The URL can be used to link to this page

Home My WebLink AboutAtel Communications Inc; 2006-03-06;AMENDMENT NO. 4 EXTEND THE AGREEMENT FOR TELEPHONESYSTEMS AND VOICE NETWORK MAINTENANCE AND SUPPORT SERVICES ATEL Communications, Inc. el Grcr? This Amendment No. 4 is entered into and effective as of the la day of , 2010, extending the agreement dated March 6, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), ATEL Communications, Inc., ("Contractor") (collectively, the "Parties"). RECITALS A. On March 8, 2007, the Parties executed Amendment No.1 to the Agreement to extend the Agreement; and B. On March 5, 2008, the Parties executed Amendment No.2 to the Agreement to extend the Agreement; and C. On February 17th, 2009, the Parties executed Amendment No.3 to the Agreement to extend the Agreement; and D. The Parties desire to extend the Agreement for a period of one (1) year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on May 5,2011. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CITY OF CARLSBAD, a municipal corporation of the State of California Steven Handelman, President (print nameltitle) shandelman@,atelcommunications.com ATTEST: (e-mail address) **By: (sign here) (print nameltitle) (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALDHALL, City Attorney City Attorney Approved Version #05.22.01 AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR TELEPHONE SYSTEMS AND VOICE NETWORK MAINTENANCE AND SUPPORT SERVICES ATEL COMMUNICATIONS, INC. This Amendment No. 3 is entered into and effective as of the _J_/_ljay of . 2009, extending the agreement dated March 6, 2006 (the "Agreement") by and between thc^City of Carlsbad, a municipal corporation, ("City"), and ATEL Communications, Inc., ("Contractor") (collectively, the "Parties"). RECITALS A. On March 8, 2007, the Parties executed Amendment No. 1 to the Agreement to extend the Agreement; and B. On March 5, 2008, the Parties executed Amendment No. 2 to the Agreement to extend the Agreement; and C. The Parties desire to extend the Agreement for a period of one (1) year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on May 5, 2010. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACT *By: ^x (si^n here) Steven Handelman. President (print name/title) shandelman@atelcommunications.com (e-mail address) **By: (sign here) (print name/title) (e-mail address) CITY OF corporation By: ATTEST: ^u:oa LORRAINE M. WOOD City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: , City Attorney psptrty City Attorney City Attorney Approved Version #05.22.01 AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR TELEPHONESYSTEMS AND VOICE NETWORK MAINTENANCE AND SUPPORT SERVICES ATEL Communications, Inc. This Amendment No. 2 is entered into and effective as of the ** day of , 2008, extending the agreement dated March 6, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and ATEL Communications, Inc., ("Contractor") (collectively, the "Parties"). RECITALS A. On March 8, 2007, the Parties executed Amendment No.1 to the Agreement to extend the Agreement; and B. The Parties desire to extend the Agreement for a period of one (1) year); and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on March 6, 2009. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of thisAmendment. CONTRACTOR *By: (sign here Steven Handelman, President (print name/title) shandelman@atelcommunications.com (e-mail address) **By: (sign here) (print name/title) (e-mail address) CITY OF corporation By:. ATTEST: LORRAlN City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing b bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: Deputy City Attorney City Attorney Approved Version #05.22.01 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR TELEPHONE SYSTEMS AND VOICE NETWORK MAINTENANCE AND SUPPORT SERVICES ATEL Communications, Inc. </Amendment No.1 is entered into and effective as of the /} day of 2007, extending the agreement dated March 6, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and ATEL Communications, Inc., ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on March 6, 2008. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contracto/to the terms and conditions hereof of this Amendment. CITY OF CARLSBAD, a municipal corporation of the State of California CONTRACT *By: Steven Handelman. President (print name/title) shandelman@atelcornmunications.com (e-mail address) fc^/VQ CHy Managers MoyoF- ATTEST: *By: (sign here) (print name/title) shandelman@atelcommu.ni cat ions . com (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President "Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: BALL, City Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 AGREEMENT FOR TELPHONE SYSTEMS AND VOICE NETWORK MAINTENANCE AND SUPPORT SERVICES ATEL Communications INC AGREEMENT is made and entered into as of the w _ day of 20^ . by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and ATEL Communications, Inc., a California, ("Contractor"). RECITALS A. City requires the professional services of a telephone maintenance contractor that is experienced in the maintenance and support of NEC telephone systems. B. Contractor has the necessary experience in providing professional services and advice related to the maintenance and support of NEC 2000 and 2400 Private Branch Exchanges (PBX) and the associated components that comprise the City's telephone systems and voice network. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of 1 year from March 16, 2006. The City Manager may amend the Agreement to extend it for 4 additional 1 year periods or parts thereof in an amount not to exceed twenty eight thousand sixty nine dollars ($28,069) per Agreement year. If, during any one year, City adds equipment to its telephone systems or voice network, City and contractor will determine the appropriate level of fee increases for contract amendments, which may be approved by the City Manager, as part of the amendment to the Scope of Work. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of City Attorney Approved Version #04.01.02 funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty eight thousand sixty nine dollars ($28,069). Additional fees will be paid for moves, adds and changes that are requested by the City. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. City Attorney Approved Version #04.01.02 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. City Attorney Approved Version #04.01.02 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. City Attorney Approved Version #04.01.02 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Name Lee Rautenkranz Name Steven Handelman Title Director Title President Department Information Technology Address 8447 Miramar Mall City of Carlsbad s^n ni^gn, PA. q?i?i Address 1635 Faraday Ave. Phone No. 858-646-4600 Carlsbad. CA 92008 Phone No. 760-602-2450 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version #04.01.02 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #04.01.02 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor City Attorney Approved Version #04.01.02 on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR /// admin@atelcoinmunications.can (e-mail address) *By: Steven Handelman, President (print name/title) shandelman@atelcommunications.com (e-mail address) **By: (sign here) (print name/title) City Attorney Approved Version #04.01.02 CITY OF CARLSBAD, a municipal corporation of the State of California Manager Qf-Meyor City Clerk ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: Deputy City Attorney City Attorney Approved Version #04.01.02 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide the services outlined in: -Contractor's Response to City's RFP dated January 12, 2006. -Contractor's e-mail response of January 31, 2006 regarding Additional Questions/Clarifications - City of Carlsbad Telephone Systems/Voice Network MaintRFP. City Attorney Approved Version #04.01.02 10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA COUNTY OF On- DATE -before me, NAME, TITLE OF OFFICER - E.G.., "JANE DOE, NOTARY PUBLIC personally appeared, personally known to me (or proved to me on the basis of satisfactory ovidcnce) to be the person(s) whose name(g£i§&tfe- subscribed to the within instrument and acknowledged to me thatfigfahe/thoy executed the same in^ii^her/&@i? authorized capacity(ies), and that by c£«5/5ef/theH» signature^ on the instrument the person(s), or the entity upon behalf of which the person(s^acted, executed the instrument. WITNESS my hand and official seal. v LAWRENCE Ei HARDEN 1^ COMM. #1502202 .! NOTARY PUBLIC* CALIFORNIA g y. SAN DIEGO COUNTY * ,„ iTX c -*na&' Commission Expires July 20 2008 |(SEAL) ^ffftfOmifffmfffffffffffSffffffJffffftff^ NOTARY PUBLIC SIGNATURE OPTIONAL INFORMATION IMS OPTIONAL INFORMATION SECTION IS NOT REQUIRED BY LAW BUT MAY BE BENEFICIAL TO PERSONS RELYING ON THIS NOTARIZED DOCUMENT. TITLE OR TYPE OF ^~^/&*^l£/r 7*. DATE OF DOCUMENT NUMBER OF PAGES JO SIGNERS(S) OTHER THAN NAMED ABOVE SIGNER'S NAME SIGNER'S NAME RIGHT THUMBPRINT RIGHT THUMBPRINT (City of Carlsbad, California Telephone System/Voice Network Maintenance Proposal) TABLE OF CONTENTS Section I - Executive Summary Section II - References Section III - Maintenance Coverage Section IV - Experience Section V - Blank Section VI - Additional Information Section VII - Cost Breakdown Section VIII - Sample Agreement r\ ,\\ /v, /V\ /V\ f\Mwrn <EIWIINCAICNSI>C Section I Executive Summary ATEL Communications, Inc. was founded in San Diego, California in 1985. We are a full service interconnect company staffed by manufacturer certified Technicians with the skill and technology to install, service and maintain all the systems currently in use at the City of Carlsbad. With a staff of 25 professionals and located in the San Diego County, we dispatch our Technicians via radio with units arriving on-site within one-two hours of your emergency service call. After hours, our On-Call Technicians are accessible via a 911 Service 7/24/365 emergency service. Along with our manufacturer certified Technicians we also maintain an adequate inventory of systems and spare parts in our San Diego facility. This inventory will ensure immediate availability for emergency replacement of equipment necessary to ensure the least amount of downtime of your system should an event of disaster proportions occur. With the support of NEC Unified Solutions, Inc., and ATEL Communications, Inc. commitment to excellence, the City of Carlsbad will receive the services they have contracted for and can rest assured that the maintenance of their communications systems would receive the attention necessary to ensure the longevity of the large monetary investment in your existing communications systems. ATEL Communications, Inc. has in excess of 21 years experience in maintenance support of large and complex PBX Communications Networks for City municipalities and School Districts. Our staff is available for consultations to assist in future engineering of replacement systems as well as state of the art upgrades in new technology. 8447 Miramar Mall San Diego, CA 92121-2522 (858) 646-4600 Fax: (858) 646-4680 Service: (858) 646-4646 ATEL (EMVRNCATCNSIN3. Section II Company References City of Chula Vista P.O.Box 1087 Chula Vista, CA. 91912 Contact: Scott Bernard Telephone: 619-585-5648 Systems: NEC Electra Elite, Elite IPK, NEC 2000 and NEC 2400's City of Escondiso 201 North Broadway Escondido, CA. 92025 Contact: Michelle Hunt Telephone: 760-839-6364 Systems: NEC Electra Elite, Elite IPK, NEC 2000 and NEC 2400's Number of years/months: 13 Years 0 Months Chula Vista Elementary School District 84 East J. Street Chula Vista, Ca. 91910 Contact: Rod Chapin Telephone: 619-417-1227 Systems: NEC Electra Elite IPK, NEC 2000 and NEC 2400's Number of years/months: 3 Years 8 Months Vista Unified School District 1222 Arcadi Avenue Vista, CA. 92084 Contact: Donna Caperton Telephone: 760-726-2170^ Systems: NEC Electra Elite IPK, NEC 2000 and NEC 2400's Number of years/months: 5 years 3 months Driver Alliant Insurance Services 1620 5th Avenue San Diego, Ca. 92101 Contact: Tom Buschmann Telephone: 619-699-1300 x 300 Systems: NEC Electra Elite IPK and NEC 2000's Number of years/months: 8 Years 6 months 8447 Miramar Mall San Diego, CA 92121-2522 (858) 646-4600 Fax: (858) 646-4680 Service: (858) 646-4646 Section IIIMaintenance Coverage o LL < O O >- O s1 o JCD I 0 to>» Co D)C O COi^ a?•a\~o '•8 CO ">,c COQ.E O 8. CO .£ 0)J3E3 0)ursesure toPlease indicate youbeC^CO 88CO CD «) g Q. C CDQ.0 o SJo £ ca 3 1. . (0 -c >> ro x<D <D 0 .Win111*"^SO^g^in raow - x CO 00-i CO E ~T (1} . -d) J^ (/) O CO -g •£ CD 3IH *^= oi ^O w ^ ^£|E. n CD -5 Pi 2. CertifiedJ2 'jo "CDQ *l 8'f U/ M/ [\J ^~* ^C Q -^ oo (0 4" s *=-Q. CO ^ 2 W £ raz w • -2 1 lil^ | c COQ.n 0 wCO 1.^ CD •D CO w "a. >- o X LU </) o >- ^0 "co Jg If "c §" CD CO CO ^ CO CO 0 CO^4^ k^ 0 CO g * (0 CO "re O) 0 ^ 3-| « > "c ^a « °-O CO CUco c _e >- JD (0 "° COCD / •>•s 8 D CO "° JT o •'s0 > 0 CO COu "o €1M81 ro CDg O 0 -D "c c.E coco ^,d altraineAC?WoulNEC CO 0 3. 24/7/365 Coverage:Does the proposed solution include around theclock coverage?CO0 O)c 4. Remote Monitoring:Are there facilities available for remotely monitoriPBX alarms and subsequently notifying city staffand, if necessary, dispatching technicians?« X § -^c co E £ to0 Q- o £ 05 o c c °>o is _ E c£- °r co 9 i- «3E 3 0 J2 o -cO o O)< •- «0 co m j= . 32 cc^-0 JS Ji -o 0 ccco E ^ o a> g> .0CO ijt t1** ^-^ (R ^ Jt 0 to ^j cl ~Q.~g g> 0 co >, £ 3 E £c cn!= 'E .52 £ •- 'o .E 'n .25 Q. t 'o. - C CO M J <n . .v^ .^ ^_ ^ * ^^ -2 I > ro _§ -^ o | ^E0 |= « = ! ?,x: c 0 - .- -.co•*-• "o c 5c-?;0 O) Co O m *~ ^C CO </) & '-i= _Q *"' £ Co)a3 •— »-ooo S W a "^ O)^ -D « •- ro "o 0c -i co "^ ^ O 1- UJ 8 Q.-Q E V) CO0 0 O E "c J3 0 5. Disaster Recovery:a. Would procedures and equipment be in place 1rapidly restore a minimal level of telephone systeand voice network functionality in the event of adisaster? If yes, outline what these procedures aiequipment entail.b. Would conducting periodic backups of PBX'sincluded in the agreement? If backups are coverunder the agreement, what type of backup wouldbe performed and at what periodicity?0".{2t^^0 O) Q.o c 5?"'5 'E 0co E gfl) f~ CO •—[0 Q O "o ,- ~o ^ Q. .S3 o -22 -Q 0 ^ §• D CO CO -r: T3o c E ^ 0 0 0 C > 0CO Q. O ^ i=.:= co ** u. O)-o £ ^ .t co ro 5- ± 1 £ ^ •° '"O c ^ *^ *=CO c O CO Q. 3 = 0 J2 .!5 D E S" CD y» CO m ~ < ^ O O)"^ < 0 & | | £ ^& 0 c-g 5 CO CO0 0 6. MACS:a. Would the agreement cover day to day MACrequests?b. Are there any administrative or programmingfunctions on any component of the voice networkthat city staff would not be allowed to complete?ofl Q X c CDCL Q. CD CD CO 7. Sales/Implementation:COCD a. Will the city have the ability to order additionalNEC equipment such as telephone instrumentsand PBX cards from the vendor providingmaintenance?CO CD , r CD CD CL E 1CO_C L_ 0 •DC CD CD.C 1 •o 9> CD•Eo §c§ .d program and maintain the equipment under themaintenance agreement?CO CD c. Is a discounted pricing plan available forgovernment clients or clients covered under amaintenance agreement?CO CD "2 ~d. When purchasing telephone or voice networkequipment, the City may obtain quotes fromseveral vendors. If the City opts to purchaseequipment from another vendor due to pricedisparity, would your firm install the equipment arwould subsequent maintenance of this equipmenbe covered under the maintenance agreement?CO 8. Inter-Company Coordination:Would personnel/technicians be available with a'm working knowledge of telecom services andsystems such as T-1's, PRI's, DID's and voice miSL systems such that they would be able to work witother city vendors (i.e. local and long distanceproviders, voice mail maintenance vendor) totroubleshoot and resolve telephone system/voicenetwork problems? CO •CO cm TJ _ 0 . -2 A8, a) o £= £ -JQ >, ^t? .E c j= cB o «g a>« 'fc .E ° -55 S> *= ^ o>"- -ni-nfll'^CO^ <» COCO ^ g> <P </) ro <0 CO CIE m .E .^ ™ 4> jo a) ££ r — £ 3 ^ o c -5.s £»i! £ 11 »!fi S S (B c &= -0 o .| -a | III! 11 12 «| •S iS ^ & a> ® "^ AA= ^-55. 2 E^ .. ' ^™ >,w *- ? LU co a> 9- w> 0 "n 0) ^ ,_ T3 CO OJ Cro c°c^£o c Ci^o<U <D C •;=; ™ P hi O /» *= co E^ggfE |& |Sg E?§s^§ a£ §§•co ujt^co-SoD «>,a)0 1 oiS,°»s Si So 8 |.o|.ili l| IS•£2 fc «7 O •*-" t -r; t 1' old)= o3o2og oE = 2< Z^.Ecy)Z= 2 iu OQ CO CO CO tO (D (U 0)0)>- >- >- >- CO (0 c P-- "°VU fB 0) l-. C.9. Responsive:a. Are technicians available within San DiegoCounty or within 60 miles of Carlsbad to provideminimum level of response? How many techniciiare available within this range?b. Are there various levels or types of repair calhsuch as Normal, Critical or Major System FailureIf so, define the scope or criteria for each level.b. Are there levels of response that would beincluded in the agreement both for repair calls aiMAC requests? If yes, define the levels ofresponse.d. Is there an escalation policy?CO0) rx..10. Preventative Maintenance:Does the proposed solution cover conductingpreventative maintenance per manufacturerspecifications to the components of the city'stelephone systems and voice network (includingbackup batteries attached to PBX's and DRU's)'CO<D 11. Experience in VOIP Implementation:Does the firm have proven experience in theimplementation of NEC VOIP equipment andsolutions? X COLL T3c CO ^— 'coE1 LJJ 0"c0^™J_Q.00 oz 12. Web-Enabled:Is a web interface available for reporting andtracking trouble calls or MAC requests?CO V)0 0 0 CO 3 13. Training:a. Are trainers available to provide on-site end-training?b. Would this training be covered as part of themaintenance agreement?V)•*- O ^j> 0O O C. Jr..^ • 5 ^« § •? 8 8> 0 •= 00 0 (DcoZ </> 3 .a co -Q to:£ co £ T3 ^ " „"">co iiu JS2 ^ J2 3 0 CD •— — ^ 3, .£ O *- CD 1-" 0 L-"co m 'i_ o 00 o 00 .c Q- c '> ~a '> "D O |_ <u co £p "C 0 C o • £ O CO "CO w "CO -J£ -D -D c W c ^* o ' -_ij r~ O ^^" <J} O ^^v "co^ "005 o^-x wQ-x E*O 0 U-^Tl TlIf !L |l| ||| •- E" •- ~ -J ^ o ^ "^ o 0 So SE'O ZT-^ |— t- 42. "co "coc c 0 .0 "o. "o. 0 0 co" co0 0 <n in0 0 o^O foto ~ w .. 0 14. Billing:a. How would billing be handled for service calland MAC requests?b. Would billing be per call or would a block perof time per time period (i.e. 10 hours/week) beallotted at no extra cost?c. Will trouble calls be billed differently if there itrouble found?d. Would trouble calls be billed differently if thesource of the problem was determined to beoutside of items covered under the maintenancagreement such as problems associated withcircuits provided by a third party vendor?CO0 •^* •*—•c" ^ CO 0ro c 15. Documentation:Would updated documentation be provided forupdates or upgrades conducted on any compoof the voice network? T30)WD.QCD W £ 0>3 •" enw = co o> Jill s'g g Isll<•O o °-'8t°8" 0) S w. OOQ)oo COc:g 'o. O 0) II W 0) Q) CO co CO o Q. CD CC CD O Q. •5 EC-- co *^ T30) 0D5 CCD O CD CDT- O C Section IV Past Experience ATEL Communications, Inc. has provided the City of Escondido with communications maintenance and network support services since 1993. In addition, ATEL Communications has engineered new system configurations for new installations, upgrade of aging systems and migration into state of the art systems and features. Around the clock support is critical to the City considering the emergency and life saving services they in turn provide to the public. ATEL Communications also provides similar services to the City of Chula Vista, Chula Vista Elementary School District and the Vista Unified School District. Switches maintained at these sites include NEC 2400's, NEC 2000's, NEC Elite Key Systems and various related voicemail systems. A proactive maintenance program designed to detect system and program problems early on, continual download of backup discs when major changes or upgrades occur and remote monitoring of alarms have resulted in satisfactory operations of all communications systems serviced by ATEL Communications, Inc. In addition, the on-going training and certification of our staff of Technicians by the manufacturer ensures up-to-date availability of information and support services from NEC Unified Solutions and the National Technician Training Center in Irving, Texas. 8447 Miramar Mall San Diego, CA 92121-2522 (858) 646-4600 Fax: (858) 646-4680 Service: (858) 646-4646 H LLJ o HI 0°oc o C3Z t^jt mm CD la z< O o UJ oi UJ O. 0. UJZ: CD 522 boa.o ON S NEC Unified Solutions, Inc. Product Education and Training Department tpresentedto. for successfuffy competing tfu course of instruction entitfcd; 2000-IPS TDM Director of Product Education and Training This Certificate of Completion is presented solely in recognition of the bearer's completion of the referenced course and cannot be transferred or used for any other purpose. This Certificate of Completion does not in and of itself entitle the individual to represent him or herself as accredited or certified or to obtain access to the NEC Unified Solutions' National Technical Assistance Center except in accordance with currently applicable NEC Unified Solutions, Inc. support guidelines. Transfer or misuse of this Certificate shall result in its revocation. NEC NEC Unified Solutions, Inc. Product Education and Training Department (Presented to. for successfufty comp&tinQ tne course of instruction entitim: 2000 IPS DMR Director of Product Education and Training This Certificate of Completion is presented solely in recognition of the bearer's completion of the referenced course and cannot be transferred or used for any other purpose. This Certificate of Completion does not in and of itself entitle the individual to represent him or herself as accredited or certified or to obtain access to the NEC Unified Solutions' National Technical Assistance Center except in accordance with currently applicable NEC Unified Solutions, Inc. support guidelines. Transfer or misuse of this Certificate shall result in its revocation. 'SECTION V" WAS SKIPPED IN THE ORIGINAL RFP FORMAT Section VI i^ir-^— Additional Information INI EC- NEC Unified SolUtJOHS, December 19, 2005 Mr. Douglas Kappel City of Carlsbad, California 1635 Faraday Avenue Carlsbad, CA 92008 Dear Mr. Kappel: NEC Corporation is the fourth largest manufacturer of telecommunications systems in the world. NEC Corporation and its affiliates worldwide are a $45 billion global leader, which is dedicated to providing leading-edge computer, communications and semiconductor products and services. NEC Unified Solutions, Inc. ("NEC") is an indirect subsidiary of NEC Corporation. NEC has been selling telecommunications products in the United States since 1963. There are more than 65,000 NEC systems operating in the United States alone, ranging in size from small key telephone systems to PABX systems of many thousands of lines. NEC's total support for its products in the United States is demonstrated in many ways. NEC's extensive contract manufacturing facilities produce products and systems that are fully tested using highly sophisticated computer quality control procedures. NEC guarantees that components, add-ons and system software, or functional equivalents, for the NEAX® 2400 IPX systems will be available for at least five (5) years from the installation date. But our commitment doesn't stop there. NEC places stringent requirements of technical competence on those who become NEC Associates. Their technical personnel periodically attend our intensive courses and refresher sessions and pass written examinations before they become certified in our products. We are pleased to state that ATEL Communications, Inc meets our installation and support standards and is a fully qualified NEC Associate. NEC is committed to ongoing support. In the unlikely event that ATEL Communications, Inc would be unable to perform, NEC remains ready to make parts and field support available, and to recommend an alternative Associate for maintenance to ensure your continued satisfaction. If you have any questions, please feel free to call me. Sincerely, NEC UNIFIED SOLUTIONS, INC. Don Fiorentino Vice President 2890 Scott Blvd, 3rd Floor • Santa Clara, CA 95050" www.necunifiedsolutions.com NEC Unified Solutions, Inc. December 19, 2005 Mr. Douglas Kappel City of Carlsbad, California 1635 Faraday Avenue Carlsbad, CA 92008 Dear Mr. Kappel: NEC Corporation is the fourth largest manufacturer of telecommunications systems in the world. NEC Corporation and its affiliates worldwide are a $45 billion global leader, which is dedicated to providing leading-edge computer, communications and semiconductor products and services. NEC Unified Solutions, Inc. ("NEC") is an indirect subsidiary of NEC Corporation. NEC has been selling telecommunications products in the United States since 1963. There are more than 65,000 NEC systems operating in the United States alone, ranging in size from small key telephone systems to PABX systems of many thousands of lines. NEC's total support for its products in the United States is demonstrated in many ways. NEC's extensive contract manufacturing facilities produce products and systems that are fully tested using highly sophisticated computer quality control procedures. NEC guarantees that components, add-ons and system software, or functional equivalents, for the NEAX® 2000 IPS systems will be available for at least five (5) years from the installation date. But our commitment doesn't stop there. NEC places stringent requirements of technical competence on those who become NEC Associates. Their technical personnel periodically attend our intensive courses and refresher sessions and pass written examinations before they become certified in our products. We are pleased to state that ATEL Communications, Inc meets our installation and support standards and is a fully qualified NEC Associate. NEC is committed to ongoing support. In the unlikely event that ATEL Communications, Inc would be unable to perform, NEC remains ready to make parts and field support available, and to recommend an alternative Associate for maintenance to ensure your continued satisfaction. If you have any questions, please feel free to call me. Sincerely, NEC UNIFIED SOLUTIONS, INC. Don Fiorentino Vice President 2890 Scott Blvd, 3rd Floor • Santa Clara, CA 95050* www.necunifiedsolutions.com NEC Unified Solutions, Inc. December 19,2005 Mr. Douglas Kappel City of Carlsbad, California 1635 Faraday Avenue Carlsbad, CA 92008 Dear Mr. Kappel: NEC Corporation is the fourth largest manufacturer of telecommunications systems in the world. NEC Corporation and its affiliates worldwide are a $45 billion global leader, which is dedicated to providing leading-edge computer, communications and semiconductor products and services. NEC Unified Solutions, Inc. ("NEC") is an indirect subsidiary of NEC Corporation. NEC has been selling telecommunications products in the United States since 1963. There are more than 65,000 NEC systems operating in the United States alone, ranging in size from small key telephone systems to PABX systems of many thousands of lines. NEC's total support for its products in the United States is demonstrated in many ways. NEC's extensive contract manufacturing facilities produce products and systems that are fully tested using highly sophisticated computer quality control procedures. NEC guarantees that components, add-ons and system software, or functional equivalents, for the NEAX® 2000 IPSDM systems will be available for at least five (5) years from the installation date. But our commitment doesn't stop there. NEC places stringent requirements of technical competence on those who become NEC Associates. Their technical personnel periodically attend our intensive courses and refresher sessions and pass written examinations before they become certified in our products. We are pleased to state that ATEL Communications, Inc meets our installation and support standards and is a fully qualified NEC Associate. NEC is committed to ongoing support. In the unlikely event that ATEL Communications, Inc would be unable to perform, NEC remains ready to make parts and field support available, and to recommend an alternative Associate for maintenance to ensure your continued satisfaction. If you have any questions, please feel free to call me. Sincerely, NEC UNIFIED SOLUTIONS, INC. Don Fiorentino Vice President 2890 Scott Blvd, 3rd Floor • Santa Clara, CA 95050" www.necunifiedsolutions.com NEC Unified Solutions, Inc. December 19, 2005 Mr. Douglas Kappel City of Carlsbad, California 1635 Faraday Avenue Carlsbad, CA 92008 Dear Mr. Kappel: NEC Corporation is the fourth largest manufacturer of telecommunications systems in the world. NEC Corporation and its affiliates worldwide are a $45 billion global leader, which is dedicated to providing leading-edge computer, communications and semiconductor products and services. NEC Unified Solutions, Inc. ("NEC") is an indirect subsidiary of NEC Corporation. NEC has been selling telecommunications products in the United States since 1963. There are more than 65,000 NEC systems operating in the United States alone, ranging in size from small key telephone systems to PABX systems of many thousands of lines. NEC's total support for its products in the United States is demonstrated in many ways. NEC's extensive contract manufacturing facilities produce products and systems that are fully tested using highly sophisticated computer quality control procedures. NEC guarantees that components, add-ons and system software, or functional equivalents, for the NEAX® 2000 IPSDMR systems will be available for at least five (5) years from the installation date. But our commitment doesn't stop there. NEC places stringent requirements of technical competence on those who become NEC Associates. Their technical personnel periodically attend our intensive courses and refresher sessions and pass written examinations before they become certified in our products. We are pleased to state that ATEL Communications, Inc meets our installation and support standards and is a fully qualified NEC Associate. NEC is committed to ongoing support. In the unlikely event that ATEL Communications, Inc would be unable to perform, NEC remains ready to make parts and field support available, and to recommend an alternative Associate for maintenance to ensure your continued satisfaction. If you have any questions, please feel free to call me. Sincerely, NEC UNIFIED SOLUTIONS, INC. Don Fiorentino Vice President 2890 Scott Blvd, 3rd Floor • Santa Clara, CA 95050" www.necunifiedsolutions.com SECTION VII Cost Breakdown Appendix D PRICING City of Carlsbad Request for Proposal - Telephone Systems/Voice Network Provide a detailed outline of any and all costs that would be associated with a yearly maintenance agreement. Include any fees and/or costs that would be associated with the various types of calls (i.e. repair versus MAC requests and during working hours versus after hours). If different levels or options of coverage are offered, please recommend a plan or pricing structure that seems to best suit the City's requirements as outlined in this request for proposal but include information on any other available options. Be sure to include any applicable pricing information that is relevant to all of the components/objectives of this request for proposal. ANNUAL FEE: $ 25,518 DISCOUNT PLAN: 20% parts and labor LABOR RATE: $79.60/hr business hours; $119.40/hr after hours (after applying above discount) MINIMUM CHARGE: 1 hr TRIP TIME: actual time billed, not to exceed 30 minutes (max=$39.80) OPTIONAL RIDER: $ 2,551 This rider covers 100% of the following: > No-Trouble-Found service calls > Third-Party Issues (telco carriers, etc.) > User errors > Accidental damage of telephone instruments (drops, liquid spill, etc.) 35 Section VIII Sample Agreement Appendix E AGREEMENT FOR (Insert Type of Professional Services) SERVICES (Insert Name of Contractor) THIS AGREEMENT is made and entered into as of the day of 20 , by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and , a , ("Contractor"). RECITALS A. City requires the professional services of a that is experienced in . B. Contractor has the necessary experience in providing professional services and advice related to . C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of from the date first above written. The City Manager may amend the Agreement to extend it for additional year periods or parts thereof in an amount not to exceed dollars ($ ) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be dollars ($ ). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 37 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 38 10.1.1 Commercial General Liability Insurance. $1.000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at 39 once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: For Contractor: Name Title Address Title Name Phone No. Department City of Carlsbad Address Phone No. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 40 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties 41 pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California *By: By: (sign here) City Manager or Mayor (print name/title) ATTEST: (e-mail address) "By: <si9nhere) C»y Clerk LORRAINE M. WOOD (print name/title) (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. "Group B. Chairman, Secretary, 42 President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By:. Deputy City Attorney EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City and at what price. ATEL will provide services and parts necessary to maintain Customer existing equipment and its configuration in good working condition. Customer existing equipment is specified in this document. ATEL will also provide the following services and benefits: • Periodic preventative maintenance. • Periodic backup of the phone system configuration. • A two-hour (or better) emergency response to any major system failure. • Next day priority response for routine service issues. • No charge for over-the-phone support for minor system changes and feature information. • Periodic on-site user training for your employees. • Support to change system time clock for daylight savings. • A 20% discount on all parts and labor for work outside the maintenance program. • Carrier Bill Review assistance to optimize local, long distance, and Internet pricing plans. Optional Rider (see Appendix D) • No charge for carrier-related service calls when no customer equipment fault was found. • No charge for "No-Trouble-Found" service calls and minor user errors. • No charge for technician time spent waiting for third party vendors who are late or "no show." • Free repair of accidentally damaged station equipment (drops, liquid spills, etc.) THIS FORM MUST BE THE LAST PAGE OF YOUR ORIGINAL PROPOSAL AND COPY! City of Carlsbad Proposal Form RFP-Telephone Systems/Voice Network Maintenance The undersigned hereby certifies that he/she understands the specifications, has read the document in its entirety and that the proposal prices contained in this proposal have been carefully reviewed and are submitted as correct and final. Proposer further certifies and agrees to furnish any or all products/services upon which prices are extended at the price offered, and upon conditions contained in the specifications of the Invitation for Proposal. The following information must be filled out in its entirety for your proposal to be considered: Company Name: ATEL Communications, Inc. Address of Principal Place of Business: _ Phone/Fax of Principal Place of Business: 8447 Miramar Mall, San Diego, CA. 92121 858-646-4600/858-646-4680(Fax) Address, Phone/Fax Number of Majority / f / Owner Principal Place of Business 8447 Mirmar Mall, San DJ/fego,yCA. 92121 (858-646-4600/858-646- 4680(Fax) / Authorized Representative: Steven Handelman/President Signature/Title Printed Name Steven Handelman Date 1/12/06 Acknowledgement of Addenda, #1 #2 #3 #4 #5 36 DougJ<appel - Additional Questions/Clarifications - City of CarlsbadTelephone Systems/Voice Network Maint RFP Page 1 From: "Larry Harden" <lharden@atelcommunications.com> To: <Dkapp@ci.carlsbad.ca.us> Date: 01/31/2006 1:15:42 PM Subject: Additional Questions/Clarifications - City of CarlsbadTelephone Systems/Voice Network Maint RFP Good Afternoon Doug: Please find attached our response to your clarification request and also copies of certifications for the Technicians certified on AimWorx and Fusion. Should you have any further questions please do not hesitate to contact us. Have a great day and we look forward to your positive response. Larry Harden Administrator <http://www.atelcommunications.com/> 8447 Miramar Mall San Diego, CA92121 Tel: 858-646-4600 Fax: 858-646-4680 http://www.atelcommunications.com/ This communication and any files transmitted with it contain information which is confidential and may be privileged and exempt from disclosure under applicable law. It is intended solely for the use of the individual or entity to which it is addressed. If you are not the intended recipient, you are hereby notified that any use, dissemination or copying of this communication is strictly prohibited. If you received this communication in error, please notify the sender and delete the entire material of this communication from any computer. Thank you for your co-operation CC: "Kelly Murphy" <Kmurp@ci.carlsbad.ca.us> After reviewing ATEL's response to the City of Carlsbad's Telephone System/Voice Network Request for Proposal, the review committee has some additional questions and requests for clarification: 1. None of the references listed in Section II employ Fusion. Please expand upon ATEL's experience and background in working with and supporting Fusion. Our Professional Services team has worked with Tl and IP Fusion networks including a Tl Fusion network of 15 locations. This team consists of very experienced (20-30 years) certified technicians and engineers, including those who have worked in NEC product development labs, technical support and training. ATEL guarantees on-site support within 2 hours. 2. Additionally, none of the references listed in Section II employ Aimworx. Please expand upon ATEL's experience and background in working with and supporting Aimworx. ATEL performed installation for Elan Pharmaceuticals with two locations here in San Diego. Also, our Professional Services team has worked with various AIMWORx applications 3.1 through 5.0 and has corrected numerous issues in AIMWORx while being maintained by other vendors. ATEL Technicians have direct access to the National Technical Assistance Center and NEC in Irving, Texas 24/7/365. 3. The response to question 9a. of Section III states that "All technicians are available within this range." How many technicians does this involve and of these, how many are certified on: a. NEC 2000 IVS/IPX - 4 certified b. NEC 2400 IMX - 2 certified c. Aimworx - 1 certified (remote) 4. Does ATEL have certified engineers and if so, how many are certified on: a. NEC 2000 IVS/IPX- 4 (3 certified, 2 local, 2 remote) b. NEC 2400 IMX- 4 (3 certified, 2 local, 2 remote) c. Aimworx - 1 certified (remote) Are these engineers located within 60 miles of Carlsbad? Please note, these days, good support groups that could troubleshoot problems correctly, follow instruction properly, and be reached 24/7 are preferred over local presence. Ex: Dell, Microsoft, CISCO support is done remotely. 5. The response to question 6b of Section III states that "City's personnel responsible for the voice network is allowed to make programming changes up to their level of technical expertise, which is mutually agreed upon." What criteria would be applied to determine levels of expertise? In general, level of technical criterion is only the manufacturers recommendations as to what actions the "User" and "System Administrator" should perform, as outlined in corresponding manuals. However, ultimately the final decision rests with the End User and is normally based on how comfortable the End User is in their personnel properly accomplishing the task at hand. 6. What type of backups would be performed as mentioned in the response? To question 5a of Section III? Would these backups be performed remotely or locally on site to diskette? The City was recently informed that only backups performed locally to diskette are recommended and supported by NEC for disaster recovery. We adhere to manufacturer recommended backup methods. The backups will be done locally. There are variety of backup methods that manufacturer recommends, depending on the model and the vintage of NEC equipment in place. For example, the best backup for NEC 2400 is the CPU redundancy. PBXs with new CPUs that have PCMCIA cards - that would be the preferred method. Backup for older CPUs would be done on the minimum of two sets of floppy diskettes. AIMWORX backup should be done to a file server or tape backup, and it should be done properly. If AIMWORX database are not properly maintained, it will affect the performance because it will be running slower and slower as time goes on. 7. Are the Labor and Trip Time rates listed in Section VII applied to both service calls and MAC requests? Service calls that are within the scope of the maintenance contract include non-billable trip time. Any other service calls and MAC work including limited trip time will be billed at the specified rates. 8. As mentioned in the Objectives of the City's RFP, the agreement would cover 1 year with the option of 4 additional 1-year extensions. If selected as the City's maintenance vendor, would the annual fee of $25,518 as well as the optional rider of $2,551 outlined in Section VII apply to each of the potential 5 years? Yes, to the extent the system configuration remains the same. If you add a system or perform major upgrades, then the price will be adjusted accordingly with the same pricing structure used for this bid. 9. Are service calls and MAC requests placed through a call center? If so, how many employees man the call center? Please outline the process of how a service call or MAC request is handled from receipt (whether by phone, fax or e-mail) to dispatch. Six customer service representatives man our call center: 3 primary and 3 backup, should volume of requests warrant. Once service requests received, the request is entered into our system, and our dispatcher will schedule an appropriate technician. The Technician may be dispatched directly from our location in the Miramar area or by radio, should there be a Technician closer to your location. Once assigned, the Technician or Dispatcher will contact the contact person designated at your facility and notify their expected response time. Once service call is completed, all paperwork is returned to our call center for review, proper determination of whether the job has been completed or not and then forwarded to accounting for billing. 10. Just out of curiosity, does ATEL ever plan on implementing a web interface for reporting service issues or requesting MAC'S? We found that most customers enjoy speaking to a "live" service representative. It is why we always answer calls live as opposed to auto-attendant. However, we are always interested in improving service to our customers. Should a significant number of customers recommend such an improvement, we would definitely consider it.