernon is included as an additional insured, the Contractor’s policies shall afford primary coverage. i. Automobile Liability with limits of $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage.
ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement 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.
iii. General Liability with limits of $1,000,000 per occurrence and $2,000,000 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 Agreement.
Contractor’s insurance policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (1) If Contractor employs other contractors as part of the services rendered, Contractor shall ensure that any subcontractor who provides services under this Agreement will carry insurance which meets the requirements set forth herein.
iv. Technology Errors and Omissions coverage in a sum of $1,000,000 each claim/occurrence and $2,000,000 policy aggregate, where such risk is applicable. Applicable aggregates must be identified. Contractor shall include but not be limited to, claims involving unintentional infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, the release of private information, alteration of electronic information, and network security. The policy shall provide coverage for breach response costs, regulatory fines, penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.
v. 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:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(2) 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 the City, its directors, commissioners, officers, employees, and volunteers for losses arising from the performance of this Agreement or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in the performance of this Agreement.
vi. Contractor shall ensure that it will notify the City in the event of cancellation of any of the insurance policies included in this clause.
vii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. viii. Prior to commencement of performance, Contractor shall furnish the 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. ix. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify the City and cease all performance under this Agreement 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 to Contractor, at City's option; (b) immediately terminate this Agreement; 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 set-off or recoupment from any sums due Contractor.
11.0 LIMITATION OF LIABILITY.
The City acknowledges and agrees that:
11. 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 payable by City to Contractor for the services for the month(s) in which the event(s) or circumstance(s) giving rise to the claim(s) occurred. 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. Such limitation shall not limit any insurance coverage payment(s) due to City pursuant to the terms of this agreement.
12.0 GENERAL TERMS AND CONDITIONS.
12.1 INDEPENDENT CONTRACTOR.
12.1.1 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, officer or employee of City and shall furnish such services in its own manner and method except as required by this Agreement, or any applicable statute, rule, or regulation. 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. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
12.1.2 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.
12.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise.
12.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3)
years after completion or earlier termination of this Agreement. Contractor 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 City.
12.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.
12.5 RESPONSIBILITY FOR ERRORS. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
12.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement 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 Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.
12.7 SUCCESSORS. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors, and/or assigns.
12.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement 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. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.
12.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal,
State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.
12.10 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Agreement, 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.
12.11 INTERPRETATION.
12.11.1 Applicable Law. This Agreement shall be deemed an agreement and shall be governed by and construed in accordance with the laws of the State of California. Contractor agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.
12.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement 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).
12.11.3 Written Amendment. This Agreement 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 Agreement shall be of no force or effect.
12.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, 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 Agreement.
12.11.5 Order of Precedence. In case of conflict between the terms of this Agreement and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail.
12.11.6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
12.12 TIME OF ESSENCE. Time is strictly of the essence of this Agreement and each and every covenant, term, and provision hereof.
12.13 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement, and its execution of this Agreement has been duly authorized.
12.14 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 Agreement, 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.
12.15 NOTICES. Any notice or demand to be given by one party to the other must be given in writing and by personal delivery or prepaid first-class, registered or certified mail, 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: City of Vernon
Attn: Carlos R. Fandino, Jr., City Administrator
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. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.
12.16 NO THIRD PARTY RIGHTS. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right or remedy in, under, or to this Agreement.
12.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Agreement 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 satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause.
12.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. In case of default by Contractor, the City reserves the right to procure the goods or services from other sources and to hold the Contractor responsible for any excess costs occasioned to the City thereby. Contractor shall not be held accountable for additional costs incurred due to delay or default as a result of Force Majeure. Contractor must notify the City immediately upon knowing that non-performance or delay will apply to this Agreement as a result of Force Majeure. At that time Contractor is to submit in writing a Recovery Plan for this Agreement. If the Recovery Plan is not acceptable to the City or not received within 10 days of the necessary notification of Force Majeure default, then the City may cancel this order in its entirety at no cost to the City, owing only for goods and services completed to that point.
12.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City
for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
12.19.1 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
12.20 MAINTENANCE AND INSPECTION OF RECORDS.
The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.
The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.
The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.
12.21 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.
12.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
12.23 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective
Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.
12.24 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 agreements. 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.
12.25 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or 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 “C”. [Signatures Begin on Next Page].
IN WITNESS WHEREOF, the Parties have executed this Agreement 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
CONTRACTOR'S PROPOSAL
QUOTATION
FUJITSU NETWORK COMMUNICATIONS
2801 Telecom Parkway
Richardson, TX 75082 Quotation #: Q-4219-r04
Quote Date: 10/10/23
Quotation valid until: 02/07/24
Customer: SFDC#: 2021-057428
City of Vernon
Project Information: City of Vernon
Location of Sites: City Hall (CH); Fire Station (FS), Control Center (CC) Sales Contact: Keith Lerch Number of Network Devices: 24 Prepared by: Mike Wietecha o FW9500 = 1 (FS - Optical) Renewal Term: From Migration +3 Yrs o CDS = 4 (FS - Optical)
o Juniper MX204 = 2 (CH - Ethernet)
o Juniper QFX5120 = 2 (CH - Ethernet)
o S100 = 7 (CC & CH - Optical)
o Firewall = 2 (CH - Ethernet)
o Servers = 5 (CH - Server)
o CPE = 1 (CH - CPE)
Item Part Number and Description Annual Price
Discounted
Annual Price
(Fault MGT)
Qty Term Total Price
NOC: Fault Management for devices indicated above
10 MNS-S-FM-O (Optical) $3,801.18 $3,231.00 12 3 $116,316.00 20 MNS-S-FM-E (Ethernet) $2,351.76 $1,999.00 6 3 $35,982.00 30 MNS-S-FM-S (Servers) $485.88 $413.00 5 3 $6,195.00
40 MNS-S-FM-A (CPE) $200.00 $170.00 1 3 $510.00
o 24x7x365 Monitor & Notify & Troubleshoot
o Automated Notification of Alarms (e.g., via email/text) o Monthly Reporting/Customized Reports
o Incident Ticket Management
o Program & Project Management
o Service Delivery Manager
o Remote Break/Fix Ownership to Restoration
o Problem Management Restoration
o OEM Maintenance Support/Third-Party Support
50 MNS-S-PROV10 $6,831.00 3 $20,493.00
o Remote Provisioning
o One Block of 10 Move, Add, Changes (MAC's). May not use more than 10 MAC's during any 1 month period
60 MNS-S-DVPN $11,286.00 3 $33,858.00
o Connectivity Fee
Maintenance Support Pkg (MSP)
70 SE.1-2357 $77,077.60 3 $231,232.80
Maintenance Support for devices and sites indicated above o Software Maintenance and Upgrade
o Repair & Return
o On Site Maintenance with a NBD response time
TOTAL $444,586.80
Assumptions:
General Information:
3. Fujitsu’s NOC connections of the managed netw ork w ill be the responsibility of customer unless otherw ise indicated above (offered under MNS-S-SVPN or MNS-S-DVPN)
1. Device count based on netw ork assumptions indicated above
2. Customer w ill maintain maintenance agreements w ith vendor of selection.
4. Provisioning w ill be the responsibility of customer unless otherw ise indicated above (offered under part number MNS-S-PROV10).
5. Monthly activity report w ill be delivered no later than 1 month follow ing the closure of the previous month's activity.
6. Any netw ork issues related to the carrier side w ill be handled specifically by the carrier for resolution. FNC w ill troubleshoot and resolve issues related to managed devices only.
7. Provisioning: Move, Add, Change w ill be executed during a scheduled maintenance w indow as defined in the statement of w ork.
8. OSM- Break/Fix on initial sites: Customer w ill ensure replacement hardw are (if needed) w ill be available prior to technician arriving at site location.
9. Remote Technical Assistance is a required component in all Maintenance Support Pkgs, but is omitted from the MSP package on this quote since Fault Management w ill be in place. Fault Mgmt customers may obtain technical assistance by calling the TAC and identifying themselves as a NOC customer. If an MSP is purchased w ithout device management, there w ill be an additional charge to add this component to any packages offered on this quote.
1. Quotation valid for 120 days from issue date above. All prices are in US Dollars unless otherw ise noted.
2. All SLAs w ill be billed annually, in advance of service, unless otherw ise agreed.
3. All multi-year SLAs w ill have an annual review of netw ork grow th to determine any price changes resulting there from, unless otherw ise agreed.
4. Receipt of a Purchase Order by FNC constitutes the customer's acceptance of the pricing and terms of this quotation.
5. Customer w ill reference quotation number listed on document for ordering purposes Appendix A-1
Description ofServices
1. FAULT MANAGMENT
The component of network management concerned with detecting, isolating and restoring problems in the managed network. It is the process of identifying and locating faults in the network. This could include discovering the existence of the problem, identifying the source, and possibly repairing (or at least isolating the rest of the network from) the problem.
2. INCIDENT MANAGEMENT
The process to restore a normal service operation as quickly as possible and to minimize the impact on business operations, thus ensuring that the best possible levels of service quality and availability are maintained.
3 PROBLEM MANAGEMENT
The process of resolving incidents and problems caused by end-user errors or network infrastructure issues and preventing recurrence of such incidents.
NOTE: An incident is an event that disrupts normal operation. A problem is an underlying issue that could lead to an incident.
4. TRAFFIC RESTORATION
Action taken to repair and return to service one or more telecommunications network(s), device or circuit.
5. INVENTORY/ASSET TRACKING
The detailed recording and updating of information that describes the Inventory/Assets within the managed network. Information such as the device/unit name, serial numbers, date-of-manufacture, release or version numbers which are typically used for replenishment, carrying costs of inventory, asset management, inventory forecasting, inventory evaluation, inventory visibility, physical inventory, available physical space for inventory, quality management, replenishment, returns and defective goods, and demand forecasting assistance.
6. CIRCUIT RESOURCE TRACKING
The detailed recording of the complete path of circuits within the managed network; including the identification tags, originating and terminating devices and locations, pass-through devices and locations, and any details necessary to provide advice and guidance to the customer about circuit terminations, customer assignments, bandwidth utilization and other specific details for troubleshooting or for the customers' engineering purposes.
7. THIRD PARTY MANAGEMENT
Carrier/Vendor Coordination of outsourced logistics services. Logistic services encompass anything that involves management of the way resources are moved to the areas where they are required.
8. BREAK/FIX
Defined as support for troubleshooting, isolating and resolving troubles within the managed circuits, networks or network devices up to the first demarcation point from the managed devices listed in an SOW.
9. SOFTWARE SUBSCRIPTIONS:
This service describes Software Subscriptions that are available from FNC for software Products licensed to Customer and identified by an FNC-designated part number. The subscriptions below must be purchased at the time Customer pays the applicable RTU license fee for the applicable software Product.
9.1 NE Software Subscription. The NE Software Subscription grants Customer the right to receive all Major, Minor, and Maintenance release level software that becomes generally available for the NE Software Products Customer is currently using and for which Customer has paid FNC the applicable license fee. If Customer is not on the most recent Release of software for applicable NEs when this subscription is purchased, Customer may be required to update to that Release before being eligible for subsequent software updates. The software updates may be made available to the Customer to download from an FNC website. Customer is responsible for implementing any software update or upgrade provided by FNC under this subscription.
9.2 Element Manager (Craft Interface) Software Subscription. The Element Manager (Craft Interface) Software Subscription permits Customer to download from an FNC website copies of element manager (craft interface) software (e.g. NETSMART® 500) applicable to the Products covered as indicated in the quotation document provided at the time of purchase. FNC may track the type and number of copies of element manager (Craft Interface) software that Customer downloads to ensure the number of copies of such downloaded software is reasonable and applicable to the Products covered by this subscription.
10. ON-SITE SUPPORT - WITHIN A MUTUALLY AGREED TIME.
10.1 Scope of this Service. During the applicable term of this Service, FNC will, subject to the below terms and conditions of this provision and within a response time mutually agreed upon and entered on the SLA applicable to the purchase of this Service, dispatch a qualified technician to arrive at the site designated by Customer on the applicable SLA. Unless otherwise agreed by the parties and noted on the applicable SLA, a "day" or "business day" is defined as the customary working hours, Monday through Friday, at the Customer location, excluding mutually agreed holidays.
10.2 Prerequisite to Providing This Service. Before FNC can implement this Service for the Products identified on the applicable SLA, Customer must advise FNC, in writing, of the specific location(s) to be covered by this Service. After receiving all such information, FNC will have up to 45 days to deploy applicable personnel and Product in various locations to meet Customer's requirements. FNC will not be obligated to meet the mutually agreed upon response time until the sooner of (a) FNC advising Customer that it has completed all deployment requirements for applicable personnel and Products; or (b) the 45 day period has elapsed. However, while FNC is completing its deployment requirements, FNC will make every commercially reasonable effort to provide on-site personnel as soon as possible. During the applicable term of this Service, if Customer deploys FNC furnished equipment that Customer wants to have covered by this Service to a site other than one already identified pursuant to this section, FNC will not be obligated to meet the mutually agreed upon response time until Customer has advised FNC of the new location and then the sooner of (a) FNC advising Customer that it has completed all deployment requirements for applicable personnel and Products; or (b) 45 days elapse after Customer advises FNC of the new location.
10.3 Contacting TAC to Request Expedited On-Site Support. During the applicable term of this Service, if Customer believes it has a need for on-site support Customer should immediately contact FNC's TAC to log a CSR.
10.4 Dispatching On-Site Support. If FNC concurs that on-site support is necessary to resolve Customer's concern, FNC will dispatch technical support personnel to arrive at Customer's site within the mutually agreed upon response time after FNC receives Customer's request. FNC's obligation to respond in a time that is shorter than "next business day" is subject to fulfillment of Section 5.2 of this provision for the applicable Product. A "next business day" response is subject to (a) if FNC received Customer's request and confirms the problem before 4:00 PM (central time) on the business day the request was received, the advance replacement equipment will be shipped to arrive the next business day; (b) if FNC received Customer's request and confirms the problem after 4:00 PM (central time) on the business day the request was received, the advance replacement equipment will be shipped to arrive within 24 hours after the beginning of the next business day. Except as otherwise set forth in this Article, all travel and living costs for such personnel will be borne by FNC.
10.5 Customer's Obligation to Make Site Available. Customer is responsible for ensuring FNC personnel access upon their arrival to the site where the support is to be performed. If FNC is unable to obtain access to the site, Customer agrees that FNC has the right to invoice Customer, and Customer agrees to pay for travel and living expenses for the applicable trip made by FNC personnel.
11. REPAIR ANDRETURN.
11.1 Scope of this Service. During the applicable term of this Service, FNC will repair or replace any qualifying equipment, component, or hardware (individually or collectively "equipment") that is part of the covered Product (e.g. "FLASHWAVE®1 " 4xxx" family or "entire network"), identified by Customer on the applicable SLA, that does not materially conform to FNC's specifications.
11.2 Returning Equipment for Repair. Before Customer can return any equipment that Customer believes is in need of repair, Customer must first obtain an RMA from FNC in accordance with the Article entitled WARRANTY in the GENTS Supplementary Terms and Conditions. Return of equipment to the repair facility designated by FNC is at Customer's expense.
11.3 Repair, or No Trouble Found. This Service is for repair or replacement of equipment only, it does not include updating software and FNC will not, under any circumstances, have any liability or obligation for any Customer data contained in or on any equipment sent to FNC for repair. FNC will test returned equipment against FNC's applicable hardware specifications, exclusive of separately licensed software. If FNC determines there is "No Trouble Found" (NTF) with the equipment, Customer agrees to issue a purchase order to FNC for FNC's then current fee for each returned item found to be NTF. Except for equipment discussed in Section 5 of this Service description, if FNC determines that it is unable to repair the returned equipment, FNC will replace the equipment provided similar equipment is available or provide Customer with functionally equivalent equipment. Equipment that is repaired, replacement equipment, or equipment found to be NTF will be returned to Customer's point of shipment at FNC's expense.
11.4 Equipment Not Covered by this Service. Equipment that (a) has not been used or maintained in accordance with FNC's applicable specifications, documentation, and instructions; or (b) has not been packed for return in accordance with instructions provided by FNC or using reasonable care (e.g. avoiding the possibility of electrostatic discharge damage when packing equipment for return); or (c) has been subjected to accident, disaster, neglect, abuse, misuse, visible damage (e.g. burned, cracked, etc.), or physically damaged by attempted repair or modification by anyone other than FNC or its authorized service representatives without FNC's prior consent, does not qualify for repair or replacement under the charge for this Service, and unless the parties have otherwise mutually agreed, any such equipment will be returned to Customer at FNC's expense.
1 FLASHWAVE® is a trademark of Fujitsu Network Communications, Inc. (USA) All Rights Reserved.
EXHIBIT B
SCHEDULE
The City will be invoiced in advance of scheduled services in the amount of $148,195.60 per year for a not-to-exceed total of $444,586.80.
Item Part Number and Description Annual Price
Discounted
Annual Price
(Fault MGT)
Qty Term Total Price
NOC: Fault Management for devices indicated above
10 MNS-S-FM-O (Optical) $3,801.18 $3,231.00 12 3 $116,316.00 20 MNS-S-FM-E (Ethernet) $2,351.76 $1,999.00 6 3 $35,982.00 30 MNS-S-FM-S (Servers) $485.88 $413.00 5 3 $6,195.00
40 MNS-S-FM-A (CPE) $200.00 $170.00 1 3 $510.00
o 24x7x365 Monitor & Notify & Troubleshoot
o Automated Notification of Alarms (e.g., via email/text) o Monthly Reporting/Customized Reports
o Incident Ticket Management
o Program & Project Management
o Service Delivery Manager
o Remote Break/Fix Ownership to Restoration
o Problem Management Restoration
o OEM Maintenance Support/Third-Party Support
50 MNS-S-PROV10 $6,831.00 3 $20,493.00
o Remote Provisioning
o One Block of 10 Move, Add, Changes (MAC's). May not use more than 10 MAC's during any 1 month period
60 MNS-S-DVPN $11,286.00 3 $33,858.00
o Connectivity Fee
Maintenance Support Pkg (MSP)
70 SE.1-2357 $77,077.60 3 $231,232.80
Maintenance Support for devices and sites indicated above o Software Maintenance and Upgrade
o Repair & Return
o On Site Maintenance with a NBD response time
TOTAL $444,586.80
EXHIBIT C
EQUAL EMPLOYMENT OPPORTUNITY
PRACTICES PROVISIONS
A. Contractor certifies and represents that, during the performance of this Agreement, 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, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class.
D. Contractor agrees to provide the City with 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 employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law.