HomeMy WebLinkAboutCC AG PKT 2007-03-26 #L
AGENDA REPORT
e DATE:
TO:
March 26, 2007
Honorable Mayor and City Council
TIlRU:
Greg Beaubien, Interim City Manager
FROM:
June Yotsuya., Assistant City Manager
SUBJECT:
Service Agreement for Telephone and Data Services
SUMMARY OF REOUEST:
The proposed City Council action will adopt a Resolution for upgrade and maintenance of City-wide telephone and
data system.
BACKGROUND:
Verizon is the City's utility provider for citywide telephone and data services. City Hall serves as the central hub
for all telephone and data communication, not including Police dispatch. The City currently uses Verizon' s
Centranet system with Tl data connections at offsite facilities (Le. Police, Lifeguard and Public Works) for internet
transmission. As part of the budget approved City Phone System Upgrade/R.eplacement Program, this system will
be upgraded, providing for new hardware, cabling, operating softwllIe, Voice Internet Protocol "Where needed and a
new maintenance service agreement.
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FISCAL IMPACT:
The total price of the system will be $130,288.19 and is within the allocation included in this year's budget for City
Phone System UpgradelReplacement Program. This cost includes a three-year managed network maintenance
service contract.
RECOMMENDATION:
It is recommended that the City Council approve the attached Resolution allowing the City Manager or his
designated representative to contract for professional services with Verizon Select Services.
SUBMlTIED BY:
~'i' J
J otsuy ssistant ty Manager
NOTED AND APPROVED:
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Attachments: Resolution
Agreement
Agenda Item L
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RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL
BEACH APPROVING THE AGREEMENT BETWEEN TIlE CITY OF
SEAL BEACH AND VERIZON SELECT SERVICES, INC. FOR
PURCHASE OF HARDWARE/SOFTWARE AND ANNUAL
MAINTENANCE FOR TELEPHONE AND DATA SERVICES.
The City Council of the City of Seal Beach hereby resolves as follows:
SECTION I. The City Council bereby approves the Agreement between the City
and Verizon Select Services, Inc. for purchase and annual main1enance of telephone and
data services. .
SECTION 2. The City Manager or his designated IepICSenlalive shall execul<l
the Agreement on behalf of the City.
SECTION 3. The City Clerk shall certify to the passage and adoption of this
resolution.
PASSED AND ADOPTED this 26th day ofMorch 2007.
Mayor
AlTEST:
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City Clerk
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF SEAL BEACH )
I, Linda Devine, City Clerk of the City of Seal Beach, California, do hereby certify that
the foregoing Resolution, beiog Resolution , was passed and approved by the City
Council of the City of Seal Beach at a regular meeting of said Council held on the 26th
day of March 2007 and that Resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
City Clerk
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8iD40D
System Agreement
This System Agreement ("Agreement") effective as of the
day of
2007 is made by and between
. - .:....r.---= ~ =
. Verizon Entity Name ("Verizon"): Verizon Business Financial B. Customer Name ("Customer")
Management Corporation on behalf of
Verizon Select Services Inc City of Seal Beach
Address: 7979 N Beltline Rd Address: 211 3'" Sl.
City: Irving State: TX Zip Code: 75063 City: Seal Beach State: CA Zip Code: 90740
Contact Name and Phone Number: Customer Billing Address (if different):
Tory Anderson
972-399-5531
City: State: Zip Code: .
Quote Number (if applicable) 3-2HILU5, 3-2HMOU, 3-
2NM3WT, 3-2HMOLP
Contact Name and Phone Number:
Keith Evenoff
562-431-2?27
C. Select all applicable options:
~ New System/Service Sale
o AddslUpgrade to Existing System
.181. Installation Services
VERIZON MAINTENANCE SERVICES
o Data Maintenance Next Business Day Remote
o Data Maintenance 4-Hour Remote
o Data Maintenance 4-Hour On-Site
o Data Maintenance 3-Hour On-Site
o Video Central Support Next Business Day On-Site
o Video Central Support Next Business Day Remote
o Connectivity Assurance
o 1P Phones Next Business Day
o 1P Telephony Application Server Platfonn 4-Hour Remote
o 1P Telephony Application Server Platfonn 4-Hour On-Site
o 1P Telephony Application Server Platform 3-Hour On-Site
o 1P Telephony Software Support
o 1P Telephony Software Support with Upgrades
o Integrated Maintenance Software Support
o Integrated Maintenance Software Support with Upgrades
o Integrated Maintenance 3x5x4 Advance Replacement
o Integrated Maintenance 3x5x4 On-Site Support
o Integrated Maintenance 3x5 Next Business Day Advance
Replacement
o Integrated Maintenance 3x5 Next Business Day On-Site
Snpport
Rev. 12,20.06
Verlzon Maintenance Services Cont'd.
o Integrated Maintenance 24x7x2 Advance Replacement
o Integrated Maintenance 24x7x4 Advance Replacement
o Integrated Maintenance 24x7x2 On-Site Support
o Integrated Maintenance 24x7x4 On-Sile Support
o 3x5 Switch & Phones
o 3x5 Switch & Proprietary Phones
o 3x5 Switch Only
o 3x5 Ancillary/Auxiliary Equipment
o 3x5 Norlel Ntlrslar
o 8x51'1EC Electra Elite
o 8x5 Business Communication Manager
o 3x5 Centrex CPE
o 24x7 Switch & Proprietary Phones
o 24x7 Switch Only
o 24x7 Ancillary/Auxiliary Equipment
o 24x7 Nortel Norslar
o 24x7 NEC Electra Elite
o 24x7 Business CO,mmunication Manager
o 24x7 Voice Service Plus
o 24x7 Centrex CPE
o Software Release Subscription (SRS)
o On-Site Technician
o Supplemental Warranty Coverage (extends the standard warranty
to 24 bour coverage for major failures during the warranty period)
o Other
Page I of 1m
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VZ Gcoorated By: DG 02I26l2007
VZ Approwd to Form, ANP 0212612007
erizon Maintenance Services Cont'd.
Third Party Maintenance Services - Maintenance will be
provided in accordance with the vendor's leons and conditiollJl
and except for payment, warranty, and limitation of liability, the
tenns and conditions of the Agreement shall not apply to such
maintenance services. '
D Nortel Extended Service
DCisco SmartNet
DOther:
D. Payment Options:
IZI Cash Purchase
D LeaseIFinancing
D Verizon Credit Inc.
D Third Party LeaseIFinancing _ (must have prior written approval of Verizon)
D E-RatelUSF Funding Application No._
D Tax ExempINo._
E.
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The total price oC the System and/or services being purchased by the Customer is:
System Price
$ 106.973.36
ProCessional Services Price
Security Solutions Services Price
$-
S_
Maintenance Service
Voice Maintenance Service Cor _ Year(s)
Managed Network Solutions Service Cor _ Year(s)
Third Party Maintenance Service for _Year(s)
Supplemental Warranty Coverage
$-
$-
$
$-
$
Applicable taxes (estimated)
TOTAL PRICE
$ 106.973.36
$ WAIVED
Down Payment
Balance Due
$ 106.973.36
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System Agreement
Customer Initials
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F. Maintenance Service Billing Option:
o Pre-paid Billing: _ years $_
(Annual Rate)
o Deferred Billing (deferred until warranty expiration):
_years $_
(Year I)
$-
(Year2)
$-
(Year 3)
S_$_
(Year4) (Year 5)
Bill deferred payroent (check one): 0 annually
o semi-annually
o quarterly 0 monthly
G. Attachments
o Addendum for EquipmentlServices Subject to E-Rate Funding
o Call Center Software, Support and Professional Services Exhibit
181 Equipment Sales and Installation Exhibit
o Managed Network Solutions Exhibit
o Professional Services Exhibit
181 Quote .
o Service Plan Description(s)
181 Statement of Work
o Voice Maintenance Exhibit
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Customer Initials
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System Agreement
1. Scope of Agreement. Subjeclto the terms and conditions oftliis Agreement, Verizon will provide Customer,
either directly or in conjunction with such subcontractors as it may select, the equipment, software. installation
services, maintenance and/or professional services (hereinafter collectively the .System") as descn"bed in this
Agreement and as further described in a Statement of Work and any Exhibit allached hereto.
I.l For Eouioment Sale and Installation Services: Verizon will provide and, if applicable, install the equipment
as set forth in the applicable quote and the Equipment and Installation Services Exhibit.
1.2 For Maintenance Services: Verizon will provide the mainlenaoce services as set forth in the applicable quote
and the Call Center Software, Support and Professional Services Exhibit, the Maintenance Services Exhibit and/or
the Managed Network Solutions Exhibit
1.3 For Professional Services: Verlzon will provide the professional services as set forth in the applicable quote
and the Professional Services Exhibil.
All applicable Statements of Work and Exhibits aIlsched hereto are incorporated herein and made a part of
this Agreement.
2. Fees and Payment.
2.1 Customer will pay all fees for the System as set forth on Pages 2 and 3 of this Agreement and the applicable
quote or Statement of Work, subject to additions and deductions made by written Change Order{s). Customer is
responsible for applicable taxes, shipping, handling, telecommunication surcharges and other charges applicable to
the equipment and/or services provided under this Agreement. Customer agrees either to pay to Verizon the amount
of all applicable taxes (as determined by lax authorities) or to provide upon execution of this Agreement evidence of
exemption acceptable to Verizon.
2.2 Payments are due within thirty (30) days of receipt of the invoice ("Due Date") and any payment not received
by the Due Date shall be subject to a Iale payment charge of the lesser of one and one-half percent (1.5%) per month
or the maximum amount allowed by law. Late payment charges will be assessed monthly against the amount due.
Should Customer dispute an amount invoiced, Customer shall pay the undisputed portion of that invoice and
promptly notify Verlzon in writing of the amount and nature of the dispute and the parties shall cooperate to resolve
the dispute pursuant to Section 15 of this Agreement Verizon reserves the right to suspend or terminate any or all
Services or terminate the provision, instaIlation or repair of any or all equipment subject to this Agreement
immediately if Customer is more than sixty (60) days overdue for payments that have not been disputed in good
faith.
2,3 The down payment listed on Page 2 of this Agreement shall be paid at execution of this Agreemenl. The
balance due shall be paid in accordance with the terms of this Section unless otherwise specified in a Statement of
Work.
3. Term and Termination. This Agreement shall be effective as of the dale first set forth above and shall
continue in full force and effect until terminated in accordance with this Agreement.
3.1. Either party may, upon written notice, immediately suspend its performance of and/or terminate the affected
service or equipment order to which the deficiency pertains in the event the other party (i) fails to perform material
terms of this Agreement and (a) such failure is not cured within thirty (30) calendar days following receipt of a
default notice in writing from the other party, or (b) if such failure cannot reasonably be cured during that time and
the defaulting party fails to use commercially reasonable efforts to cure such breach as soon as practicable, but in
any event within ninety (90) calendar days following wrlllen notice; (ii) engages in fraud, criminal conduct or
willful misconduct in connection with the business relationship of the parties; or (iii) becomes insolvent, ceases
doing business in the ordinary course, enters banlauptcy proceedings or effects an assigoment for the benefit of
creditors. In the event Verizon terminates this Agreement pursuant to this Section 3.1, Customer shall promptly pay
Verizon for the System and any services provided up to the dale of termination. In the event Customer defaults
under this Agreement, Customer's down payment shall be non-refundable.
Rev. 12.20.06
Page 4 ofI2
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System Agreement
3.2. Either party may tenninate this Agreement 01' a Statement of W01'k for convenience, in whole or in part, upon
thirty (30) days prior written notice to the other party. If this Agreement or a Statement of Work is leIminated by
Customer pursuant to this Section, or if an order under this Agreement is cancelled by Customer, Verizon shall have
no further responsibility under this Agreement, Statement of Work or such order, as applicable, and Customer shall
promptly pay Verizon:
3.2.1. for all equipment and services provided up to the date of leImination or cancellation, as applicable;
3.2.2. for all expenses incurred up to the date ofleImination or cancellation, as applicable, including but not
limited to the costs ofleIminating purchase orders, retwn of equipment and/01' software, removal of
., equipment and/or software and other contractual obligations made by Verizon to meet its obligations
under this Agreement or Statement of Work, plus a restocking fee of twenty-five percent (25%) of the
cost of any equipment cancelled or returned.
3,3. Where multiple Slalements of Work are associated with this Agreement, the leImination of one or fewer than
all of the Statements of Work shall only affect the leIminated Statement(s) of Work. The remaining Statement(s) of
Work shall remain in effect.
3.4. Verizon reserves the right to suspend performance under this Agreement or a Statement of Work if required,
by regulation, statute, judicial action or other applicable legal requirement
3.5 Verizon reserves the right to amend the rates, leIms and conditions of Service under this Agreement upon
written mutual agreement of both parties Upon the commencement of any renewal term Verizon may provide
written notice of its desire to amend the rates, terms and conditions of service under this agreemenl. If Customer is
unwilling to accept such amended rates, terms and conditions, Verizon reserves the right to leIminate upon
expiration of the then-current term.
3.6 Tennination of this Agreement shall not relieve either party of its respective obligations to comply with all
tenns of this Agreement that expressly call f01' performance prior or subsequent to the termination date, including
without limitation the parties' respective obligations to protect proprietary and confidential information.
4. Purchase Order. The parties acknowledge that a Customer purchlll!e order or similar document is intended
solely to evidence Customer's intention to purchase equipment, software and/or services set forth therein. Except
with respect to a provision in a Customer purchase order 01' similar document evidencing an intent 10 be bound by
the terms and conditions of an Agreement between Customer and Verizon, the leIms and conditions of such
Customer purchase order or similar document shall be disregarded and of no force or effect, it being agreed that the
leIms and conditions of the Agreement between Customer and Verizon shall govern.
S. Leasing Option. With Verizon's prior written consent Customer may finance the System or any portjon
thereof in a separate transaction through a third party leasing company ("Lessor") approved by Verizon, assign its
rights and obligations with respect to payment under this Agreement to the Lessor, and/or cause the Lessor to issue a
purchase order in a form acceptable to Verizon. Notwithstanding such transsction and/or assignment, Customer
shall remain responsible for performance of all of its obligations under this Agreement, including payment in full.
6. Risk of Lass. IfVerizon installs the System, risk ofloss or damage to the System passes to Customer on
delivery of the System (including portions thereof) to Customer's site, If Verizon does not install the System, risk of
loss or damage to the system (or portions thereof) passes to Customer upon delivery to the carrier.
7. Title and Security Interest Until full payment has been rendered, Customer grants Verizon a purchase
money security interest in the System, and agrees to execute all documents necessary to perfect that interest. Upon
final payment, title shall pass to Customer and Verizon will release its security interest. Customer will not grant or
convey to any other person or entity a security interest in, or pennit placement of a lien on, the System unless and
until Customer has paid Verizon in full for such System.
8. Software. Software provided in conjunction with the System is licensed to Customer under the license
provided by the software publisher or by the equipment manutacturer with which the software is provided.
Customer shal~ if required, execute a separate software license agreement in a form satisfactory to the software
publisher 01' equipment manufacturer.
Rev. 12.20.06
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System Agreement
9. Customer Responsibilities. Customer will:
9.1. Allow Verizon access for installation, inspection, tesling, maintenance and repair of the System and
perfonnance of any required activity.
9.2. Provide suitable building facilities for the System in accordance with local codes, including but notlimiled to
dueling, conduit, structural borings, etc. for cable and conductors in floors, ceilings and walls; electrical service with
suitable tenninals and power surge protection devices; and metallic grounds with sufficient sl!1ck in the equipment
room, installed in confonnity with the National Electrical Code and local codes.
,- 9.3. Provide necessary healing, cooling, humidity and dust control as required by manufacturer specifications.
9.4. Remove existing equipment or cable that interferes with System installation.
9.5. Identify and disclose to Verizon concealed equipment, wiring or conditions that might be affected by or might
affect the installation of the System. Customer shall defend and hold Verizon harmless from any claim, damage or
liability resulting from a failure to disclose this infonnation.
9.6. Authorize Verizon, at Customer's expense, to make service requests upon third parties for System
interconnection requirements, including obtaining telephone service for testing where necessary.
9.7. Designate trash deposit points on each floor on which the System is to be installed where Verizon will place
waste for removal by Customer.
9.8. Cooperate with Verizon's requests for assis~ce in tesling or instaIIation.
9.9. Be responsible for providing adequate back-up of data and for restoring data to repaired equipment.
9.10. If the System is to be connected to the public network, be solely responsible for selection, implementation
and maintenance of security features for defense against unauthorized long distance calling, and for payment of long
distance, toll and other telecommunications charges inClllTCd through use of the System.
9. I I. Immediately notify Verizon of any anticipated delay in building availability or inability to meet any of the
above listed requirements.
10. Changes In/Additions to System.
10. I Customer may order additional equipment, software, and/or services pursuant to a written Amendment,
Customer purchase order or similar document, and such order shall be governed by this Agreement, including
without limitation Section 4, and shall specifically reference this Agreement.
10.2 Customer shall also have the right, by wrillen notice, to propose changes in the System under this Agreement
and any Statement of Work C'Change Orders") and Verizon shall comply to the extent it deems feasiblb and
reasonable. If Verizon detennines that such changes cause an increase or decrease in the cost of or time required for
perfonnance, Verizon shall advise Customer and such adjustments shall be reflected in a written Change Order.
Should Verizon encounter, in installing the System, any concealed or unknown condition not expressly set forth in
the applicable Statement of Work, which condition affects the price or schedule for installation of the System, the
price and/or the schedule shall be equitably adjusted by Change Order to cover all costs, including but not limited to
labor, equipment, materials and tools necessary to carry out the change.
10.3 No Change Order shall become effective as a part of this Agreement and the applicable Statement of Work,
and no changes in the System shall be initiated, uatil the Change Order is mutually agreed upon in writing. Verizon
shall not be obligated to consider or accept any Change Order that results in a decrease of more than twenty percent
(20010) in the total price of the System. Verizon may also propose changes in or additions to the System, and may
proceed with such changes upon execution by Customer arid Verizon of a wrillen Change Order.
11. Warranty. Verizon warrants that it will perfonn the services provided under this Agreement in a good and
workmanlike manner. Unless otherwise set forth in an Exhibit, all manufacturers'/pubIishers' warranties for
equipment and/or software provided hereunder are passed through to Customer and wammty claims shall be
presented by Customer directly to the manufacturerlpublisher.
THE WARRANTIES SET FORTII IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER W ARRANTlES
FROM VERIZON, UNLESS OTIlERWISE STATED IN AN EXHffirr, OTHERWISE VERIZON DISCLAIMS
ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED
W ARRANrmS OF MERCHANTABITJTY AND FITNESS FOR A PARTICULAR PURPOSE, ANY
WARRANTY OF NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF
Rev. 12.20.06 Page 6 ofI2 ,n'if" ESC # 0148
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vz Appn>wd to FonD' ANP 0212612007
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System Agreement
DEALING, USAGE OR TRADE PRACTICE. VERIZON SHALL NOT BE LIABLE FOR UNAU1HORlZED
ACCESS TO VERlZON'S OR CUSTOMER'S TRANSMISSION FACILITffiS OR PREMISES EQUIPMENT OR
FOR UNAU1HORlZED ACCESS TO OR ALTERATION, TIIEFT OR DESlRUCTION OF CUSTOMER'S
DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION TIIROUGH ACCIDENT, FRAUDULENT
MEANS OR DEVICES, OR ANY 01HERME1HOD. VERIZON MAKES NO WARRANTY FOR USE OF THE
SYSTEM AS A COMPONENT IN LIFE SUPPORT SYSTEMS OR DEVICES, PUBLIC SAFETY SYSTEMS,
OR WI1H RESPECT TO THE PERFORMANCE OF ANY SOFTWARE OR FIRMWARE.
12. Limitation of Liability. EXCEPT FOR PAYMENTS OWED UNDER 1HIS AGREEMENT, IN NO
EVENT WILLEI1HERPARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT,
INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHE1HERARISING IN CON1RACT,
TORT (INCLUDING A PARTY'S NEGLIGENCE) OR OTHERWISE, INCLUDING WITHOUT LIMITATION
DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, LOST
PROFITS (ACTUAL OR ANTICIPATED), UNAVAILABILITY OF ALl.. OR PART OF THE SYSTEM, OR
OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF 1HE
POSSmlLITY OF SUCH DAMAGES.
EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET OUT IN SECTION 13,
VERlZON'S ENTIRE LIABILITY FOR ANY OTHER DAMAGE WHICH MAY ARISE HEREUNDER, FOR
ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT OR IN TORT, INCLUDING VERIZON'S NEGLIGENCE, OR OTHERWISE, SHALL BE
LIMITED TO THE PURCHASE PRICE OF THE SPECIFIC EQUIPMENT, SOFTWARE OR SERVICES
GIVING RISE TO THE CLAIM. VERIZON SHALl.. BEAR NO LIABILITY FOR USE OF EQUIPMENT,
SOFTWARE OR SERVICES PROVIDED UNDER TIllS AGREEMENT IN CONNECTION WITH LIFE
SUPPORT SYSTEMS OR DEVICES OR PUBLIC SAFETY SYSTEMS. EXCEPT AS EXPRESSLY STATED
OTHERWISE HEREIN, VERIZON SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR
INTEROPERABILITY OR COMPATIBILITY OF THE SYSTEM WITH 1HIRD-PARTY PRODUCTS OR
SYSTEMS TIIAT CUSTOMER MAY UTILIZE IN CONJUNCTION WITH THE SYSTEM OR TO WHICH
CUSTOMER MAY CONNECT THE SYSTEM.
13. Indemnification and Defense.
13.1 Except as provided below, Verizon will defend Customer against any claim, suit, action or proceeding
alleging that equipment supplied by Verizon to Customer under this Agreement ("Verizon supplied equipmenf')
infringes a valid U.S. patent or copyright ("Claim"), and Verizon will indemnify and hold harmless Customer
against any and all finally awarded costs and expenses, including allomeys' fees, in connection with any such
Claim.
13.2 If the use of any Verizon supplied equipment is enjoined or subject to a Claim as described above, Verizon
may, at its option and expense, either procure for Customer the right to continue to use the equipment, replace the
equipment, or relevant component, with substantially equivalent, non-inftinging equipment, or relevant component,
or modifY the equipment, or relevant component, so that it becomes non-infringing. In the event that none of the
foregoing options is commercially reasonable to Verizon, Verizon will remove the infringing Verizon supplied
equipment and refund to Customer the purchase price for the equipment less depreciation for its use. Depreciation
shall be calculated on a straight-line basis, assuming a useful life of five (5) years.
13,3 Verizon shall have no obligation for (a) any costs, fees or expenses incurred by Customer without V erizon' s
prior written consent; (b) any allegation, assertion, or claims of intellectual property infringement, including
contributory infringement or inducement to infringe, arising out of or related to any Claim: (i) automated call
processing. automated voice service, automated customer service or combined live operator/automated systems
processing used in processing or completing calls, (Ii) automated bridging of more than two callers utilizing some
form of "listen only" (unilateral) communication combined with some form of interactive communication, (ill)
prepaid calling products or services, (iv) wireless telecommunications services or support therefor, or (v) "music on
hold," seIVice; or (c) any indirect, special, consequential or incidental damages arising out of any Claim.
Rev. 12.20.06
Page 7 of12
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13.4 Any obligation on the part of Verizon to defend and indemnify shall not apply to the portion of any Claim that
arises from (i) any negligent or willful act or omission by or attributable to Customer; (ii) use or operation of the
Verizon supplied equipment in combination with equipment or services provided by Customer or any third party;
(iii) any addition to or modification of the Verizon supplied equipment by Customer, any third party or Verizon at
Customer's request; (iv) use of other than the then current unaltered release of any software used in the Verizon
supplied equipment; or (v) any equipment, system, product, process, method or service of Customer which
otherwise infringed the u.s. patent or copyright asserted against Customer prior to the supply of the equipment to
_ Customer by Verizon under the Agreement.
13.5 The foregoing stales the entire obligation ofVerizon to Customer and is Customer's sole and exclusive remedy
with respect to any Claim of infringement of any intellectual property right of any kind, and Verizon disclaims all
other warranties and obligations with respect to any such Claims.
13.6 Except as required by law or regulation, Customer shall defend, indemnify and hold hannless Verizon, its
employees, officers, directors, agents and affiliates for damages, costs and attorneys fees in connection with any
claim arising out of (a) Customer's use of the equipment provided by Verizon other than as expressly indemnified
by Verizon pursuant to Section 13.1 of this Agreement, (b) combination of the equipment provided by Verizon with
other equipment, software, products or services not provided by Verizon under this Agreement, ( c) modification of
the equipment provided by Verizon, or (d) arising out of the content of communications transmitted by or on behalf
of Customer in the use of the services or equipment provided by Verizon, including but not limited to libel, slander,
and invasion of privacy.
13.7 Verizon agrees to indemnify Customer, its officers, employees, and volunteers against, and will hold each of
them harmless from, selllements or final judgments in connection with any and all actions, claims, costs, causes of
action, demands, damages, injuries, expenses, penalties, obligations or liabilities, in law or equity alleging bodily
injury to persons or damages to tangible personal property, including wrongful death, that may be asserted or
claimed by any person, fmn, entity, corporation, po\itical subdivision or other organization arising out of or incident
to any negligent or wrongful acts, errors or omissions ofVerizon, its agents, employees, subcontractors, or invitees
arising out ofVerizon's performance under this Agreement. Verizon shall defend any action or actions filed in
connection with any of said claims, damages, penalties,-obligations or liabilities. Verizon's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by Customer, its officers, employees, agents
and volunteers. Verizon's covenants under this Section shall survive the tennination or expiration of this
Agreement.
Verizon, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and
contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and
liabilities arising out of or incident to activities or operations performed by or on behalf of the Verizon regardless of
any prior, concurrent, or subsequent non-active negligence by the Indemnitees.
13.8 The defense and indemnification obligations set forth in this Section 13 are contingent upon (1) the indemnitee
providing the indemnitor prompt, wrillen, and reasonable notice of the claims, demands, and/or causes of action
subject to indemnification, (2) the indemnitee granting the indemnitor the right to control the defense of the same,
and (3) the indemnitee's full cooperation with the indemnitor in defense of the claim, including providing
information and assistance in defending the claim. Nothing herein, however, shall restrict the indemnitee from
participating, on a non-interfering basis, in the defense of the claim, demand, and/or cause of action at its own cost
and expense with counsel of its own choosing. No settlement may be entered into by the indemnitor on behalf of the
indemnitee that includes obligations to be perfonned by the indemnitee (other than payment of money that will be
fully paid by the indemnitor under Sections 13,1- 13.7 above) without indemnitee's prior written approval.
14. Confidentiality. Except as required by law or regulation, each party (the "receiving party") shall keep
confidential and not disclose, directly or indirectly, to any third party any Confidential Infonnation, as defined
below, received from the other party (the "disclosing party") without the prior wrillen consent of a duly authorized
officer of the disclosing party. The disclosing party shall conspicuously mark its tangible Confidential Information
as Proprietary or Confidential at the time of disclosure to the receiving party. Confidential Information that is
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disclosed orally will be identified by the disclosing party as Confidential Information at the time of disclosure to the
receiving party. Each party sball use, copy and disclose the Confidential Jnformation of the disclosing party solely
for purposes of performing this Agreemenl. All Confidential Jnformation of a party shall be and shall remain the
property of such party. A party sball deliver to the disclosing party, upon wrillen request by the disclosing party, all
Confidential Jnformation of the disclosing party then in the receiving party's possession or control, directly or
indirectly, in whatever form it may be (including, without limitation, magnetic media) or certify its destruction to the
disclosing party. Each party shall take all necessary and reasonable action, by instruction, agreement or otherwise,
with its employees, consultants, subcontractors, affiliates, and representatives to satisfy its obligations hereunder.
The receiving party's obligations hereunder with respect to confidentiality, non-disclosure and limitation of use of
Confidential Jnformation shall be for the term of the Agreement plus one (1) year. For purposes of this provision, a
third party shall not include an entity which has a need to know the Confidential Jnformation and which owns, is
owned by, or is under common ownership with a party to this Agreement.
14.1 Nothing in this Agreement shall prevent either party from using or disclosing any Confidential Jnformation
that: (i) has become generally available to the public, other than through any improper action of such party, (ii) is
already in the possession of the receiving party and not subject to an existing agreement of confidence between the
parties, (ill) is received from a third party without restriction and without breach of this Agreement, (iv) is
independently developed by the receiving party as evidenced by its records, or (v) is disclosed pursuant to a valid
law, rule, regulation, subpoena, demand, or order of a court or other governmental body or any political subdivision
thereof of competent jurisdiction (collectively "demand"); provided, however, that the receiving party shall fll'St
have given notice thereof to the disclosing party (unless prohibited by the terms of sucb request or requirement, or
such notice is otherwise prohibited by law) in order to permit the disclosing party to seek reasonable protective
arrangements.
14.2 For purposes of this Agreement, the term "Confidential Jnformation" shall include, without limitation, all
trade secrets of a party and all other information and material that relates or refers to the plans, policies, finances,
corporate developments, products, pricing, sales, services, procedures, intra-corporate transactions, suppliers,
prospects and customers of a party, as well as financial information relating to such suppliers, prospects and
customers, and any other similar confidentiality information and material which such party does not make generally
available to the public. By way of illustration, but not limitation, Confidential Information includes all computer
software (including object code and source code), computer software and data base technologies, systems, structures
and archirectures, and the processes, formulae, compositions, improvements, inventions, discoveries, concepts,
ideas, designs, methods and information developed, acquired, owned, produced, or practiced at any time by a party,
and all non-public information relating to the business of such party.
15. Alternate Dispute Resolution (ADR). . Any controversy, claim, or dispute ("Disputed Claim") arising out of
or relating to this Agreement, except for claims relating to indemnity, infringement, or confidentiality obligations or
mailers relating to injunctions or other equitable relief (together "Equitable Claims"), shall be first subject to a thirty
(30) day negotiation period between the parties in which each party shall disclose to the other party all such
documents, facts, statements and any other information which are reasonably requested by the other party and are
relevant to the dispute in question. Should such negotiations fail to resolve the dispute within thirty (30) calendar
days, Disputed Claims shall be resolved by binding arbitration of a single arbitrator in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be based
upon this Agreement and applicable law. The decision of the arbibrslor shall be reduced to writing, shall be fmal and
binding except for fraud, misconduct, or errors oflaw, and Judgment upon the decision rendered may be entered in
any court having jurisdiction thereof. In all arbitrations, the arbitrator must give effect to applicable statutes of
limitation subject to limitation of actions terms set forth in this Agreement, and shall not be afforded any authority to
award relief in excess of what this Agreement provides or to order consolidation or class arbitrations. The arbitrator
shall have no authority to award punitive damages in any Disputed Claim. The parties agree that any such claims
arising under this Agreement must be p\ll'Sued on an individual basis in accordance with the procedure noted above,
Even if applicable law permits class actions or class arbitrations, the ADR procedure agreed to herein applies and
the parties waive any rights to pursue any claim arising under this Agreement on a class basis. The arbitration shall
be held in a mutually agreed to location, and sball be final and binding on both parties. Each party will bear its own
costs of a,bitration but shall split equally the fees of the arbitration and the arbitrator.
Rev. 12.20.06
Page 9 of 12
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ESC # 0148
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VZ Approwd.. F"",,: ANP 02t.l6l2007
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System Agreement
16. Hazardous Substances. Except as disclosed to and acknowledged in writing by Verizon, Customer certifies
that it is not aware of the presence of any asbestos or other hazardous substance (as defmed by any applicable state,
federal or local hazardous waste or environmental law or regulation) at any location where Verizon is to perform
services under this Agreement. If during such performance Verizon employees or agents encounter any such
substance, Customer agrees to take all necessary steps, at its own expense, to remove or contain the asbestos or other
hazardous substance and to test the premises to ensure that exposure does not exceed the lowest exposure limit for
the protection of workers. Verizon may suspend performance under this Agreement until the removal or
containment has been completed and approved by the appropriate governmental ageocy and Verizon. Performance
obligations under this Agreement shall-be extended for the period of delay caused by said cleanup or removal.
Customer's failure to remove or contain hazardous substances shall entitle Verizon to terminate this Agreement
without further liability, in which event Customer shall permit Verizon to remove my equipment that has not been
accepted, shall reimburse Verizon for expenses incurred in performing this Agreement until termination (including
but not limited to expenses associated with such termination, such as removing equipment, terminating leases,
demobilization, etc.), and shall complete payment for any portion of the System that has been accepted.
17. Force Majeure. Neither party shall be liable for any delay or failure in performance under this Agreement
arising out of acts or events beyond its reasonable control, including but not limited to acts of God, war, terrorist
acts, fire, flood, explosion, riot, embargo, acts of the Government in its sovereign capacity, labor disputes,
unavailability of equipment, software or parts from vendors, or changes requested by Customer. The affected party
shall provide prompt notice to the other party and shall be excused from performance to the extent of such caused
delays or failures, provided that the party so affected shall use reasonable efforts to remove such causes of such
delays or failures and both parties shall proceed whenever such causes are removed or cease. Ifperformance of
either party is prevented or delayed by circumstances as described in this section for more than ninety (90) days,
either party may terminate the affected Service or Statement of Work. Notwithstanding the foregoing, Customer
shall not be relieved of its obligation to make any payments, including any late payment charges as provided in
Section 2.2, above, that are due to Verizon hereunder.
18. Assignment. Neither party may, without the prior wrillen consent of the other party, assign or transfer its
rights or obligations under this Agreement Notwithstanding the foregoing, Verizon may, without prior notice,
assign this Agreement, in whole or in part, to any Verlzon affiliate or to any successor entity upon the merger,
reorganization, consolidation or sale of all or substantially all of Verizon's assets associated with the equipment or
Services provided pursuant to this Agreemenl. For purposes of this Section, "affiliate" shall mean a person or entity
that directly or indirectly controls, is controlled by, or is under common control with Verizon. Any attemplto assign
this Agreement in contravention of this Section shall be void and of no force and effecl.
19. Governing Law. This Agreement shall be governed by the substantive laws of the State of Cali fomi a,
without regard to its choice oflaw principles.
20. Non-WaiverlSeverability. Either party's failure to enforce any of the provisions of this Agreement or to
exercise any right or option is not a waiver of any such provision, right, or option, and shall not affect the validity of
this Agreement. Any waiver must be wrillen and signed by the parties. If any provision of this Agreement or the
provision of any Service or equipment Wider the terms hereof is held to be illegal, invalid, or otherwise prohibited
under applicable law or regulation in any State or jurisdiction, then this Agreement shall be construed as if not
containing such provision or not requiring the provision of such invalid, illegal, or prohibited Service or equipment
in such State or jurisdiction. '
21. Publicity. Except as required by law, the parties shall keep this Agreement confidential and shall not
disclose this Agreement or any of its terms without the other party's wrilleo consenl. Neither party shall use any
trademark, trade name, trade dress or any name, picture or logo which is commonly identified with the other party or
its affiliates, or from which any association with such party or its affiliates may be inferred or implied, in any
manner, including but not limited to advertising, sales promotions, press releases or otherwise, without the prior
written permission of such party. Notwithstanding any contrary term in this Agreement, the parties may issue or
permit issuance of a press release or other public statement concerning this Agreement, provided, however, that no
such relel!Se or statement shall be published without the prior mutual consent of the parties.
Rev. 12.20.06
Page 10 ofl2
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Ese # 0148
vz Ge.mled By: DO 02/2612007
VZ Appccmd to Form.. ANP 0212612001
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System Agreement
22. Notices. All notices or other communication given or required by either party to the other under this
Agreement shall be deemed to have been properly given if hand-delivered, mailed by certified mail return receipt
requested, or sent by facsimile with confumation of receipt or by overnight courier. Such notices and
communications shall be deemed effective upon receipt If to Verizon, notices should be sent to Verizon Business
Services, 6415-6455 Business Center Drive, Highlands Ranch, CO 80130, Attn: Customer Service (Emai1:
notice@veriombusiness.com) with a copy to Verizon Business Services, 2200 I Loudoun County Parkway,
Ashburn, VA 20147, Attn: Vice President, Lega~ and if to Customer to the address specified on the cover sbeet.
Such address may be changed by either party by notice sent in accordance with this Section.
23. Compliance with Laws. Each party shall comply with the provisions of all applicable federal, state, and
local laws, ordinances, regulations and codes in its performance under this Agreement or any Statement of Work,
including without limitation the export laws of the United States or any country in which Customer receives
equipment, software or services.
24. Independent Contractor Relationllhip; No Agency. Each party understands and agrees that it and its personnel
are nOl agents or employees of the other party, and that each party is an independent contractor hereunder for all
pwposes and at all times. Neither party has the right or authority to, and shaIl not, assume or create any obligation of
any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever. Each party
shall indemnify, hold harmless and defend the other against any liabilities, claims, losses and damages (including
costs, expenses and reasonable allomeys' fees) arising out of its failure to comply with this provision and any laws,
rules or regulations applicable thereto.
25. Interpretation. The Agreement sball not be construed or interpreted for or against any party hereto because
that party drafted or caused that party's legal representative to draft any of its provisions.
26. Headings. The Section headings used herein are for reference and convenience only and sbaIl not enter into
the interpretation of this Agreement.
27. Modifications. This Agreement may only be amended, changed, waived or modified in a wrillen document
that is signed by both parties.
28. Entire Agreement. This Agreement, together with any Statement of Work hereunder and any Exhibit hereto,
constitutes the entire agreement between the parties pertaining to the subject mailer herein and supercedes all prior
oral and written proposals, correspondence and memoranda with respect thereto, and no representations, warranties,
agn:ements or covenants, express or implied, of any kind or character whatsoever with respect to such subject mailer
have been made by either party to the other, except as expressly set forth in this Agreement. In the event of conflicts
among the tenns of this Agreement, a Statement of Work and/or an Exhibit, the foIlowing order of precedence shall
apply: the Exhibit, this Agreement, and the Statement of Work.
29. Insursnce
29.1. Verizon shall at all times during the term of this Agreement carry, maintain, and keep in fuIl force and effect,
a policy or policies of Commercial General liability insurance, with a combined single limit of One Million Dollars
($1,000,000.00) per occurrence and annual aggregate, for bodily injury and property damage including pelllonal
injury, death, premises operations, independent contractors blanket contractua~ products and completed operations
and broad form property damage. .
29.2. Verizon sbaIl at all times during the Term of this Agreement also carTY, maintain, and keep in full force and
effect a policy or policies or commercial automobile liability insurance with a combined single limit of One million
Dollars ($1,000,000.00), each claim and aggregate for bodily injury aod property damage, which will cover the
drivelll aod automobiles used to perform Services pursuant to this Agreement. Such insurance sball include
coverage for owned, non-owned, and hired automobiles.
29.3. Verizon agrees to maintain in full force and effect at all times during the performance of work under this
Agreement Workers' Compensation Insurance in compliance with the statutory limits required by the state(s) of
operation, and employer's liability coverage, for the protection of Verizon's employees, with a minimum limit of
Rev. 12.20.06 Page II of 12 ,(t';!., ESC # 0148
~ vz ae..ntod By: DO 0212612007
VZ Appnmod 10 Form, ANP 0212612007
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System Agreement
$1,000,000.00 each accidentldiseaselpolicy limits.
29.4 Verizon shall at all times during the tenn of this Agreement carry, maintain and keep in full force and effect
an umbrella/excess policy with a limit of$3,OOO,OOO per OCCll1TCIlce and aggregate. Said policy shall provide
coverage in excess of the commercial generailiability, automobile liability and employers' liability policies required
by this agreement.
29.5. The policy or policies required herein shall be issued by an insurer authorized to issue policies in the State of
California with a rating of at least B+, VII in the latest edition of A.M. Best's insurance guide.
29.6. Verizon agrees that if it does not keep the aforesaid insurance in full force and effect customer may
immediately tenninate this Agreement
29.7 The policies J:equired hereunder shall be endorsed to state that Verizon, its agents, representatives or insurers
shall endeavor to provide thirty (30) days prior written notice of intention to non-renew, cancellation or material
adverse change to Customer, except that ten (10) day notice for non-payment of premium shall apply. However
failure to provide such notice sha1l impose no obligation or liability of any kind upon Verizon, its agents,
representatives or insurers.
29.8. Prior to commencement of work, and at all times during the tenn of this Agreement, Verizon shall maintain
on fIle with the City Clerk a certificate or certificates of insurance showing that the aforesaid policies are in effect in
the required amounts, and the additional insureds are named therein.
29.9. Customer, its officers, employees, and volunteers shail be covered as additional insureds under the commercial
generailiability and automobile liability policies with respect to the work or operations performed by or on behalf of
Verizon, including materia1s, parts or equipment furnished in connection with such work or for which Verizon is
responsible.
29.10. The insurance provided by Verizon shall be primary to any coverage available to Customer. The insurance
policies required by this Agreement shall include provisions for waiver of subrogation.
29.11. Nothing contained herein shall be constnIed as limiting in any way Verizon's obligations of indemnification
under Section 13 or other extent to which Verizon may be held responsible for payment of damages to persons or
property resulting from its operations, including operations and work performed or materia1s supplied by or on
behalf of Verizon, any subcontractors or by anyone directly or indirectly employed by any of them.
IN WITNESS WHEREOF, the pllI'\ies hereto have caused this Agreement to be duly executed. Each party
warrants and represents that its respective representative whose signature appears below have been and are on the
date of signature duly authorized to execute this Agreement and that each party has the authority to enter into this
Agreement.
Verizon Business Network Services Ine.
on behalf of Verlzon Select ~rvlces Inc
Customer: City Of Seal Beach
By:
Print
Neme:
Title:
Date:
By:
Print Name:
Title:
Date:
Rev. 12.20.06
Page 120fl2
ESC # 0148
VZ Gcnomled ay' DO 0212612007
VZ AppIowd" Form' ANI' 0212612007
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AMENDMENT ONE TO
SYSTEMS AGREEMENT
BETWEEN
CITY OF SEAL BEACH AND VERIZON SELECT SERVICE INC.
C;:ity of Seal Beach (''Cust!)mer'') lII!d '\(erizon Select Services Inc. ("Verizon") hereby agree to the tenDs and conditions of the attached
Exhibit I, Managed Network Solutions Exhibit, and agree that said attached Exhibit is hereby made a part of Systems Agreement
("Agreement"), which was previously entered into by and between Customer and Verizon with an effective date of February 27, 2007,
and is hereby incorporated by reference as if set forth fully therein. All of the terms and conditions of said Systems Agreement shall
apply 10 the allached Exhibit unless otherwise expressly stated in the attached Exhibit.
Notwithstanding anything to the contrary set forth in the Systems Agreement in the event of a conflict between the tenDs of the
Systems Agreement and the tenns of this Amendment No.1, this Amendment No. I shall control.
IN WITNESS WHEREOF, the parties hereto have caused this entire Amendment No. 110 be duly executed. Each party warrants and
represents that its respective representative whose signature appears below have been and are on the date of signature duly authorized
to execute this Amendment and that each party has the authority 10 enter into this Amendment.
AGREED AND ACCEPTED:
CITY OF SEAL BEACH
VERIZON BUSINESS NETWORK. SERVICES INC. ON
BEHALF OF VERIZON SELECT SERVICE INC.
e By
By
Name/title
Nameltitle
Dale
Date
e
Page I of3
ESe.0169
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VZ Generated and Approved By: I'DG 01/151071
EXlDBIT 1
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MANAGED NETWORK SOLUTIONS EXHIBIT
Data Equipment Maintenaul:e
In addition to the terms and conditions of the Agreement, the following terms apply to Managed Networlc Solution services. Verizon
will provide the Managed Networlc Solutions service identified in the applicable quote and the Service Description(s) attached hereto
and incorporated herein ("MNS Service"). Verizon reserves the right to modify the Service Description from time to time. Vcrizon
will provide customer any modifications to the Service Description at the time of renewal. Service Descriptions are available from
Customer's Verizon account representative.
1. Term and Termination
1.1. MNS Services shall become effective thirty (30) days after Verizon executes the Agreement and this Exhibit and shall
remain in effect for the period set forth on Page 2 of the Agreement, after which MNS Services shall automatically renew
for additional one (I) year tenus at Verizon's then current undiscounted rate, unless terminated in accordance with this
Exhibit or the Agreement.
1.2. During the first twelve (12) months of the MNS Services, Customer may terminate the MNS Service (in whole or in part)
only for default as defined in the Agreement. After the initial twelve (12) months, Customer may terminate the MNS
Service (in whole or in part) upon not less than sixty (60) days priorwrillen notice to Verizon. If Customer has pre-paid for
the MNS Service and terminates such MNS Service (in whole or in part) prior to the end of the applicable maintenance
term, Customer will be reimbursed for the unused portion of the terminated MNS Service, less any discount received.
1.3. Verizon may terminate the MNS Service upon sixty (60) clays written notice prior to the end of the then current term.
2. Equipment Snpport
e
2.1. In the event the manufacturer ofthe equipment covered by this Exhibit discontinues a piece of equipment, and/or the
associated support of such equipment, Verizon will only be obligated to provide the MNS Services hereunder on the
affected equipment for the period of time that the manufacturer continues to support such equipment. At the end of such
period Verizon will cease to support such equipment in accordance with the Service Description, but will use commercially
reasooable efforts to provide MNS Service on the affected piece of equipment until Customer upgrades or replaces such
equipment.
2.2. If V erizon did not install the equipment covered by the MNS Service under this Exhibit, Customer warrants that such
equipment is in good working order and meets all applicable manufacturer specifications. If any such item of equipment is
found not to be in good working order and/or not in compliance with all applicable manufi1cturer specifications, Verizon
will be under no obligation to provide MNS Service under this Exhibit, provided however, that Customer may, upon written
notice, request Verizon to upgrade and/or repair such equipment at Verizon's then current time and material rate.
3.
Customer RespolUibilitles
e
3.1 Customer will notify Verizon in writing in the event that any substantial or material modifications are made to Customer's
network, and shall provide Verizon with such information as it may reasonably request, in order for Verizon to perform the
MNS Service.
3.2 Customer acknowledges and agrees that Verizon may increase the amount of any fees specified in the applicable quote, or
the total fees payable hereunder, as appropriate, upon prior wrillen notice to CUstomer at any time during the term of the
MNS Service, in the event that Customer makes any material alteration or modification to CUstomer's network, or any ofirs
component parts, which causes Verizon to incur any increased burden in its performance of the MNS Service hereunder.
Customer hereby agrees to allow Verizon's personnel such on-site and remote access (e.g., dial modem to console port, etc.)
to those portions of Customer's network as may be reasonably necessary to eoable Verizon to perform the MNS Service
under this Agreement. Customer further agrees that should Customer not provide Verizon remote access into its network,
the following applies:
3.3.1. IfVerizon is required to dispatch an engineer to Customer's site to troubleshoot an outage, Customer will incur a
time and material charge at Verizon's then current rate.
Any remote diagnosis service level set forth in the applicable Service Description will be void.
3.3.
3.3.2.
3.3.3.
Page 2 of3
ESe # 0169
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3.4. In the event Verizon or the manu1ilcturer ships a replacement part to Customer pmsuant to the applicable Service Description,
Customer is responsible for retmning the defective part, in accordance with the instructions contained in the replacement part
packaging, to Verizon within ten (10) days of receipt of such replacement part. IfVerizon does not receive the defective part
within ten (10) days, Customer may be billed forlhe list price of the replacement part.
e 4. Reports. Verizon shall provide Customer with such reports as are described in the Service Description.
S. Network Administrator. Customer shall designate a single peBon who shall serve as Verizon's primary point of contact
("Networlc Administrator"). Customer may change the designation of the Network Administrator at any time upon prior written
notice to Verizon.
6. Exclusions. Maintenance Services do not include:
6.1 Additions, changes, relocations, removals, operating supplies or accessories.
6.2 Services necessitated by accident, casualty, neglect, misuse, intentional acts or any cause other than normal use of the
System.
6.3 Repairs or replacements necessitated by lightning, power disturbances, fire, flood, earthquake, excessive moisture, Harmful
Code or any event occurring extemalto the System that directly or indirectly causes a malfunction in the System. Harmful
Code means any virus or machine-readable instructions and data designed to intentionally disrupt the operation of the
software or hardware or intentionally destroy or damage software or hardware or data contained therein.
6.4 Services necessitated by use of the System with any other device or system not supplied or approved as to such combined
use by Verizon, or use of any part of the System in a manner not specified by Verizon.
6.5 Repair or maintenance or increase in normal service time resulting from Customer's failure to provide a suitable
environment for the System or any other failure of Customer to perfonn its responsibilities.
6.6 Loss or recovery of Customer data.
6.7 Upgrades, enhancements or new releases of software or flrn1ware, except as specifically indicated in this Agreement and any
a\lSchmenl.
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ESe # 0169
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VZ Oeacratcd and Approved By. mr; 0'\1151071
SYSTEM ORDER DOCUMENT
~'s ~ystem Order Document ("Ord~r Document") e~ve as of the. day of March 2007 is made by and between Verizon (as
lilied below) and Customer and IS governed by and mcorporated mto the System Agreement dated . . Verizon
\1 not be bound by terms and conditions that are not set forth in the Agreement, including terms and conditions on a Customer
purchase order or similar document
A. Venzon Entity Name ("Verimn"): Verizon Business B. Customer Name ("Customer")
Financial Management Corporation on behalf of
City Of Seal Beach
Venzon Select Services Inc
Address: 7979 N Belt1ine Rd Address: 211 8"' St
City: Irving State: TX Zip Code: 75063 City: Seal Beach State: CA Zip Code: 90740
Conlsct Name and Phone Number: Customer Billing Address (if different):
Tory Anderson
972-399-5531
City: .State: Zip Code:
Quote Number (ifapplicable) 8-2PG3FO
Contact Name and Phone Number:
Linda Devine
562-461-2527 ext 305
C. Select aU applicable options:
181 New System/Service Sale
o AddslUpgrade to Existing System
181 Installation Services
Verlzon Maintenance Services
o Data Maintenance Next Business Day Remote
o Data Maintenance 4-Hour Remote
o Data Maintenance 4-Hour On-Site
181 Data Maintenance 8-Hour On-Site
o Video Central Support Next Business Day On-Site
o Video Central Support Next Business Day Remote
o Connectivity Assurance
o IP Phones Next Business Day
o IP Telepbony Application Server Platfonn 4-Hour Remote
o IP Telephony Application Server Platfonn 4-Hour On-Site
o IP Telephony Application Server Platfonn a-Hour On-Site
o IP Telephony Software Support
o IP Telephony Software Support with Upgrades
o Integrated Maintenance Software Support
o Integrated Maintenance Software Support with Upgrades
o Integrated Maintenance 8x5x4 Advance Replacement
o Integrated Maintenance 8xSx4 On-Site Support
o Integrated Maintenance 8x5 Next Business Day Advance
Replacement
o Integrated Maintenance 8xS Next Business Day On-Site
Support
Rev. 10104/06
pqe 1 aD
Verlzon Mainteaanee Services Cont'd.
o Integrated Maintenance 24x7x2 Advance Replacement
o Integrated Maintenance 24x7x4 Advance Replacement
o Integrated Maintenance 24x7x2 On-Site Support
o Integrated Maintenance 24x7x4 On-Site Support
o 8x5 Switch & Phones
o 8x5 Switch & Proprietary Phones
o 8xS Switch Only
o 8xS Ancillary/Auxiliary Equipment
o 8xS Nortel Norslar
o 8xS NEC Electra Elite
o 8x5 Business Communication Manager
o 8x5 Centrex CPE
o 24x7 Switch & Proprietary Phones
o 24x7 Switch Only
o 24x7 Ancillary/Auxiliary Equipment
o 24x7 Nortel Norslllr
'0 24x7 NBC Electra Elite
o 24x7 Business Communication Manager
o 24x7 Voice Service Plus
o 24x7 Centrex CPE
o Software Release Subscription (SRS)
o On-Site Technician
o Supplemental Wammty Coverage (extends the standard warranty
to 24 hour coverage for major failures during the wammty period)
o Other
a
Ese # Olll
SYSTEM ORDER DOCUMENT
Verizon Maintenance Services Cont'd.
Third Party Maintenance Services - Maintenance wil1 be
provided in accordance with the vendor's terms and conditions
and except for payment, warranty, and limitation ofliability, the
terms and conditions of the Agreement shall not apply to such
maintenance services.
o Norte! Extended Service
DCisco SmartNet
DOlher:
D. Payment Options:
181 Cash Purchase
o LeaselFinancing
o Verizon Credit Inc.
o Third Party LeaseIFinancing _ (must have prior wrillen approval ofVerizon)
o E-RatelUSF Funding Application No,_
o Tax Exempt No._
E. The total price of the System and/or services being purchased by the Customer is:
System Price
e Professional Services Price
Maintenance Service
Voice Maintenance Service for _ Year(s)
Managed Network Solutions Service for ~ Year(s)
Third Party Maintenance Service Cor _Year(s)
$ 18172.95
$
Supplemental Warranty Coverage
$
$ 5141.88
$-
$-
$-
Applicable taxes (estimated)
TOTAL PRICE
$ 23314.83
Down Payment
$ WAIVED
Balance Due
$ 23314.83
F. Maintenance Service BlIIlng Option:
181 Pre-paid Billing: .1 years
$5141.88
(Annual Rate)
o Deferred Billing (deferred until warranty expiration):
-years $-
(Year 1)
$-
(Year2)
$-
(Year 3)
$-$-
(Year 4) (Year 5)
e
Bill deferred payment (check one): 0 annually
o semi-annually
o quarterly 0 monthly
Rev, 10104106 .
PIIlI" 2 of3
$
ESe. 0111
SYSTEM ORDER DOCUMENT
e
G. Attachments
IZI Quote
IZI Service Plan Description(s)
IZI Statement of Work
IN WITNESS WHEREOF, Customer has caused this Order Document to be duly executed, and Customer warranfs and represenfs
that ifs respective representative whose signature appears below has been and is on the date of signature duly authorized to execute
this Order Document.
Customer Name: City Of Seal Beach
By:
Print Name:
Title:
Date:
e
e
Rev, 10104/06 .
Page] of]
$
ESC# 0111