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HomeMy WebLinkAbout4.5 Telecommunications Contract 600- 6 CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEETING DATE: April 24, 1989 SUBJECT Telecommunications Contract (NEC) Prepared by Paul S. Rankin, Assistant City Manager EXHIBITS ATTACHED Proposed Contract. (Excluding User Guides) RECOMMENDATION V. Authorize the Mayor to execute the agreement. FINANCIAL STATEMENT: Total purchase price is $84, 849 including tax. DESCRIPTION At the regular City Council meeting on April 10, 1989, the City Council approved the selection of NEC as the provider for a telephone system for the new Civic Center. Included in the proposal selected was the option for a voice mail messaging system. The system outlined in the agreement shall also have a battery back-up in the event of a power failure. In addition, the Police Facility will be capable of having power supplied by a diesel generator. The terms of the agreement identify the costs and schedule for the installation of the system. The City' s Telecommunication Consultant, CSD, has met with NEC representatives and developed an agreement for the purchase of the system. The agreement provides .for a phased payment in which 50% of the cost- of the system will only be paid after cutover to the new telephone system. In addition, the agreement provides protections for the City in the event that the system does not operate as represented by the manufacturer. NEC shall provide detailed testing of the system and training for all personnel. The agreement specifically identifies that with police personnel it may be necessary to arrange training sessions outside the normal business hours . The agreement also provides for intensive training for two individuals who may operate in the future as in-house trainers on the system. The terms of the agreement also include provisions for maintenance of the system. As noted in the original proposal, NEC will be maintaining this account from a service facility located in Pleasanton. The company will maintain the system for one year as part of the purchase agreement. Following the first year, the guaranteed maintenance cost on the proposed system is $5, 096 . In addition, the agreement establishes a maximum rate for the maintenance of the system for the following eight years . The maintenance agreement provides for an escalation of not more than 5 percent per year. If the City adds additional equipment, this would increase the maintenance cost. The agreement provides for established unit prices for modifications made during the implementation. As the original bid specification was extremely detailed, it is not anticipated that significant changes will occur. Any modifications will be based on the established unit prices and in F -cor.ance c ith the City Council' policy. -- . - - Staff would recommend that the City Council approve the terms presented and authorize the Mayor to accept the agreement. ---------------------------------------------------------------------------- COPIES TO: Glenn Rudh, CSD q�;* Kevin Janssen, NEC ITEM N0. AGREEMENT TO PURCHASE Agreement .entered into this day of April, 1988, between NEC Business Communications Systems Inc. , (herein after referred to as "NEC") ; and City of Dublin, a municipal government, currently located at 6500 Dublin Boulevard, Suite 205, Dublin, California, 94568. 1. NEC agrees to sell to the City of Dublin and the City of Dublin agrees to buy from NEC' the equipment listed in Schedule A attached, in accordance with the following terms and conditions: THIS AGREEMENT TO PURCHASE, TOGETHER WITH ALL SCHEDULES AND ATTACHMENTS CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THE SUBJECT MATTER HEREOF, AND THE CITY OF DUBLIN IS NOT BOUND BY ANY REPRESENTATIONS OR INDUCEMENTS NOT SET FORTH HEREIN. CUSTOMER ACKNOWLEDGES HAVING READ THE TERMS AND CONDITIONS HEREIN, AND AGREES TO BE BOUND THEREBY. 2. Equipment shall be located at the following "Premises" : Corner of Sierra Court and Dublin Boulevard, Dublin, CA 94568. 3. The City of Dublin shall purchase the equipment as follows: 3.1. Purchase - the City of Dublin agrees to pay NEC as follows: 3.1.1. Total Purchase Price $84,849.00 (includes tax) 3.1.2. Progress Payment - 20% 16,969.80 (due upon approval by City of telephone system database programming information) 3.1.3. Progress Payment - 30% 25,454.70 (due upon delivery of system) 3.1.4. Progress Payment - 40% 33,939.60 (due upon cutover) 3.1.5. Balance - 10% 8,484.90 (due upon acceptance of complete system) 4. The City of Dublin agrees to provide the necessary environmental conditions, as set forth in NEC's Request for Proposal response, dated February 28, 1989, for the operation of the equipment. 5. Installation Date, Cutover and Acceptance. NEC shall use its best efforts to make timely delivery and installation no later than July 1, 1989, or other such date that may mutually be approved in writing by parties hereto. It is understood that construction timetables may affect the installation date. Approved NEC Page 1 Approved City of Dublin Cutover herein is defined as the substantial completion of the installation by NEC so as to provide basic telephone service consisting of the four basic functions of a telephone system which are: 5.1. the ability to process incoming calls; 5.2. distribution of incoming calls; 5. 3. internal communications; 5.4. outgoing calls. Cutover shall not be accomplished until the City of Dublin is able to take possession of Premises. Conditions and Exclusions 5.5. In the event the system is not made operational by the date above, NEC agrees to pay as liquidated damages $200 per day for each day beyond the agreed to cutover date that the system is not installed and operational; which amount will not be considered a penalty but rather "liquidated damages" . The parties have agreed upon the liquidated damages since it is difficult to ascertain the exact amount of damages which would be sustained by the City of Dublin. These liquidated damages shall be effective only upon satisfaction of the following conditions, as verified by an authorized representative of NEC. 5.6. The term "installed and operational" shall mean that the equipment is functioning so as to be substantially providing the basic service for which the equipment is intended. Minor omissions or variances in performance of the equipment which do not materially affect the operation of the system as a whole shall not constitute failure to conform by NEC. 5.7. EXCEPT AS ELSEWHERE PROVIDED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL NEC BE LIABLE FOR AN INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS DAMAGE OR EXPENSE (INCLUDING BUT NOT LIMITED TO LOST PROFITS) DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF THE CITY OF DUBLIN'S INABILITY TO USE THE SYSTEM OR ANY PART THEREOF EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER EQUIPMENT; OR IN CONNECTION WITH ANY INSTALLATION, MAINTENANCE OR REPAIR WORK PERFORMED BY NEC UNDER THIS AGREEMENT; REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) , STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN. 6. The City of Dublin's Representative The City of Dublin has retained Communications Sales Dynamics, Inc. (CSD) to provide assistance with the coordination and implementation of the equipment and system described in Schedule I. NEC is hereby authorized to accept instructions from CSD when approved by the City of Dublin either verbally or in writing wherever necessary to complete the installation of the system. Approved NEC Page 2 Approved City of Dublin 7. Miscellaneous Titles to the paragraphs of this Sales Agreement are solely for the convenience of the parties and do not explain, modify, or interpret the provisions herein. This Sales Agreement shall not be amended or altered except in writing signed by all parties hereto and shall be governed by the Laws of the State of California. If any provisions of this Sales Agreement are in conflict with any statute or rule of law of the State of California, or provisions wherein it may be sought to be enforced, then such provisions shall be deemed null and void to the extent that they may conflict therewith, but without invalidating the remaining provisions hereof. The City of Dublin will permit or arrange for access to the Premises for NEC's installation and maintenance personnel, and shall provide a suitable protected area, herein defined as an enclosed area in the facility capable of being fully secured. 8. Costs of Enforcement In the event either party should litigate or otherwise seek legal proceedings to enforce the terms of this Agreement, the prevailing party's cost and expense (including reasonable attorney's fees) shall be the direct obligation of the party not prevailing. 9. The Work The work to be provided shall include the furnishing of all labor, materials, equipment, and services , excluding utility connection charges. 10. Change Orders, Drawings and Specifications The City of Dublin shall have the right to request changes within system configuration, either hardware or software, at any point in time during the system installation process; with the understanding that any change order requested by the City of Dublin less than 30 calendar days prior to delivery of switching equipment may be implemented by NEC at a point in time after, or subsequent to, installation Cutover Date scheduled. No changes shall be made, nor will bills for changes , alterations, modifications, deviations, and extra orders be recognized or paid for except upon the written order from the City of Dublin and approval by the City Council, as necessary. No chargeable overtime shall be allowed except upon the written order of the City of Dublin. Material of equal quality and merit or variations in construction methods from those detailed and specified may be used, but only upon written consent and approval of the City of Dublin. Approved NEC Page 3 Approved City of Dublin 11. Trade Unions All work to be performed in connection with this contract shall be by workmen or firms whose employees are not objectionable to the various trade unions who may be engaged in work on the Premises. NEC shall be wholly responsible for all trade union relations and the City of Dublin shall not be liable in any way for delays or claims arising through such causes . 12. Permits, Licenses, Ordinances, and Regulations 12.1. Any and all fees required by State, County, or City laws will be paid by NEC. All other permits or fees required by law, ordinances, tariffs and regulations shall also be paid by NEC. NEC must give notices necessary in connection therewith. 12.2. All work shall comply with local and other governing ordinances, codes, and regulations, including all OSHA regulations and requirements. This requirement does not relieve NEC of the responsibility for complying with NEC's own specifications if such specifications exceed those of governing codes, or regulations. 12.3. No claims for additional payment will be approved for changes required to comply with codes, ordinances, tariffs, and regulations in effect on the date of installation since it is NEC's responsibility to familiarize itself with such requirements before submitting its proposal. 12.4. On any work upon which an inspection certificate by local authorities, National Board of Fire Underwriters, or any other governing body is required, such inspection certificate or certificates shall be obtained by NEC and shall be paid for by NEC. 12.5. NEC shall procure all necessary certificates of acceptance or of completion required and issued by the State, City, or other authorities and deliver these to the City of Dublin. The City of Dublin may withhold any payments which are due or which may become due to NEC until the necessary certificates are procured and delivered. NEC will procure the necessary certificates as it relates to installation of the switch. The City of Dublin has the responsibility to procure the necessary certificates of acceptance required by the State or other authorities, i.e. , pertaining to construction at the Premises. 13. Indemnification Notwithstanding anything herein to the contrary, NEC shall indemnify the City of Dublin, its agents, officials, and employees against, and hold them harmless from, any and all losses resulting from bodily injury or damage to or loss of tangible property when such losses were caused by the negligent act or omission of NEC, its employees, and/or its subcontractors or any other person other than any act or omission of the City of Dublin, and from losses resulting from NEC's breach of this Agreement. NEC shall, at its own expense, defend any and all such action, and all costs and other expenses arising therefrom of incurred in connection therewith. NEC agrees to supply the City of Dublin with copies or verification of insurance for Workers Compensation, public liability, property damage and auto insurance. Approved NEC Page 4 Approved City of Dublin 14. Subcontractors The names and addresses of all proposed subcontractors shall be furnished in writing to the City of Dublin prior to commencement of their work. If in the City of Dublin's reasonable judgement any individual employee or subcontractor's employees performs the work in material deviation from the bid specification, NEC, after due notice from the City of Dublin, shall make reasonable efforts to replace such individual, but any single replacement shall in no way release NEC from its obligations and responsibility under this Agreement. Every subcontractor shall be bound by the items and provisions of this Agreement as far as applicable to its work. Nothing contained herein shall create any contractual relations between subcontractor and the City of Dublin. NEC shall be fully responsible to the City of Dublin for the acts and omissions of its subcontractors. Payments to any and all subcontractors employed by NEC for the completion of project for the City of Dublin will be the sole responsibility of NEC. Subcontractors will provide written notification to the City of Dublin if contractual payment schedules are not adhered to by NEC. 15. Testing NEC shall successfully complete the system testing as defined herein. Prior to the City of Dublin acceptance of the system, NEC shall perform complete system test, under observation of the City of Dublin or the City of Dublin's representative. NEC shall furnish all necessary test equipment and perform all work required to determine or modify the performance of the system to meet the specified functions as intended. The testing shall include, but not be limited to the following: 15.1. Test of all functions and class of service features for all stations to insure proper operation. 15.2. Test all PBX switching and call processing functions. 15.3. Test of all special and optional equipment such as batteries or voice mail subsystems. 15.4. Test all attendant console functions. 15.5. Adjustment of all equipment components and features for optimum quality operation. 15.6. Proper detailing of all telephones including the extension number and electronic key system number (if appropriate) . 15.7. Insure that all trunking equipment is properly balanced with local telephone utility trunks, including WATS, Local Central Office, FEX, DID, OPX, specialized common carriers, if any. NEC shall request that Pacific Bell balance its trunks and shall participate in this testing procedure. Approved NEC Page 5 Approved City of Dublin 15.8. Provide the City of Dublin's personnel with complete instructions in the proper operation of the system, by qualified representative of NEC, at times mutually agreed to by NEC and the City of Dublin. 15.9. Training on the proper use of the NEC provided telephone system will be provided as described under Paragraphs "Training Policy" . 16. Training Policy NEC will provide the following types of training classes: 16.1. ATTENDANT TRAINING Attendant is herein defined as that person or persons designated by the City of Dublin to process calls arriving at the console. NEC will provide an intensive training class for the attendant and a selected backup for the attendant. The training will run three to four hours in duration and include extensive hands-on training, lectures and practical exercises. Training will be conducted by qualified, professional instructors who will answer questions, alleviate concerns and guide the attendant through the learning process. Training materials will be provided. 16.2. STATION USER TRAINING Station User is herein defined as those employees of the City of Dublin designated to use the telephone station apparatus. NEC will provide one to two hour Station User training sessions at the City of Dublin location. The number of sessions will be based on the number of station users. The training will be conducted by qualified, professional instructors who will be able to ease the transition to a new system and help the station users become quickly proficient in its use and design. Training materials will be provided. User training will be provided beyond normal business hours for members of the City of Dublin Police Department. 16.3. TRAIN-THE-TRAINER NEC will train two of the City of Dublin's designated personnel in the use of the system's features so that they may, in turn, train their company's employees. This allows the City of Dublin to hold training sessions at their convenience and to train newly hired employees in a timely fashion. These personnel will also help ease the transition to the new system, suggest new applications for features to ensure the system is used to its fullest advantage, and help eliminate problems as they occur. Training materials will be provided. Approved NEC Page 6 Approved City of Dublin 16.4. VOICE MAIL TRAINING Voice Mail User is herein defined as those persons designated by the City of Dublin to have use of the City's voice mail system. This will include members of the City Council. NEC will provide Voice Mail User training sessions, which may be part of the Station User Training or a separate training session after the City has relocated to the Premises. The number of sessions will be based on the number of voice mail users. The training will be conducted by qualified, professional instructors who will be able to help the voice mail users to become quickly proficient in its use and function. Training materials from the manufacturer will be provided. Voice Mail User training may be required to be provided beyond normal business hours for members of the Dublin Police Department. 16.5. SUBSEQUENT TRAINING Subsequent training requested by the City of Dublin will be charged as follows: 16.5.1. The Customer Support Representative (CSR) , herein defined as an individual utilized to provide system and station user training @ $40 an hour. 17. System Acceptance Period Prior to the Acceptance Date, NEC shall, together with the City of Dublin or its Representative, complete a full inventory of the system components. "Standard of Performance" is the operation of the system during the thirty (30) consecutive calendar days immediately following cutover at an average effectiveness level of at least ninety percent (90%) . The date on which the system has met the Standard of Performance shall be referred to as the "Acceptance Date" . The "Effectiveness Level" for the system shall mean a percentage computed as follows: (Operational Use Time - System Failure Downtime) X 100 Operational Use Time "Operational Use Time" shall mean each 24 hour time period Sunday through Saturday, including "System Failure Downtime" . "System Failure Downtime" is that period of time when any of the following conditions are present and have been caused solely by NEC, NEC's subcontractors, or NEC-provided equipment or software: 17.1. no dial tone in system; 17.2. any attendant console incapable of answering or transferring calls; Approved NEC Page 7 Approved City of Dublin 17.3. 20% or more of the local loops in the switch provided by NEC are inoperable; or 17.4. 20% or more of the station lines or station instruments are inoperable. System ,Failure Downtime for each incident shall start at the time the NEC's designated representative has received a trouble report from Owner and continues until the system is returned to proper operating condition. If the system has not met the Standard of Performance during the initial 30-day period, then the Acceptance Period shall continue on a rolling basis until the system has met the Standard of Performance for a period of 30 consecutive calendar days; provided, however, that if the system has not met the Standard of Performance within sixty (60) days after the Cutover Date, the "Acceptance Deadline" , then either party shall have the right to terminate this Agreement. Upon such termination, the City of Dublin shall have the right to continue use of the system, at no charge, for up to ninety (90) calendar days while the City of Dublin exercises its best efforts to find a replacement system. During the first thirty (30) calendar days of such ninety (90) day period, NEC shall maintain the system in accordance with NEC's standard procedures without charge to the City of Dublin. During the balance of such ninety (90) day period, NEC shall maintain the system, upon the City of Dublin's request, on a time and materials basis. Throughout such ninety (90) period, risk of loss or damage to the system shall remain with the City of Dublin. Upon the City of Dublin's replacement of the system or the end of such ninety (90) day period, whichever first occurs, NEC shall repossess the system, and refund to the City of Dublin all monies paid by the City of Dublin to NEC hereunder, less any amounts due to NEC for maintenance or damage to the system as applicable hereunder. Such refund shall be NEC's sole liability to the City of Dublin in the event of termination under this section. 18. Maintenance Response Maintenance shall be provided during the first year following installation as provided in Section "Warranty and Maintenance" hereof, and is in effect on a 24 hour a day, 7 days a week basis with a maximum emergency response time of 3 hours. Maintenance during subsequent years will be in effect on a 24 hour a day, 7 days a week basis for an additional charge. Emergency conditions are defined as: 18.1. Attendant position is incapable of answering and processing calls. 18.2. 20% or more of the central office trunks are inoperative through a fault or failure in the switching system. 18.3. 20% or more telephone instruments unable to either call out, call in, distribute calls, or receive or transmit inter-office calls. 18.4. Any instrument or system failure which affects critical Police functions shall be considered an emergency; these stations will be designated by the City of Dublin in writing. Approved NEC Page 8 Approved City of Dublin NEC agrees to extend the warranty or Maintenance contract by one day, for every hour beyond the three (3) hour emergency response of which NEC fails to respond at the Premises to any of the preceding conditions. This shall not be limited to any number of occurrences. 19. Waiver of Lien NEC warrants that all equipment to be installed hereunder is and shall be, free of any claim, demand, or lien asserted by NEC or by any third party. NEC shall grant no security interest in said equipment to any third party. 20. Warranty and Maintenance NEC warrants that the equipment shall be free from all existing liens when delivered and that the equipment and services furnished hereunder, shall conform in all respects to the specifications and provisions of this Agreement. NEC agrees to repair or replace, at NEC's discretion, any defect in design, materials, workmanship, or title which may occur or develop at any time prior to one (1) year from the date of installation as provided herein. EXCEPT AS SPECIFICALLY MADE HEREIN, NEC, ITS SUPPLIERS AND AFFILIATED SUBCONTRACTORS MAKE NO WARRANTIES, EXPRESSED OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. In addition, NEC agrees to maintain the telephone system according to industry standards, at no cost to the City of Dublin, for a period of one (1) year from the date of acceptance as defined herein. At the end of the first year, NEC agrees to provide the City of Dublin with the following: . 20.1. Itemization of maintenance requirements and cost incurred during the first year of operation. 20.2. A complete maintenance contract at an annual rate of $5,096, payable quarterly in advance for the second year's maintenance for the equipment listed in Schedule A. 20.3. Maintenance rates for years 3 through 10 will not be increased by more than 5% per year. 20.4. In lieu of a maintenance contract and, at the election of the City of Dublin, NEC agrees to provide maintenance to include all labor at the stated rate of $68 per hour plus materials during "normal business hours" (herein defined as between 8 :00 a.m. to 6:00 p.m. , Monday through Friday) . 20.4.1. Maintenance at hours other than the standard hours (Monday - Friday, holiday not included, 6:00 p.m. - 8:00 a.m. ) will be charged a the rate of $90 per hour for all problems or conditions. Approved NEC Page 9 Approved City of Dublin 20.4.2. These maintenance rates on a time and materials basis are subject to the then current rates offered by NEC. 21. Upgrade Allowance on PBX Switch NEC will endeavor to work with the City of Dublin to find a suitable buyer for the system(s) , including sub-system(s) , installed by NEC should the City of Dublin's growth exceed the capability of the system. 22. Drawings and Specifications The City of Dublin shall furnish within a reasonable time any required instructions, by means of drawings or otherwise, necessary for the execution of the work. The work shall be performed to conform with the instructions. NEC shall not perform work without drawings and/or written instructions. 23. Shop Drawings Before proceeding with the fabrication of any item, NEC shall submit prints for approval of verified dimensions and conditions. The approval of such drawings shall not relieve NEC from responsibility for any deviation from the drawings and specifications, unless such deviations are approved in writing by the City of Dublin. 24. Ownership of Drawings All drawings, specifications, and other documents furnished by the City of Dublin shall remain the sole property of the City of Dublin. All drawings, specifications, and other documents furnished by NEC hereunder shall be the property of NEC, provided however that the City of Dublin may retain copies thereof for its own use in operating and maintaining the equipment. 25. Vendor Liability Insurance NEC shall, at its own cost and expense, maintain public liability and casualty insurance in the amount of One Million Dollars ($1,000,000) . The City of Dublin shall be named as an additional insured. NEC shall, at its own cost and expense, maintain adequate worker's compensation insurance in an amount satisfactory to the City of Dublin. It being expressly understood and agreed that all persons employed directly or indirectly in connection with said work by NEC or any of its subcontractors will be considered to be the employees of NEC or its subcontractors and not the employees of the City of Dublin. Certificates of public liability, casualty, and worker's compensation insurance shall be submitted, to the City of Dublin for approval as to amount and adequacy of protection. NEC shall make all payments in accordance with unemployment, other insurance and social security provisions of the Federal, State and municipal governments and all other governing bodies, pursuant to the law for that purpose made and provided, whether enacted at the time or prior to the execution of the contract or during the progress of the work hereunder, and shall assume all liability for compliance with the requirements thereof. Approved NEC Page 10 Approved City of Dublin NEC shall assume all liability for damage to or loss of any of the City of Dublin's property, or the property of any other contractor which may be employed by the City of Dublin in said Premises or the property of any third person which 'may be caused by the negligent acts or omissions or willful wrong-doing of NEC, its subcontractors and by the employees of each of them. 26. Fire Insurance The City of Dublin will insure the floor space and any work included in this contract, which is located at the Premises, against loss or damage by fire, the amount of the insurance on all items to be at least equal to the amount paid on account of work or materials, plus the value of work or materials furnished or delivered but not yet paid for by the City of Dublin. The policies shall be in the name of the City of Dublin. 27. Royalties and Patents NEC shall pay (if any) all royalties and license fees. NEC hereby covenants and agrees to hold the City of Dublin and the City of Dublin's. Representative harmless and indemnify the City of Dublin and the City of Dublin's Representative from the payment of any royalties, damages, losses or expense for suits, claims, or otherwise, growing out of alleged infringement of patents, materials and methods used in the fabrication of the equipment. 28. Materials and Appliances NEC shall provide and pay for all materials, labor, tools, equipment, transportation and other facilities necessary for the performance and completion of the work. NEC shall verify conditions at the building, particularly door openings and passages, to avoid building any items too large for openings. Any pieces too bulky for existing facilities shall be hoisted or otherwise handled with apparatus as required. All special handling equipment charges shall be paid by NEC. 29. Access, Authority and Storage The work shall be available for inspection at any reasonable time by the City of Dublin and Communications Sales Dynamics Inc. All materials and work not in conformity with the specifications shall be subject to rejection by the City of Dublin. All rejected work or materials shall be immediately replaced by NEC at its own cost and expense to conform with the specifications. The City of Dublin's Representative shall have the right to order the work of NEC, or any subcontractor, wholly or partially stopped through NEC's service manager if NEC is in material default of its obligations under this contract. Additionally, if the City of Dublin's Representative requests, in writing, and for lawful and justifiable reasons, that NEC remove from the City of Dublin's Premises an employee of NEC, NEC shall make reasonable efforts to remove such person from the City of Dublin's Premises. Approved NEC Page 11 Approved City of Dublin Any stoppage pursuant to the previous paragraph shall not in any way invalidate any terms of the contract, and no extra charge will be allowed NEC by reason of such stoppage. 30. Repairs, Cutting and Fitting Should any repairs to the Premises be required as a result of NEC's or its subcontractor's work, the repairs must be approved by the City of Dublin before the repairs are performed. The cost of all such repairs shall be borne by NEC. No cutting, notching, drilling or altering of any kind shall be done to the Premises by NEC or its representatives or its subcontractors without first obtaining permission from the City of Dublin or the City of Dublin's Representative and building owner of the Premises. Such consent shall not be unreasonably withheld. NEC shall take the necessary precautions to protect the building areas adjacent to its work. 31. Clear Away Throughout the progress of the work, NEC shall keep the working area free from debris of all types, and remove from Premises all rubbish resulting from any work being done by it. At the completion of its work, NEC shall leave the Premises in a clean and finished condition. 32. Supervision NEC shall keep on the job during its progress a competent Service Manager, who shall represent NEC. NEC shall provide the name of the Service Manager designated for the project not later than fifteen (15) days from the date of the effective date of this Agreement. If in the City of Dublin's reasonable judgement, any employee or subcontractor performs the work in material deviation from the bid specifications, and after due notice from the City of Dublin, NEC shall make reasonable efforts to replace such individual. 33. NEC shall be responsible for identifying, in writing, any interface requirements for equipment included in Schedule A. 34. NEC shall submit to the City of Dublin and the City of Dublin's Representative within 15 days of the effective date of the Sales Agreement and prior to fabrication, details of all custom designs pertinent to the telecommunications system for approval. This submittal shall include, but not be limited to the following: 34.1. A detailed layout of communications equipment room showing exact construction details of all control equipment, panel configuration and external wiring connections. NEC to furnish a detailed "blue- line" drawing of the switching equipment room. 34.2. Detailed layout of telephone operator's room showing exact construction details of operator console desk and other communications control equipment including external wiring connections. 34.3. A detailed drawing of any internal modifications to any standard manufacture and components used within the system. Approved NEC Page 12 Approved City of Dublin 35. Within thirty (30) days of the effective date of this Agreement, NEC shall submit to the City of Dublin and the City of Dublin's Representative or field wiring and hookup drawing, including all function assignments at each station or communications equipment terminal including key sheets. 35.1. A terminal closet layout drawing, including terminal identification of all wiring in each communications closet, location and .identification of all required power locations and space provided for future expansion. 36. NEC agrees to provide the City of Dublin and the City of Dublin's Representative with the following: 36.1. Weekly progress report (to be supplied weekly, until system acceptance) . 36.2. A detailed implementation schedule within ten (10) days of the acceptance of NEC and the City of Dublin of this Agreement. 36.3. Copies of all correspondence between the local telephone utility and any specialized common carriers when they occur and if NEC has been copy addressee. 36.4. A complete. set of all data base material thirty (30) days- prior to submission for preparation of the software data base. 36.5. System operation overview describing least cost routing sequence, access codes, and other information relative to the City of Dublin thirty (30) days prior to system cutover. 36.6. A detailed itemization of all adds, moves and changes and maintenance required at the completion of the 11th month after system acceptance. 36.7. Copies of all invoices issued to the City, of Dublin to be sent to the City of Dublin's Representative. 36.8. Copies of,all- traffic and network analysis performed during the first year within a reasonable time frame following the completion of the first year of system operation. 36.9. Copies of all daily remote diagnostics performed during the first 90 days of system operation submitted monthly. 36.10. The names of all personnel associated with the installation of the City of Dublin's system to include the City of Dublin Service Representative, Service Manager, Installation Supervisor, and Telco Specialist within fifteen (15) days of NEC's acceptance of this Agreement. NEC agrees to supply a detailed chart to include names, title, address, telephone number (business hours) , telephone number (non-business hours) , relating to the escalation procedures, levels of authority and any other necessary details that may be taken by the City of Dublin's Representative that may be necessary to complete the installation. Approved NEC Page 13 Approved City of Dublin 37. NEC agrees to the following: 37.1. To provide any system software changes in order to correct any defects or chronic malfunctions. 37.2. All additional hardware and software supplied by NEC can be acquired by the City of Dublin for a period of 60 days after system acceptance .at post-cutover prices as shown in NECs response to the RFP. Any equipment not shown in Attachment "A" will be offered at the appropriate percentage discount as outlined in Attachment "A" showing pre and post cutover prices. 38. Favorable Prices The prices charged by NEC to the City of Dublin are for new equipment and have been deemed as appropriate charges for the selected system equipment. 39. System Discounts The discount percentage provided to the City of Dublin for the initial configuration of equipment listed in the Bill of Materials (Schedule A) is fifteen percent (15%) , and will be applicable to all additions or deletions of material and labor up to the cutover date of July 1, 1989. 40. System(s) Expansion Cost NEC agrees to provide all equipment, labor, materials and any miscellaneous components as detailed in the Request for Proposal Pricing response dated February 28, 1989, pages 119-120 (Required Features) for a period of one year from date of installation at the cost outlined in the RFP response. The City of Dublin may purchase all equipment (including cost of installation) to expand the system after the one year price freeze for an amount not to exceed 5% per year over the proposed expansion cost detailed in the RFP response. 41. NEC'S APPROVAL OF THIS SALES AGREEMENT INDICATES ACCEPTANCE OF THIS ORDER AND CERTIFIES THAT NEC NEITHER HAS GIVEN NOR WILL GIVE ANY TYPE OF COMPENSATION NOR ANY TYPE OF CONSIDERATION TO ANY EMPLOYEE OR PERSONS ASSOCIATED WITH COMMUNICATIONS SALES DYNAMICS, INC. (CSD) IN CONSIDERATION FOR RECOMMENDING NEC TO THE CITY OF DUBLIN. 42. The following information labeled as Exhibits shall be considered part of this agreement: 42.1. User Guide, Attendant Console 42.2. User Guide, Station User 42.3. NEC's response to the Request For Proposal, dated February 28, 1989. 42.4. Schedule A, Bill of Material Approved NEC Page 14 Approved City of Dublin 43. NEC and the City of Dublin agree to initial each page of the Agreement to ensure complete understanding for all terms and conditions. Executed by the City of Dublin the day of Accepted by: City of Dublin NEC Paul C. Moffatt, Mayor (signature) Authorized NEC Signature Attest: City Clerk Printed Name and Title Date Approved as to Form: City Attorney Approved NEC Page 15 Approved City of Dublin POWER REQUIREMENTS 1 DEDICATED 117 VOLT AC 20 AMP CIRCUIT FROM 680 to 780 AMBIENT TEMPERATURE RANGE. LESS THAN 2500 BTU's/HOUR NEC RECOMMENDS A TILED FLOOR AND A DUST FREE ENVIRONMENT Schedule A EQUIPMENT 04-20-89 NEAX 2400 SIM PARTS BREAKDOWN STOCK # QTY DESCRIPTION 241300 1 NEAX 2400 FRONT COVER—A 241301 1 NEAX 2400 REAR COVER—A 241303 1 NEAX 2400 SIDE COVER—AR 241203 1 NEAX 2400 SIDE COVER—AL 240203 1 NEAX 2400 16LC—GB 241322 1 NEAX 2400 PA—CS07B 241290 1 HA-61OZ ATTCON 240232 12 NEAX 2400 8ELC—C W/CA 240111 2 NEAX 2400 8DID—A 241156 1 NEAX 2400 8RST—J 240102 1 NEAX 2400 16COT—AH 560120 32 NEAX 2400 ETE-6-2 560130 45 NEAX 2400 ETE-6D-2 560150 13 NEAX 2400 ETE-16D-2 241025 1 NEAX 2400 MISC TTY CA 241026 1 NEAX 2400 TTY—CA-3 700330 28 NEAX 2400 HFU—E 241125 1 NEAX 2400 PIM—SIMB 241014 1 NEAX 2400 SIM CAU—B 240422 1 2400 PROG 2081 240020 1 NEAX 2400 SIM SYSTEM PKG—A 241156 1 NEAX 2400 SMDS—A 1 GORDON RAPES 601 3 GORDON KAPES 603 1 S/L W/METAL H.S. CARD 3 ELEVATOR PHONES 2 PLASTIC PHONE BOXES 2 POTTA SYSTEM PFT 1 RATELCO RECTIFIER 13 DTERM II 1 CINDY II 4 X 10 VOICE MAIL 1 DC BOSS BATTERY SYSTEM 0 White-SALES MASTER 0 Yellow-CUSTOMER ACKNOWLEDGEMENT • Pink-OPERATIONS •Gold-CUSTOMER INFORMATION Schedule A