CONTRACT 3507 Vender Agreement3507
SCOPE OF WORK
for
El Segundo Police Department
VESTA E9 -1 -1
Upgrade Project
Version 19.103 ��n ATT R
July 26, 2005
Table of Contents
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1.0 OVERVIEW ......................................................................................... ..............................1
1.1 PURPOSE & OBJECTIVES ................................................................... ............................... 1
1.2 REUTILIZATION OF EXISTING EQUIPMENT ............................................ ............................... 1
1.3 EQUIPMENT REMOVAL & DISPOSAL .................................................... ............................... 1
2.0 DESIGN SOLUTION .......................................................................... ............................... 2
2.1 SYSTEM GROWTH CAPABILITIES ........................................................ ............................... 2
2.2 CONNECTIVITY ................................................................................... ..............................2
2.3 WORKSTATION APPLICATION & USE ................................................... ............................... 2
2.4 SYSTEM PROGRAMMING .................................................................... ............................... 3
2.5 INTEGRATION REQUIREMENTS ............................................................ ............................... 3
2.6 BUILDING MODIFICATIONS .................................................................. ............................... 3
3.0 CHANGE REQUESTS ....................................................................... ............................... 3
4.0 ACCEPTANCE TESTING .................................................................. ............................... 4
5.0 RESPONSIBILITIES ........................................................................... ..............................4
5.1 SBC PACIFIC BELL PROJECT TEAM ................................................... ............................... 4
5.2 PROJECT MANAGER .......................................................................... ............................... 5
5.3 SBC RESPONSIBILITIES .................................................................... ............................... 5
5.4 AGENCY RESPONSIBILITIES ................................................................ ............................... 5
6.0 SPECIFIC SITE REQUIREMENTS (REFER TO APPENDIX B - AGENCY MEETS ALL
REQUIREMENTS) ........................................................................................ ............................... 6
6.1 EQUIPMENT ROOM REQUIREMENTS .................................................... ............................... 6
6.2 RACK LOCATIONS ............................................................................. ............................... 6
6.3 HVAC REQUIREMENTS ..................................................................... ............................... 6
6.4 POWER & BREAKER PANELS ............................................................. ............................... 7
7.0 INSTALLATION SCHEDULE .............................................................. ..............................8
8.0 MAINTENANCE PLAN ...................................................................... ............................... 8
8.1 POST INSTALLATION SUPPORT LIMITATIONS ........................................ ............................... 8
8.2 REPAIR OF UNSUPPORTED FAILURES ................................................. ............................... 9
9.0 TRAINING .......................................................................................... ............................... 9
9.1 SUPERVISOR/DISPATCHER TRAINING .................................................. ............................... 9
9.2 TRAINING DOCUMENTATION ............................................................... ............................... 9
9.3 SERVICE MANUAL DOCUMENTATION ................................................... ............................... 9
10.0 DOCUMENT ACCEPTANCE ............................................................. .............................10
APPENDIX A: AGENCY COMPLIANCE - SITE CERTIFICATION DOCUMENT ...................... 11
APPENDIX B: LANIWAN POLICY ............................................................... .............................12
APPENDIXC: FLOOR PLAN ....................................................................... .............................13
APPENDIX D: PRICING & TERMS .............................................................. .............................14
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APPENDIX E: CHANGE ORDER REQUEST FORM ................................... .............................15
APPENDIX E: MAINTENANCE PROCEDURES .......................................... .............................16
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1.0 OVERVIEW
1.1 Purpose & Objectives
The purpose of this document is to describe the work to be performed by SBC (also
referred to as the Contractor) in satisfying the requirements of El Segundo Police
Department (also referred to as the Agency).
SBC shall provide the following products:
(6) Plant Vesta Standard IWS with (6) 19" LCD of monitors
(6) Genovation keypads
(1) Vesta Standard Server
1.211eutilization of Existing Equipment
The following equipment has been certified to be compatible with current technology and
in good condition. This equipment will be reutilized.
MAARS Controller
(1) ARU
(6) TIU
(1) RMU
(1) DBU
(1) CIU
(1) CRU
(2) MIU
(3) PSU
ComCentrex
(1) Power supplies
(3) 60 line shelves
(2) Line card shelves
Backroom
(2) Toshiba 1500 UPS
The equipment provided by SBC shall comply with State of California Contract DGS-
0026 and any FCC requirements for E9 -1 -1 to include a one -year warranty and years two
through five maintenance contract.
This document supercedes offerings and descriptions in any previous document.
Detailed components inventory and pricing are listed in Appendix D.
1.3 Equipment Removal & Disposal
The following equipment will be removed and disposed of by SBC:
♦ Exposed cables will be removed.
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♦ Old Vesta workstations will be removed and placed in an area onsite specified by the
agency. SBC will remove Vesta software and reset passwords prior to handing over
to agency. We will give agency the new password.
2.0 DESIGN SOLUTION
SBC shall provide a solution that includes a MAARS ANI /ALI controller, six (6) 19" LCD
monitors and six (6) VESTA® intelligent workstations each with keyboard arbitration and
adjunct keypad.
VESTA Upgrade
SBC shall provide a solution that replaces the existing E9 -1 -1 Server, Workstations,
monitors and software with new state of the art components. The VESTA Workstation
will provide the computer platform for the VESTA 911.
2.1 System Growth Capabilities
MAARS's modular design allows maximum growth flexibility. MAARS answers any size
call- center's need for 9 -1 -1 functionality. The modular design of MAARS allows the
system to be configured to accommodate any size PSAP, from one -trunk one - position to
an unlimited number of both. The number of modules in a system depends on the
population of the area served. System modules are designed so each performs a single
dedicated system function with no single point of failure.
ComCentrex provides advanced standard features such as speed dialing, call
sequencing and three -party conferencing. ComCentrex telephone consoles are available
in desktop or 19 -inch panel -mount models. Consoles feature from 30 to 150 lines with up
to 100 user - programmable speed dial numbers. This system can currently handle up to
32 lines and is designed to accommodate up to 60 lines by adding additional line cards.
2.2 Connectivity
The Plant E9 -1 -1 system will connect to the following phone lines and Systems.
(5) CAMA Trunks
(12) 10 -digit Emergency/ Administrative Lines
(7) Ringdown Circuits
(2) 7 digit emergency numbers for cell phone calls
2.3 Workstation Application & Use
(6) Dispatcher Positions each of which utilizes a common headset for radio & phone
Unless mutually agreed to by the Contractor and the Agency, Agency personnel will not
perform maintenance or attempt repairs to equipment.
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2ASystem Programming 3507 - ,
The system will be programmed with a log in ID for each Administrator /Supervisor. The
administrators/ Supervisors will have all the capabilities that the dispatchers have as well
as additional capabilities requested by the Agency. The "master" speed dial list will be
the same for each position and the site supervisor /administrator will have the capability to
change, add, and delete speed dials on the "master" list.
The system will be programmed with a log in ID for each dispatcher. There will be a
single Agent Profile for all dispatchers that will have the same configuration, colors and
icons.
ACD (Automatic Call Distribution) programming is not a feature of this system. The
system will be programmed to "ring all" positions in the event of an incoming call.
The system programming requirements may be changed at the request of the Agency
during the Installation process. The SBC Project Manager /ECM will work with the
Agency to meet their specific needs.
2.5integration Requirements
SBC will be the integrator for all telephony- related issues. SBC will be responsible for
installation and maintenance of all network facilities terminating into the connector block
installed at each position.
CAD Interface
The MAARS system provides a CAD Interface Unit module that allows other system
devices to interface with emergency call information. It will provide the retrieved ANI /ALI
for an emergency call, as well as the answering position identification on an ASCII RS-
232C port. The demarcation point for the Agency CAD is the MAARS CIU in the
equipment room.
Logging Recorder
The logging recorder interface demarcation block to the agency recorder systems will be
the SBC Pacific Bell provided connector block located on the back plane in the E9 -1 -1
equipment room.
2.613uilding Modifications
All building modifications are the responsibility of the Agency. The SBC Project
Manager /ECM will work closely with the Agency to determine proper timeline
coordination for a smooth system implementation. SBC in Appendix A lists any
building modifications and requirements that the Agency must make prior to the
equipment being delivered.
3.0 CHANGE REQUESTS
The Agency may at any time, by written order, and without notice to the Contractor's
sureties, submit a change order to the Contractor. Within ten (10) working days of
receiving a proposed change order, the Contractor shall submit a written cost estimate,
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which shall include adjustments to the Project Price, Project Schedule, Statement of
Work, Acceptance Criteria, or any other obligations of the Contractor, as applicable. The
Contractor may also decline the change order, depending on the nature of the requested
changes.
The Contractor may also propose a change order involving additions, deletions, or
revisions to the work, or any obligations imposed upon the Parties under this agreement.
SEC's changes to the system design or individual component changes shall be
submitted to the Agency for approval using the Change Request Form shown in
Appendix E.
The Agency shall appoint a single individual as a Project Manager. Change Orders shall
be approved in writing, by the Agency's Project Manager. The Contractor shall not
proceed with any work contemplated in any proposed Change Order until it receives
written notification to commence such work from the Agency's Project Manager.
4.0 ACCEPTANCE TESTING
Final system acceptance for this Scope of Work will occur when the standards of
performance (see Section II -Page 20 of 34 of DGS -0026 at
http : / /www.documents.dgs.ca.gov /td /911 /Section2ContractPerformance pdf) have been
met after 240 consecutive hours of operation following the cutover date. During these
240 hours, the system shall function without interruption, as defined by contract DGS -
0026-05 and according to the project specifications. If the 9 -1 -1 system fails to meet the
standards of performance, then the 240 hour system acceptance period shall re -start
following correction of the problem. See contract DGS -0026 for additional information
regarding acceptance testing and standards of performance.
5.0 RESPONSIBILITIES
5.1 SBC Pacific Bell Project Team
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Fax: (310) 516 -7029
100 W. Alondra Blvd D501�
—
Carson, CA 90248 48
Technical Sales
John Gerberg
Phone: (213) 975 -4001
john.gerbergasbc.com
1010 Wilshire Blvd. Room 800
Specialist
Fax: (818) 990 -6328
Los Angeles, CA 90017
5.2 Project Manager
Terry Clarke your SBC ECM will act as the Project Manager for this system
implementation. The Project Manager is responsible to plan, organize, control, direct
and coordinate people and material resources throughout the life of the project.
5.3SBC Responsibilities
SBC is responsible for the following:
- Delivery of equipment
- Security of equipment, until final acceptance of equipment (Agency to provide first
level security).
- Disposal of packaging materials and debris.
- Any damage caused by Contractor (or Contractor's agent) to equipment, building, or
other property.
- Connection of equipment to electrical supply sources provided by Customer.
- Installation of common control (server) equipment in racks.
- Dressing of all cables.
- Identification and labeling of all cables.
- Training.
- Installation of appropriate cabling from equipment room to all VESTA@ positions.
- NENA standard ANI /ALI interface supplied to the Customer owned CAD system.
- Installation of demarc punch block for audio source and logging recorder.
- Installation of interface jacks for radio headsets.
5.4Agency Responsibilities
Equipment Room
- Modification of the back -room to meet the equipment needs including:
♦ Installation of electrical outlets and circuits.
♦ Installation of 4'ffx3/4" plywood backboard(s).
♦ Installation /Upgrade of heating, ventilating, & air conditioning.
- Provide locked limited access to the equipment room.
Dispatch Room
- Installation of electrical outlets and circuits as specified by SBC.
- Furniture selected by Agency is compatible with, or will be modified by the Agency to
be compatible with, the selected system equipment.
General
- Access to building for SBC and subcontractors.
- Conduit and coring of walls.
- Adequate power and power outlets and circuit breakers.
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- All radio, CAD and recorder equipment. 3507
- Time Clock if used (NENA -04 -002 standard).
- Adequate security to prevent theft of computer equipment.
- On -going upkeep for room requirements listed.
- Technical expertise from Customer's other vendor's during planning, installation and
cut -over.
- The Agency's Project Manager will facilitate the resolution of any problem determined
with these interfaces pertaining to the radio, CAD, recorders, Netclock or other
Customer owned interfaces.
6.0 SPECIFIC SITE REQUIREMENTS (Refer to Appendix A - Agency meets all
requirements)
6.1 Equipment Room Requirements
The Equipment Room requirements are as follows:
• Temperature and Humidity levels of 72 degrees F +/- 5 and less than 50% Relative
Humidity.
• The equipment room environment should be dry, clean and well ventilated.
• The equipment area should be well lit, easily accessible and free from excess
vibrations.
• It is recommended that the floor be a tiled floor, computer floor or sealed concrete. If
the only alternative is carpeted flooring, then a true anti - static mat must be supplied.
It must be 3 ft larger than the module base on all four sides.
• The floor must be capable of supporting 104 lbs. per square foot.
• A minimum ceiling height of 8 ft is required.
6.2 Rack Locations
The racks MUST NOT be located in an area that is:
• Under water or steam pipes.
• Under or near sprinkler systems. Where sprinklers are required to meet building
codes, they must be equipped with high temperature heads and protected by a wire
cage.
• Within 10 ft. of a copy machine, paper shredder, welder or non - shielded radio
transmitters.
• Next to a building heating system.
• Near a window where sunlight may fall on any portion of the equipment.
• Clear of opening doors, drawers, etc.
NOTE: The equipment racks should have a minimum of 24" clearance in back, and
36" in front and between the end of the racks and the wall to accommodate for
access to the front and rear of the racks during installation and maintenance.
6.3 HVAC Requirements
• (1) MAARS Controller will dissipate a maximum of 1177 BTUs per /hour.
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• The ComCentrex Key Telephone System will dissipate a maximum of 4708 BTUs
per /hour.
• The Vesta Server with 15" Monitor will dissipate a maximum of 1373 BTUs per /hour.
• Miscellaneous items including the switch and modems will dissipate a maximum of
649 BTUs per hour
• UPS dissipate a maximum of 5732 BTUs per /hour
• 13639 total BTU /hour in the equipment room.
6.4 Power & Breaker Panels
Receptacle and Circuit Breaker Requirements:
Equipment Room
• Two circuits are required for isolation of the 911. Each circuit must be wired to an
individual 20- ampere circuit breaker and provide (1) fourplex outlet with individual hot,
neutral and ground wire
• All AC systems require a #10 AWG Personal Hazard Ground conductor from the IG
Bus within the AC panel to a Customer provided ground window /bus installed in the
switch -room. This ground conductor must be identified /labeled at both ends.
Call Taker /Dispatch /Supervisor Positions
• Each Dispatcher and Supervisor workstation position requires one dedicated 20-
ampere circuit. Each circuit must be wired to an individual 20- ampere circuit breaker.
Each circuit must provide (1) fourplex outlet with individual hot, neutral and ground
wires.
• Additional circuits may be required for other non - emergency equipment. These
circuits may be shared among the other dispatch positions based on the
recommendation of the Agencys electrical contractor and the power needs of the
Agencys dispatchers.
The following guidelines should be followed at all times at your communication center
when any UPS is installed in the dispatch area. The proper placement and immediate
environment surrounding the UPS system is critical to the safe operation of the UPS.
Failure to follow the items listed below could result in safety hazard and sharply reducing
the life expectancy of the UPS and it's effectiveness.
1. The environment surrounding the UPS must be clutter free.
2. The UPS must be in a well - ventilated environment allowing for at least 6 inches of
clearance on all sides for ventilation and maintenance access.
3. The UPS must not be exposed to direct sunlight or any type of space heater.
4. The UPS must not be exposed to high humidity or where water may get inside the
UPS,
5. Avoid exposing the UPS to high levels of airborne dust, metal particles or flammable
gas.
6. Do not place, hang or paste any objects on the top or the exterior of the UPS
7. Do not insert metal objects or combustible materials in the units ventilation
slots /holes.
8. At no time should a power strip be plugged in to any of the outlets of the UPS.
9. Only E9 -1 -1 equipment installed and maintained by SBC LEC can be plugged in to
the UPS.
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7.0 INSTALLATION SCHEDULE
The following dates are based on the "Final Funding Date" listed below. Changes to this
date will affect all the dates below.
Final Funding Approval Date:
8/1/2005
Equipment Order Date:
8/15/2005
Equipment Delivery Date:
10/10/2005
Programming Change Freeze Date:
10/24/2005
Begin Equipment Installation Date:
10/25/2005
Training Date:
11/8/2005
System In- Service Date:
11/22/2005
Installation date may be changed by mutual consent of the Contractor and the Ordering
Agency; however, prior to the installation date, the Ordering Agency may defer the
installation, and a new installation date will be established by mutual agreement. Such
unilateral deferment shall not exceed 60 days, except by mutual agreement.
Pricing is based on installation being performed during SEC's normal business hours (M-
F, 8:OOam -5: OOpm, excluding SBC holidays). Installation activities outside of SBC's
normal business hours are available at prevailing after hours tariff.
8.0 MAINTENANCE PLAN
SBC includes a five -year parts and labor maintenance warranty on equipment offered
through the State of California Contract DGS- 0026 -05. Re- utilized equipment is covered
under the five -year maintenance contract.
VESTA@
SBC will provide a "Maintenance Kit" to be kept at a location readily accessible to
SBC technicians or in some special cases, due to an Agency's location or a systems
size, kept on site in a secured location. The contents of the Maintenance Kit will be
based upon the requirements of the Agency's 9 -1 -1 system. SBC absorbs the cost of
the Maintenance Kit and the equipment provided within the kit will remain the property
of SBC.
• SBC includes five -year parts and labor on the 9 -1 -1 system. The five -year period
begins at date of Customer acceptance. After the five -year period, the Agency may
choose to replace the system, maintain it, or a maintenance contract will be created
with agreed terms, conditions and costs. Required software will be kept current and
upgraded at no charge (additional features and hardware may not be included).
8.1 Post Installation Support Limitations
SBC's support obligations hereunder will not apply to any SBC supported product if
adjustment, repair, or parts replacement is required because of:
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• Accident, neglect, tampering, misuse, improper /insufficient grounding, failure of
electric power; failure of the PSAP and /or others to provide appropriate environmental
conditions, relocation of hardware or software, or causes other than ordinary use
• Repair or alteration, or attempted repair or alteration of any SBC supported product
(hardware and /or software) by the PSAP or others
• Connection of another machine, device, application or interface to SBC supported
equipment (hardware and /or software) by, Agency, the PSAP or others, which has
caused damage to SBC supported equipment
• Damage or destruction caused by natural or man -made acts or disasters
• Degradation of performance to SBC systems due to the installation of third party
software applications or Operating System patches, service packs, hotfixes, or
Windows services and not specifically certified, approved, and registered by SBC for
use at the site(s) identified herein.
• Support described herein does not include cosmetic repairs, refurbishment, furnishing
consumables, supplies or accessories, making accessory changes or adding
additional devices or software applications.
8.211epair of Unsupported Failures
The Agency may request field engineering to rectify unsupported failures, as defined
above, on a Time & Materials basis. Labor rate charged will be the current SBC labor
rate (plus expenses) at the time service is requested.
SBC is NOT responsible for the performance of third party applications /systems.
9.0 TRAINING
9.1 Supervisor /Dispatcher Training
Training support will be available through the day of cutover and as needed within first
week after cutover not to exceed 24 hours. Post - cutover training requirements must be
negotiated with the SBC Project Manager /ECM and may result in additional expense to
the Agency.
As required by contract DGS -0026, Trainer will provide feedback on students to dispatch
management
9.2Training Documentation
Training documentation will include 1 copy of the 911 VESTA@ User Guide, Quick 911
Reference Guide, These documents will be given to the Agency's designated training
coordinator for distribution to their dispatchers and /or supervisors at training sessions.
9.3Service Manual Documentation
IWS Technical Installation and Maintenance Manuals will be provided with the delivery of
the systems. These technical manuals should be kept in the equipment room near the
equipment racks for the SBC technicians to utilize as necessary.
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Document Acceptance
for
El Segundo Police Department
VESTA Standard Upgrade
10.0 DOCUMENT ACCEPTANCE
I have read the preceding document version 19.103. 1 understand and approve of the scope of work
described therein. In addition, I understand that subsequent modifications to the scope of work shall be
requested on the attached Change Request Form and approved by both El Segundo Police Department
E911 Solutions Consultant
Date
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Date
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Appendix A: Agency Compliance - Site Certification Document
• Customer Compliance - Site Certification Document
This Section meets the State DGS -0026 requirement for SBC to provide a Site Readiness
Checklist to the Agency.
A site survey has been made and site modifications will be needed to meet the following
requirements for equipment installation. The following site modifications must be completed by
the Agency prior to SBC beginning the installation of the new or upgraded system. The
completion of all building modifications are the responsibility of the Agency. In the event that
SBC attempts to begin installation and subsequently discovers that these modifications have
not been met as specified, SBC may postpone implementation. A quote will be provided to the
Agency for any additional costs incurred by SBC because of the postponement. Any additional
costs that are incurred for site modifications because of the postponement will be the
responsibility of the Agency. Work will be rescheduled upon completion of the required
modifications.
Agency meets all site requirements, no modifications are necessary.
Authorized Agency Representative understands that the modifications listed above must
be complete prior to SBC Pacific Bell commencing installation.
Agency Representative accepts modification list.
Date
...., ...................................................................... ...............................
Authoriz96,qency Representative certifies modifications complete. Date
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Appendix B: LAN/WAN Policy
SBC LANIWAN PSAP Security Policy
New Equipment on Existing Contract
It is SBC's policy to install 911 equipment only in a secure PSAP Local Area Network ( "LAN ")
that is not connected to any other computer network outside of SBC's control (with the
exception of the national Crime Information Center network or similar network, but only if such
connection is expressly approved in writing by SBC, which approval shall be in SBC's sole
discretion).
SBC will not install or terminate a PSAP LAN to a firewall. SBC will identify the demarcation
point for the PSAP LAN, beyond which SBC is not responsible. IN THE EVENT CUSTOMER
HAS PREVIOUSLY CONNECTED OR SUBSEQUENTLY CONNECTS ITS PSAP LAN TO ANY
OTHER COMPUTER NETWORK OR HAS CAUSED OR CAUSES SUCH A CONNECTION,
CONTRARY TO SBC'S PSAP NETWORK SECURITY POLICY (WHICH CUSTOMER
ACKNOWLEDGES IT HAS RECEIVED AND READ), AND THE 911 EQUIPMENT AND /OR
PSAP LAN IS INFECTED OR DAMAGED AS A RESULT OF SUCH CONNECTION, THEN ALL
911 EQUIPMENT AND /OR PSAP LAN WARRANTIES, MAINTENANCE AND SERVICE
PROVISIONS OF THIS [AMENDMENT OR STATEMENT OF WORK] SHALL BE
IMMEDIATELY NULL AND VOID. Under such circumstances, SBC will provide repair services
for the 911 equipment and /or PSAP LAN at Customer's request and time and materials charges
will apply for all parts and labor required as a result of damage caused by the infection. After all
related damage has been repaired, maintenance and service provisions of this agreement shall
resume.
Customer agrees to indemnify and save SBC harmless for any damages to or claims by any
third party against SBC that arise in whole or in part from Customer's existing or subsequent
connection of the 911 equipment and /or PSAP LAN provided hereunder to any computer
network outside of SBC's control.
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Appendix C: Floor Plan
FOOTPRINT OF EQUIPMENT ROOM
- --
I
Lu
' I
I
_ , 1
I
Misc
Floor
>n '
Storage
z
' I
O
O
O
O
• 3' -5"
Boxes
4' -0"
*Note: Concrete Floor
Kitchen Area / Dispatch
Backroom
315 sq. ft.
13' -5"
4' -0"
Server
Cab
19"
LTR t
23"
Cable
CCX Route
23"
SVR
23"
PC Cart
(CDR
Terminal)
4' -0"
51
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El Segundo PD
SBC California Dec 4, 2003 Drawing By:
*Not To scale Robert Russo *Not
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Appendix D: Pricing & Terms
Please refer to the associated cost tables.
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Appendix E: Change Order Request Form
SBC Project Office
Change Request Form
Change Orders cannot be billed directly to the State without State approval.
The Agency will be billed and must submit a reimbursement request to the State.
Originator:
Change Request Definition:
10 be completed by Nroject Manager /ECM
Impact to System Schedule:
Impact to Overall Project Schedule:
Development Price:
Change Request M I Date:
System Affected:
Accepted I Rejected:
Final SBC Signoff: Final Customer Signoff: Date:
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Appendix E: Maintenance Procedures
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"SBC"
PROVIDING PRODUCT & SERVICE EXCELLENCE
TROUBLE REPORTING PROCEDURES
The Customer Service Bureau is the trouble reporting center for our priority Public Safety
Agencies. The center is responsible for receiving Agency reports and electronically relaying the
reports to the responsible work groups for resolution, 24 hours a day, 365 days a year. The
CSB can escalate trouble reports and put you in contact with management personal responsible
for resolving the trouble you have reported.
The Priority Repair Service number is:
(877) 500 -4911
Due to the complexity of the services we provide and your own equipment it is essential that
you isolate trouble before reporting to SBC. A few extra minutes to properly identify, isolate
and report a trouble can save hours in resolution time. Reporting the wrong trouble or circuit
number may cause extended delays in our ability to deploy the appropriate work crew to repair
the problem.
When you call in a report, please be ready to provide the following information:
1. Your name and call back telephone number.
2. Address and the location of trouble.
3. Telephone numbers or circuit number in trouble.
4. Nature of the trouble /condition.
5. Application the circuit is used for.
6. Access restrictions we may have to resolve trouble report.
7. Any terminal access problems or arrangements before dispatch.
8. The name of the contact person and their office number is a must!
9. Identification of Major or Minor Failure. (Defined below)
10. For urgent restorations you can ask for an hourly status from the Plant Control Office /PCO.
Major Failure - Definition Of Major Failure: Any hardware, software or circuitry failure that
prevents the 9 -1 -1 PSAP call taker from making voice contact or viewing ANI /ALI information for
a person who has dialed 9 -1 -1. Upon verbal notification by the Agency, or electronic notification
by the 9 -1 -1 system itself of a major failure, SBC will meet the required response time detailed
below:
ONSITE RESPONSE: A factory- trained technician will respond on -site with spare
parts /software within two (2) hours, or less, to diagnose and commence repair of a major failure.
Within two (2) hours, or less, the responding technician will notify the PSAP of the nature of
failure and an estimated time to repair.
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Minor Failure - Definition Of Minor Failure: Any hardware, software or circuitry failure that
prevents the normal operation of any feature of the 9 -1 -1 system. Upon verbal notification by
the Agency, or electronic notification by the 9 -1 -1 system itself of a minor failure SBC will meet
the required response time detailed below:
ON SITE RESPONSE: During the initial notification by the PSAP Agency of a minor failure, the
Contractor shall provide to the PSAP Agency an estimated time for on -site diagnostics /repairs
to begin. A factory trained technician will respond on -site with spare parts /software within twenty
four (24) hours, or less, to diagnose and repair a minor failure. Within twenty four (24) hours, or
less, the responding technician will notify the PSAP of the nature of failure and an estimated
time to repair.
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GSPD -401
RFP DGS -0026
GENERAL PROVISIONS
1) DEFINITIONS: The following terns shall be given the meaning
shown, unless context requires otherwise or a unique meaning
is otherwise specified.
a) "Business entity" means any individual, business,
partnership, joint venture, corporation, S- corporation, limited
liability corporation, limited liability partnership, sole
proprietorship, joint stock company, consortium, or other
private legal entity recognized by statute.
b) "Buyer" means the State's authorized contracting official.
c) "Contract" means this purchase order, contract or
agreement, by whatever name known or in whatever
format used.
d) "Contractor" means the business entity with whomthe
State enters into a contract. Contractor shall be
synonymous with "supplier ", "vendor" or other similar term.
e) "Goods" means all types of tangible personal property,
including but not limited to materials, supplies, equipment
( "commodities ") and information and telecommunication
technology.
f) "State" means the State of California, its employees and
authorized representatives.
2) CONTRACT FORMATION:
a) If this contract results from a sealed bid offered in
response to a solicitation conducted pursuant to Chapters 2
(commencing w ith Section 10290), 3 (commencing w ith
Section 12100), and 3.6 (commencing with Section 12125)
of Part 2 of Division 2 of the Public Contract Code (PCC),
then contractor's bid is a firm offer to the State w hich is
accepted by the issuance of this contract and no further
action is required by either party.
b) If this contract results from a solicitation other than
described in paragraph a), above, contractor's quotation or
proposal is deemed a firm offer and this contract document
is the State's acceptance of that offer.
c) If this contract resulted from a joint bid, it shall be deemed
one indivisible contract. Each such joint contractor w ill be
jointly and severally liable for the performance of the entire
contract. The State assumes no responsibility or obligation
for the division of orders or purchases among joint
contractors.
3) COMPLETE INTEGRATION: This contract, including any
documents incorporated herein by express reference, is
intended to be a complete integration and there are no prior or
contemporaneous different or additional agreements pertaining
to the subject matter of the contract.
4) SEVERABILITY: The contractor and the State agree that if any
provision of this contract is found to be illegal or unenforceable,
such term or provision shall be deemed stricken and the
remainder of the contract shall remain in full force and effect.
5ther party having knowledge of such term or provision shall
promptly inform the other of the presumed non - applicability of
such provision.
5) INDEPENDENT CONTRACTOR: Contractor and the agents and
employees of contractor, in the performance of this contract,
shall act in an independent capacity and not as officers or
employees or agents of the State.
6) APPLICABLE LAW: This contract shall be governed by and
shall be interpreted in accordance w ith the laws of the State of
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35 0 %
California; venue of any action brought w ith regard to this contract
shall be in Sacramento County, Sacramento, California. The United
Nations Convention on Contracts for the International Sale of
Goods shall not apply to this contract.
7) COMPLIANCE WITH STATUTES AND REGULATIONS:
a) Contractor warrants and certifies that in the performance of
this contract, it w ill comply w ith all applicable statutes, rules,
regulations and orders of the United States and the State of
California and agrees to indermify the State against any loss,
cost, damage or liability by reason of contractor's violation of
this provision.
b) If this contract is in excess of $500,000, it is subject to the
requirements of the World Trade Organization (WTO)
Government Procurement Agreement (GPA).
8) CONTRACTOR'S POWER AND AUTHORITY: The contractor
warrants that it has full power and authority to grant the rights
herein granted and will hold the State harmless from and against
any loss, cost, liability, and expense (including reasonable
attorney fees) arising out of any breach of this warranty. Further,
contractor avers that it w ill not enter into any arrangement w ith
any third party w hich might abridge any rights of the State under
this contract.
9) ASSIGNMENT: This contract shall not be assignable by the
contractor in w hole or in part w ithout the w ritten consent of
theState. For the purpose of this paragraph, State w ill not
unreasonably prohibit Contractor from freely assigning its right to
payment, provided that Contractor remains responsible for its
obligations hereunder.
10) WAIVER OF RIGHTS: Any action or inaction by the State or the
failure of the State on any occasion, to enforce any right or
provision of the contract, shall not be construed to be a waiver by
the State of its rights hereunder and shall not prevent the State
from enforcing such provision or right on any future occasion. The
rights and remedies of the State herein are cumulative and are in
addition to any other rights or remedies that the State may have at
law or in equity.
11) ORDER OF PRECEDENCE In the event of any inconsistency
between the articles, attachments, specifications or provisions
which constitute this contract, the following order of precedence
shall apply:
a) contract form, i.e., Purchase Order, Standard Agreement,
etc., and any amendments thereto;
b) specifications /Statement of Work;
c) special terms and conditions;
d) general terns and conditions, including these General
Provisions; and
e) all other attachments incorporated herein by reference. The
specifications shall prevail over any subsidiary documents
referenced therein.
12) PAC19NG AND SHIPMENT:
a) All goods are to be packed in suitable containers for
protection in shipment and storage, and in accordance with
applicable specifications. Each container of a multiple
container shipment shall be identified to:
i) show the number of the container and the total number
of containers in the shipment; and
GSPD -401
RFP DGS -0026
GENERAL PROVISIONS
ii) the number of the container in w hich the packing
sheet has been enclosed.
b) All shipments by contractor or its subcontractors must
include packing sheets identifying: the State's contract
number; item number; quantity and unit of measure; part
number and description of the goods shipped; and
appropriate evidence of inspection, if required. Goods for
different contracts shall be listed on separate packing
sheets.
c) Shipments must be made as specified in this contract, as it
may be amended, or otherwise directed in w riting by the
State's Transportation Management Unit w ithin the
Department of General Services, Procurement Division.
13) TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES:
No charge for delivery, drayage, express, parcel post, packing,
cartage, insurance, license fees, permits, cost of bonds, or for
any other purpose will be paid by the State unless expressly
included and itemized in the contract.
a) Contractor must strictly follow contract requirements
regarding Free on Board (F.O.B.), freight terms and routing
instructions. The State may permit use of an alternate
carrier at no additional cost to the State with advance
written authorization of the buyer.
b) If "prepay and add" is selected, supporting freight bills are
required when over $50, unless an exact freight charge is
approved by the Transportation Management Unit within the
Department of General Services Procurement Division and
a waiver is granted.
c) On "F.O.B. Shipping Point" transactions, should any
shipments under the contract be received by the State in a
damaged condition and any related freight loss and damage
claims filed against the carrier or carriers be w holly or
partially declined by the carrier or carriers w ith the
inference that damage was the result of the act of the
shipper such as inadequate packaging or loading or some
inherent defect in the equipment and /or material, contractor,
on request of the State, shall at contractor's own expense
assist the State in establishing carrier liability by supplying
evidence that the equipment and /or material w as properly
constructed, manufactured, packaged, and secured to
withstand normal transportation conditions.
14) TIME IS OF THE ESSENCE Time is of the essence in this
contract.
15) DELIVERY: Contractor shall strictly adhere to the delivery and
completion schedules specified in this contract. Time, if stated
as a number of days, shall mean calendar days unless
otherwise specified. The quantities specified herein are the only
quantities required. If contractor delivers in excess of the
quantities specified herein, the State shall not be required to
make any payment for the excess goods, and may return them
to contractor at contractor's expense or utilize any other rights
available to the State at law or in equity.
16) SUBSTITUTIONS: Substitution of goods may not be tendered
w ithout advance w ritten consent of the buyer. Contractor shall
not use any specification in lieu of those contained in the
contract w ithout w ritten consent of the buyer.
17) INSPECTION, ACCEPTANCE AND REJECTION:
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i
a) Contractor and its subcontractors will provide and maintain a
quality assurance system acceptable to the State covering
goods and services under this contract and will tender to the
State only those goods that have been inspected and found
to conform to this contract's requirements. Contractor w ill
keep records evidencing inspections and their result, and will
make these records available to the State during contract
performance and for three years after final payment.
Contractor shall permit the State to review procedures,
practices, processes and related documents to determine the
acceptability of Contractor's quality assurance system or
other business practices related to performance of the
contract.
b) All goods may be subject to inspection and test by the State
or its authorized representatives.
c) Contractor and its subcontractors shall provide all reasonable
facilities for the safety and convenience of inspectors at no
additional cost to the State. Contractor shall furnish to
inspectors all information and data as may be reasonably
required to perform their inspection.
d) All goods to be delivered hereunder may be subject to final
inspection, test and acceptance by the State at destination,
notwithstanding any payment or inspection at source.
e) The State shall give notice of rejection of goods delivered or
services performed hereunder within a reasonable time after
receipt of such goods or performance of such services.
Acceptance by the State shall not waive any rights that the
State might otherwise have at law or by express reservation
in this contract with respect to any nonconformity.
18) SAMPLES:
a) Samples of items may be required by the State for inspection
and specification testing and must be furnished free of
expense to the State. The samples furnished must be
identical in all respects to the products bid and /or specified in
the contract.
b) Samples, if not destroyed by tests, may, upon request made
at the time the sample is furnished, be returned at
contractor's expense.
19) WARRANTY: Unless otherwise specified, the warranties
contained in this contract begin after acceptance has occurred.
a) Contractor warrants that goods and services furnished
hereunder will conform to the requirements of this contract
(including all descriptions, specifications and drawings made
a part hereof), and such goods w ill be merchantable, fit for
their intended purposes, free from all defects in materials and
workmanship and to the extent not manufactured pursuant to
detailed designs furnished by the State, free from defects in
design. The State's approval of designs or specifications
furnished by contractor shall not relieve the contractor of its
obligations under this warranty.
b) All warranties, including special warranties specified
elsewhere herein, shall inure to the State, its successors,
assigns, customer agencies and users of the goods or
services.
20) SAFETY AND ACCIDENT PREVENTION: In performing work under
this contract on State premises, contractor shall conform to any
specific safety requirements contained in the contract or as
required by law or regulation. Contractor shall take any additional
precautions as the State may reasonably require for safety and
accident prevention purposes. Any violation of such rules and
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RFP DGS -0026
GSPD -401 GENERAL PROVISIONS
requirements, unless promptly corrected, shall be grounds for subcontracts; the approval or ratification of which will
termination of this contract in accordance with the default be final for purposes of this clause.
provisions hereof.
21) INSURANCE, When performing work on property in the care,
custody or control of the State, contractor shall maintain all
commercial general liability insurance, workers' compensation
insurance and any other insurance the State deems appropriate
under the contract. Contractor shall furnish an insurance
certificate evidencing required insurance coverage acceptable
to the State. Upon request by the buyer, the contractor may be
required to have the State shown as an "additional insured" on
selected policies.
22) TERMINATION FOR NON - APPROPRIATION OF FUNDS
a) If the term of this contract extends into fiscal years
subsequent to that in w hich it is approved, such
continuation of the contract is contingent on the
appropriation of funds for such purpose by the Legislature.
If funds to effect such continued payment are not
appropriated, contractor agrees to take back any affected
goods furnished under this contract, terminate any
services supplied to the State under this contract, and
relieve the State of any further obligation therefor.
b) STATEAGREES THAT IF PARAGRAPH (a) ABOVE IS
INVOKED, GOODS SHALL BE RETURNED TO THE
CONTRACTOR IN SUBSTANTIALLY THE SAM E
CONDITION IN WHICH DELIVERED TO THE STATE,
SUBJECT TO NORMAL WEAR AND TEAR STATE
FURTHER AGREES TO PAY FOR PACKING, CRATING,
TRANSPORTATION TO CONTRACTOR'S NEAREST
FACILITY AND FOR REIMBURSEMENT TO THE
CONTRACTOR FOR EXPENSES INCURRED FOR THEIR
ASSISTANCE IN SUCH PACING AND CRATING.
23) TERMINATION FOR THE CONVENIENCE OF THE STATE:
a) The State may terminate perf ormance of work under this
contract for its convenience in whole or, from time to time,
in part, if the Department of General Services, Deputy
Director, Procurement Division, or designee, determines that
a termination is in the State's interest. The Department of
General Services, Deputy Director, Procurement Division, or
designee, shall terminate by delivering to the contractor a
Notice of Termination specifying the extent of termination
and the effective date thereof. The parties agree that, as to
the terminated portion of the contract, the contract shall be
deemed to remain in effect until such time as the termination
settlement, if any, is concluded and the contract shall not
be void.
b) After receipt of a Notice of Termination, and except as
directed by the State, the contractor shall immediately
proceed w ith the following obligations, as applicable,
regardless of any delay in determining or adjusting any
amounts due under this clause. The Contractor shall:
i) Stop work as specified in the Notice of Termination.
ii) Race no further subcontracts for materials, services,
or facilities, except as necessary to complete the
continued portion of the contract.
iii) Termnate all subcontracts to the extent they relate to
the w ork terminated.
iv) Settle all outstanding liabilities and termination
settlement proposals arising from the termination of
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24) TERMINATION FOR DEFAULT:
a) The State may, subject to the Force Majeure paragraph
contained herein, by w ritten notice of default to the
contractor, terminate this contract in w hole or in part if the
contractor fails to:
i) Deliver the goods or to perform the services w ithin the
time specified in the contract or any amendment thereto;
ii) Make progress, so as to endanger performance of this
contract (but see subparagraph (b) below); or
iii) Perform any of the other provisions of this contract (but
see subparagraph (b), below).
b) The State's right to terminate this contract under
subparagraphs ( a)(ii) and (a)(iii) above, may be exercised if
the contractor does not cure such failure within the time
frame stated in the cure notice issued by the buyer.
c) If the State terminates this contract in w hole or in part, it may
acquire, under the terms and in the manner the buyer
considers appropriate, goods or services similar to those
terminated, and the contractor w ill be liable to the State for
any excess costs for those goods or services. How ever, the
contractor shall continue the work not terminated.
d) If the contract is terminated for default, the State may require
the contractor to transfer title and deliver to the State, as
directed by the buyer, any:
i) Completed goods, and
ii) Partially completed goods and materials, parts, tools,
dies, jigs, fixtures, plans, drawings, information, and
contract rights (collectively referred to as
"manufacturing materials" in this clause) that the
contractor has specifically produced or acquired for the
terminated portion of this contract. Upon direction of the
buyer, the contractor shall also protect and preserve
property in its possession in which the State has an
interest.
e) The State shall pay contract price for completed goods
delivered and accepted. The contractor and buyer shall agree
on the amount of payment for manufacturing materials
delivered and accepted for the protection and preservation of
the property. Failure to agree w ill be a dispute under the
Disputes clause. The State may withhold from these amounts
any sum the buyer determines to be necessary to protect the
State against loss because of outstanding liens or claims of
former lien holders.
f) If, after termination, it is determined that the contractor was
not in default, or that the default was excusable, the rights
and obligations of the parties shall be the same as if the
termination had been issued for the convenience of the State.
g) The rights and remedies of the State in this clause are in
addition to any other rights and remedies provided by law or
under this contract.
25) FORCE MAJEURE Except for defaults of subcontractors at any
tier, the contractor shall not be liable for any excess costs if the
failure to perform the contract arises from causes beyond the
control and w ithout the fault or negligence of the contractor.
Examples of such causes include, but are not limited to:
a) Acts of God or of the public enemy, and
b) Acts of the federal or state government in either its sovereign
or contractual capacity. If the failure to perform is caused by
the default of a subcontractor at any tier, and if the cause of
GSPD -401
RFP DGS -0026
GENERAL PROVISIONS
the default is beyond the control of both the contractor and 29)
subcontractor, and without the fault or negligence of either,
the contractor shall not be liable for any excess costs for
failure to perform, unless the subcontracted goods or
services were obtainable from other sources in sufficient
time for the contractor to meet the required delivery
schedule.
26) RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
a) In the event any goods furnished or services provided by
the contractor in the performance of the contract should fail
to conform to the requirements herein, or to the sample
submitted by the contractor, the State may reject the same,
and it shall become the duty of the contractor to reclaim and
remove the item promptly or to correct the performance of
services, w ithout expense to the State, and immediately
replace all such rejected items w ith others conforming to
the contract.
b) In addition to any other rights and remedies the State may
have, the State may require contractor, at contractor's
expense, to ship goods via air freight or expedited routing
to avoid or minimize actual or potential delay if the delay is
the fault of the contractor.
c) In the event of the termination of the contract, either in
whole or in part, by reason of default or breach by the
contractor, any loss or damage sustained by the State in
procuring any items w hich the contractor agreed to supply
shall be borne and paid for by the contractor.
d) The State reserves the right to offset the reasonable cost
of all damages caused to the State against any outstanding
invoices or amounts owed to contractor or to make a claim
against the contractor therefore.
27) CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS
ORDAMAGETO PROPERTY:
a) The contractor shall be liable for damages arising out of
injury to the person and /or damage to the property of the
State, employees of the State, persons designated by the
State for training, or any other person(s) other than agents
or employees of the contractor, designated by the State for
any purpose, prior to, during, or subsequent to delivery,
installation, acceptance, and use of the goods either at the
contractor's site or at the State's place of business,
provided that the injury or damage was caused by the fault
or negligence of the contractor.
b) Contractor shall not be liable for damages arising out of or
caused by an alteration or an attachment not made or
installed by the contractor, or for damage to alterations or
attachments that may result from the normal operation and
maintenance of the goods provided by the contractor
during the contract.
28) INDEMNIFICATION: Contractor agrees to indemnify, defend and
save harmless the State, its officers, agents and employees
from any and all claims and losses accruing or resulting to any
and all contractors, subcontractors, suppliers, laborers and any
other person, firm, or corporation furnishing or supplying work,
services, materials or supplies in connection w ith the
performance of this contract, and from any and all claims and
losses accruing or resulting to any person, firm or corporation
w hich may be injured or damaged by contractor in the
performance of this contract.
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350 7 .:�
INVOICES:
a) Unless otherwise specified, invoices shall be sent to the
address set forth herein. Invoices shall be submitted in
triplicate and shall include the contract number; release order
number (if applicable); item number; unit price, extended item
price and invoice total amount. State sales tax and /or use tax
shall be itemized separately and added to each invoice as
applicable.
b) For contracts in excess of $50,000, in accordance w ith GC
Section 16645 et. seq, every invoice shall include a
certification that the contractor shall not use state funds to
assist, promote, or deter union organizing during the life of
the contract, including any extensions or renewals thereof.
30) REQUIRED PAYM ENT DATE Payment w ill be made in accordance
w ith the provisions of the California Prompt Payment Act,
Government Code Section 927 et. seq. Unless expressly
exempted by statute, the Act requires state agencies to pay
properly submitted, undisputed invoices not more than 45 days
after (i) the date of acceptance of goods or performance of
services; or (ii) receipt of an undisputed invoice, whichever is
later.
31) TAXES: Unless otherwise required by law, the State of California
is exempt from Federal excise taxes. The State will only pay for
any State or local sales or use taxes on the services rendered or
goods supplied to the State pursuant to this contract.
32) NEWLY MANUFACTURED GOODS: All goods furnished under this
contract shall be newly manufactured goods; used or
reconditioned goods are prohibited, unless otherwise specified.
33) CONTRACT MODIFICATION: No amendment or variation of the
terns of this contract shall be valid unless made in writing, signed
by the parties and approved as required. No oral understanding or
agreement not incorporated in the contract is binding on any of the
parties.
34) CONFIDENTIALITY OF DATA: All financial, statistical, personal,
technical and other data and information relating to the State's
operation which are designated confidential by the State and made
available to the contractor in order to carry out this contract, or
w hich become available to the contractor in carrying out this
contract, shall be protected by the contractor from unauthorized
use and disclosure through the observance of the same or more
effective procedural requirements as are applicable to the State.
The identification of all such confidential data and information as
well as the State's procedural requirements for protection of such
data and information from unauthorized use and disclosure shall
be provided by the State in w riting to the contractor. If the methods
and procedures employed by the contractor for the protection of
the contractor's data and information are deemed by the State to
be adequate for the protection of the State's confidential
information, such methods and procedures may be used, with the
w ritten consent of the State, to carry out the intent of this
paragraph. The contractor shall not be required under the
provisions of this paragraph to keep confidential any data or
information which is or becomes publicly available, is already
rightfully in the contractor's possession, is independently
developed by the contractor outside the scope of this contract, or
is rightfully obtained fromthird parties.
GSPD -401
RFP DGS -0026
GENERAL PROVISIONS
35) NEWS RELEASES: Unless otherwise exempted, news releases
pertaining to this contract shall not be made w ithout prior w ritten
approval of the Department of General Services.
36) PATENT, COPYRIGHT and TRADE SECRET INDEMNITY:
a) Contractor shall hold the State of California, its officers,
agents and employees, harmless from liability of any nature
or kind, including costs and expenses, for infringement or
use of any copyrighted or uncopyrighted composition,
secret process, patented or unpatented invention, article or
appliance furnished or used in connection w ith the
contract.
b) Contractor may be required to furnish a bond to the State
against any and all loss, damage, costs, expenses, claims
and liability for patent, copyright and trade secret
infringement.
c) Contractor, at its own expense, shall defend any action
brought against the State to the extent that such action is
based upon a claim that the goods or software supplied by
the contractor or the operation of such goods pursuant to a
current version of contractor supplied operating software
infringes a United States patent or copyright or violates a
trade secret. The contractor shall pay those costs and
damages finally awarded against the State in any such
action. Such defense and payment shall be conditioned on
the follow ing:
i) That the contractor shall be notified within a
reasonable time in w riting by the State of any notice of
such claim; and,
ii) That the contractor shall have the sole control of the
defense of any action on such claim and all
negotiations for its settlement or compromise,
provided, however, that when principles of
government or public law are involved, the State shall
have the option to participate in such action at its ow n
expense.
d) Should the goods or software, or the operation thereof,
become, or in the contractor's opinion are likely to become,
the subject of a claim of infringement of a United States
patent or copyright or a trade secret, the State shall permit
the contractor at its option and expense either to procure
for the State the right to continue using the goods or
software, or to replace or modify the same so that they
become non - infringing. If none of these options can
reasonably be taken, or if the use of such goods or
software by the State shall be prevented by injunction, the
contractor agrees to take back such goods or software
and make every reasonable effort to assist the State in
procuring substitute goods or software. M, in the sole
opinion of the State, the return of such infringing goods or
software makes the retention of other goods or software
acquired from the contractor under this contract
impractical, the State shall then have the option of
terminating such contracts, or applicable portions thereof,
w ithout penalty or termination charge. The contractor
agrees to take back such goods or softw are and refund
any surns the State has paid contractor less any
reasonable amount for use or damage.
e) The contractor shall have no liability to the State under any
provision of this clause w ith respect to any claim of patent,
copyright or trade secret infringement which is based
upon:
01/01/01
I) The combination or utilization of goods furnished
hereunder w ith equipment or devices not made or
furnished by the contractor; or,
ii) The operation of equipment furnished by the contractor
under the control of any operating software other than,
or in addition to, the current version of contractor -
supplied operating software; or
iii) The modification by the State of the equipment furnished
hereunder or of the software; or
iv) The combination or utilization of software furnished
hereunder w ith non - contractor supplied software.
f) Contractor certifies that it has appropriate systems and
controls in place to ensure that state funds will not be used in
the performance of this contract for the acquisition, operation
or maintenance of computer software in violation of copyright
law s.
g) The foregoing states the entire liability of the contractor to the
State w ith respect to infringement of patents, copyrights or
trade secrets.
37) EXAMINATION AND AUDIT: Contractor agrees that the State, or
its designated representative shall have the right to review and
copy any records and supporting documentation pertaining to
performance of this contract. Contractor agrees to maintain such
records for possible audit for a minimum of three (3) years after
final payment, unless a longer period of records retention is
stipulated. Contractor agrees to allow the auditor(s) access to
such records during normal business hours and to allow
interviews of any employees or others who might reasonably
have information related to such records. Further, contractor
agrees to include a similar right of the State to audit records and
interview staff in any subcontract related to performance of this
contract.
38) .DISPUTE :
a) The parties shall deal in good faith and attempt to resolve
potential disputes informally. If the dispute persists,
contractor shall submit to the Department Director or designee
a w ritten demand for a final decision regarding the disposition
of any dispute between the parties arising under, related to
or involving this contract, unless the State, on its ow n
initiative, has already rendered such a final decision.
Contractor's written demand shall be fully supported by
factual information, and if such demand involves a cost
adjustment to the contract, contractor shall include with the
demand a written statement signed by an authorized person
indicating that the demand is made in good faith, that the
supporting data are accurate and complete and that the
amount requested accurately reflects the contract adjustment
for which contractor believes the State is liable. If the
contractor is not satisfied with the decision of the Department
Director or designee, the contractor may appeal the decision
to the Department of General Services, Deputy Director,
Procurement Dvision. In the event that this contract is for
information technology goods and /or services, the decision
may be appealed to an Executive Committee of State and
contractor personnel.
b) Funding the final resolution of any dispute arising under,
related to or involving this contract, contractor agrees to
diligently proceed with the performance of this contract,
including the delivery of goods or providing of services in
accordance with the State's instructions. Contractor's failure
to diligently proceed in accordance w ith the State's
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RFP DGS -0026
GENERAL PROVISIONS
instructions shall be considered a material breach of this
contract.
c) Any final decision of the State shall be expressly identified
as such, shall be in w riting, and shall be signed by the
Department Director or designee or Deputy Director,
Procurement Division if an appeal was made. If the State
fails to render a final decision w ithin 90 days after receipt
of contractor's demand, it shall be deemed a final decision
adverse to contractor's contentions. The State's final
decision shall be conclusive and binding regarding the
dispute unless contractor commences an action in a court
of competent jurisdiction to contest such decision within 90
days following the date of the final decision or one (1) year
following the accrual of the cause of action, whichever is
later.
39) STOP WORK:
a) The State may, at any time, by w ritten Stop Work Order to
the contractor, require the contractor to stop all, or any
part, of the w ork called for by this contract for a period up
to 90 days after the Stop Work Order is delivered to the
contractor, and for any further period to w hich the parties
may agree. The Stop Work Order shall be specifically
identified as such and shall indicate it is issued under this
clause. Upon receipt of the Stop Work Order, the contractor
shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs
allocable to the w ork covered by the Stop Work Order
during the period of work stoppage. Within a period of 90
days after a Stop Work Order is delivered to the contractor,
or w Rhin any extension of that period to w hich the parties
shall have agreed, the State shall either:
i) Cancel the Stop Work Order; or
ii) Terminate the w ork covered by the Stop Work Order
as provided for in the termination for default or the
termination for convenience clause of this contract.
b) If a Stop Work Order issued under this clause is canceled
or the period of the Stop Work Order or any extension
thereof expires, the contractor shall resume work. The
State shall make an equitable adjustment in the delivery
schedule, the contract price, or both, and the contract shall
be modified, in w riting, accordingly, if:
i) The Stop Work Order results in an increase in the time
required for, or in the contractor's cost properly
allocable to the performance of any part of this
contract; and
ii) The contractor asserts its right to an equitable
adjustment w ithin 30 days after the end of the period
of work stoppage; provided, that if the State decides
the facts justify the action, the State may receive and
act upon a proposal submitted at any time before final
payment under this contract.
c) If a Stop Work Order is not canceled and the w ork covered
by the Stop Work Order is terminated in accordance w ith
the provision entitled Termination for the Convenience of
the State, the State shall allow reasonable costs resulting
from the Stop Work Order in arriving at the termination
settlement.
d) The State shall not be liable to the contractor for loss of
profits because of a Stop Work Order issued under this
clause.
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40) PRIORITY HIRING CONSIDERATIONS: If this contract includes
services in excess of $200,000, the contractor shall give priority
consideration in filling vacancies in positions funded by the
contract to qualified recipients of aid under Welfare and Institutions
Code Section 11200 in accordance w ith PCC Section 10353.
41) COVENANT AGAINST GRATUITIES: The contractor warrants that
no gratuities (in the form of entertainment, gifts, or otherwise)
were offered or given by the contractor, or any agent or
representative of the contractor, to any officer or employee of the
State with a view toward securing the contract or securing
favorable treatment with respect to any determinations concerning
the performance of the contract. For breach or violation of this
warranty, the State shall have the right to terminate the contract,
either in whole or in part, and any loss or damage sustained by the
State in procuring on the open market any items which contractor
agreed to supply shall be borne and paid for by the contractor.
The rights and remedies of the State provided in this clause shall
not be exclusive and are in addition to any other rights and
remedies provided by law or in equity.
42) NONDISCRIMINATION CLAUSE
a) During the performance of this contract, contractor and its
subcontractors shall not unlawfully discriminate, harass or
allow harassment, against any employee or applicant for
employment because of sex, sexual orientation, race, color,
ancestry, religious creed, national origin, disability (including
HIV and AIDS), medical condition (cancer), age, marital
status, and denial of family care leave. Contractor and
subcontractors shall insure that the evaluation and treatment
of their employees and applicants for employment are free
from such discrimination and harassment. Contractor and
subcontractors shall comply with the provisions of the Fair
Employment and Housing Act (Government Code, Section
12990 et seq.) and the applicable regulations promulgated
thereunder (California Code of Regulations, Title 2, Section
7285.0 et seq.). The applicable regulations of the Fair
Employment and Housing Commission implementing
Government Code Section 12990 (a -f), set forth in Chapter 5
of Division 4 of Title 2 of the Calif ornia Code of Regulations
are incorporated into this contract by reference and made a
part hereof as if set forth in full. Contractor and its
subcontractors shall give w ritten notice of their obligations
under this clause to labor organizations with which they have
a collective bargaining or other agreement.
b) The contractor shall include the nondiscrimination and
compliance provisions of this clause in all subcontracts to
perform work under the contract.
43) NATIONAL LABOR RELATIONS BOARD CERTIFICATION:
Contractor swears under penalty of perjury that no more than one
final, unappealable finding of contempt of court by a federal court
has been issued against the contractor within the immediately
preceding two -year period because of the contractor's failure to
comply with an order of the National Labor Relations Board. This
provision is required by, and shall be construed in accordance
with, PCC Section 10296.
44) ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to
Government Code Sections 4552, 4553, and 4554, the following
provisions are incorporated herein:
a) In submitting a bid to the State, the supplier offers and agrees
that R the bid is accepted, it will assign to the State all rights,
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RFP DGS -0026
GENERAL PROVISIONS
title, and interest in and to all causes of action it may have
under Section 4 of the Clayton Act (15 U.S.C. 15) or under
the Cartwright Act (Chapter 2, commencing with Section
16700, of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods,
material, or services by the supplier for sale to the State
pursuant to the solicitation. Such assignment shall be made
and become effective at the time the State tenders final
payment to the supplier.
b) If the State receives, either through judgment or settlement,
a monetary recovery for a cause of action assigned under
this chapter, the assignor shall be entitled to receive
reimbursement for actual legal costs incurred and may,
upon demand, recover from the State any portion of the
recovery, including treble damages, attributable to
overcharges that were paid by the assignor but were not
paid by the State as part of the bid price, less the expenses
incurred in obtaining that portion of the recovery.
c) Upon demand in writing by the assignor, the assignee
shall, within one year from such demand, reassign the
cause of action assigned under this part if the assignor has
been or may have been injured by the violation of law for
which the cause of action arose and
i) the assignee has not been injured thereby, or
ig the assignee declines to file a court action for the
cause of action-
45) DRUG -FREE WORKPLACE CERTIFICATION: The contractor
certifies under penalty of perjury under the laws of the State of
California that the contractor w ill comply w ith the requirements
of the Drug -Free Workplace Act of 1990 (Government Code
Section 8350 et seq.) and will provide a drug -free w orkplace by
taking the following actions:
a) Publish a statement notifying employees that unlawful
manufacture, distribution, dispensation, possession, or use
of a controlled substance is prohibited and specifying
actions to be taken against employees for violations, as
required by Government Code Section 8355(a).
b) Establish a Drug -Free Awareness Program as required by
Government Code Section 8355(b) to inform employees
about all of the follow ing:
i) the dangers of drug abuse in the workplace;
ii) the person's or organization's policy of maintaining a
drug -free workplace;
iii) any available counseling, rehabilitation and employee
assistance programs; and,
iv) penalties that may be imposed upon employees for
drug abuse violations.
c) Provide, as required by Government Code Section 8355(c),
that every employee w ho w orks on the proposed or
resulting contract:
i) will receive a copy of the company's drug -free policy
statement; and,
ii) w ill agree to abide by the terms of the company's
statement as a condition of employment on the
contract.
46) YEAR 2000 COMPLIANCE Contractor warrants that it will
provide only Year 2000 compliant products and /or services to
the State in all present and future contracts and that Year 2000
compliant products and /or services meet the following
requirements:
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-3 5G
a) For information technology goods and /or services, the
contractor warrants and represents that the hardware,
software and firmware goods and services delivered under
this contract shall be able to accurately process date data
(including, but not limited to, calculating, comparing, and /or
sequencing) from, into and between the twentieth and
tw enty -first centuries, and the years 1999 and 2000 and leap
year calculations to the extent that other information
technology used in combination with the information
technology being acquired, properly exchanges date data
w ith it. This warranty and representation is subject to the
warranty terms and conditions of this contract. Nothing in this
warranty shall be construed to limit any rights or remedies the
State may otherw ise have under this contract w ith respect to
defects other than Year 2000 performance.
b) For non - information technology goods, the contractor
warrants and represents that the goods delivered under this
contract are "Year 2000 compliant ". For purposes of this
contract, a good is Year 2000 compliant if it w ill continue to
function fully before, at and after the Year 2000 w ithout
interruption and, if applicable, with full ability to accurately
and unambiguously process, display, compare, calculate,
manipulate and otherwise utilize date information. This
warranty and representation supersedes all warranty
disclaimers and limitations and all limitations on liability
provided by or through the contractor.
c) Resellers must obtain w ritten confirmation from the
manufacturer that the goods and /or services are Year 2000
compliant, as defined above.
47) FORCED, CONVICT, INDENTURED AND CHILD LABOR: In
accordance with PCC Section 6108, contractor warrants that no
foreign-made equipment, materials, or supplies furnished to the
State pursuant to this contract are produced in whole or in part by
or with the benefit of, forced labor, convict labor, indentured labor
under penal sanction, abusive forms of child labor or exploitation
of children in sweatshop labor.
48) RECYCLING: Contractor hereby certifies under penalty of perjury
that a percentage (0% to 100 %) of the materials, goods, supplies
offered, or products used in the performance of this contract meet
or exceed the minimum percentage of recycled material as defined
in PCC Sections 12161 and 12200.
49) CHILD SUPPORT COMPLIANCE ACT: For any contract in excess
of $100,000, the contractor acknowledges in accordance with
PCC Section 7110, that:
a) The contractor recognizes the importance of child and family
support obligations and shall fully comply with all applicable
state and federal laws relating to child and family support
enforcement, including, but not limited to, disclosure of
information and compliance with earnings assignment orders,
as provided in Chapter 8 (commencing w ith Section 5200) of
Part 5 of Division 9 of the Family Code; and
b) The contractor, to the best of its knowledge is fully complying
w ith the earnings assignment orders of all employees and is
providing the names of all new employees to the New Pere
Registry maintained by the California Employment
Development Department.
50) AMERICANS WITH DISABILITIES ACT: Contractor assures the
State that it complies w ith the Americans with Disabilities Act
(ADA) of 1990, which prohibits discrimination on the basis of
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RFP DGS -0026
GENERAL PROVISIONS
disability, as well as all applicable regulations and guidelines
issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)
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Section III
Page 9 of 20
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RFP DGS -0026
INFORMATION TECHNOLOGY GENERAL TERMS AND CONDITIONS
IN ADDITION TO THE GENERAL PROVISIONS, THE FOLLOWING TERMS AND
CONDITIONS SHALL APPLY.
1 Definitions
a. Acceptance Tests —Those tests performed during the Performance Period which are intended to determine compliance of
equipment and software with the specifications and all other attachments incorporated herein by reference and to
determine the reliability of the equipment.
b. Applica i n Program— Acomputerprogram which is intended to be executed for the purpose of performing useful work for
the user of the information being processed. Application programs are developed or otherwise acquired by the user of the
hardware /software system, but they may be supplied by the Contractor.
c. A0achm,_ent —A mechanical, electrical, or electronic interconnection to the Contractor - supplied machine or system of
equipment, manufactured by other than the original equipment manufacturer, that is not connected bythe Contractor.
d. Data Processina ,Subsystem —A complement of Contractor - furnished individual machines, including the necessary
controlling elements (or the functional equivalent) and operating software, if any, which are acquired to operate as an
integrated group, and which are interconnected entirely by Contractor- supplied power and /or signal cables; e.g., direct
access controller and drives, a cluster of terminals with their controller, etc.
e. Data Processing System (System) —The total complement of Contractor- furnished machines, including one or more central
processors (or instruction processors) and operating software, which are acquired to operate as an integrated group.
f. Designated CPU(s) For each product, the term "Designated CPUs) ", if applicable, means the central processing unit of
the computers or the server unit, including any associated peripheral units. If no specific "Designated CPU(s)" are
specified on the contract, the term shall mean any and all CPUs located at the site specified therein.
g. QDg ntation— Nonproprietary manuals and other printed materials which are necessary or useful to the State in its use
or maintenance of the equipment or software provided hereunder.
h. Equipment An all - inclusive term which refers either to individual machines or to a complete data processing system or
subsystem, including its hardware and operating software (if any).
i. Eauipment Failure —A malfunction in the equipment, excluding all external factors, which prevents the accomplishment of
the equipment's intended function(s). If microcode or operating software residing in the equipment is necessary for the
proper operation of the equipment, a failure of such microcode or operating software which prevents the accomplishment of
the equipment's intended functions shall be deemed to be an equipment failure.
j. Facility Readiness Date —The date specified in the Statement of Work by which the State must have the site prepared and
available for equipment delivery and installation.
k. Hardware – all refers to computer eauipment and is ontra ted with software. S t o Eauipment.
1. Installation Date —The date specified in the Statement of Work by which the Contractor must have the ordered equipment
ready (certified) for use by the State.
m. Information Technology– includes, but is not limited to, all electronic technology systems and services, automated
information handling, system design and analysis, conversion of data, computer programming, information storage and
retrieval, telecommunications which include voice, video, and data communications, requisite system controls, simulation,
electronic commerce, and all related interactions between people and machines.
n. Wchin —An individual unit of a data processing system or subsystem, separately identified by a type and /or model
number, comprised of but not limited to mechanical, electro- mechanical, and electronic parts, microcode, and special
features installed thereon and including any necessary software, e.g., central processing unit, memory module, tape unit,
card reader, etc.
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3507 • . ._
RFP DGS -0026
INFORMATION TECHNOLOGY GENERAL TERMS AND CONDITIONS
o. (Machine Alteration —Any change to a Contractor - supplied machine which is not made by the Contractor, and which results
in the machine deviating from its physical, mechanical, electrical, or electronic (including microcode) design, whether or not
additional devices or parts are employed in making such change.
p. M, Iaintenance Diagnostic Routines —The diagnostic programs customarily used by the Contractor to test equipment for
proper functioning and reliability.
q. Mean Time Between Failure (MTBF) —The average expected or observed time between consecutive failures in a system or
component.
r. Mean Time to Repair (MTTR) —The average expected or observed time required to repair a system or component and
return it to normal operation.
s. Qgerating Software — Those routines, whether or not identified as program products, that reside in the equipment and are
required for the equipment to perform its intended function(s), and which interface the operator, other Contractor - supplied
programs, and user programs to the equipment.
t. Qggr_ational Use Time —For performance measurement purposes, that time during which equipment is in actual operation
bythe State. For maintenance operational use time purposes, that time during which equipment is in actual operation and
is not synonymous with power on time.
u. Pgrformance Testing Period. —A period of time during which the State, by appropriate tests and production runs, evaluates
the performance of newly installed equipment and software prior to its acceptance by the State.
v. Period of Maintenance Coverage —The period of time, as selected by the State, during which maintenance services are
provided bythe Contractor for a fixed monthly charge, as opposed to an hourly charge for services rendered. The Period of
Maintenance Coverage consists of the Principal Period of Maintenance and any additional hours of coverage per day,
and /or increased coverage for weekends and holidays.
w. Prgven ive W. int nance —That maintenance, performed on a scheduled basis by the Contractor, which is designed to keep
the equipment in proper operating condition.
x. Principal Period of Maintenance —Any nine consecutive hours per day (usually between the hours of 7:00 a.m. and 6:00
p.m.) as selected by the State, including an official meal period not to exceed one hour, Monday through Friday, excluding
holidays observed at the installation.
y. Programming Aids— Contractor- supplied programs and routines executable on the Contractor's equipment which assists
a programmer in the development of applications including language processors, sorts, communications modules, data
base management systems, and utility routines, (tape -to -disk routines, disk -to- print routines, etc.).
z Program Product -- Programs, routines, subroutines, and related items which are proprietary to the Contractor and which
are licensed to the State for its use, usually on the basis of separately stated charges and appropriate contractual
provisions.
aa. Remedial Maintenance —That maintenance performed by the Contractor which results from equipment (including operating
software) failure, and which is performed as required, i.e., on an unscheduled basis.
bb. Site License —For each product, the term "Site License" shall mean the license established upon acquisition of the
applicable number of copies of such product and payment of the applicable license fees as set forth in the Statement of
Work.
cc. 2 �aftw rg —An all- inclusive term which refers to any computer programs, routines, or subroutines supplied by the
Contractor, including operating software, programming aids, application programs, and program products.
dd. Spire Failure —A malfunction in the Contractor- supplied software, other than operating software, which prevents the
accomplishment of work, even though the equipment (including its operating software) may still be capable of operating
properly. For operating software failure, see definition of equipment failure.
03/27!00
RFP DGS -0026
INFORMATION TECHNOLOGY GENERAL TERMS AND CONDITIONS
ee System — The complete collection of hardware, software and services as described in this Contract, integrated and
functioning together, and performing in accordance with this Contract.
2 Documentation
a. The Contractor agrees to provide to the State, at no charge, a number of all nonproprietary manuals and other printed
materials, as described within the Statement of Work, and updated versions thereof, which are necessary or useful to the
State in its use of the equipment or software provided hereunder. The Contractor agrees to provide additional
documentation atprices notin excess ofcharges made bythe Contractorto its othercustomers for similar documentation.
b. If the Contractor is unable to perform maintenance or the State desires to perform its own maintenance on equipment
purchased under this contract then upon written notice by the State the Contractor will provide at Contractor's then current
rates and fees adequate and reasonable assistance including relevant documentation to allow the State to maintain the
equipment based on Contractor's methodology. The Contractor agrees that the State may reproduce such documentation
for its own use in maintaining the equipment. If the Contractor is unable to perform maintenance, the Contractor agrees to
license any other Contractor that the State may have hired to maintain the equipment to use the above noted
documentation. The State agrees to include the Contractor's copyright notice on any such documentation reproduced, in
accordance with copyright instructions to be provided by the Contractor.
3 Limitation of Liability
a. Contractor's liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in
contract or in tort, shall be limited to the greater of $200,000 or the purchase price stated herein that are the subject matter
of or are directly related to the cause of action. In those instances where Contractor has failed to perform as called for by
the contract, the Limitation of Liability provided above shall not limit any right to recover the 'Cost to Cover.' 'Cost to Cover'
means the cost of procuring a machine or machines of equivalent (not greater) capability, function, and performance, less
the Contractor's bid price.
b. The foregoing limitation of liability shall not apply to the payment of costs and damage awards referred to in the Paragraph
of the General Provisions, entitled "Patent, Copyright, and Trade Secret Protection ", to claims covered by other specific
provisions calling for liquidated damages or specifying a different limit of liability, or to claims for injury to persons or
damage to property caused by Contractor's negligence. This limitation of liability does not applyto the receipt of court costs
or attorney's fees that might be awarded by a court in addition to damages after litigation based on this contract.
a State's liability for damages for any cause whatsoever, and regardless of the form of action whether in contract or in tort,
excluding negligence, shall be limited to the greater of $200,000 or the purchase price stated herein that are the subject
matter of or are directly related to the cause of action.
d. In no eventwill either the Contractor or the State be liable for consequential damages even if notification has been given as
to the possibility of such damages.
4--indemnification
Notwithstanding the "Indemnification" provision in the General Provisions, Contractor agrees to indemnify, defend and save
harmless the State, its officers, agents and employees from any and all claims and losses, with the exception of consequential
damages, accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm or
corporation furnishing or supplying work, services, materials or supplies in connection with the performance of this Contract,
and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged
by Contractor in the performance of this Contract.
6 Rights in Data
a. All technical communications and records originated or prepared by the Contractor pursuant to this Contract including
papers, reports, charts, computer programs, and other documentation, but not including Contractor's administrative
03/27100
RFP DGS -0026
INFORMATION TECHNOLOGY GENERAL TERMS AND CONDITIONS
communications and records relating to this Contract shall be delivered to and shall become the exclusive property of the
State and maybe copyrighted bythe State.
b. The ideas, concepts, know -how, ortechniques relating to data processing, developed during the course of this Contract by
the Contractor orjointly bythe Contractor and the State can be used byeither party in anyway it maydeem appropriate.
c. Al inventions, discoveries or improvements of the computer programs developed pursuant to this Contract shall be the
property of the State. The State agrees to grant a nonexclusive royalty -free license for any such invention, discovery, or
improvement to the Contractor program or any other such person and further agrees that the Contractor or any other such
person may sublicense additional persons on the same royalty -free basis.
d. This Contract shall not preclude the Contractor from developing materials outside this Contract which are competitive,
irrespective of their similarityto materials which might be delivered to the State pursuantto this Contract.
6 Protection of Proprietary Software and Other Proprietary Data
a. State agrees that all material appropriately marked or identified in writing as proprietary, and furnished hereunder are
provided for State's exclusive use for the purposes of this Contract only. All such proprietary data shall remain the property
of the Contractor. State agrees to take all reasonable steps to insure that such proprietary data are not disclosed to others,
without prior written consent of the Contractor, subject to the California Public Records Act.
b. The State will insure, prior to disposing of any media, that any licensed materials contained thereon have been erased or
otherwise destroyed.
c. The State agrees that it will take appropriate action by instruction, agreement or otherwise with its employees or other
persons permitted access to licensed software and other proprietary data to satisfy its obligations under this Contract with
respect to use, copying, modification, protection and security of proprietary software and other proprietary data.
03/27/00
3 5 0 7 - . 7';1
RFP DGS -0026
INFORMATION TECHNOLOGY - SOFTWARE SPECIAL PROVISIONS
1 License Grant
a. Contractor hereby grants to the State and the State accepts from Contractor, subject to the terms and conditions of this
Contract, a non - exclusive, non - transferable license to use the Software Products listed in Statement of Work of this Contract
(hereinafter referred to as "Software Products ").
b. State may use the Software Products in the conduct of its own business, and any division thereof.
C. The license granted above authorizes the State to use the Software Products in machine- readable form on the computer
system located at the site(s) specified in the Statement of Work. Said computer system and its associated units
(collectively referred to as CPU) are as designated in the Statement of Work. If the designated CPU is inoperative due to
malfunction, the license herein granted shall be temporarily extended to authorize the State to use the Software Products, in
machine- readable form, on any other State CPU until the designated CPU is returned to operation.
d. By prior written notice, the State may redesignate the CPU in which the Software Products are to be used. The
redesignation will be effective upon the date specified in the notice of redesignation.
2 Encryption /CPU ID Authorization Codes
a. When Encryption /CPU Identification (ID) authorization codes are required to operate the software products, the Contractor will provide all
codes to the State with delivery of the software.
b. In case of an inoperative CPU as defined in paragraph Ic. above, Contractor will provide a temporary encryption /CPU ID authorization
code to the State for use on a temporarily authorized CPU until the designated CPU is returned to operation.
C. When changes in designated CPUs occur, the State will notify the Contractor via telephone and /or facsimile /e -mail of such change. Upon
receipt of such notice, Contractor will issue via telephone and/or facsimile /e -mail to the State within 24 hours, a temporary encryption ID
authorization code for use on the newly designated CPU until such time as a permanent code is assigned.
3 Fees and Charges
Upon acceptance of Software by State, in accordance with Paragraphs 5 herein and the Statement of Work, State will pay the
license fee or recurring charge for the Software Products as set forth in Statement of Work. Charges will commence on the
Acceptance Date as established in the Statement of Work. The Contractor shall render invoices for recurring charges or single
charges in the month following the month in which the charges accrue.
4 Maintenance
a. The correction of any residual errors in any Software Product that may be discovered by Contractor or by the State will be
considered maintenance. Such maintenance will be performed by Contractor without additional charge for the duration of
this contract. Suspected errors discovered by the State in the Software Products will be handled by the following
procedures:
1) A listing of the output and a copy of the identical input data in machine - readable form will be submitted to Contractor
along with a completed copy of the appropriate Contractor information form and, if appropriate, a listing of the contents
of the memory of the CPU at the time the error condition was noted.
2) Errors in the Software Product as verified by Contractor will be corrected by providing anew copy of said Software
Product (or of the affected portions) in machine - readable form.
3) The Contractor shall attempt to correct Software Product errors within a reasonable time.
b. Contractor will be available to assist the State in isolating and correcting error conditions caused by the State's particular
hardware or operating system at rates in accordance with the Statement of Work.
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INFORMATION TECHNOLOGY - SOFTWARE SPECIAL PROVISIONS
If Contractor is called upon by State to correct an error caused by State's negligence, modification by State, State
supplied data, machine or operator failure, or due to any other cause not inherent in the original Software Products,
Contractor reserves the right to charge State for such service on a time and material basis, or rates in accordance with
the Statement of Work.
6 Acceptance of Software
The State shall be deemed to have accepted each Software Product unless State, within thirty (30) days from the Installation
Date, gives Contractor written notice to the effect that the Software Product fails to conform to the functional and performance
specifications of this Contract. Contractor will, upon receipt of such notice, investigate the reported deficiencies. The rights of
the parties shall be governed bythe following:
a. If it is found that the Software Product fails to conform to the Contract requirements, and Contractor is unable to remedy the
deficiency within the timeframe identified in the Statement of Work, State shall return all material furnished hereunder. The
State shall have the option of accepting substitute software, terminating this portion of the contract, or terminating this
contract in its entirety and placing the Contractor in default.
b. If it is found that the Software Product fails to conform to the Contract requirements and the Contractor within sixty (60) days
of receipt of the above said notice corrects the deficiencies in the Software Product, the State will provide Contractor with
written acknowledgement of its acceptance of said Software Product.
C. If it is found that the Software Product does, in fact, conform to the Contract requirements, the State shall reimburse
Contractor for the time and material cost of the investigation at Contractor's rates in accordance with the Statement of Work.
6 Right To Copy or Modify
a. Any Software Product provided by Contractor in machine- readable form may be copied, in whole or in part, in printed or
machine - readable form for use by the State with the designated CPU, to perform one -time benchmark tests, for archival or
emergency restart purposes, to replace a worn copy, to understand the contents of such machine - readable material, or to
modifythe Software Product as provided below; provided, however, that no more than the number of printed copies and
machine- readable copies as specified in the Statement of Work will be in existence under this Contract at anyone time
without prior written consent from Contractor. Such consent shall not be unreasonably withheld bythe Contractor. The
original, and any copies of the Software Product, in whole or in part, which are made hereunder shall be the property of the
Contractor.
b. The State agrees to keep any such copies and the original at a mutually designated State location, except that the State may
transport or transmit a copy of the original of any Software Product to another State location for backup use when required
by CPU malfunction, provided the copy or the original is destroyed or returned to the designated location when the
malfunction is corrected.
C. The State may modify any non - personal computer Software Product, in machine - readable form, for its own use and merge
it into other program material. Any portion of the Software Product included in any merged program material shall be used
only on the designated CPUs and shall be subject to the terms and conditions of this Contract.
7 Future Releases
If improved versions of any Software Product are developed by Contractor, and are made available to other licensees, they will
be made available to the State at the State's option according to the specifics contained in the Statement of Work.
8 Acceptance Testing for Software (other than Operating Software)
a. Acceptance testing is required for all Contractor - supplied software supplied under this contract and listed on the Statement
of Work, including all software initially installed, improved versions (new releases) of this software, any such software which
has been altered (modified) by the Contractor to satisfy State requirements, and any substitute software provided by the
03/27/00
3507 .
RFP DGS -0026
INFORMATION TECHNOLOGY - SOFTWARE SPECIAL PROVISIONS
Contractor in lieu thereof, unless Statement of Work provides otherwise. The purpose of the Acceptance Test is to ensure
that the software operates in substantial accord with the Contractor's technical specifications and meets the State's
performance specifications. The specific procedures for the accomplishment of such tests are contained in the Statement
of Work.
b. When Contractor has notified the State in writing that the software is installed and ready for use, or if installation is not
required by Contractor, when software has been delivered to State, the State shall begin Acceptance Testing on the first
State workday following such certification or delivery, unless otherwise provided in the Statement of Work.
C. If successful completion of the Acceptance Test is not attained withinthe timeframe as specified in the Statement of Work,
the State shall have the option to request substitute software, cancel that portion of the contract which relates to the
unaccepted software, or continue the Acceptance Tests. The State's option shall remain in effect until such time as the
tests are successfully performed, or the timeframe as specified in the Statement of Work, whichever occurs first. If the
Acceptance Tests have not been successfully performed prior to the expiration ofthe timeframe specified in the Statement of
Work, that portion of the contract which relates to the unaccepted software shall be canceled, unless both parties agree to
the continuation of the tests or to the delivery of substitute software. If the unaccepted software (or its functional equivalent)
is crucial to the accomplishment of the work for which the equipment was acquired, and is so identified in the Statement of
Work, the State shall have the option of terminating the entire contract in accordance with the Termination for Default
provision in the contract.
d. Unless otherwise provided in the Statement of Work, software shall not be accepted by the State and no charges
associated with such software shall be paid by the State until the software has satisfactorily completed the Acceptance
Tests. Immediately upon successful completion of the Acceptance Testing, the State shall notify the Contractor in writing of
the acceptance of the software and authorize appropriate payment.
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1 Maintenance of Equipment
The Contractor is responsible under this contract to maintain the equipment identified in the Statement of Work. The Contractor
shall keep the equipment in good operating condition and shall always be responsive to the maintenance requirements of the
State. Equipment maintenance shall be provided in accordance with this Contract, with the maintenance charges, period of
maintenance coverage, locations, etc. listed in the Statement of Work.
2 Exclusions
a. Maintenance service does not include:
1) Electrical work external to the machines or maintenance of accessories, alterations, attachments, or other devices not
listed in the Statement of Work.
2) Repair of damage or increase in service time caused by: accident; disaster, which shall include, but not be limited to,
fire, flood, water, wind, and lightning; transportation; neglect, misuse, fault or negligence of the State; and alterations,
which shall include, but not be limited to, any deviation from Contractor's physical, mechanical, or electrical machine
design, and attachments.
3) Repair of damage or increase in service time resulting from failure to provide a suitable installation environmentwth
all facilities prescribed bythe appropriate Contractor Installation Manual — Physical Planning (including, but not limited
to, failure of, or failure to provide adequate electrical power, air conditioning or humidity control).
4) Repair of damage or increase in service time attributable to the use of the machines for other than the data processing
purpose for which it was acquired.
5) Furnishing platens, supplies or accessories; painting or refinishing the machines or furnishing material therefore;
inspecting machines altered by other than Contractor; making specification changes or performing services connected
with the relocation of machines; or adding or removing accessories, attachments or other devices.
6) Such service which is impractical for Contractor to render because of alterations or connection by mechanical or
electrical means to another machine.
7) Repair of damage, replacement of parts (due to other than normal wear) or repetitive service calls caused by the use of
supplies or materials not meeting Contractor's specifications for such supplies or materials.
8) Repair of damage or increase in service time caused by conversion from one Contractor model to another or the
installation or removal of a Contractor feature whenever any of the foregoing was performed by other than the
Contractor.
9) Repair or maintenance by Contractor that is required to restore equipment to proper operating condition after any
person other than Contractor's employee had performed maintenance or otherwise repaired an item of equipment.
b. The Contractor may be required to perform repair or maintenance on excluded items in paragraph a, above. An additional
charge for such repair or maintenance shall be at the established contract rates in the Statement of Work, or if not stated,
be at Contractor's applicable time and material rates and terms then in effect. The procedures for authorization of such
maintenance maybe the same as those for Remedial Maintenance outside of the Principle Period of Maintenance.
3 Responsibilities of the Contractor
a. This maintenance service includes the following and maybe further described in the Statement of Work:
1) Scheduled preventive maintenance based upon the specific needs of the individual machines as determined by
manufacturer.
2) Unscheduled, on -call remedial maintenance. Such maintenance will include lubrication, adjustments, and
replacement of maintenance parts deemed necessary by the Contractor.
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INFORMATION TECHNOLOGY MAINTENANCE SPECIAL PROVISIONS
b. Maintenance parts will be furnished by Contractor and will be new or equivalent to new in performance when used in these
machines. Replaced maintenance parts become the property of the Contractor.
c. Preventive maintenance shall be performed on a schedule which is mutually acceptable to the State and the Contractor,
which is consistent with the State's operating requirements, and which is based upon the specific needs of the equipment
as determined bythe manufacturer. Such schedules shall be in writing and shall specify the frequency and duration of
preventive maintenance for the equipment in the Statement of Work.
d. Remedial maintenance shall be commenced promptly after notification by an authorized State representative that
equipment and /or software is inoperative.
4 Responsibilities of the State
a. The State shall provide an appropriate operating environment, including temperature, humidity, and electrical power, in
accordance with the environmental requirements contained in the Contractor's published specifications for the equipment
listed on the Statement of Work.
b Unless mutually agreed to by the Contractor and the State, State personnel will not perform maintenance or attempt repairs
to the equipment while such equipment is governed by the terms of this Contract.
c Subject to the State's security regulations, the Contractor shall have full and free access to the machines to provide service
thereon.
S Maintenance Coverage
a. Period of maintenance coverage:
1) The State may select a period or periods of maintenance coverage, as stated in the Statement of Work, in accordance
with the following:
(a) Aminimum monthly maintenance charge entitles the State to maintenance coverage during the Principal Period of
Maintenance.
(b) The State may select in lieu of the hours available for the minimum monthly maintenance charge, one or more of
the optional periods of maintenance coverage for an additional charge as shown in the Statement of Work
2) The hours of maintenance coverage for a machine on Monday through Friday shall be the same each day, and the
hours on Saturday and Sunday shall be the same hours on all Saturdays or Sundays. All machines covered under this
Contract must have a simultaneous span of time within the selected periods of maintenance coverage, at least equal
to the shortest period offered for any machine in the system.
3) The State maychange its selected period of maintenance coverage bygiving Contractor fifteen (15) days priorwritten
notice.
b. Preventive Maintenance (scheduled)
Preventive maintenance can either be performed within or outside of the Principal Period of Maintenance (PPM). An
additional charge may be made for Preventive Maintenance to be performed outside of the PPM, as set forth in the
Statement of Work. No additional charge shall be made for Preventive Maintenance that is to be performed within the PPM.
c. Remedial Maintenance (unscheduled)
1) Remedial maintenance shall be performed after notification by authorized State personnel that the equipment is
malfunctioning.
2) The Contractor shall provide the State with a designated point of contact and will initiate the remedial maintenance.
3) There shall be no additional maintenance charges for:
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INFORMATION TECHNOLOGY MAINTENANCE SPECIAL PROVISIONS
(a) Remedial maintenance during the period of maintenance coverage unless the remedial maintenance is due to the
fault or negligence of the State.
(b) Time spent by maintenance personnel after arrival at the site awaiting the arrival of additional maintenance
personnel and /or delivery of parts, etc., after a service call has been commenced.
(c) Remedial maintenance required because the scheduled preventive maintenance preceding the malfunction had
not been performed, unless the State had failed to provide access to the equipment.
(d) For time of delay beyond the PPM, Contractor shall continue to perform maintenance for the same amount of time
outside the covered period without additional charge to the State.
(e) The first hour of work performed when remedial maintenance service is requested during the covered period of
maintenance and the actual work is begun outside such period.
6 Maintenance Charges
a. The monthly maintenance charges described include all maintenance costs, and the State will pay no additional charges
unless specifically set forth in this Contract. Maintenance rates shall be firm for the contract period subject to any maximum
annual maintenance escalation as set forth in the Statement of Work.
b. Maintenance charges for fractions of a calendar month shall be computed at the rate of 1/30 of the applicable Total Monthly
Maintenance Charge, for each day maintenance was provided.
c. There will be no charge for travel expense associated with maintenance service or programming service under this
Contract except that actual travel expenses will be charged in those instances where the site at which the machine is
located is not normally accessible by private automobile or scheduled public transportation.
d. Al maintenance and other service activities (including but not limited to activities relating to pre - installation planning,
inspections, relocation of machines, engineering changes and altered programming) which maybe made available by
Contractor to the State at no additional charge or at Contractor's then applicable time and material charges, in connection
with any machines or programming supplied under this Contract, shall be subject to the terms and conditions of this
Contract, unless such activities are provided under another written agreement signed by the State and the Contractor.
7 Maintenance Credit for Inoperative Machines
The Contractor shall grant a proportionate maintenance credit on a machine shown in the Statement of Work when the machine
is inoperative for consecutive scheduled work periods totaling 24 hours from the time the State notifies the Contractor the
machine was inoperative, provided (1) the machine became inoperative through no fault of the State, and (2) the breakdown
was attributable to equipment failure. The credits to be granted by the Contractor to the State shall be as reflected in the
Statement of Work.
8 Engineering Changes
Engineering changes, determined applicable by Contractor, will be controlled and installed by Contractor on equipment covered
by this contract. The State may elect to have only mandatory changes, as determined by Contractor, installed on machines so
designated. Awritten notice of this election must be provided to the Contractor for confirmation. There shall be no charge for
engineering changes made. Any Contractor - initiated change shall be installed at a time mutually agreeable to the State and the
Contractor. Contractor reserves the right to charge, at its then current time and material rates, for additional service time and
materials required due to noninstallation of applicable engineering changes after Contractor has made a reasonable effort to
secure time to install such changes.
9 Relocation of Equipment
a. In the eventthe equipment being maintained under the terms and conditions of this contract is moved to another location
within the State of California, the Contractor shall continue to maintain the equipment at the new location.
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INFORMATION TECHNOLOGY MAINTENANCE SPECIAL PROVISIONS
b. The charges of the Contractor to dismantle and pack the equipment and installation at the new location shall beat the rates
set forth in the Statement of Work. The State agrees to pay all costs incidental to any move, including costs for packing,
crating, rigging, transportation, unpacking, uncrating, insurance, installation, and State and local sales tax, if any.
C. If Contractor is responsible for the move, no re- certification charges to confirm continued maintenance eligibility will be
applicable. If the move is conducted by other than Contractor, State agrees to pay re- certification charges to Contractor at
rates set forth in the Statement of Work.
10 Termination
Notwithstanding the Termination for Convenience provisions contained in the General Provisions, upon thirty (30) days' written
notification to the Contractor, State may terminate, at no cost to the State, maintenance for all or any portion of the equipment
identified in the Statement of Work.
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SECTION II -CONTRACT PERFORMANCE
A. DELIVERY AND INSTALLATION
1. Delivery and Installation Requirements
a. Orders must be completely installed and ready- for -use (Installation Date) within 120 to 180
days After Receipt of Order (ARO) as indicated on the Purchase Order. The required
installation date will be indicated on each individual Purchase Order by the Ordering
Agency. Each Purchase Order shall indicate the date the equipment will be delivered to the
Ordering Agency and the Facility Readiness date, normally the date when installation of the
equipment shall commence. Deliveries prior to the agreed upon delivery date may not be
accepted and there will be no additional charge for delivering the equipment as stated on the
Purchase Order. An Ordering Agency is any Public Agency authorized to perform the
functions of a Public Service Access Point (PSAP) (Govt Code 53102).
b. Installation date may be changed by mutual consent of the Contractor and the Ordering
Agency; however, prior to the installation date, the Ordering Agency may defer the
installation, and a new installation date will be established by mutual agreement. Such
deferment shall not exceed 60 days, except by mutual agreement.
c. Order Confirmation Procedures
(1) The Contractor must provide, within 30 days of contract award, an order confirmation
methodology for both the manual and electronic ordering systems. At a minimum the
Contractor shall confirm the receipt of each order, acknowledging expected shipping
date of the equipment. This notice shall be generated within 5 days ARO at the
Contractor's place of business, and shall be sent and /or made available to both the "Bill
to" and "Ship to" addresses on the Purchase Order. The confirmation acknowledgment
can be transmitted electronically; however, it will be at the option of the Ordering
Agency to determine if the electronically transmitted method or the manual method is
utilized.
(2) A second acknowledgement shall be sent by the Contractor including, but not limited to,
the Purchase Order number, the actual shipping date, mode and method of shipment,
expected transit time, and expected on -site delivery date, and confirmation of
installation (ready- for -use) date. This may be sent retroactive of actual ship date. The
confirmation acknowledgment can be transmitted electronically; however, it will be at
the option of the Ordering Agency to determine if the electronically transmitted method
is acceptable.
2. Expedited Delivery
The Ordering Agency may occasionally have a need for expedited installation of all or part
of a Purchase Order, including software products. The Contractor will be contacted in
advance to confirm an expedited installation date. Expedited delivery and installation date
must be within 15 to 90 days of receipt of order as indicated on the purchase order. In these
Section 11 -Page 1 of 35
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RFP DGS -0026 r `b.
instances, the Contractor shall provide installation of product in accordance with the agree -
to -date and will bill the Agency the "Expedite Fee(s)" listed in the Price list, less any quoted
discount, for affected equipment and /or software.
b. The agreed -to installation date shall be binding on both the Contractor and the Ordering
Agency with respect to all other related contract provisions, including, but not limited to,
liquidated damages.
c. Should the Contractor agree to provide expedited installation and fail to do so the Ordering
Agency will not be charged the Expedite Fees.
3. Need for Equipment Due to Emergency
a. The Contractor shall make every reasonable effort to assist the Ordering Agency in
procuring use of equipment compatible with that provided under this Agreement to meet
emergencies such as a major breakdown or unforeseen peak loads.
b. The Ordering Agency may accept or reject the offer of use of emergency equipment. If
accepted, the charge for such use, if any, shall be a separate purchase order arrangement
between the Ordering Agency and the firm or government Agency providing the machine
time.
4. Restricted Delivery Hours
The Contractor shall comply with Agency requirements that restrict deliveries to non -peak
commute hours in specific locations, or require delivery within defined time frames due to site
policies. When applicable the Ordering Agency will provide the information regarding these
policies /or requirements.
5. Certification of Facility Readiness
If required to meet special environmental considerations, the Ordering Agency will modify its
site facilities to meet the Contractor's minimum site and environmental specifications as
supplied by the Contractor. These specifications shall be in such detail as to ensure that
equipment, if installed according to these specifications, shall operate efficiently, from an
environmental point of view and properly from a functional point of view.
a. The Ordering Agency shall prepare a floor plan of the Dispatch Operations room showing
the location of each item of equipment and detailing the current electrical power and
environmental control facilities. The Contractor shall prepare a floor plan of the equipment
room showing the location of each item of back -room equipment and detailing the current
electrical power and environmental control facilities The Contractor shall review and
comment on the adequacy of the Ordering Agency's facility, including but not limited to,
the adequacy of the furniture, lighting, floor plan, environmental control, cabling,
demarcation room and equipment room to support the installation of the 9 -1 -1 system.
Ordering Agency shall permit free access, subject to security restrictions at the site, for the
purpose of reviewing facility readiness. If requested, the Contractor may prepare the site
Section II -Page 2 of 35
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3547 • . • a
RFP DGS -0026
plan, and will be permitted free access to the site for this purpose, subject to the Ordering
Agency's normal security restrictions,
Specifications should include as a minimum, but not be limited to, an indication of the
operating voltage required, maximum current under peak conditions (in amperes), power
consumed (expressed in watts), temperature range within which the equipment is designed
to operate, the humidity range within which the equipment offered is designed to operate,
the equipment heat producing pattern under normal operating conditions (expressed in
BTU's for each specific Model Cluster), and the type and number of power receptacles
required. All modifications specified to prepare the facilities must be detailed in the
Statement of Work.
b. The Ordering Agency shall cause the site to be prepared in accordance with the Contractor's
site preparation specifications, unless the Contractor has agreed to be responsible for such
site preparation, on or before the Facility Readiness Date.
c. The Contractor shall provide an appropriate pre - installation checklist to insure that the
Ordering Agency has met all installation obligations prior to the Contractor installing the
equipment. Purchase note: absence thereof shall mean that the Contractor is offering
equipment which has no minimum or maximum environmental specifications. If required,
upon completion, the PSAP will be required to certify in writing that the modifications have
been completed and satisfy the Contractor's requirements.
d. Any subsequent alterations or modifications to the site which are directly attributable to
incomplete or erroneous specifications provided by the Contractor and which involve
additional expense shall be made at the expense of the Contractor, to the extent that such
costs would not have been incurred had the complete and /or correct specifications been
initially provided. If any such site alterations cause a delay in the installation the provisions
in this Agreement for late delivery shall apply.
e. All 9 -1 -1 telephone lines and ALI retrieval circuits are directly invoiced to the State 9 -1 -1
Program. Other circuits such as administrative and 9 -1 -1 system maintenance telephone
lines are directly invoiced to the PSAP, who may then request reimbursement for specific
costs as defined in the State 9 -1 -1 Program manual.
6. Certification of Equipment Readiness
a. Equipment must be installed and certified ready for acceptance testing by the specified
Installation Date identified in the Purchase Order. The Contractor shall determine that the
equipment is ready for use, and operates in conformance with the Manufacturer's published
specifications. Such certification must be in writing and presented to the Agency project
leader as specified by the Ordering Agency. After receipt of certification, at a time mutually
agreed upon between the Ordering Agency and the Contractor, the Ordering Agency will
accept the equipment for the purpose of validating its installation and performance.
b. Notwithstanding certification by the Contractor that the equipment has been installed and is
ready for use, the equipment shall not be deemed installed within the terms of this
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Agreement until such installation is confirmed by the Ordering Agency through testing
prescribed herein or performance of other suitable tests mutually agreed upon by the
pertinent parties to this Agreement as being adequate for this purpose. If the test is
successfully completed, the equipment shall be deemed installed and ready for use as of the
date of the Contractor's certification. The Ordering Agency shall begin acceptance testing
on a date and time mutually agreed to between the Ordering Agency and the Contractor in
accordance with the Section F, Acceptance Testing and Continuing Standards of
Performance. If the equipment fails any portion of acceptance testing, the Contractor shall
be notified immediately of the failure, with written confirmation to be provided in not more
than five (5) working days. Control of the equipment shall immediately be given to the
Contractor if the system performs so poorly that it poses a potential threat to public safety
and the original 9 -1 -1 system being replaced is still functional. If the system performs in a
manner that is adequate in the opinion of the Ordering Agency and does not pose a threat to
public safety, but does not operate as intended by the manufacturer, the Ordering Agency
will continue using the equipment while the Contractor effects repairs. The equipment shall
not be deemed to be installed until the Contractor re- certifies such installation and the above
referenced test is successfully completed.
c. In the event the Contractor fails to install the equipment by the installation date, liquidated
damages as prescribed herein under Contract Administration, below, shall apply. If the
delay is more than thirty (30) calendar days, then by written notice to the Contractor, the
Ordering Agency may terminate the right of the Contractor to install the equipment, may
cause the Contractor to remove any or all equipment already installed, and /or may terminate
the Agreement. If the Ordering Agency elects one or more of these options, it may obtain
replacement equipment from any source the Ordering Agency deems appropriate. The
Contractor shall be relieved from Liquidated Damages in the event of Force Majeure causes
(General Provision 25).
d. If the nature of the equipment is such that the services of the Contractor are not required for
its installation, and the Contractor so states in writing and the Ordering Agency agrees in
writing that such Contractor services are not necessary, the Contractor may ship the
equipment to the Ordering Agency site. If the equipment arrives not later than five (5)
working days prior to the installation date, the equipment shall be deemed to have been
installed on or before the installation date and no liquidated damages shall be paid,
irrespective to whether or not the Ordering Agency is successful in installing the equipment
with the Contractor's assistance. If this procedure is used, the Ordering Agency shall make
every reasonable effort to install the equipment prior to the installation date, and shall
confirm such installation in accordance with the above procedure concerning certification of
installation by the Contractor. If, however, the Ordering Agency is unable to install the
equipment, it shall notify the Contractor that Contractor assistance is required. The
Contractor shall then be responsible for the equipment installation and certification that such
installation has been accomplished, subject to the time frames stipulated in this section
commencing with the date the Ordering Agency notifies the Contractor.
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7. Software (Other than Operating System Software)
a. The Contractor shall provide programming aids, program products and applications, on or
before the Delivery Dates specified, and shall certify to the Ordering Agency that such
software has been delivered and is ready for Ordering Agency use. For purposes of this
paragraph, "delivered" also means received by the Ordering Agency, if such software is
delivered through mail services hired by the Contractor, or electronic mail if by mutual
agreement.
b. If, in the opinion of the Contractor, the services of the Contractor are required to install the
software on Ordering Agency equipment, "delivery" of the software, for the purpose of this
Agreement, shall be deemed to include such installation services.
c. In the event the Contractor fails to deliver the agreed -upon software by the dates specified,
liquidated damages as prescribed herein will apply.
d. During the period of this Agreement, when requested by the Ordering Agency, the
Contractor shall furnish any additional software which it has developed or may develop at a
future date for general use with the type of equipment purchased under this Agreement and
which it furnished to its customers generally, at the charges in the Price List.
8. Software Customization and Configuration Support
The Contractor shall provide to each Ordering Agency software customization and
configuration support for control units and devices acquired under this Agreement.
Software customization is software which defines the operating parameters desired by the
Ordering Agency for the applicable control unit. This includes newly acquired control units as
well as changes to existing control units that were acquired under this Agreement.
If the Contractor proposes a device that uses diskettes or CD's, the Contractor must also supply
software customization support for that device.
Software Customization and Configuration Support must be available during the Principal
Period of Maintenance. This support must have a number for both voice and FAX
communication that is free to any caller within the Ordering Agency.
9. Relocation
a. If it is necessary and in the best interest of the Ordering Agency to move the equipment
purchased under this contract from one Ordering Agency location to another, except in an
emergency situation, the Ordering Agency will notify the Contractor, in writing or
electronically, a minimum of 150 days in advance of the anticipated move date, that the
move is scheduled to take place. The Ordering Agency will give the Purchase Order
number, date of disconnection, the locations, from and to which the equipment is to be
moved, and the re- connection date, if more than five (5) working days after the disconnect
date.
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RFP DGS -0026
The Contractor and Ordering Agency will mutually agree on a reasonable amount of time to
accomplish disconnection, relocation, reconnection and having the equipment ready for use.
b. The Ordering Agency will reimburse the Contractor for all transportation, transit, risk
insurance, rigging, packing, unpacking, and drayage charges for such relocation performed
by the Contractor; however, the Contractor shall maintain responsibility for the equipment
at all times during the move.
c. If the Contractor does not relocate the equipment by the date agreed, then liquidated
damages as specified in paragraph 7.a of the Contract Terms and conditions shall apply.
Contractors should note that the liquidated damages shall be the same as for late deliveries.
d. On, or before, the scheduled reconnect date, the Contractor shall disconnect affected
equipment, physically move (relocate) and reconnect the equipment and certify the
successful relocation.
e. By mutual consent of the Contractor and the Ordering Agency, the Ordering Agency shall
be permitted to move certain peripheral devices. In the event of such a move, the Contractor
shall be relieved of liquidated damages as well as responsibility for the equipment during
the move.
f. Following an emergency move of purchased equipment, if the Contractor has not been
previously notified, within 21 days of the date upon which the move was accomplished, the
Ordering Agency will notify the Contractor, in writing or electronically that the move
occurred on a specified date.
g. If the Ordering Agency elects to move the equipment and it is mutually determined that the
equipment became damaged by reason of a disconnect of equipment to be moved, a move of
the equipment, or a reconnect of equipment moved, not authorized by the Contractor either
in advance or by default, the Ordering Agency will pay, at prevailing rates, for the repair of
said equipment.
h. Rearrangement of equipment at a single site or Ordering Agency convenience shall be at the
Ordering Agency expense. If the contractor is asked to move and reinstall equipment at a
different facility, the MAC rate established by this contract will apply to similar activities
performed such as those described in this section under Moves, Adds and Changes, while
the cost for other services not normally associated with a same facility MAC, such as
moving van equipment and personnel, will be negotiated on a case -by -case basis for each
relocation.
i. There shall be no interruption of purchase payments as a result of relocation of equipment.
10. Moves, Adds and Changes (MACs)
The Contractor shall also provide routine moves, adds and changes as requested by the PSAP.
Moves, adds and changes refers to changes in system programming to facilitate PSAP
operations, moving equipment from one location to another in the same facility and adding
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RFP DGS -0026
additional equipment to completed installations. When performing MACs, the Contractor will
not count travel time to and from the PSAP or pre - preparation time, only the time spent actually
spent performing the MACs. There shall be a one (1) hour minimum charge for all MACs. For
those MACs that must be performed routinely, such as adding or deleting new Call Takers,
changing speed dial numbers, Etc., the Contractor shall provide training to the PSAP System
Administrator to perform these MACS.
Contractor shall detail the process for PSAPs at the time of request to request routine MACs,
how the Contractor will perform on -site versus off -site MACs and the anticipated turn around
time to completion each time a request is made. All routine moves, adds and changes shall be
accomplished within a mutually agreed upon number of days from date request is submitted to
contractor.
All costs for MACs will be directly billed and paid by the PSAP Agency. If the contractor is
asked to move and reinstall equipment at a different facility, the MAC rate established by this
contract will apply to similar activities performed such as those described above, while the cost
for other services not normally associated with a same facility MAC, such as moving van
equipment and personnel, may be negotiated on a case -by -case basis for each relocation.
11. Documentation
The Contractor shall make available and provide copies of all non - proprietary manuals and
other printed materials, including updated versions thereto, which are useful and necessary to
the Ordering Agency in its use of the equipment or software provided at prices listed in the
Price List.
B. FREIGHT
All deliveries of purchased equipment shall be F.O.B. - DESTINATION.
1. Transportation
a. Shipments to and from the installation site shall be the responsibility of the Contractor and
shall be made by commercial carrier, or Contractor owned carrier, in padded van or air
freight. If air shipment by commercial carrier is not specified in the Purchase Order,
shipment shall be made by padded van, or Contractor may, at its option, use a premium
method of transportation (e.g., air freight). Machines shall be preserved, packed and
marked in accordance with the Contractor's standard practice.
b. Notwithstanding the above subparagraph, the Ordering Agency reserves the option, with
concurrence from the Contractor (such concurrence not to be unreasonably withheld), to
arrange for, and to pay all transportation, rigging, and drayage costs, at the time of the
discontinuance of rental and purchase. The Ordering Agency agrees that such transportation
shall be by commercial carrier, using padded van properly constructed and equipped for
shipment of electronic equipment.
Section II -Page 7 of 35
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RFP DGS -0026
c. When the Ordering Agency elects to specify air shipment by commercial carrier, written
authorization for such method shall be furnished to the Contractor at least thirty (30) days
prior to the scheduled shipping date and the Ordering Agency shall pay the air freight
charges. In this event, the Contractor shall furnish copies of the freight bills to substantiate
transportation charges billed by the Contractor to the Ordering Agency.
d. Transportation charges for the shipment of empty packing cases shall be paid by the
Contractor except when the equipment is moved from one Ordering Agency location to
another.
e. The Contractor shall bear the cost of transportation, rigging, and /or drayage whenever
equipment is shipped or moved for mechanical replacement purposes unless the replacement
was due to fault or negligence of the Ordering Agency.
f. The Ordering Agency shall pay only those rigging costs incurred at the Ordering Agency's
location unless otherwise agreed to between the Ordering Agency and the Contractor.
g. Upon notification as stipulated under Relocation above, the Ordering Agency shall arrange
and pay for all transportation, rigging and drayage charges for such relocation. The
Contractor shall supervise the relocation, packing and unpacking of equipment at the
Contractor's hourly rates as shown in the Price List.
2. Packing and Unpacking
a. Supervision of packing, unpacking and placement of equipment shall be furnished by the
Contractor during the Contractor's normal working hours without additional charge to the
Ordering Agency.
b. Rearrangement of equipment on the same site for Ordering Agency convenience shall be at
Ordering Agency expense.
3. Risk of Loss or Damage
The Ordering Agency shall be relieved from all risk of loss or damage to the equipment
purchased under this contract during periods of transportation, installation and during the entire
time the equipment is in the possession of the Contractor, except when such loss or damage is
due to the fault or negligence of the Ordering Agency. Loss or damage not due to the fault or
negligence of the Ordering Agency shall be verified through a legal claims record such as a
police or fire report.
C. MAINTENANCE
1. General
a. Equipment and Operating System Software shall be maintained in good operating condition
to ensure that the Continuing Standards of Performance prescribed the criteria of
Acceptance Testing, of this contract are met. In determining good operating conditions, the
Ordering Agency will evaluate performance of the equipment in accordance with criteria
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herein, and will compare this performance with that of similar equipment installed at other
locations. The Contractor is responsible to maintain the equipment purchased under this
Agreement. The Contractor shall keep the equipment in good operating condition and shall
always be responsive to the maintenance requirements of the Ordering Agency. All such
maintenance service, including both parts and labor, shall be furnished after the installation
of equipment is completed, on a month to month basis for up to four years after the warranty
period..
b. The Contractor may charge for some software maintenance services, in accordance with the
provisions concerning Software Maintenance below.
2. Maintenance Coverage.
Contractor shall provide full maintenance coverage 24 hours per day 7 days per week.
3. Exclusions
Maintenance service does not include:
a. Electrical work external to the machines or maintenance of accessories, alterations,
attachments, or other devices not listed in the Price List.
b. Repair of damage or increase in service time caused by: accident; disaster, which shall
include, but not be limited to, fire, flood, water, wind and lightning; transportation; neglect
or misuse; alterations which shall include, but not be limited to, any deviation from
Contractor's physical, mechanical or electrical machine design; attachments, which are
defined as the mechanical, electrical or electronic interconnection to a Contractor machine
or non - Contractor equipment and devices not supplied by Contractor.
c. Repair of damage or increase in service time resulting from failure to provide a suitable
installation environment with all facilities prescribed by the appropriate Contractor
Installation Manual — Physical Planning (including, but not limited to, failure of, or failure
to provide adequate electrical power, air - conditioning or humidity control).
d. Repair of damage or increase in service time attributable to the use of the machines for other
than data processing purposes for which acquired.
e. Furnishing platens, supplies or accessories; painting or refinishing material therefor;
inspecting machines altered by other than Contractor, making specification changes or
performing services connected with relocation of machines; or adding or removing
accessories, attachments or other devices.
f. Such service which is impractical for Contractor to render because of alterations in the
machines or their connection by mechanical or electrical means to another machine or
device.
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g. Repair of damage or increase in service time caused by the conversion from one Contractor
model to another or the installation or removal of a Contractor feature whenever any of the
foregoing was performed by other than Contractor.
h. Replacement parts or increases in service time as set forth in the sections covering access to
machines and in Maintenance Charges, Paragraphs l Oc and 12c, below.
4. Responsibilities of the Contractor
a. The Contractor shall provide maintenance (labor and parts) and keep the equipment in good
operating condition.
b. Maintenance parts will be furnished by the Contractor and will be new or equivalent to new
in performance when used in these machines. Replaced maintenance parts become the
property of the Contractor on purchased equipment.
c. The Contractor shall specify in writing the frequency and duration of preventive
maintenance for the equipment. Preventative (scheduled) maintenance shall be performed
on a schedule which is mutually acceptable to the Ordering Agency and the Contractor and
is consistent with the Ordering Agency's operating requirements. The schedule will be
based upon the specific needs of the equipment as determined by the manufacturer.
5. Remedial Maintenance
a. Remedial maintenance shall be commenced promptly after notification that equipment
and /or software are inoperative and the Contractor shall always be responsive to the
maintenance requirements of the Ordering Agency.
b. Contractors shall provide to each PSAP Agency with whom they have a maintenance
contract a telephone number for reporting major and minor failures that is answered 24
hours a day, 7 days a week by a live person. The Contractors answering service will be
responsible for contacting the appropriate Maintenance Service Center that will provide
remedial maintenance.
c. Shown below are a description of major and minor failures and the required response times
of the Contractor during the warranty and maintenance periods to resume normal operation
of the 9 -1 -1 system. Any failure by the Contractor to meet the required response times
should immediately be reported to 9 -1 -1 Program Office staff:
(1) Major Failure - Definition Of Major Failure: Any hardware, software or circuitry
failure that prevents the 9 -1 -1 PSAP call taker from making voice contact or viewing
ANI /ALI information for a person who has dialed 9 -1 -1. Upon verbal notification by
the Ordering Agency, the local 9 -1 -1 telephone line service provider or electronic
notification by the 9 -1 -1 system itself of a major failure the contractor must meet one of
two required response time options listed below:
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REMOTE / ONSITE RESPONSE: A factory- trained technician must respond on -site via
modem within one (1) hour, or less, to diagnose and repair a major failure. Within one
(1) hour, or less, the responding technician must notify the PSAP via phone call of the
nature of failure and an estimated time to repair. If remote repairs are unsuccessful a
factory- trained technician or a technician with verbal access to a factory- trained
technician must respond on -site with spare parts /software most likely needed as
determined by remote diagnostics and reported failure symptoms, within three (3) hours,
or less, of the original notification to continue diagnostics and commence repairs of a
major failure.
ONSITE RESPONSE: A factory- trained technician must respond on -site with spare
parts /software most likely needed as determined by reported failure symptoms, within
two (2) hours, or less, to diagnose and commence repair of a major failure. Within two
(2) hours, or less, the responding technician must notify the PSAP of the nature of
failure and an estimated time to repair.
(2) Minor Failure - Definition Of Minor Failure: Any hardware, software or circuitry
failure that prevents the normal operation of any feature of the 9 -1 -1 system. Upon
verbal notification by the Ordering Agency, the local 9 -1 -1 telephone line service
provider or electronic notification by the 9 -1 -1 system itself of a minor failure the
contractor must meet one of two required response time options listed below:
REMOTE / ONSITE RESPONSE: During the initial notification by the PSAP Agency of
a minor failure, the Contractor shall provide to the PSAP Agency an estimated time for
remote diagnostics /repairs to begin. A factory- trained technician must respond on -site
via modem within twelve (12) hours, or less, to diagnose and repair a minor failure.
Within twelve (12) hours, or less, the responding technician must notify the PSAP via
phone call of the nature of failure and an estimated time to repair. If remote repairs are
unsuccessful a factory- trained technician or a technician with verbal access to a factory -
trained technician must respond on -site with spare parts /software most likely needed as
determined by remote diagnostics and reported failure symptoms, within twenty -four
(24) hours, or less, of the original notification to continue diagnostics and commence
repairs of a minor failure.
ONSITE RESPONSE: During the initial notification by the PSAP Agency of a minor
failure, the Contractor shall provide to the PSAP Agency an estimated time for on -site
diagnostics /repairs to begin. A factory trained technician must respond on -site with
spare parts /software most likely needed as determined by reported failure symptoms,
within twenty four (24) hours, or less, to diagnose and repair a minor failure. Within
twenty four (24) hours, or less, the responding technician must notify the PSAP of the
nature of failure and an estimated time to repair.
d. The system must be capable of alerting PSAP personnel of system alarms by the use of a
signaling device in the PSAP. This device shall provide for an audible or visual alarm. The
device shall provide a cutoff option to disable alarms in progress and must be automatically
reset upon removal of the alarm condition or should a new alarm occur.
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e. Remote maintenance is essential for reducing maintenance costs, insuring system
performance, installation of software, providing MACS and most importantly, quickly
diagnosing and repairing system failures. The system should be equipped with a remote
maintenance and diagnostics capability for use by service personnel. Remote maintenance
requirements may augment the requirements for on -site support of any installed system.
f. Factory- Trained Technician - The definition of a factory trained technician means the
technician has passed a certification /training course taught by factory or factory approved
personnel for the system they must install and maintain. Any training courses provided by
other than the manufacturer's own personnel must be recognized and approved by the
manufacturer, if the Contractor asserts that an employee is Factory- Trained. A factory
trained technician is able to diagnose all major and minor system alarms, provide hardware
and software repairs, provide to the PSAP recommendations regarding user defined software
and make changes to the user defined software. The Contractor will detail the training that
has been provided to a factory- trained technician.
g. Technician - The definition of technician means the person has been provided basic
instruction taught by a factory- trained technician for the system they must maintain. A
technician is able to view all major and minor system alarms, provide hardware
replacements and software repairs and provide to the PSAP recommendations regarding
user defined software, under the direction of a factory trained technician. The Contractor
will detail the training that has been provided to a technician.
6. Repairs Made by the Ordering Agency
a. If the Contractor so desires, and the Ordering Agency permits, the Contractor may provide
spare major equipment components at the Ordering Agency location at no additional cost, to
be installed by Ordering Agency or Contractor personnel in the event installed equipment
becomes inoperable due to equipment /software failure. If such an arrangement is deemed
desirable, the Contractor shall instruct the appropriate Ordering Agency personnel in the
proper methods of disconnecting failed equipment, physically replacing such equipment
with the appropriate spare equipment, and connecting the spare equipment. Contractor will
repair /replace failed equipment within five (5) working days after notification by the
Ordering Agency of the installation of spare parts.
b. Unless mutually agreed to by the Contractor and the Ordering Agency, Ordering Agency
personnel will not perform maintenance or attempt repairs to equipment while such
equipment is under the purview of a warranty or maintenance agreement. In some cases it
may be in the best interest of the Ordering Agency to assist the Contractor with repairs,
especially when time is of the essence. If Ordering Agency personnel cause damage to
equipment while attempting repairs that were mutually agreed to between the Contractor
and the Ordering Agency, the Contractor will be responsible for all subsequent repairs.
c. If Ordering Agency personnel cause damage to equipment while attempting repairs that
were not mutually agreed to between the Contractor and the Ordering Agency, the Ordering
Agency will be responsible for paying the Contractor time and materials to repair damages.
Prices for time and materials are those established by this contract.
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d. If the above described procedure is implemented, the Ordering Agency agrees to provide
adequate storage for such repair spare equipment, secure with an appropriate lock, the keys
to which shall be retained by both the Contractor and the Ordering Agency.
7. Equipment Replacement
a. When 9 -1 -1 equipment /software fails to function in the manner for which they were
designed to the extent that the 9 -1 -1 Ordering Agency's ability to answer 9 -1 -1 calls is
adversely affected the Contractor will make every attempt to satisfactorily resolve the
problem. The Ordering Agency will give the Contractor a reasonable amount of time to
repair the equipment/software before requesting replacement of equipment. However, if the
failed equipment impairs the ability of the Ordering Agency to make voice contact with the
Public, the Contractor will immediately replace the defective equipment with either
equivalent new replacement equipment free of charge if under warranty or Contractor
owned equivalent loan equipment free of charge until repair or replacement is
accomplished. The Ordering Agency will be the sole judge as to the adverse impact upon
the Ordering Agency's ability to answer 9 -1 -1 calls.
b. Equipment which fails to function while under the maintenance agreement in the manner for
it which was designed and contracted to perform to a degree such that the Ordering
Agency's programs are adversely affected, defined as either three (3) major failures or six
minor failures of the same feature in any sixty (60) day period, shall be replaced at the
Ordering Agency's request.
8. Telephone Line Repairs
The 9 -1 -1 Program and the Ordering Agencys do not have the expertise to diagnose 9 -1 -1
system or telephone line problems. If the Ordering Agency notifies the Contractor who is under
contract for maintenance or warranty services of a problem with the 9 -1 -1 system and the
contractor determines that the problem lies with the telephone company service provider, there
will be no charge to the Ordering Agency or the 9 -1 -1 Program for the service call. The
Contractor, upon determining a reported problem lies with the local telephone company service
provider will be responsible for notifying the PSAP Agency that the problem lies with the local
telephone line service provider.
9. Service Under Warranty and Maintenance
a. If there is no onsite response by the Contractor within the period specified under major and
minor failures of a Ordering Agency's verbal request for warranty or maintenance services
the Ordering Agency reserves the right to obtain maintenance services from another
Contractor after 24 hours of an unacceptable level of response. Charges for parts, shipping,
handling and labor shall be borne by the Contractor with whom a contract has been signed
for warranty or maintenance services.
b. Notwithstanding Section 8 above, when the Contractor is called to perform remedial
maintenance or warranty service on the equipment and by mutual agreement it is determined
that either no failure existed or that the service was outside the scope of this warranty, the
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Ordering Agency shall pay for the travel expense and the time spent by the Contractor at the
applicable time and materials rates then in effect. Prices for time and materials are those
established by this contract.
c. In the case of an incorrect diagnosis of the initial service call, the Contractor will be
responsible for reimbursement to the Agency for any billing that is a direct result of the
incorrect diagnosis. The reimbursement may be in the form of a credit to be deducted from
any monthly charges due the Contractor.
10. Responsibilities of the Ordering Agency
a. The Ordering Agency will provide adequate storage space for spare parts, and adequate
working space, including heat, light, ventilation, electrical current and outlets, for the use of
the Contractor's maintenance personnel at the time maintenance is being performed. These
facilities shall be within a reasonable distance of the equipment to be serviced and shall be
provided at no charge to the Contractor.
b. Unless mutually agreed to by the Contractor and the Ordering Agency, Ordering Agency
personnel will not perform maintenance or attempt repairs to equipment while such
equipment is under the purview of this Agreement.
c. Subject to the Ordering Agency's security regulations, the Contractor shall have full and
free access to the machines to provide service thereon. If persons other than Contractor
representatives have performed maintenance or repair of a machine, and as a result further
repair by Contractor is required, such further repairs will be made at Contractor's then
applicable time and material rates, as shown on the Price List.
d. The Ordering Agency shall provide an appropriate operating environment, including
temperature, humidity, and electrical power, in accordance with the environmental
requirements contained in the Contractor's published specifications for the equipment listed
in the Price List.
11. Maintenance Credit for Equipment Malfunction
a. If, beginning on the first in- service day, Contractor is unable to restore a machine to good
operating condition and equipment failure causes the machine to remain inoperative for
consecutive scheduled work periods totaling 24 hours from the time the Ordering Agency
notifies the Contractor that the machine is inoperative and it is determined that (1) the
equipment failure was not caused by factors external to the machine, and (2) the equipment
failure occurred through no fault or negligence of the Ordering Agency, the Contractor shall
grant a credit to the 9 -1 -1 Program for each of the continuous inoperative hours. Such credit
will be deducted from the monthly maintenance fee in the amount of 1 /168th of the monthly
system maintenance for each hour the equipment or software has failed. The amounts will
be cumulative, but will not exceed the monthly maintenance fee. 1/1 68th of the basic
monthly system maintenance charge for the inoperative machine, for any machine and
interconnected entirely by the Contractor's power and /or signal cables which is not usable as
a result of the equipment failure for each hour the machine, or machines are not usable. The
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amount of credit granted for each machine shall not exceed 1 /30th of the basic monthly
purchase charge for the machine for any calendar day. The number of inoperative hours
shall be adjusted to the nearest half hour.
b. Maintenance credit provisions will not apply if equipment failure is caused by alterations or
attachments not furnished, approved or maintained by the Contractor and maintenance
charges shall continue without interruption.
12. Maintenance Charges
a. The monthly charges described in the Price List include all maintenance costs, and the
Ordering Agency will pay no separate maintenance charges unless specifically set forth in
this Agreement.
b. There will be no charge for travel expense associated with maintenance service.
C. The 9 -1 -1 Program agrees to reimburse the Ordering Agency an amount based on the price
list for monthly maintenance. The Ordering Agency agrees to pay the Contractor for
maintenance and for all requested moves, adds and changes to the system at Contractor's
applicable time and material rates shown in the Price List. The Ordering Agency also
agrees to pay, at Contractor's applicable time and material rates, all charges for repair of
damage, replacement of parts (due to other than normal wear) or repetitive service calls that
are proven to be caused by the use of non - Contractor approved supplies.
d. All maintenance and other service activities (including but not limited to activities relating
to pre - installation planning, inspections, relocation of machines, engineering changes and
altered programming) which may be made available by Contractor to the Ordering Agency
at no additional charge or at Contractor's then applicable time and material charges, in
connection with any machines or programming supplied under this Agreement, shall be
subject to the terms and conditions of this Agreement unless such activities are provided
under another written agreement signed by the Ordering Agency and the Contractor.
13. Engineering Changes
a. Engineering changes, determined applicable by the Contractor, will be controlled and
installed by the Contractor on equipment covered by this Agreement. The Agency may
elect to have only mandatory changes, as determined by the Contractor, installed on
machines so designated. A written notice of this election must be provided to the
Contractor for written confirmation. There shall be no charge for engineering changes
made. Any Contractor initiated change shall be installed at a time mutually agreeable to the
Ordering Agency and the Contractor. The Contractor shall have the right to charge, at the
Price List rates, for time and materials required due to non - installation of applicable
engineering changes after the Contractor has made reasonable effort to secure time to install
such changes.
14. Alterations and Attachments
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a. With the written consent of the Contractor, such consent not to be unreasonably withheld,
the Ordering Agency may make alterations or install attachments to the equipment at the
Ordering Agency's expense, if in the Contractor's opinion no safety hazard is thereby
created. The Ordering Agency shall assume full liability for any damages and /or
degradation of equipment performance attributable to such alteration or attachment.
b. If the alteration or attachment interferes with the normal and satisfactory maintenance of
any of the machines in such a manner as to render maintenance impractical, the Ordering
Agency will, upon notice from the Contractor to that effect, remove the alteration or
attachment and restore the machine to its normal condition.
c. If an inspection by the Contractor is required to determine if the unaltered portion of the
machine or system remains practical to maintain or that no safety hazard has been created,
the Ordering Agency shall be so notified and a mutually agreeable inspection date will be
scheduled. Charges for such inspection shall be paid by the Ordering Agency, at the
applicable rates from the Price List.
d. Repair of damage or increase in the Contractor's service personnel time attributable to the
alteration or attachment will be billed to the Ordering Agency at the Contractor's applicable
time and material rates from the Price List.
e. Such alterations or attachments shall be removed and the equipment restored to the prior
configuration at Ordering Agency expense before discontinuance of the equipment
purchase.
f. Any reprogramming agreed to by the Contractor which is required to accommodate such
alterations and /or attachments shall be accomplished at the Ordering Agency's expense.
15. Optional Maintenance Programs
The Ordering Agency desires that additional service programs be offered in the Contractor's
Price List. These optional service programs must be listed in the Contractor's price list to be
available as part of this agreement. Note: The Ordering Agency cannot pay for services in
advance of the service being performed, therefore such optional programs must be priced for
payment in arrears.
16. Replacement Parts
The Contractor must have the capability of stocking 90% of the required replacement parts on
an on -going basis for equipment listed in the Price List. The Contractor must maintain an
inventory of the replacement parts and make the inventory available to Ordering Agency. The
level of maintenance support must be such that it will maintain an effective level of system
operation during the Principal Period of Maintenance.
17. Maintenance Service Centers
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The Maintenance Service Centers listed by the Contractor will be used to calculate maintenance
response times. A Maintenance Service Center is a location (or locations) staffed by two or
more personnel who can meet the response time requirements specified in this section, under
Remedial Maintenance, with technical expertise as required. Contractors who intend to use
existing (At the time of bid proposal) Maintenance Service Centers to meet the requirements of
this contract must list the City, Maintenance Service Center telephone number and training or
certifications of maintenance personnel at each Maintenance Service Center. In addition, each
Contractor is to identify the factory- trained technicians used for Remote /On -site Response
option.
If a contractor does not have existing Maintenance Service Centers at the time of bid proposal
or at the time a Purchase Order is issued the Contractor shall establish a new Maintenance
Service Center(s) capable of meeting contract requirements. The Contractor will have met the
requirements for Maintenance Service Centers by the initiating the following steps after receipt
of Purchase Order. Note Following the steps outlined below will be a prerequisite for system
acceptance:
a. Contractor must identify and provide Factory- Trained Technician or technician training to
no less than two Contractor personnel who can meet the response requirements specified
under Remedial Maintenance. Such training will be completed no later than the Installation
Date documented on the Purchase Order and the Statement of Work.
b. Contractor shall utilize any newly trained personnel during the initial installation, testing,
programming and acceptance testing periods of a newly installed system to insure their
personnel have the skills necessary to meet the requirements for maintenance under this
contract.
D. TRAINING
For the purposes of training, the Contractor shall agree to provide formal, "hands -on" instruction
for Ordering Agency personnel in operation of the equipment, at mutually agreeable times prior to
the acceptance testing period. Training for equipment installation coordinators and project leaders
will be conducted at the Ordering Agency site unless an alternate site is mutually agreed to by the
Ordering Agency and the Contractor.
1. Training Plan
The Contractor must provide training and training materials to insure that Call Takers and
System Administrators can proficiently use the 9 -1 -1 system. The Contractor will provide the
following:
(1) A comprehensive training program that provides the Call Taker the skills necessary to
operate all the features of the 9 -1 -1 equipment /software.
(2) Training at a time mutually agreed upon by the PSAP and the Contractor.
(3) Instructors who have the technical skills, teaching skills and abilities necessary to
instruct others how to use the equipment proficiently.
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(4) Train no more than 6 Call Takers per instructor, per class, unless a larger class is
mutually agreed to by the PSAP and the Contractor.. Training classes will be scheduled
to insure that no less than 6 call takers are trained per site visit. All training classes
should be scheduled so as to reduce the number of site visits necessary to train all
personnel.
(5) Provide at least two fully operational Intelligent Workstations with at least one
operational phone line for training purposes. Fully operational means features and user
defined parameters are fully functional so all features can be realistically demonstrated
during training. The two positions used for training will also be used to complete the
installation of all ordered positions. Training positions may be temporarily installed in a
training room at the installation facility. Temporary cabling to a training room will be
provided upon request of the PSAP agency. Cost to cable temporary positions shall be
at the hourly rate provided for moves, adds and changes.
(6) Contractor will compile a list of Call Takers who attended training, the date and time of
the training, and rate the proficiency of the Call Taker to use the equipment on a pass or
fail basis. A copy of this information will be provided to the PSAP Manager.
(7) In addition to the Call Taker training, the Contractor will provide supervisor /system
administrator training, with no more than 6 supervisors /system administrators per class.
This training shall cover statistics report generation, routine moves, adds and changes
accessible by a system administrator, routine trouble shooting procedures and problem
reporting procedures. Training will also include an on -site instructor(s) for a period not
to exceed 24 hours upon beginning of the system acceptance testing period. The
purpose of the instructor will be to assist PSAP personnel as needed after they begin
using the new equipment. This instructor(s) can be onsite for the first 24 hour period
of system acceptance testing or up to 2 periods totaling not more than 24 hours during
the first 7 days of the system acceptance testing period.
(8) Post - cutover training will be provided at additional cost to the PSAP at the rate
established by this contract. Post cutover training will be provided for no less than 6
call takers or system admininstrators.
(9) Contractors must provide to the 9 -1 -1 Program a detailed training plan describing their
concept of the scope of training, the duration of initial training (in hours, per student),
and the training aids (including operating manuals) which are required to train
programmers, operators, support staff, and user training specialists in the operation of all
hardware and software.
(10) Appropriate manuals and other materials must be provided to each participant in
training. Training materials shall become the property of the ordering PSAP upon
completion of the training. Manuals of sufficient detail to successfully operate both the
software system and the hardware system must be provided. Contractor shall document
in the Statement of Work the operation of all customer specified programming not
specifically covered by the manufacturer user manuals.
2. Training on New or Substitute Equipment
If requested by the Ordering Agency, training and documentation on new or substitute
equipment added to the contract must be provided by the Contractor. The training is to
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provide an orientation session that covers the capabilities and operation of the items as
stated above.
3. Additional Training and Personal Services
Additional training courses and personal services not stipulated herein, but which may be
considered under the scope of this Agreement, may be offered in the Price List.
E. WARRANTY
1. Notwithstanding General Provisions #19, Warranty, the Contractor warrants that all equipment
purchased under the authority of this Agreement, when installed, will be in good working order,
will be fit for the manufacturer's intended purpose and will conform to the Contractor's official
published specifications.
2. Except as provided elsewhere in this Agreement, the Contractor's obligations and liabilities
with respect to this specific warranty provision are limited to the repair or replacement of any
parts, software or machines when either the Ordering Agency or the Contractor determines that
the machines do not conform to the warranties stated herein.
The Contractor shall warrant the equipment and software to perform per the manufacturer's
specifications for a period of one year after acceptance. The Contractor shall furnish all
warranty services and parts for a period of one (1) year beginning on the first day of the
successful performance period at no cost to the Ordering Agency or the 9 -1 -1 Program,
provided that such maintenance service or parts are not required because of accident, neglect,
misuse, failure of electrical power or air conditioning, humidity control, or causes other than
ordinary use. Any such service required as a result of erroneous site preparation specifications
furnished by the Contractor or otherwise required due to the fault or negligence of the
Contractor, shall be provided by the Contractor at no additional charge. All replaced parts shall
be property of the Contractor. Prior to the expiration of the warranty period, whenever
equipment is shipped for mechanical replacement purposes, the Contractor shall bear all costs
for such shipment including, but not limited to, costs of packing, transportation, rigging,
drayage and insurance. The warranty shall apply to the replacement machine beginning on the
first day of the successful period for the replacement machine.
For one (1) year, beginning on the first day of the successful performance period stated in
Acceptance Testing herein, the Contractor warrants to the Ordering Agency that the machines
are free from defects in material and workmanship. Contractor's obligation with respect to
defects in the material and workmanship is limited to furnishing, on an exchange basis,
replacements for machine or parts which have been properly reported by the Ordering Agency
as having been, in its opinion, defective and are found by the Contractor upon inspection.
Service pursuant to this warranty will be furnished by the Contractor's nearest service location.
The Contractor shall have prompt access to the machine, subject to the Ordering Agency's
standard security requirements, to perform this service. There shall be no charge to travel
expense associated with services for which the Contractor is responsible under this warranty
provision.
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6. When a non - Contractor control program, a program not under the Contractor's control or
maintenance, is used by the Ordering Agency and as a result the Contractor's maintenance
diagnostic routines do not pinpoint the failure, the Ordering Agency shall pay for the time spent
by the Contractor in diagnosing the failure at the applicable per -call rate per man -hour then in
effect.
7. When the Contractor is called to perform remedial maintenance service on the equipment and
by mutual agreement it is determined that either no failure existed or that the service was
outside the scope of this warranty, the Ordering Agency shall pay for the travel expense and the
time spent by the Contractor at the applicable time and materials rates then in effect.
Unless otherwise mutually agreed upon, the Contractor shall not be required to adjust or repair
any machine or part thereof if it would be impractical for the Contractor personnel to do so
because of alterations made to the machine or part thereof by or on behalf of the Ordering
Agency. The Contractor shall be responsible for interfaces with plug compatible equipment
that is attached to the current controllers. Increased service pursuant to this warranty caused by
any alteration or attachment shall be paid for by the Ordering Agency at the applicable time and
materials rates as stated in the Price List, unless the Contractor elects not to apply such charge
on an individual occurrence basis.
9. Warranty service must be provided in the same manner as specified in this section, under
Maintenance. Maintenance Credit for Equipment Malfunction, above, shall also apply to
warranty services.
F. ACCEPTANCE TESTING AND CONTINUING STANDARDS OF PERFORMANCE
1. Acceptance Testing for Equipment (including Operating System Software)
a. Acceptance testing is intended to ensure that the equipment acquired operates in substantial
accord with the Manufacturer's technical specifications, is adequate to perform as warranted
by Contractor's response to the requirements of this Agreement and evidences a satisfactory
level of performance reliability, prior to its acceptance by the Ordering Agency. If the
equipment to be installed includes operating software as listed in the Purchase Order, such
operating software shall be present for the acceptance test unless substitute operating
software acceptable to the Ordering Agency is provided. Acceptance testing is required for
all newly installed technology systems, subsystems, and individual equipment, and
machines which are added or field modified (modification of a machine from one model to
another) after a successful performance period.
b. If a contractor does not have existing Maintenance Service Centers at the time of bid
proposal or at the time a Purchase Order is issued the Contractor shall establish a new
Maintenance Service Center(s) capable of meeting contract requirements. The Contractor
will have met the requirements for Maintenance Service Centers by the initiating the steps
listed in this Section, under Maintenance Service Centers, after receipt of Purchase Order.
Performing the steps listed will be a prerequisite to system acceptance.
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c. The Contractor shall certify in writing to the Ordering Agency, in accordance with Delivery
and Installation above, when equipment is installed and ready for use, at which time
operational control becomes the responsibility of the Ordering Agency. Acceptance testing
shall commence on a date and time mutually agreed upon by the Ordering Agency following
certification, and shall end when the equipment has met the standard of performance
(performance criteria) as provided below, for a period of 240 consecutive hours. Operation
of the equipment to confirm its proper installation shall be considered to be a part of the
acceptance test.
d. In the event the equipment does not meet the standard of performance during the initial 240
consecutive hours, the acceptance tests shall continue on a hour -to -hour basis until the
standards of performance are met for 240 consecutive hours. The acceptance testing period
shall not be delayed due to any ordering agency request to make a change within a system's
featured functionality, unless such change causes a system failure. Any problem that occurs
during the acceptance testing period that can be quickly remedied by making a change
within a system's featured functionality shall only delay the acceptance testing the amount
of time from when the problem was first reported to the Contractor and when system's
featured functionality adjustment has successfully remedied the problem. Failures during
acceptance testing period caused by sources outside to the Contractor's control during
testing, shall not be deemed as cause to delay the acceptance testing period.
e. If the equipment does not meet the standards of performance within ninety (90) consecutive
days after the start of the acceptance testing, the Ordering Agency shall have the option to
request replacement equipment, extend the performance period or terminate the order (or
portions thereof) and seek relief as provided by the Rights and Remedies of State for
Default provision in the contract. The Ordering Agency's option shall remain in effect until
such time as the equipment meets the performance criteria, or 180 consecutive days after the
start of the acceptance testing, whichever occurs first. If the equipment has not met the
standards of performance by 180 days after installation, the contract shall be canceled or the
defective equipment deleted from the contract whereupon the Ordering Agency may invoke
its rights under the Rights and Remedies of State for Default provision in the contract.
f. At the request of the Contractor, the Ordering Agency shall make available not only the
failed equipment, but also those machines which must be utilized by the Contractor to
identify the cause of failure and to accomplish the repair.
g. Equipment shall not be accepted by the Ordering Agency or 9 -1 -1 Program and no charges
associated with such equipment shall be paid by the Ordering Agency or 9 -1 -1 Program
until the equipment has satisfactorily completed the acceptance tests. In addition, if
required under the provision for software testing herein, no charges shall be paid until
specified Contractor - supplied software has been accepted by the Ordering Agency.
Immediately upon successful completion of the acceptance tests, the Ordering Agency shall
notify the Contractor in writing of acceptance of the equipment and authorize payment
following the last day of the successful 240 hour performance period. The Ordering Agency
shall maintain adequate daily records to satisfy the requirements of acceptance testing.
2. Acceptance Testing for Software (other than Operating System Software)
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a. Acceptance testing is required for all Contractor - supplied software supplied under this
contract, including all software initially installed, improved versions (new repurchases) of
this software, any such software which has been altered (modified) by the Contractor to
satisfy Ordering Agency requirements, and any substitute software provided by the
Contractor in lieu thereof, unless the otherwise provided herein. The purpose of the
acceptance test is to ensure that the software operates in substantial accord with the
Manufacturer's technical specifications and meets the Ordering Agency's performance
specifications. The specific procedures for the accomplishment of such tests are as stated
herein under Acceptance Testing Criteria.
b. When software has been provided and certified in accordance with Installation and
Delivery, the Ordering Agency shall begin acceptance testing on the first workday following
such certification, as provided in Acceptance Testing Criteria, below.
c. If successful completion of the acceptance test is not attained within ninety (90) consecutive
days after the start of the acceptance testing, the Ordering Agency shall have the option to
request substitute software, cancel that portion of the contract which relates to the
unaccepted software, or continue the acceptance tests. The Ordering Agency's option shall
remain in effect until such time as the tests are successfully performed, or 180 days after
certification, whichever occurs first. If the acceptance tests have not been successfully
performed prior to the expiration of 180 days, that portion of the contract which relates to
the unaccepted software shall be canceled, unless both parties agree to the continuation of
the tests or to the delivery of substitute software. If the unaccepted software (or its
functional equivalent) is crucial to the accomplishment of the work for which the equipment
was acquired, and is so identified in the Purchase Order, the Ordering Agency shall have the
option of terminating the entire contract in accordance with the Rights and Remedies of
State for Default provision in the contract.
d. Unless otherwise provided under Acceptance Testing Criteria, software shall not be
accepted by the Ordering Agency and no charges associated with such software shall be
paid by the Ordering Agency or the 9 -1 -1 Program until the software has satisfactorily
completed the acceptance tests.
e. Immediately upon successful completion of the acceptance testing, the Ordering Agency
shall notify the Contractor in writing of the acceptance of the software and authorize
appropriate payment. The Ordering Agency shall maintain adequate records to satisfy the
requirements of acceptance testing.
3. Acceptance Testing Criteria
a. The Contractor shall certify in the writing to the Ordering Agency when the Equipment is
installed and ready for use. The acceptance testing period (a period of 240 consecutive
hours) shall commence on a date and time mutually agreed upon by the Ordering Agency, at
which time operation control becomes the responsibility of the Ordering Agency. It is not
required that one 240 consecutive hour period expire in order for another acceptance testing
period to begin.
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b. If the equipment operates at an average level of effectiveness of ninety -eight percent (98 %)
or more for mechanical devices (printers) and ninety -nine (99 %) for all others, for a period
of 240 consecutive hours from the commencement date of the acceptance testing period, it
shall be deemed to have met the Ordering Agency's standard of performance for the
acceptance testing period. For acceptance testing purposes, the average effectiveness level
is a percentage figure determined by dividing the Schedule Operational Hours minus down
time by the Schedule Operational Hours. In addition, the equipment shall operate in at least
minimal conformance with the Manufacturer's official published specifications applicable
to such equipment on the date of this Agreement. The Contractor shall provide the
document containing published specifications applicable to each machine.
c. During the acceptance testing period, all the preventative maintenance time shall be
excluded from the acceptance testing period hours. Equipment failure down time shall be
measured by those intervals during the acceptance testing period between the time that the
Contractor is notified of the equipment failure and shall end when the equipment is returned
to the Ordering Agency in operating condition. During the acceptance testing period, if the
Contractor is notified that the system is not performing as intended, Contractor shall adhere
to the response time requirements specified in this Section , under Remedial Maintenance.
d. Equipment shall not be accepted by the Ordering Agency and no charges will be paid by
the Ordering Agency or the 9 -1 -1 Program until the standard performance is met.
e. When a system involves on -line machines which are remote to the basic installation, the
required effectiveness level shall apply separately to the system and to each remote
machine.
f. Upon the successful completion of the acceptance testing period, the Agency shall notify the
Contractor in writing of acceptance of equipment
g. If the equipment does not meet the standards of performance within ninety (90) consecutive
days after the start of the acceptance testing, the Ordering Agency shall have the option to
either require replacement equipment, or terminate the contract in accordance with the
termination rights under this Agreement, or delete the defective equipment from the contract
if individual machines fail to satisfactorily complete the acceptance tests, or extend the
performance period. The Ordering Agency's option shall remain in effect until such time as
the equipment meets the performance criteria, or 180 consecutive days after the start of the
acceptance testing, whichever occurs first. If the equipment has not met the standards of
performance by 180 days after installation, the affected order shall be canceled or the
defective equipment deleted from the affected order and the equipment shall be returned to
the Contractor, at the Contractor's expense. The Contractor will then be subject to the
default provisions contained herein.
h. The standard performance for acceptance testing is defined as the operation of equipment at
an average level of effectiveness of ninety -eight percent (98 %) or more for mechanical
devices (printers) and ninety -nine (99 %) for all others for a period of 240 consecutive hours.
i. Acceptance Testing for Equipment (including Operating Software)
Section II -Page 23 of 35
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(1) The average level of the equipment availability is a percentage figure computed by
dividing the total Schedule Operational Hours (SOH) minus down time (DT) by the
Schedule Operational Hours, as follows:
One - %Availability = SOH — DT x 100
SOH
(2) DT- Down Time, for acceptance testing purposes for equipment, is that period of time
when the equipment installed at any one location is incapable of performing all of the
functions for which the installation was intended (during SOH), due to a malfunction in
the equipment or its operating software, excluding all external factors. During a period
of system down time, all equipment which is part of the system shall be made available
to the Contractor to facilitate prompt repair of failed machines. During this time the
Ordering Agency may use operable equipment where such use does not interfere with
the Contractor's efforts to restore failed equipment to service and where Contractor's
permission for such use is given (such permission not to be reasonable denied). In the
event that the system is required by the Contractor for testing or exercising of failed
machines but is not made available by the Ordering Agency when requested, system
down time shall not accrue during the interval between the time of Contractor's request
and the time that the system is made available to the Contractor.
(3) During acceptance testing period, a minimum of 240 Scheduled Operational Hours with
productive or simulative work will be required as a basis for computation of the
effectiveness level of a system. However, in computing the effectiveness level, the
actual number of hours in operation will be required for the calculation. In scheduling
used during the acceptance testing period, the Ordering Agency shall schedule enough
hours to achieve the minimum 240 hours required
(4) When a system involves on -line machine which are remote to the basic installation
and /or interface equipment not necessarily remote and requires equipment, cables, wires,
etc., not supplied by the Contractor, the effectiveness level of the equipment supplied by
the Contractor shall be computed to exclude down time attributable to equipment,
cables, wires, etc., not supplied by the Contractor. The required effectiveness level shall
apply separately to a system and to each Contractor's supplied remote machine unless
the Ordering Agency and the Contractor agree otherwise.
(5) During the acceptance testing period, down time for each incident shall start from the
time the Ordering Agency notifies the Contractor's representatives or answering service
of the equipment failure and shall end when the equipment is returned to the Ordering
Agency in proper operating condition.
(6) During the acceptance testing period, the Contractor shall perform appropriate
preventative maintenance on the equipment, in accordance with the Maintenance
provisions herein, and such time shall be excluded from the level of effectiveness
computation.
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(7) If the Ordering Agency uses the equipment when the system or subsystem is down, as
Down -Time is defined above, use of the equipment shall be excluded from the level of
effectiveness computation, as will any down time resulting from equipment failure
during such use.
(8) Scheduled Operational Hours and down time shall be measured in hours and whole
minutes. If meters are used to record the time, the meter readings will be converted into
hours and whole minutes on a daily basis.
(9) The Ordering Agency shall maintain appropriate records to satisfy all requirements of
this section concerning acceptance testing.
j. Should it be necessary, the Ordering Agency may, upon fifteen (15) days prior written
notice to the Contractor, delay the start of the acceptance testing period, but such delay may
not exceed thirty (30) consecutive calendar days. If the acceptance testing period, for the
period between the installation date and the beginning of acceptance testing period, exceeds
30 days the Ordering Agency will pay to the Contractor an amount equal to the actual
expenses accrued by the Contractor that are a direct result of the delays by the Ordering
Agency. Expenses shall be documented and verified.
k. All maintenance service and parts shall be furnished by the Contractor without charge
during an unsuccessful period of acceptance testing on the same basis as set forth in herein
concerning Maintenance unless such maintenance service and parts are required as a result
of the fault or negligence of the Ordering Agency.
4. Continuing Standards of Performance Criteria
The Contractor agrees that subsequent to completion of the successful performance period and
acceptance of the equipment and software by the Ordering Agency, the availability and /or
performance requirements and criteria established herein will be met throughout the full term of
the Agreement.
a. Following completion of the successful acceptance testing period and acceptance of the
equipment by the Ordering Agency, the equipment must meet, on a continuing basis, a
prescribed level of availability. The availability levels are defined as:
(1) Percentage of scheduled worked hours.
The continuing Standards of Performance percentage availability level shall be
determined using the same method as that used to measure the operational use time
during the acceptance testing period. The prescribed availability level which must be
met is 98% for the mechanical devices (printers) and 99% for all the others. If the
prescribed availability level cannot be met, the Ordering Agency shall invoke the
remedies as described below.
(2) When the continuing Standards of Performance are not met, the Ordering Agency shall
invoke the following remedies:
Section II -Page 25 of 35
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i) For each one -half (1/2) percentage below the prescribed availability level prescribed
above, 1/601h of the corresponding monthly charge will be assessed for each hour
down (in excess of the down hours allowed by the prescribed availability level) as
liquidated damages for each affected machine. Such charge shall not exceed the
monthly charge for 30 calendar days in any 30 day period for said equipment and
may be deducted from any monies payable to the Contractor pursuant to this
contract. These remedies are not the same as those for late deliveries.
ii) These provisions will not apply if equipment failure is caused by alterations or
attachments not furnished by the Contractor and purchase charges shall continue
without interruption.
(3) Equipment Replacement and Contract Termination
i) If, during thirty consecutive day period following the successful acceptance testing
period, a machine or configuration of machines does not achieve the required
level(s) of availability, the Ordering Agency will notify the Contractor in writing
that the machine or configuration of machines has not met the required level of
effectiveness.
ii) If the Contractor fails to bring the machine or group of machines to the required
average availability level during the succeeding thirty consecutive days after mailing
of the notice, the Ordering Agency may require the Contractor to replace the
machine or group of machines failing to meet the performance standards. Each
replaced machine must also meet acceptance testing following installation as set
forth herein.
iii) In addition, if during the term of the total contract, three or more purchased
installations are terminated or purchased installations are replaced for failing to meet
this continuing standard of performance, the Ordering Agency may then terminate
the total contract for all installations. The Ordering Agency will pay no termination
charges if any portion of the contract is so terminated. This does not abridge the
Ordering Agency's rights under General Provisions section on Rights and Remedies
of State for Default.
5. Acceptance Testing of Software Criteria (other than Operating System Software)
Notwithstanding Section III, Information Technology Special Provisions, the following applies:
a. Immediately upon certification by the Contractor that programming aids, program products,
and applications listed in the Purchase Order have been delivered ready for Ordering
Agency use, in accordance with the provisions above, Acceptance Testing of Software, the
Ordering Agency shall test each such programming aid program product or application, in
accordance with the procedures outlined below.
Section II -Page 26 of 35
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b. Each installation site may perform a one -time test of such products to be assured that the
products perform in accordance with the Contractor's published specifications. Said
acceptance test(s) shall be mutually agreed to by both parties.
c. If the Contractor has written application programs, the Ordering Agency will provide test
data, and the Contractor will provide a test master for, and all output formats for such
programs. The Ordering Agency will process in input transactions against the master file
and produce the updated old and new master files to ensure that all transactions were
applied correctly. All outputs will be checked for accuracy, format, and quality, and the
programs will be accepted only when the Ordering Agency determines they conform to the
specifications to which they were written.
d. If successful completion of the acceptance test is not attained within ninety(90) days after
the start of the acceptance testing, the Ordering Agency shall have the option to request
substitute software, cancel that portion of the contract which relates to the unaccepted
software, or extend the performance period until such time of the tests are successfully
performed, or 180 days after certification, whichever occurs first.
If the acceptance tests have not been successfully performed prior to the expiration of 180
days, that portion of the contract which relates to the unacceptable software, shall be
canceled, unless both parties agree to the continuation of the tests or to the delivery of
substitute software. If the unacceptable software (or its functional equivalent) is crucial to
the accomplishment of the work for which the equipment was acquired, and is so identified
in the Purchase Order, the Ordering Agency shall have the option of terminating the
Purchase Order and seeking any available remedies under contract or law.
G. LIQUIDATED DAMAGES
1, General
The Installation Dates of the equipment set forth in the Purchase Order and the Delivery Dates
for software set forth in the Purchase Order have been fixed so that the utilization of the
equipment and software is consistent with the timing schedules of the Ordering Agency's
programs. If any of the units of equipment, with all required operating software, are not
installed within the times specified in the Purchase Order, and /or if any of the other software is
not delivered to the Ordering Agency within the time limits specified in the Purchase Order, the
delay will interfere with the proper implementation of the Ordering Agency's programs, to the
loss and damage of the Ordering Agency. From the nature of the case, it would be
impracticable and extremely difficult to fix the actual damages sustained in the event of any
such delay. The Ordering Agency and Contractor, therefore, presume that in the event of any
such delay the amount of damage which will be sustained by the Ordering Agency from a delay
will be the amounts set forth herein, and the Ordering Agency and the Contractor agree that in
the event of any such delay, the Contractor shall pay such amounts as liquidated damages and
not as a penalty. Similarly, a unilateral deferment by the Ordering Agency of equipment
installation without written notification 15 days in advance of the installation date or a delay in
readying the facility interferes with the installation schedule under which the Contractor is
operating, will result in damages to the Contractor. The Ordering Agency and Contractor
Section II -Page 27 of 35
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presume that in the event of such delay, the amount of damage which will be sustained by the
Contractor will be the amount set forth herein, and they agree that in the event of such a delay,
the Ordering Agency will pay such amount as liquidated damages and not as a penalty.
Amounts due the Ordering Agency as liquidated damages may be deducted by the Ordering
Agency or the State from any money payable to the Contractor. The Ordering Agency shall
notify the Contractor in writing of any claim for liquidated damages pursuant to this paragraph
on or before the date the State or Ordering Agency deducts such sums from money payable to
the Contractor.
2. Equipment Installation Delays Caused by the Contractor
a. If the Contractor does not install the equipment, (designated by the Contractor's type and
model number), and special features included with the equipment (or suitable substitutes
acceptable to the Ordering Agency), ready for use with all appropriate operating software,
all as listed in the Purchase Order, on or before the Installation Date(s) specified in the
Purchase Order, the Contractor shall be liable for fixed liquidated damages specified herein,
in lieu of all other damages for such non - installation. Liquidated damages shall accrue for
each calendar day between the Installation Date specified in the Purchase Order and the date
the equipment is certified ready for use or 180 calendar days, whichever occurs first.
b. If some, but not all of the machines are installed, ready for use, during a period of time
when liquidated damages are applicable, and the Ordering Agency uses any such installed
machines, liquidated damages shall not accrue against the machines used for any calendar
day the machines are so used.
c. If the delay is more than thirty (30) calendar days, then by written notice to the Contractor,
the Ordering Agency may terminate the right of the Contractor to install, and may obtain
substitute equipment, in accordance with the Rights and Remedies of the Ordering Agency
for Default provision in the contract. In this event, the Contractor shall also be liable for
liquidated damages, in the amounts specified herein until substitute equipment is installed,
ready for use, or for 180 days from the installation date, whichever occurs first.
3. Other Delivery Delays Caused by the Contractor
a. If the Contractor does not deliver all the programming aids, program products, and
applications (software) listed on the Purchase Order ready for use in substantial accordance
with the Contractor's specifications, on or before the Delivery Dates specified in the
Purchase Order, the Contractor shall be liable for liquidated damages in the amounts
specified herein, in lieu of all other damages for such non - delivery. Liquidated damages
shall accrue for each calendar day between the Delivery Date specified and the actual date
of the delivery of such software or for 180 days, whichever occurs first. If the Contractor
fails to provide the software listed in the Purchase Order by the specified Delivery Date, but
provides suitable substitution of software acceptable to the Ordering Agency, liquidated
damages shall not apply to listed software for which substituted software is provided.
b. If the Ordering Agency is unable to use the equipment on the installation date because
Contractor failed to deliver the software listed in the Purchase Order by the delivery date
Section 11 -Page 28 of 35
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specified in the Purchase Order, and Contractor does not furnish suitable substitute software
acceptable to the Ordering Agency, liquidated damages for equipment non - installation shall
be paid to the Ordering Agency in lieu of damages for software non - delivery. Such
liquidated damages shall apply until the Ordering Agency uses the equipment or until
Contractor provides the programming aids, program products, or applications which would
render the equipment usable, whichever occurs first, but not for more than 180 calendar
days.
4. Liquidated Damages Calculations
$150 /day per workstation
5. Installation or Delivery Delays Caused by the Ordering Agency
a. In the event the equipment cannot be installed because the Ordering Agency has failed to
prepare the facility by the Facility Readiness Date determined as stated herein, the Ordering
Agency shall be liable for fixed liquidated damages in the amount equal to 1/30`" of the
basic monthly maintenance charge of said equipment and software or $150, whichever is
greater, for each day between the Facility Readiness Date specified and the actual readiness
date, but not to exceed 180 calendar days, in lieu of all other damages for such delay.
Within any 30 -day period such payments shall not exceed the monthly maintenance charges.
b. In the event a change directed by the Ordering Agency requires a later installation date of
certain equipment and the Ordering Agency has failed to notify the Contractor of the delay
at least 15 days prior to the original Installation Date, the Ordering Agency shall be liable,
in lieu of all other damages, for liquidated damages as in a. above for each day between the
original Installation Date and the new Installation Date, but not to exceed 180 calendar days.
c. The Ordering Agency shall not be liable for liquidated damages under both a) and b) during
the same period of time with respect to the same equipment.
H. CONTRACT ADMINISTRATION
1. Use of Equipment and Basis for Payment
a. General
Equipment purchased under this contract may be operated at any time and for any length of
time at the convenience of the Ordering Agency, exclusive of time required for preventative
and remedial maintenance.
b. Use of Software and Basis for Payment
Each item of software which is proprietary in nature shall be licensed to the Ordering
Agency for its use in accordance with the provisions herein contained under Contract
Language, Information Technology Software Special Provisions. Except as may be
provided herein in Contract Language, the Ordering Agency shall have unrestricted use of
such software.
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2. Title to Equipment
3507
Title to equipment, accessories and devices purchased under this Agreement shall vest in the
Ordering Agency.
3. Sales Representation
Each Contractor shall provide sales representatives available five (5) working days a week for
the Ordering Agency to assist in the ordering of equipment and /or software. These sales
representatives must also assist in resolving any problems which may arise during the period of
the Agreement.
4. Invoice and Order Identification Process
a. Invoices shall be submitted as specified on the individual Purchase Orders as submitted to
the Contractor. The Contractor shall render invoices for total monthly maintenance charges
in the month following the month for which the charges accrue. Invoices to the State must
include, as a minimum, but may require additional information, those items listed in the
General Provisions, Item # 29. Payent for goods or services rendered outside the original
Statement of Work of a Purchase Order will require an amendment or another purchase
order.
b. The Contractor must provide within 30 days of contract award an invoicing methodology
for the manual ordering system. An electronic invoicing system may be provided within 60
days of contract award complying with the latest revision of ANSI (ASC) X.12 EDI
standards. The billing can be transmitted electronically; however, it will be at the option of
the Ordering Agency to determine if the electronically transmitted method or the manual
method is utilized.
c. Naming conventions for site identification and serial numbers will be provided in advance
to the Ordering Agency. These identifying conventions must be mutually acceptable to the
Ordering Agency and the Contractor. All invoices, shipping documents, etc., and the
installed equipment must use the same naming convention.
d. Invoices will be provided in a format acceptable to the Ordering Agency and mutually
agreed upon by the Contractor and the Ordering Agency.
Equipment accountability will be by model number, serial number, and physical location.
Additional methods of accountability will be mutually agreed upon by the Ordering Agency and
the Contractor and be made a part of the Contract.
The Contractor shall make every effort to reconcile incorrect invoices in a timely manner. This
should not exceed 30 days from notification by the Ordering Agency of the discrepancy. The
Ordering Agency and /or Ordering Agency may withhold payments of all invoices, issued as a
result of this agreement, until the discrepancies have been corrected.
Section II -Page 30 of 35
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The Contractor shall, in addition, make every effort to reflect relocations on invoices in a timely
manner. This should not exceed 30 days after receipt of the approved relocation document.
The Ordering Agency and /or Agency may withhold payments of all invoices until the
discrepancies have been corrected.
5. Invoices and Payments
a. Submission of Invoices
The Contractor shall render invoices to the name and address listed on the Purchase Order
for monthly charges and such additional charges as are applicable. Such invoices are not
due and payable , and do not constitute an obligation of the Ordering Agency, until the
services or products are provided and accepted.
b. Additional Charges
If extra charges are applicable, and /or if additional charges for maintenance outside the
Period of Maintenance Coverage are applicable, the Ordering Agency shall provide the
Contractor a purchase order to cover such charges. The order shall be issued on a timely
basis and be based on appropriate records which are subject to joint review by the Ordering
Agency and Contractor.
c. Payment
The promptness of payments shall be governed by Government Code 926.19 et seq.
d. Required Payment Date
When payment is due shall be governed by Government Code 927 et seq., as per General
Provisions section 30. When provision is made for a testing period preceding acceptance by
the Ordering Agency, date of acceptance shall mean the date the equipment and /or software
is accepted by the Ordering Agency during the specified testing period.
6. Subcontractors
If the Contractor chooses to use a subcontractor in fulfilling the requirements of the Agreement,
which is expected to receive more than 10% of the value of any order issued to that Contractor,
the subcontractor must certify in writing they will abide by the terms and conditions of this
Agreement in full. The Contractor shall submit in writing the name and address of any
proposed subcontractor and purpose of any such proposed subcontract.
7. News Releases
Any publications or news releases relating to a contract resulting from this RFP shall not be
made without prior written approval of the Department of General Services.
I. ORDER PROCESS
The following is an example of the ordering process that the State of California 911 Program may
use. These processes are subject to change at any time.
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1. Ordering Agency's and Contractors may be required to adhere to the following process to
obtain 9 -1 -1 funding and order equipment off the Master Purchase Agreement:
a. Ordering Agency management determines a need to upgrade or replace 9 -1 -1 equipment.
Ordering Agency writes a letter to the 9 -1 -1 Program justifying the necessity of the upgrade
or replacement. For budgeting purposes this request must be submitted to the 9 -1 -1
Program at least 12 months, and preferably 18 months, prior to desired installation date.
b. If funding is approved by the 9 -1 -1 Program, the 9 -1 -1 Program will calculate an allotment
amount that it will fund for the new system. The 9 -1 -1 Program will provide to the Ordering
Agency a signed TD280B Agreement, or latest version of the form, to Fund 9 -1 -1 Customer
Premises Equipment, committing 9 -1 -1 Program funding for the new system. The allotment
amount will be determined by the number of positions necessary to answer the 9 -1 -1 call
traffic and the amount of funding necessary to purchase a 9 -1 -1 system with a standard set
of features. Ordering Agencies will need to budget and pay for additional features and
equipment that won't be funded. Important: The 9 -1 -1 Program will use this contract to aid
in determing the appropriate allotment for each participating PSAP. If a PSAP Agency
decides to procure a system that costs more than the allotment provides, the PSAP must
budget and pay for any amount above the allotment price.
c. The Ordering Agency will be given a list of Contractors and systems that are on the Master
Purchase Contract. Ordering Agencies will be highly encouraged to thoroughly examine the
approved systems to determine which system will most closely meet their needs. The
Ordering Agency will also be encouraged to meet with the different approved Contractors
and evaluate which Contractor would best support the needs of the Ordering Agency.
Ordering Agencies are encouraged to consider any additional discounts that may be offered
by a supplier for their particular installation.
d. Upon selection of a Contractor and a 9 -1 -1 system the Contractor will thoroughly document
the operational needs of the Ordering Agency and produce a Statement of Work. The PSAP
Agency will provide a Purchase Order, which will outline all deliverables and costs
associated with the installation. After the Statement of Work and the Purchase Order is
reviewed by the Ordering Agency both will be forwarded to the 9 -1 -1 Program for review
and approval. Note: The Purchase Order should not be signed by the Ordering Agency until
after the 9 -1 -1 Program has reviewed it for accuracy.
e. After the Ordering Agency and the Contractor receive an approved Statement of Work and
Purchase Order from the 9 -1 -1 Program the Ordering Agency will sign the Purchase Order
form authorizing the Contractor to order equipment and begin the installation process. Note:
The 9 -1 -1 Program does not sign the Purchase Order. When an Agency issues a purchase
order with attached signed Statement of Work to Contractor it constitutes a cooperative
agreement between the local agency and the Contractor to abide by the terms and conditions
of this contract. The Local Agency will own the equipment it purchases unless stipulated
otherwise.
f. If any changes are made to the Statement of Work after work commences these changes
must be submitted on a revised Statement of Work and Purchase Order for approval by the
Section lI -Page 32 of 35
Addendum #3
3507 - - l
RFP DGS -0026
Ordering Agency prior to commencement of work. PSAP Agencies must request approval
to fund any changes prior to their installation. Once work has been completed the Contractor
will provide to the 9 -1 -1 Program final copies of the Statement of Work and the Purchase
Order.
g. When the 9 -1 -1 system has passed the acceptance testing period the Ordering Agency will
sign a 9 -1 -1 Service and Equipment System Acceptance and Authorization Form and submit
it to the 9 -1 -1 Program. Once this form has been signed and copies forwarded to the
Contractor and the 9 -1 -1 Program Office the Ordering Agency will be reimbursed for the
amounts approved.
J. Project Management Structure
For each installation of a 9 -1 -1 system the Contractor shall assign a Project Manager. The
Project Manager shall be the single point of contact between the Contractor and the Ordering
Agency before and during installation. The Project Manager will be responsible for
coordinating with the Ordering Agency all aspects of the installation including, but not limited
to, project scheduling, installation of equipment, training, problem resolution, contractual and
technical issues and answering any questions the Ordering Agency may have.
K. Statement Of Work
NOTWITHSTANDING THE CONTRARY IN GENERAL PROVISION #11, ORDER OF
PRECEDENCE, THE SPECIFICATIONS AND STATEMENT OF WORK IN ANY
ORDERING AGENCY PURCHASE ORDER ISSUED UNDER THE AUTHORITY OF THIS
AGREEMENT SHALL NOT HAVE PRECEDENCE OVER ANY PROVISION OR
CONDITION OF THIS AGREEMENT.
Every installation of 9 -1 -1 equipment is different due to the unique needs of each Ordering
Agency. Therefore, prior to the commencement of any installation of a 9 -1 -1 system a
Statement of Work detailing all deliverables must be completed by the contractor, and a
Purchase Order form with all associated cost must be completed by Ordering Agency, both will
be reviewed by the Ordering Agency, and forwarded to the 9 -1 -1 Program for review and
approval. If the Ordering Agency request changes to the installation after the Statement of Work
has been approved by all parties the Contractor shall modify the Statement of Work and the
Ordering Agency shall modify the Purchase Order and the Contractor will be compensated for
any additional equipment and services requested by the Ordering Agency. Any changes made
without prior written approval by the 9 -1 -1 Program may not be funded. The statement of work
shall include:
a. Detailed contact list information, including telephone, pager and FAX telephone numbers,
e -mail addresses and names for project manager, installation technician, sales representative
and Ordering Agency representatives.
b. Detailed floor plans showing the location of all installed equipment
Section II -Page 33 of 35
Addendum #3
3507 - ,'I
RFP DGS -0026
c. List and specifications of all facility modifications and who will be responsible for
completing them.
d. On a purchase order form, a list detailing cost, quantity, make and model, of all hardware,
installed software and version(s), training and installation.
e. List of previously installed equipment that will be integrated /interfaced with the new system
including cost and specifications for any modifications necessary to integrate /interface all
systems
f. Quantity, type, and programming of phone lines that will be connected to the system.
g. Complete programming specifications showing the programming of each
telephone /intelligent workstation, system speed dial numbers, Agent Profiles, Supervisor
Profiles, ACD programming and any other adjustable software parameter necessary to meet
the specific needs of a Ordering Agency. All required feature functionality within the
programming of a system must be present in the Statement of Work.
h. A Contractor must identify in the Statement of Work (Required before a Purchase Order is
issued) the type of maintenance response being provided (On -site or Remote /On- site). For a
Contractor offering On -site or Remote /On -site response the contractor must list in the
Statement of Work the City, Maintenance Service Center telephone number and training or
certifications of maintenance personnel (No less than 2 must be able to respond) at each
Maintenance Service Center able to respond to a PSAP site in the times required in this
section, under Remedial Maintenance.
i. Installation schedule including Equipment Order Date, Equipment Delivery Date, Facilities
Readiness Date (Date installation begins), Installation Date (Date Contractor certifies
equipment ready for use), Training Date and System In -Use Date. Changes to the Purchase
Order may be cause for delays in one or more of the above dates.
L. Connection Points for Central Processor Evaluation Equipment
If requested by the Ordering Agency, the Contractor agrees to identify, on all items of
equipment supplied under this contract, all appropriate test points for connecting one of the
commercially available hardware monitors designed to measure system activity. The Ordering
Agency agrees that it will not attempt to connect such device until the Contractor agrees that
such a connection will not damage the equipment.
M. Interface to Existing Equipment
To meet operational needs of the PSAP, the Contractor shall make a reasonable effort, such
effort not to be unreasonably withheld, to provide expertise, technical assistance, time and
materials to develop applications that will allow the 9 -1 -1 system to interface with other
installed systems. Due to the nature and complexity of these applications, cost and
specifications for each application must be developed and provided on a case by case basis prior
to installation .
Section I1 -Page 34 of 35
Addendum #3
3507•,
RFP DGS -0026
N. Software Customization and Configuration
Contractor shall provide to each Ordering Agency, software customization and configuration
support for control units and devices acquired under this Agreement. Software customization is
software which defines the operating parameters desired by the Ordering Agency for the
applicable control unit. This includes newly acquired control units as well as changes to
existing control units that were acquired under this Agreement.
Section II -Page 35 of 35
Addendum #3
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3507
State of California California 9 -1 -1 Emergency Communications Office
COMMITMENT TO FUND 9 -1 -1 EQUIPMENT AND SERVICES
TD -288 (Rev. 06/02)
Public Agency:
El Segundo Police Department
Contractor Name:
SBC
Address:
348 Main Street
Mailing Address:
2655 E. Avenue Q
City, State, Zip:
El Segundo, CA 90245 -3885
City, State, Zip
Palmdale, CA 93550
PSAP Manager:
Max Phillips
Representative:
Stephen Fryer
E -mail Address:
mohigosl(W- elaggg do.org
E -Mail Address:
stephne.fryer(@sbc.com
Phone Number:
310 - 524 -2299
Phone Number:
888 - 440 -9911
Fax Number:
310 - 640 -2532
Fax Number:
661 - 269 -1397
Type of Funding Request:
( ) Telephone System
(X) E9 -1 -1 System
( ) E9 -1 -1 Phone Lines
() 7 -Digit Phone Lines
() 9 -1 -1 Education
() Alternate Answer
() ALI Retrieval Circuit
() Training
( ) County Coordinator Expense Other:
Description of Equipment and services to be funded: SBC to provide a six- position Vesta upgrade, re- certified WARS
ANI /ALI controller under State tracking number 5194. Installation shall be in accordance with the terms
and conditions of DGS -0026
Purchase /Service Information: Contractor must provide (below or on attachment): Equipment or service description,
quantity, part number, unit cost, installation cost, monthly cost, tax and total cost.
Description Quantity Service/ Unit Cost Installation Monthly Total Recurring Total Non -
p y Eqmt. ID# Cost Cost Recurring Cost
Vesta System 1 61,373.53 12,310.58 - 73,684.11
Maintenance 48 months 48 1,142.36 54,833.28 -
MAINTENANCE ROUNDING 1 0.36 0.36 -
Subtotal 54,833.64 73,684.11
Tax and Surcharge
Total 128,517.75
11001; 111
Amount of State 9 -1 -1 Program Funds committed: 128,517.75 Fiscal Year: 2005/2006
All invoices shall refer to tracking number: 5194 Account Name: 19 EL SEGUNDO PD EQ PB
The State's monetary obligation under this agreement in subsequent fiscal years is subject to and contingent upon
availability of funds. The Commitment to Fund does not constitute a binding purchase order agreement. If
applicable, a purchase order must be provided to the contractor by the ordering agency.
ECO E F R PROV BY Telephone Number AP ROyED BY Date
DAVID F. SANCHEZ (916) 657 -9177 p 0 N eCRESC NZO