HomeMy WebLinkAboutAGENDA REPORT 2016 0302 CCSA REG ITEM 10H ITEM 10.11.
CI?Y OF MOORPARK.CALIFORNIA
City Council Meeting
MOORPARK CITY COUNCIL of .3 1z2-oZOi,G
AGENDA REPORT ACTION:L 4tn,J (24"Pia "AA . /404 —i✓85
TO: Honorable City Council By' ett
FROM: Atanas Beltchev, Information Systems Manager
Brian Chong, Administrative Services Managerf—
DATE: February 22, 2016 (CC Meeting of 3/2/16)
SUBJECT: Consider Agreement with Digital Telecommunications Corporation
for Emergency Operations Center Telephone System Replacement,
Citywide Telephone Systems Service and Maintenance, and
Communications Cabling, Networking, Installation, and Software
Services; and Consider Resolution Amending the FY 2015/16 Budget
to Transfer Funding for the Emergency Operations Center Telephone
System Replacement from the Equipment Replacement Fund's
(4003) Public Safety Budget (9200) to the Fund's Information
Systems Budget (3120)
BACKGROUND AND DISCUSSION
Emergency Operations Center Telephone System
The telephone system that currently serves the City's Emergency Operations Center
(EOC) and the Ventura County Sheriffs Office operations in the City's Police Services
Center (PSC) has reached its end of life and is no longer supported by the
manufacturer. Parts, add-on components, and licenses are no longer available for
purchase and/or replacement, and support for the system is currently provided only by
the City's maintenance and support contractor; therefore, a system replacement is now
warranted. Although the existing City telephone system was installed in the PSC at the
time of initial occupancy, the lease agreement between the City and the County of
Ventura requires the County to provide, install, and maintain all communications
equipment and computers.
Staff has consulted with the Ventura County Sheriffs Office regarding options to replace
the PSC telephone system. The City and Sheriffs Office staffs both agreed that each
should have an independent telephone system in the building. Maintaining separate
systems offers several benefits to both parties, including:
• Prevents the storage of the Sheriffs Office telephonic data (such as voice
mails) from being stored on City-owned servers, thus ensuring the Sheriffs
Office has complete custody over its records;
241
Honorable City Council
March 2, 2016 Regular Meeting
Page 2
• Reduces City staff costs by eliminating City support of Sheriffs Office
telephone lines, the need to bill the Sheriff's Office for its telephone usage, and
the need to retrieve records from the telephone system; and
• Enables the EOC telephone system and the City Hall telephone system to
serve as backups for each other, so City phones would remain functional if
one system were to fail (such as during an emergency).
For emergency purposes, both the City and the Sheriffs Office have also agreed to
provide a single phone line for the other's use. Under this arrangement, for example, if
the Sheriffs Office phone system is damaged during an earthquake, the Sheriff's Office
could still receive phone calls on their main phone line using the City's EOC telephone
system, and vice versa. The Sheriff's Office anticipates that implementation of their new
phone system may take several months to implement through County General Services,
and the City will continue their current phone system in the interim, and the Sheriff's
Office will be billed for their share of the costs consistent with their lease agreement for
the PSC.
In Fiscal Year 2015/16, the City Council budgeted $20,500 for the telephone system
upgrade in the Public Safety budget. However, insofar as the replacement system will
no longer be serving the Sheriffs Office, staff recommends that the funding be
transferred within the Equipment Replacement Fund (4003) from the Public Safety
budget to the Information Systems budget. This transfer of funding would not affect
total appropriations or any fund balance; the transfer would place the expenditures in
the appropriate division.
Staff solicited a bid for the replacement telephone system from Digital
Telecommunications Corporation, who installed and currently maintains the City's other
telephone systems. By keeping a standardized system, the City will enable the EOC
and City Hall telephone systems to serve as backups for each other if one of the
systems were to fail (such as during an emergency). The quote for hardware,
installation, and first year support of the EOC telephone system replacement is
$11,585.53, which is within the amount budgeted for Fiscal Year 2015/16.
Service and Maintenance Agreement for Citywide Telephone Systems
In 2008, the City Manager executed a Service and Maintenance Agreement with Digital
Telecommunications Corporation for ongoing maintenance and support of the City's
telephone systems. The agreement is approaching the limit of the City Manager's
purchasing authority, so City Council approval of a new agreement is necessary for
continued support and maintenance.
242
Honorable City Council
March 2, 2016 Regular Meeting
Page 3
The draft five-year agreement covers parts and labor for repair of the Citywide
telephone systems, as well as software maintenance and updates required by the
telephone systems' manufacturer at City Hall, the Arroyo Vista Recreation Center, the
Moorpark Library, Public Works Facility, Police Services Center, and Emergency
Operations Center at a cost of $47,536. Over the five-year term of the agreement,
annual costs to the City will range from a low of approximately $7,932 to a peak of
$10,099. Cost increases are the result of no charges for the new Emergency
Operations Center telephone system for the first year (covered under warranty with
purchase of a new system) and the aging of the City's other existing telephone systems.
As the systems age, service calls and repairs will increase, resulting in increased costs.
It should be noted that City staff is currently exploring options to replace other aging
telephone systems, which would result in decreased service and maintenance costs
when the improvements are implemented. For example, staff is planning to replace the
Library phones during the current fiscal year. The draft agreement contains provisions
for increasing or decreasing the value of the agreement as the City adds or subtracts
lines telephone lines and equipment during the term of the agreement.
Blanket Agreement for Communications Cabling, Networking, Installation, and Software
Services
From time to time, the City hires a consultant to maintain and expand the City's
technology and telecommunications infrastructure through physical installation of cables
and equipment, as well as software purchase and configuration. Currently, staff must
negotiate individual agreements with prospective consultants on a case-by-case basis
when such services are required. Having a blanket agreement for these services in
place offers several benefits to the City, particularly during emergency situations.
First, hiring a consultant will be faster because it eliminates the need to obtain bids and
negotiate an agreement with a prospective consultant whenever the City requires such
services. The City's agreement process usually takes more than one week from the
time the agreement is drafted until it is executed, as terms are negotiated and
consultants obtain the necessary insurance coverage. For communications services,
timing is especially important, as damage to, or failure of, cabling or software systems
can bring down the City's technology and/or communications infrastructure until repairs
are made.
Second, the City can fix the pricing for labor costs throughout the duration of the
agreement, thus circumventing the potential for inflated pricing during an emergency or
increased labor costs in general.
Staff is recommending a blanket agreement with Digital Telecommunications
Corporation to provide communications cabling, networking, installation, and software
services for the same five-year duration as its Service and Maintenance Agreement,
243
Honorable City Council
March 2, 2016 Regular Meeting
Page 4
with a not-to-exceed amount of $50,000 over the five-year term. As a blanket
agreement, however, the City will only pay for any services actually requested. The
draft agreement does not commit the City to purchasing any services, and the City will
not pay anything under this agreement if no services are utilized.
FISCAL IMPACT
Digital Telecommunication Corporation's total proposal is for $109,121.53. The cost of
three components of the draft agreement is summarized below.
Emergency Operations Center Telephone System $11,585.53
Five-Year Service and Maintenance Agreement $47,536.00
Five-Year Blanket Agreement for Other Services $50,000.00
Total $109,121.53
The Emergency Operations Center telephone system replacement will be paid for with
$20,500 from the Equipment Replacement Fund (4003) included in the FY 2015/16
Budget, although a budget transfer from the Public Safety budget to the Information
Systems budget is required as described above. The Service and Maintenance
Agreement will be initially paid for with $7,932 from the Internal Services Fund (0100)
included in the FY 2015/16 Budget and other savings in the fund's "Contractual
Services" line item. Having a five-year blanket agreement for communications cabling,
networking, installation, and software services will have no fiscal impact, as funds will
only be expended when otherwise appropriated by the City Council. A funding source
for any services purchased through the agreement will be identified at the time of
appropriation.
STAFF RECOMMENDATION ROLL CALL VOTE
1. Adopt Resolution No. 2016- ; and
2. Approve agreement with Digital Telecommunications Corporation, and authorize
the City Manager to execute the Agreement in the amount of $109,121.53,
subject to final language approval by the City Manager.
Attachment 1: Resolution No. 2016-
Attachment 2: Draft Agreement
• 244
ATTACHMENT 1
RESOLUTION NO. 2016-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, AMENDING THE FISCAL
YEAR 2015/16 BUDGET TO TRANSFER
APPROPRIATIONS IN THE EQUIPMENT REPLACEMENT
FUND (4003) PUBLIC SAFETY BUDGET (9200) TO THE
EQUIPMENT REPLACEMENT FUND INFORMATION
SYSTEMS BUDGET (3120)
WHEREAS, on June 17, 2015, the City Council adopted the Operating and
Capital Improvement Budget for Fiscal Year 2015/16, including $20,500 in
appropriations in the Equipment Replacement Fund (4003) Public Safety budget (9200)
for the City's Emergency Operations Center telephone replacement project; and
WHEREAS, a staff report has been presented to the City Council discussing that
the City and Ventura County Sheriffs Office have mutually agreed to install and
maintain separate telephone systems for the City's Emergency Operations Center and
the Ventura County Sheriffs Office operations at the Moorpark Police Services Center,
and that the scope of the telephone system replacement project should be budgeted in
the Equipment Replacement Fund's (4003) Information Systems budget (3120) instead
of the Public Safety budget (9200); and
WHEREAS, a budget line item transfer of $20,500 in expenditures for the
Emergency Operations Center telephone replacement project from the Equipment
Replacement Fund's (4003) Public Safety budget (9200) to the Information Systems
budget (3120) is requested; and
WHEREAS, Exhibit "A," attached hereto, describes said budget transfer and its
resultant impact to the budget line items; and
WHEREAS, Resolution No. 2015-3408 requires City Council approval of
appropriation transfers across City departments.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. A budget amendment to transfer $20,500 in appropriations in
the Equipment Replacement Fund (4003) for the Emergency Operations Center
telephone replacement project from the Public Safety budget (9200) to the Information
Systems budget (3120), as more particularly described in Exhibit "A," attached hereto, is
hereby approved.
245
Resolution No. 2016-
Page 2
SECTION 2. The City Clerk shall certify to the adoption of this resolution and
shall cause a certified resolution to be filed in the book of original resolutions.
PASSED AND ADOPTED this 2nd day of March 2016.
Janice S. Parvin, Mayor
ATTEST:
Maureen Benson, City Clerk
ATTACHMENT A— BUDGET AMENDMENT
246
Resolution No. 2016-
Page 3
EXHIBIT A
BUDGET AMENDMENT FOR
EQUIPMENT REPLACEMENT FUND
EMERGENCY OPERATIONS CENTER TELEPHONE REPLACEMENT PROJECT
FY 2015/16
FUND BALANCE ALLOCATION:
Fund Title Fund-Account Number Amount
Equipment Replacement Fund 4003-5500 $0.00
Total $0.00
EXPENDITURE APPROPRIATION:
Account Number Current Budget Revision Amended Budget
4003-9200-0000-9503 $ 20,500.00 $ (20,500.00) $0.00
4003-3120-0000-9503 $ - $ 20,500.00 $ 20,500.00
$ - $ - $
$ - $ - $
$ - $ - $
Total $ 20,500.00 $ - $ 20,500.00
Finance Approval: /_- (2 - / �-
247
ATTACHMENT 2
AGREEMENT BETWEEN THE CITY OF MOORPARK AND
DIGITAL TELECOMMUNICATIONS CORPORATION, DBA DTC, FOR EMERGENCY
OPERATIONS CENTER TELEPHONE SYSTEM REPLACEMENT, CITYWIDE
TELEPHONE SYSTEMS SERVICE AND MAINTENANCE, AND COMMUNICATIONS
CABLING, NETWORKING, INSTALLATION, AND SOFTWARE SERVICES
THIS AGREEMENT is made and effective as of this day of
2016, between the City of Moorpark, a municipal
corporation ("City") and Digital Telecommunications Corporation, a corporation
("Consultant"). In consideration of the mutual covenants and conditions set forth herein,
the parties agree as follows:
WHEREAS, City has the need for replacement of a telephone system at its
Emergency Operations Center, service and maintenance of its Citywide telephone
systems, and communications cabling, networking, installation, and software services;
and
WHEREAS, Consultant specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
WHEREAS, Consultant has submitted to City Proposals for Emergency
Operations Center telephone system replacement, Citywide telephone systems service
and maintenance, and communications cabling, networking, installation, and software
services, which are attached hereto as Exhibits B, C, and D, respectively.
NOW, THEREFORE, in consideration of the mutual covenants, benefits, and
premises herein stated, the parties hereto agree as follows:
1. TERM
The term of this Agreement shall be from the date of execution through
December 31, 2020, or when the work identified in the Scope of Services and in
conformance with Exhibits B, C, and D is completed, whichever date is later, unless this
Agreement is terminated or suspended pursuant to this Agreement.
2. SCOPE OF SERVICES
City does hereby retain Consultant, as an independent contractor, in a
contractual capacity to replace the Emergency Operations Center telephone system
and integrate it with the City's existing main telephone system located at City Hall, as
set forth in Exhibit B, for a total not to exceed amount of eleven thousand eight five
hundred eight-five dollars and fifty-three cents ($11,585.53). Consultant is also retained
in a contractual capacity to provide service and maintenance of Citywide telephone
systems, as set forth in Exhibit C, for a total not to exceed forty-seven thousand five
hundred thirty-six dollars ($47,536.00), notwithstanding that City may elect to cancel
certain coverage items by providing thirty (30) days notice. Consultant is also retained
248
in a contractual capacity to provide communications cabling, networking, installation,
and software services as set forth in Exhibit D, when such services are approved in
writing by City and Consultant as an Additional Services Authorization or an amendment
to the Agreement, for a total not to exceed fifty thousand dollars ($50,000.00). In the
event there is a conflict between the provisions of Exhibits B, C, and/or D and this
Agreement, the language contained in this Agreement shall take precedence.
Consultant shall perform the scope of services described and set forth in Exhibits
B, C, and D. For the work to be performed as set forth in Exhibit B, City and Consultant
shall agree in writing to the schedule of performance prior to the initiation of work. For
the maintenance services to be performed as set forth in Exhibit C, the schedule of
performance shall be as also set forth in Exhibit C. For the scope of services to be
performed as set forth in Exhibit D, the schedule of performance shall be included in
Additional Services Authorizations or amendments to the Agreement, as required by
City, and approved in writing by both parties consistent with this Agreement and prior to
the initiation of work.
Compensation for the services to be performed by Consultant shall be in
accordance with Exhibits B, C, and D. Compensation shall not exceed the rates or total
contract value of one hundred and nine thousand one hundred and twenty-one dollars
and fifty-three cents ($109,121.53), as stated in Exhibits B, C, and D, without a written
amendment to the Agreement executed by both parties. Payment by City to Consultant
shall be in accordance with the provisions of this Agreement.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of their ability,
experience, standard of care, and talent, perform all tasks described herein. Consultant ,
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing similar services as are required of Consultant hereunder
in meeting its obligations under this Agreement.
4. MANAGEMENT
The individual directly responsible for Consultant's overall performance of the
Agreement provisions herein above set forth and to serve as principal liaison between
City and Consultant shall be Mike Tedesco, and no other individual may be substituted
without the prior written approval of the City Manager.
The City's contact person in charge of administration of this Agreement, and to
serve as principal liaison between Consultant and City, shall be the City Manager or the
City Manager's designee.
5. PAYMENT
Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form,
before payments may be made to vendors.
Digital Telecommunications Corporation Page 2 of 27 249
The City agrees to pay Consultant to replace the Emergency Operations Center
telephone system and integrate it with the City's existing main telephone system located
at City Hall, in accordance with the payment rates and terms and the schedule of
payment as set forth in Exhibit B. This amount shall not exceed eleven thousand five
hundred eighty-five dollars and fifty-one cents ($11,585.53) for the total term of the
Agreement unless additional payment is approved as provided in this Agreement.
The City agrees to pay Consultant for service and maintenance of Citywide
telephone systems in accordance with the payment rates and terms and the schedule of
payment as set forth in Exhibit C, notwithstanding that City may elect to cancel certain
coverage items, including for listed City facilities, by providing thirty (30) days notice.
The total amount for service and maintenance consistent with Exhibit C shall not exceed
forty-seven thousand five hundred thirty-six dollars ($47,536.00) for the total term of the
Agreement unless additional payment is approved as provided in this Agreement.
The City agrees to pay Consultant for communications cabling, networking,
installation, and software services as requested by the City, and approved in writing by
City and Consultant, in accordance with the payment rates and terms and the schedule
of payment as set forth in Exhibit D, based upon actual time spent on the approved
tasks. The total amount for services requested and performed consistent with Exhibit D
shall not exceed fifty thousand dollars ($50,000.00) for the total term of the Agreement
unless additional payment is approved as provided in this Agreement.
Consultant shall not be compensated for additional services rendered in
connection with its performance of this Agreement, unless such additional services and
compensation are authorized, in advance, in a written amendment to the agreement or
as may be approved through Additional Services Authorizations executed by both
parties for additional services to be performed in accordance with Exhibit D. Any
additional work to be performed by Consultant that exceeds the total value of this
Agreement will require additional authorization from the City Council.
Consultant shall submit invoices monthly for actual services performed. Invoices
shall be submitted on or about the first business day of each month, or as soon
thereafter as practical, for services provided in the previous month. Payment shall be
made within thirty (30) days of receipt of each invoice as to all non-disputed fees. Any
expense or reimbursable cost appearing on any invoice shall be accompanied by a
receipt or other documentation subject to approval of the City Manager. If the City
disputes any of Consultant's fees or expenses it shall give written notice to Consultant
within thirty (30) days of receipt of any disputed fees set forth on the invoice.
Digital Telecommunications Corporation Page 3 of 27 250
6. TERMINATION OR SUSPENSION WITHOUT CAUSE
The City may at any time, for any reason, with or without cause, suspend or
terminate this Agreement, or any portion hereof, by serving upon the Consultant at least
thirty (30) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
The Consultant may terminate this Agreement only by providing City with written
notice no less than sixty (60) days in advance of such termination.
In the event this Agreement is terminated or suspended pursuant to this Section,
the City shall pay to Consultant the actual value of the work performed up to the time of
termination or suspension, provided that the work performed is of value to the City.
Upon termination or suspension of the Agreement pursuant to this Section, the
Consultant will submit an invoice to the City pursuant to this Agreement.
7. DEFAULT OF CONSULTANT
The Consultant's failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Consultant is in default for cause under the terms
of this Agreement, City shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate or
suspend this Agreement immediately by written notice to the Consultant. If such failure
by the Consultant to make progress in the performance of work hereunder arises out of
causes beyond the Consultant's control, and without fault or negligence of the
Consultant, it shall not be considered a default.
If the City Manager or the City Manager's designee determines that the
Consultant is in default in the performance of any of the terms or conditions of this
Agreement, designee shall cause to be served upon the Consultant a written notice of
the default. The Consultant shall have ten (10) days after service upon it of said notice
in which to cure the default by rendering a satisfactory performance. In the event that
the Consultant fails to cure its default within such period of time, the City shall have the
right, notwithstanding any other provision of this Agreement, to terminate this
Agreement without further notice and without prejudice to any other remedy to which it
may be entitled at law, in equity or under this Agreement.
8. LIQUIDATED DAMAGES
[This section intentionally deleted.]
9. OWNERSHIP OF DOCUMENTS
Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by City that relate to the
performance of services under this Agreement. Consultant shall maintain adequate
Digital Telecommunications Corporation Page 4 of 27 2 51
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Consultant shall provide
free access to the representatives of City or the City's designees at reasonable times to
such books and records; shall give the City the right to examine and audit said books
and records; shall permit City to make transcripts therefrom as necessary; and shall
allow inspection of all work, data, documents, proceedings, and activities related to this
Agreement. Notification of audit shall be provided at least thirty (30) days before any
such audit is conducted. Such records, together with supporting documents, shall be
maintained for a period of ten (10) years after receipt of final payment.
Upon completion of, or in the event of termination or suspension without cause of
this Agreement, all original documents, designs, drawings, maps, models, computer
files, surveys, notes, and other documents prepared in the course of providing the
services to be performed pursuant to this Agreement shall become the sole property of
the City and may be used, reused, or otherwise disposed of by the City without the
permission of the Consultant. With respect to computer files, Consultant shall make
available to the City, at the Consultant's office and upon reasonable written request by
the City, the necessary computer software and hardware for purposes of accessing,
compiling, transferring, and printing computer files.
10. INDEMNIFICATION AND HOLD HARMLESS
Consultant shall indemnify, defend and hold harmless City, and any and all of its
officers, employees, and agents ("City Indemnitees") from and against any and all
causes of action, claims, liabilities, obligations, judgments, or damages, including
reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the
Consultant's performance of its obligations under this Agreement or out of the
operations conducted by Consultant, including the City's active or passive negligence,
except for such loss or damage arising from the sole negligence or willful misconduct of
the City. In the event the City Indemnitees are made a party to any action, lawsuit, or
other adversarial proceeding arising from Consultant's performance of this Agreement,
the Consultant shall provide a defense to the City Indemnitees or at the City's option
reimburse the City Indemnitees their costs of defense, including reasonable legal
counsels' fees incurred in defense of such claims.
Consultant agrees to obtain executed indemnity agreements with provisions
identical to those set forth in this Section from each and every subconsultant, or any
other person or entity involved by, for, with, or on behalf of Consultant in the
performance of this Agreement. In the event Consultant fails to obtain such indemnity
obligations from others as required here, Consultant agrees to be fully responsible
according to the terms of this Section. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder. This obligation to indemnify and defend City as set forth
here is binding on the successors, assigns, or heirs of Consultant and shall survive the
termination of this Agreement or this Section.
Digital Telecommunications Corporation Page 5 of 27 252
City does not and shall not waive any rights that it may have against Consultant
by reason of this Section, because of the acceptance by City, or the deposit with City, of
any insurance policy or certificate required pursuant to this Agreement. The hold
harmless and indemnification provisions shall apply regardless of whether or not said
insurance policies are determined to be applicable to any losses, liabilities, damages,
costs, and expenses described in this Section.
11. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit A attached hereto and
incorporated herein by this reference as though set forth in full.
12. INDEPENDENT CONSULTANT
Consultant is and shall at all times remain as to the City a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Consultant shall at all times be under Consultant's exclusive direction and control.
Neither City nor any of its officers, employees, or agents shall have control over the
conduct of Consultant or any of Consultant's officers, employees, or agents, except as
set forth in this Agreement. Consultant shall not at any time or in any manner represent
that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the City. Consultant shall not incur or have the power to incur
any debt, obligation, or liability against City, or bind City in any manner.
No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Consultant
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
13. LEGAL RESPONSIBILITIES
The Consultant shall keep itself informed of local, state and federal laws and
regulations which in any manner affect those employed by it or in any way affect the
performance of its service pursuant to this Agreement. The Consultant shall at all times
observe and comply with all such laws and regulations, including but not limited to the
Americans with Disabilities Act and Occupational Safety and Health Administration laws
and regulations. The City, and its officers and employees, shall not be liable at law or in
equity occasioned by failure of the Consultant to comply with this Section.
14. ANTI DISCRIMINATION
Neither the Consultant, nor any subconsultant under the Consultant, shall
discriminate in employment of persons upon the work because of race, religious creed,
color, national origin, ancestry, physical handicap, medical condition, marital status, or
gender of such person, except as provided in Section 12940 of the Government Code.
Digital Telecommunications Corporation Page 6 of 27 253
The Consultant shall have responsibility for compliance with this Section [Labor Code
Sec. 1735].
15. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the City in connection with the
award, terms or implementation of this Agreement, including any method of coercion,
confidential financial arrangement, or financial inducement. No officer or employee of
the City will receive compensation, directly or indirectly from Consultant, or any officer,
employee or agent of Consultant, in connection with the award of this Agreement or any
work to be conducted as a result of this Agreement. Violation of this Section shall be a
material breach of this Agreement entitling the City to any and all remedies at law or in
equity.
16. NO BENEFIT TO ARISE TO EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the
Services during his/her tenure or for one (1) year thereafter, shall have any interest,
direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work
to be performed in connection with the Services performed under this Agreement.
17. CONFLICT OF INTEREST
Contractor covenants that neither they nor any officer or principal of their firm
have any interests, nor shall they acquire any interest, directly or indirectly, which will
conflict in any manner or degree with the performance of their services hereunder.
Contractor further covenants that in their performance of this Agreement, they shall
employ no person having such interest as an officer, employee, agent, or subcontractor.
18. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service
or by deposit in the United States mail, certified or registered, return receipt requested,
with postage prepaid, and addressed to the party for whom intended as follows:
To: City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
To: Digital Telecommunications Corporation
Attn: Gordon Maccani
25709 Rye Canyon Road
Santa Clarita, CA 91355 _
Digital Telecommunications Corporation Page 7 of 27 254
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above
specified. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
19. CHANGE IN NAME
Should a change be contemplated in the name or nature of the Consultant's legal
entity, the Consultant shall first notify the City in order that proper steps may be taken to
have the change reflected in the Agreement documents.
20. ASSIGNMENT
Consultant shall not assign this Agreement or any of the rights, duties or
obligations hereunder. It is understood and acknowledged by the parties that Consultant
is uniquely qualified to perform the services provided for in this Agreement.
21. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force
and effect, all licenses required of it by law for the performance of the services in this
Agreement.
22. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County,
California, and any action filed in any court or for arbitration for the interpretation,
enforcement or other action of the terms, conditions, or covenants referred to herein
shall be filed in the applicable court in Ventura County, California. The City and
Consultant understand and agree that the laws of the State of California shall govern
the rights, obligations, duties, and liabilities of the parties to this Agreement and also
govern the interpretation of this Agreement.
23. COST RECOVERY
In the event any action, suit, or proceeding is brought for the enforcement of, or
the declaration of any right or obligation pursuant to this Agreement or as a result of any
alleged breach of any provision of this Agreement, the prevailing party shall be entitled
to recover its costs and expenses from the losing party, and any judgment or decree
rendered in such a proceeding shall include an award thereof.
24. ARBITRATION
Cases involving a dispute between City and Consultant may be decided by an
arbitrator if both sides agree in writing, with costs proportional to the judgment of the
arbitrator. _
Digital Telecommunications Corporation Page 8 of 27 255
25. ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire
understanding between the parties relating to the obligations of the parties described in
this Agreement. All prior or contemporaneous agreements, understandings,
representations, and statements, oral or written, are merged into this Agreement and
shall be of no further force or effect. Each party is entering into this Agreement based
solely upon the representations set forth herein and upon each party's own independent
investigation of any and all facts such party deems material.
26. CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits of
this Agreement are for convenience and identification only and shall not be deemed to
limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof.
27. AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
28. PRECEDENCE
In the event of conflict, the requirements of the City's Request for Proposal, if
any, and this Agreement shall take precedence over those contained in the Consultant's
Proposal.
29. INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally, and shall
not be interpreted against either party on the ground that the party prepared the
Agreement or caused it to be prepared.
30. WAIVER
No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision. No waiver
shall be binding unless executed in writing by the party making the waiver.
Digital Telecommunications Corporation Page 9 of 27 256
31. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of the Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK DIGITAL TELECOMMUNICATIONS
CORPORATION
By: By:
Steven Kueny, City Manager Gordon Maccani, Chief Executive Officer
Attest:
Maureen Benson, City Clerk
Digital Telecommunications Corporation Page 10 of 27 257
Exhibit A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Consultant agrees to amend, supplement or endorse
the existing coverage to do so. Consultant acknowledges that the insurance coverage
and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to the City in excess of the limits and
coverage required in this Agreement and which is applicable to a given loss, will be
available to the City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office (ISO)
"Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense
costs must be paid in addition to limits. There shall be no cross liability exclusion for
claims or suits by one insured against another. Limits are subject to review but in no
event less than $1,000,000 per occurrence for all covered losses and no less than
$2,000,000 general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Consultant or Consultant's employees will use personal autos
in any way on this project, Consultant shall provide evidence of personal auto liability for
each such person.
Workers' Compensation on a state-approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Coverage shall be provided on a "pay on behalf basis, with defense costs
payable in addition to policy limits. Policy shall contain a provision obligating insurer at
the time insured's liability is determined, not requiring actual payment by the insured
first. There shall be no cross liability exclusion precluding coverage for claims or suits by
one insured against another. Coverage shall be applicable to the City for injury to
employees of Consultant, subconsultants or others involved in the Work. The scope of
coverage provided is subject to approval by the City following receipt of proof of
insurance as required herein. Limits are subject to review but in no event less than
$1,000,000 aggregate.
Digital Telecommunications Corporation Page 11 of 27 258
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the State of California and with an A.M. Bests rating of A- or better
and a minimum financial size of VII.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and the City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds the City, its officials,
employees, and agents, using standard ISO endorsement CG 2010 with an
edition prior to 1992. Consultant also agrees to require all contractors and
subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant's employees, or agents, from waiving the right
to subrogation prior to a loss. Consultant agrees to waive subrogation rights
against the City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Consultant and available or
applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to
the City or its operation limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include limiting endorsement of any kind that has not been
first submitted to the City and approved in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called "third party action over' claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification, and
additional requirements by the City, as the need arises. Consultant shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability
or reduction of discovery period) that may affect the City's protection without the
City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant's general liability policy, shall be delivered to city at or
prior to the execution of this Agreement. In the event such proof of any insurance
is not delivered as required, or in the event such insurance is canceled or
reduced at any time and no replacement coverage is provided, the City has the
right, but not the duty, to obtain any insurance it deems necessary to protect its
interests under this or any other Agreement and to pay the premium. Any
Digital Telecommunications Corporation Page 12 of 27 259
premium so paid by the City shall be charged to and promptly paid by Consultant
or deducted from sums due Consultant, at the City's option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City
of any cancellation or reduction of coverage. Consultant agrees to require its
insurer to modify such certificates to delete any exculpatory wording stating that
failure of the insurer to mail written notice of cancellation or reduction of coverage
imposes no obligation, or that any party will "endeavor" (as opposed to being
required) to comply with the requirements of the certificate.
9. It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, non-contributing basis in relation to any other insurance or
self-insurance available to the City.
10. Consultant agrees to ensure that subcontractors, and any other party involved
with the Work who is brought onto or involved in the Work by Consultant, provide
the same minimum insurance required of Consultant. Consultant agrees to
monitor and review all such coverage and assumes all responsibility for ensuring
that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subcontractors
and others engaged in the Work will be submitted to the City for review.
11. Consultant agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, subcontractor, Architect, Engineer, or other
entity or person in any way involved in the performance of Work contemplated by
this Agreement to self-insure its obligations to the City. If Consultant's existing
coverage includes a deductible or self-insured retention, the deductible or self-
insured retention must be declared to the City. At that time, the City shall review
options with the Consultant, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
12. The City reserves the right at any time during the term of the Agreement to
change the amounts and types of insurance required by giving the Consultant 90
days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to the City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on the
part of the City to inform Consultant of non-compliance with an insurance
Digital Telecommunications Corporation Page 13 of 27 260
requirement in no way imposes any additional obligations to the City nor does it
waive any rights hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as the City, or its
employees or agents face an exposure from operations of any type pursuant to
this Agreement. This obligation applies whether or not the Agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until
the City executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. As coverage binder or letter
from Consultant's insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to
the City within five days of the expiration of coverage.
17. The provisions of any Workers' Compensation or similar act will not limit the
obligations of Consultant under this Agreement. Consultant expressly agrees not
to use any statutory immunity defenses under such laws with respect to the City,
its employees, officials, and agents.
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits, or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this Agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts or
impairs the provisions of this section.
21. Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the Work reserves the right to charge the City or
Consultant for the cost of additional insurance coverage required by this
Agreement. Any such provisions are to be deleted with reference to the City. It is
not the intent of the City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against the City for payment
of premiums or other amounts with respect thereto.
Digital Telecommunications Corporation Page 14 of 27 2 61
22. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the work performed under this Agreement. The
City assumes no obligation or liability by such notice, but has the right (but not
the duty) to monitor the handling of any such claim or claims if they are likely to
involve the City.
Digital Telecommunications Corporation Page 15 of 27 262
EXHIBIT B
PROPOSAL FOR EMERGENCY OPERATIONS CENTER
TELEPHONE SYSTEM REPLACEMENT
1111 TC Digital Telecommunications Corp.
25709 Rye Canyon Road, Santa Clarita,CA 91355
Tel: (661)964-2500 Fax: (661)964-2501
www.digitaltel.com
Prepared for: Prepared By:
City of Moorpark Mike Tedesco
610 Spring Road, Moorpark, CA 93021 661-964-2526
mtedesco@dtc4you.com
Atanas Beltchev, Director of IT
Proposal Pricing to replace the EOC telephones at the Police Department with a Stand-alone
NEC SV9100 Voice Server that will be WAN connected to the NEC SV8300 at the City Hall.
This system has been configured to support its own telephone services,separate from the
NEC 2000 IPS currently serving the Police Department.The WAN connection to the City
Hall's IP enabled PBX will enable extension to extension dialing,as well as providing the
same level of connection that currently exists between the City Hall and the Library.The NEC
SV9100 in this quote has also been configured to support thirteen (13)IP terminals,and two
(2)PRI T1's(with 4-Ports of back-up C.O. lines)and one(1)4-port Analog Station Card.
Installation, programming and 1st year parts&labor warranty, plus 1st year NEC software
assurance are included.
Pricing includes taxes and is valid until 3/20/2016.
Qty Part Number Description Unit Sell Ext Sell
NEC Platform
16 670765 Peer-To-Peer CCIS Channel License- $54.00 $864.00
One required
per each P2P CCIS Trunk channel;also
requires
system port license for each channel
1 640060 GCD-4COTB 4 Port C.O.Trunk Card $116.10 $116.10
2 640068 GCD-PRTA PRI Card $621.00 $1,242.00
1 640096 GCD-4LCF $162.40 $162.40
69 640773 SV9100 Resource-License 01 $5.40 $372.60
Digital Telecommunications Corp Page 1 of 3
Digital Telecommunications Corporation Page 16 of 27 263
Oft Part Number Description Unit Sell Ext Sell
16 640797 SV9100 Networking-License 01 $32.40 $518.40
1 640925 SV9100E 12 Phone Package $3,429.00 $3,429.00
1 670508 Rack Mount Kit $27.00 $27.00
1 670535 Installation Cable $32.40 $32.40
1 670601 CHS2U INT BATT KIT $129.60 $129.60
Sub-Total for NEC Platform $6,893.50
NEC Terminals
13 660002 ITZ-12D-3(BK)Tel - 12 Button Black IP $140.40 $1,825.20
Terminal 10/100 Network
1 660122 DESI ITZ/DTZ-12D-24D(25) $12.96 $12.96
Sub-Total for NEC Terminals $1,838.16
NEC Support
1 09111001 SWA SV9100 1 YEAR Incl. Incl.
50 09113100 SWA PSA SV9100 UNIT $7.83 $391.50
Sub-Total for NEC Support $391.50
Miscellaneous
13 PATCHCORD5e14BK CAT5e PATCH CORD(14ft)(Black) $3.04 $39.52
1 S66M1-50 66 PUNCH DOWN BLOCK $9.65 $9.65
1 589-B 66 BLOCK BRACKET $1.89 $1.89
1 MISC MISCELLANEOUS INSTALLATION $87.75 $87.75
MATERIALS
Sub-Total for Miscellaneous $138.81
Services
Installation, Design & Programming $4,414.32
Digital Telecommunications Corp Paget of 3
Digital Telecommunications Corporation Page 17 of 27 264
Oty Part Number Description Unit Sell Ext Sell
Labor-Phone On-Site Installation, Connecting New Included
Telephone Services, IP Set Placement&
Testing for Proper Operation
Labor-Advanced Advanced Implementation &design: In- Included
House Programming&System Assembly
Labor-PM Project Management& Database Included
Gathering
First Year Support
1 PartsWarranty 1st Year Parts Warranty Included
1 Support8X5 1st Year 8x5 Labor Support Included
Sub-Total for Services $4,414.32
Services
Discounts
1 NEC Discounts and NEC Discounts and Promotions -$2,441.34 -$2,441.34
Promotions
Sub-Total for Discounts -$2,44t34
Sub Total $11,234.97
Sales Tax $350.56
TOTAL PRICE $11,585.53
OuotelD:E7FCA3881E552DA8E308016852205A086423896927430556
Any taxes or shipping fees included in this Schedule of Equipment and Services are estimates,and may
be adjusted on the final invoice.
Accepted By: Date:
Digital Telecommunications Corp - Page 3 of 3
Digital Telecommunications Corporation Page 18 of 27 265
EXHIBIT C
PROPOSAL FOR SERVICE AND MAINTENANCE OF
CITYWIDE TELEPHONE SYSTEMS
DIGITAL TELECOMMUNICATIONS CORPORATION
DTC25709 Rye Canyon Road,Santa Clarita,California 91355
(661)964-2500/(800)DTC-4Y0u
Extended Service and Maintenance Contract.
CUSTOMER INFORMATION
COMPANY NAME City of Moorpark
CORPORATE ADDRESS 799 Moorpark Avenue
Moorpark,California 93021
CORPORATE PHONE (805)517-6200
COMPANY WEBSITE www.moorparkca.gov
CORPORATE CONTACT
NAME Steven Kueny
TITLE City Manager
PHONE (805)517-6212
EMAIL skueny@moorparkca.gov
SERVICE CONTACT
NAME Atanas Beltchev
TITLE Information Systems Manager
PHONE (805)517-6231
EMAIL abeltchev@moorparkca.gov
ACCOUNTS PAYABLE
NAME Irmina Lumbad
TITLE Deputy Finance Director
PHONE (805)517-6242
EMAIL ilumbad@moorparkca.gov
Information is current as of
Extended Service and Maintenance Contract Page 1 of 8
Digital Telecommunications Corporation Page 19 of 27 266
Digital Telecommunications Corporation Customer:City of Moorpark.California
Extended Service and Maintenance Contract Page 2 of R
GENERAL TERMS OF CONTRACT
1. DEFINITIONS
1.1 Capitalized terms used In the Contract Documents shall have the meanings assigned to them below,or,if none is
assigned,as reasonably understood to apply to them by the context of the portion of the Contract Documents where
such terms are used.
1.2 DTC is Digital Telecommunications Corporation,a California corporation with corporate headquarters in Santa Clarita,
California.
1.3 The Customer is the company identified under Customer Information on Page 1 of this Contract.
1.4 The Effective Date of this Contract is the date on which It has been signed by the Customer.
1.5 The Renewal Date is the mutually agreed cyclical date on which the terms of this Contract are renewed.The Renewal
Date of this Contract Is annually on the Calendar anniversary of the Effective Date.
1.6 SWA is defined as a manufacturer's support subscription or a collection of support subscriptions from one or more
manufacturers.
1.7 Standard Service Hours are from 8:00 a.m.to 5:00 p.m.Monday through Friday,local time,except DTC's observed
Holidays. Overtime rates apply for all other hours:double for legal holidays;time-&-a-half for all other times.
1.8 Remote Labor is defined as any routine programming,assistance,instruction,or consultation that Is performed via a
phone call,modem connection,web-based Interface,or other method that does not require the hands-on presence
of a DTC technician at the Customer's location.
1.9 Minor Remote Labor Is defined as any Remote Labor activity that takes less than 30 minutes to perform.
1.10 Complex Labor is defined as any advanced support that involves consultation with one or more manufacturers to
implement an inter-system application.
1.11 Complex Data Labor is defined as any advanced support that requires design or programming in the Customer's data
network.
1.11 An Exhibit is an attachment to this Contract which lists coverage specifics that may be liable to change without
affecting the nature of the Contract. In the event of a change,a revised Exhibit will be issued.
1.13 The Equipment is the Customer's collection of appliances and applications listed as an Exhibit to this Contract,which
Exhibit includes the physical addresses)where the Equipment is maintained. Additions or changes to the Equipment
or its locations)will result in the issuance of a new Exhibit.
2. CONTACT INFORMATION
2.1. The Customers contact Information Is set forth on Page 1 of this Contract. If contact Information changes,the
Customer will notify DTC in writing. •
2.2. DTC's contact Information for the assigned Account Representative,as well as Escalation contacts,is included as an
Exhibit to this Contract. If DTC contact information changes,DTC will provide a replacement Exhibit
3. MAINTENANCE
3.1. DTC shall perform periodic preventive maintenance by an annual on-site inspection of covered equipment. DTC will
document abnormal conditions and provide an analysis to the Customer,including recommendations for resolution.
Further,DTC will advise the Customer of changes in the life cycle of covered equipment and software,consult with
the Customer about incorporating improvements or upgrades when they are available,and consult with the
Customer about options when equipment or software is at the manufacturer's definition of end-of-sale or end-of-
support.
3.2. Subject to availability and Customer approval,DTC shall perform proactive maintenance by remotely installing
available application software updates to covered equipment once annually. Updates that require technical on-site
presence will be billable at contract rates. Application software updates do not include server operating system(OS)
software unless that 05 software is provided in the application manufacturer's software update issuance. It is the
Customers responsibility to ensure that servers and server operating systems have the required hardware and
operating system specifications to support application software updates.
3.3. DTC shall perform responsive maintenance by investigating reported trouble with covered equipment. DTC may
• interview end-users)reporting the trouble,examine system log files and/or programming,and Inspect equipment as
necessary to diagnose the cause of a reported issue. DTC will provide analysis to the Customer,including
recommendations for resolution,and retain a record of the analysis on DTC's Customer Service Portal.
3.4. Subject to availability,DTC shall provide renewal of SWA on or before the manufacturer's renewal date. DTC will
inform the Customer of the renewal charges and invoice accordingly. If the Customer declines to renew SWA and
later needs to reinstate coverage,SWA will be requoted and may be subject to additional fees.
3.5. DTC shall replace or repair covered equipment as required to resolve reported trouble. Emergency replacement will
be provided within three(3)hours of the Customer's request.Within twenty-four(24)hours of the Customer's
"'DTC. Customer Initials
Digital Telecommunications Corporation Page 20 of 27 267
Digital Telecommunications Corporation Customer:City of Moorpark,California
Extended Service and Maintenance Contract Page 3 of 8
request,DTC will provide replacements of a non-emergency nature. When required,DTC will replace or repair
necessary parts without additional charge.
3.6. This Contract does not cover the replacement of parts or software that are lost,stolen,or damaged by accident,
negligence,or causes other than ordinary use. Further,this Contract does not include the material cost of additions,
rearrangements,or relocation. If persons other than DTC representatives perform maintenance or repair to the
Equipment,and DTC is required to restore the Equipment to good operation condition by reasons thereof,or if the
Customer requests service outside the scope of this Contract,such repair or service will be furnished at DTC's
applicable time-and-material rates then In effect
3.7. Should any equipment that was installed,added,moved or changed by a DTC technician malfunction as a result of
that technician's work,and that malfunction is reported to DTC within 90 calendar days,DTC will correct the
problem free of charge.
4. EXCHANGING FAULTY OR DAMAGED EQUIPMENT AND PARTS
4.1. Defective or otherwise damaged equipment and parts may be exchanged at any time during the term of this
Contract. Replacement parts and equipment will be provided at no charge as long as the original damaged items
have been received at DTC's warehouse facility no later than thirty(30)days subsequent to the date the
replacement items were shipped or otherwise delivered to Customer. In the event that this condition is not
satisfied,Customer will be invoiced for the full amount of the replacement cost of these items.
4.2. Replacement or repair of end-of-life equipment will be made on a best-effort basis. Lost or damaged software
cannot be replaced.
5. PAYMENT
5.1. The Customer agrees to pay DTC the scheduled charge set forth in this Contract,plus applicable taxes. An invoice
will be sent to the Customer consistent with DTC's normal billing cycle per the schedule indicated in this Contract.
Annually,the scheduled payment may be increased by written notification and acknowledgement.
5.2. SWA is an annual,non-refundable expense. Regardless of the scheduled charge set forth in this Contract,if SWA is
included then DTC will invoice,and the Customer agrees to pay,the annual amount for SWA.
6. ORIGINAL AND RENEWAL TERMS
6.1. This Contract shall commence on the Effective Date defined above,and shall continue for a period of one(1)year,
unless otherwise specified. DTC will automatically renew the Contract on the Renewal Date unless the Customer
advises DTC by sixty(60)days prior to the Renewal Date that a new Contract is required.
6.2. The Customer or DTC reserves the right to terminate this Contract at any time by giving sixty(60)days written
notice.If the Customer initiates termination,any outstanding SWA that DTC has contracted on behalf of the
Customer will be due and payable at the time of notice of termination. If DTC initiates termination,DTC forfeits
reimbursement for any outstanding SWA past the date of termination.
7. ADDmONs/REDUCTIONS
7.1. If equipment Ls added subsequent to the Effective Date,a revised charge will be computed to take into account the
increased cost of servicing and maintaining the Equipment added. In the case of multi-site coverage,if a new system
or location is added subsequent to the Effective Date,the revised charge will be computed after taking into account
any warranty period that might be applied to such equipment by DTC. DTC will then provide the appropriate revised
Exhibit(s)to the Customer.
7.2. The Customer may elect to cancel certain coverage items without terminating coverage for the remaining items by
providing sixty(60)days written notice. DTC will then recalculate the cost associated with servicing and maintaining
the remaining Equipment and provide the appropriate revised Exhibit(s)to the Customer.
8. PERFORMANCE
6.1. In the performance of this Contract,DTC shall be liable only for the expense of providing regular repair and
maintenance service. Further,no liability will ante if the performance of such service Is prevented by declared
government emergencies,civil disturbance,strikes,or other causes beyond the control of DTC.
8.2. In performance of these services,DTC shall have,and the Customer hereby grants,full access to the areas where the
Equipment is located,in accordance with Customer's security and access requirements. DTC Is not liable for delays
in service of Equipment due to delays In granting of access to a DTC technician by Customer's personnel.
9. RESTRICTIVE COVENANT-CONVERSION/RIGHT TO HIRE
9.1. The services provided by DTC are highly specialized and require significant investment in its employees. In
consideration thereof,during the term of this Contract and for the three hundred and sixty(360)day period
immediately following the period for which DTC last performed services for the Customer under this Contract,
Customer shall not,directly or Indirectly,for Itself,or on behalf of any other person,firm,corporation or other
DTC Customer Initials
Digital Telecommunications Corporation Page 21 of 27 268
Digital Telecommunications Corporation Customer City of Moorpark,California
Extended Service and Maintenance Contract Page 4 of N
entity,participate In or promote the solicitation of any employee of DTC employee to leave the employ of DTC or
otherwise engage any employee of OTC.
9.2. Remedies for Breads In the event that Customer is found to be in breach of the Restrictive Covenant described
above in Section 6(a),Customer will pay DTC twice the annual salary of the employee whose solicitation placed
Customer in breach. If the employee is paid hourly,the annual salary will be calculated by multiplying the
employee's hourly rate times 2080(two thousand and eighty)hours per year. Customer will remit these monies no
later than 45(forty-five)days from the date of separation.
9.3. Notwithstanding the above paragraph In Section 6(a),if at any time the Customer wishes to hire any DTC employee,
Customer may request that DTC release the Customer from the restrictions described above in Section 6. Requests
of this type must be made in writing to either the President or Senior Vice President of DTC. Customer
acknowledges and agrees that DTC has the right to accept or refuse Customer's request to be released from the
restrictions governing solicitation of DTC employees.
10. ENTIRE CONTRACT
10.1.The provisions contained in this Contract constitute the entire Contract between the Customer and DTC and may not
be amended except in writing and signed by both parties. This Contract replaces any previous Service Contract
between the Customer and DTC for the repair,maintenance,and service of the Equipment.
FlIf checked,additional terms and conditions are on Exhibits attached hereto.
ACCEPTANCE
Customer:
Street Address:
City,State,Zip:
Customer Representative:
Signature:
Date:
DTC: Digital Telecommunications Corporation
Street Address: 25709 Rye Canyon Road
City,State,Zip: Santa Clarita,California 91355
DTC Representative:
Signature:
Date:
DT.C.. Customer Initials
269
Digital Telecommunications Corporation Page 22 of 27
Digital Telecommunications Corporation Customer:City of Moorpark,California
Extended Service and Maintenance Contract Page 5 of 8
EXHIBIT A - DTC CONTACTS
ACCOUNT MANAGER
Michael Tedesco,mtedesco@dtc4vou.com,(661)964-2526
V.P.of Sales: Daniel Hopkins,dhookins@dtc4vou.com,(661)964-2525
ACCOUNTS RECEIVABLE
Barbara Woillard,bwoillard@dtc4you.com,(661)964-2512
CUSTOMER SERVICE
Toll-Free: (800)DTC-4YOU/(800)382-4968 Local/Regional: (661)964-2500/(858)256-3000
Email: DTCSupport@dtc4you.com Website: www.dtc4you.com
Web Portal: www.CustomerPortal.dtc4vou.com Mobile: http://dtc4vou.com/mobile
ESCALATION LIST
Digital Telecommunications
C.ushlmer Sere auiDr.t- E.I,
(ua)382-9966/(1,61)969-2500
Michelle Frost Daniela Burns Sue Regan Mike Regan
Customera.rVeCe Customer Service Engineering Engineering
I I I I I
Mary Olson Dave abbey ToeKrler Ed Regan Kevin Corley
Protect Services Manager Dr.of Engneering 3rpmv nrr,R)Otter ops Manage Cable Manager
)
Ed Regan Daniel Hopkins
V.P.of Operations V.P.of Bars
Gordon Maccani
CEO
DTC Customer initials
Digital Telecommunications Corporation Page 23 of 27 2 7 0
Digital Telecommunications Corporation Customer: City of Moorpark,California
Extended Service and Maintenance Contract Page hof E
EXHIBIT B-SERVICE RATES
Part Number Description TSM Rate Contract Rate
Repair Rates
Repair-Phone Refurbishment of Digital&VoIP Terminals,Per Phone $100.00 $0.00
Labor-S/C On-Site Repair Labor for Covered Items,Business Hours $200.00 $0.00
Move/Add/Change(MAC)Rates
Remote Setup Remote Access Setup Charge $35.00 $0.00
Labor-Remote Advanced Remote Programming Changes,Per Call<30 Minutes $47.50 $0.00
Labor-Remote Advanced Remote Programming Changes,a30 Minutes,Per Hour $95.00 $95.00
15-Minute Increments,Minimum 30 Minutes
Trip Charge Dispatch Trip Charge,Per Dispatch $50.00 $25.00
PS1 Labor-Technician On-Site MAC Labor,First Hour,Per Dispatch $200.00 $140.00
15-Minute Increments,Minimum 60 Minutes
PS2 Labor-Technician Additional On-Site MAC Hourly Labor $180.00 $120.00
15-Minute Increments
Labor-Complex Engineering Consultation&Design $165.00 $120.00
15-Minute Increments,Minimum 60 Minutes
Labor-Complex Data Data/Networking Labor,Per Hour $350.00 $180.00
15-Minute Increments,Minimum 60 Minutes
Emergency&After-Hours Response Rates
Emergency Call Out After-Hours Emergency Response, $740.00 $380.00
First 3 Hours,Per On-Site or Remote Dispatch
PS2 Labor-Technician Additional After-Hours Labor,Per Hour $270.00 $180.00
15-Minute Increments
PS2 Labor-Technician Additional Holiday Labor,Per Hour $360.00 $240.00
15-Minute Increments
1) DTCs normal business hours are Monday through Friday,8:00 a.m.to 5:00 p.m.,Pacific Time.
2) Overtime rates apply outside of normal business hours. Overtime is double on legal holidays,time-and-a-half at all
other times outside of normal business hours.
3) Except for emergency repairs,Holiday coverage is not included in this Maintenance Contract.
DTCCustomer Initials
Digital Telecommunications Corporation Page 24 of 27 271
Digital Telecommunications Corporation Customer City of Moorpark California
Extended Service and Maintenance Contract Page?of 8
EXHIBIT C- MAINTENANCE ITEMS
Annual Per Qtr Per Mo
city of Moorpark City Hall
799 Moorpark Avenue,Moorpark,California 93021
NEC 5V8300-PARTS&LABOR $3,102.00 $775.50 5258.50
80 Digital Station Ports;16 Analog Station Ports;36 IP Station Licenses;
48 IP-PAD Channels;8 Conference Ports;2 Digital Announcement Ports;
8 CO Trunk Ports;24 T2/PRI Channels;72 COS Channels;
olgital&VoIP Terminals
UM8000 Voicemail-PARTS&LABOR $240.00 $60.00 $20.00
8 Digital Ports;50 UM Subscriber licenses
NEC Software Assurance,5V8300 $750.00 $187.50 $62.50
Total Maintenance,City Hall $4,092.00 $1,023.00 $341.00
Gty of Moorpark Arroyo Vista Recreation Center
4550 Tierra Relada Road,Moorpark,California 93021
LAMP Terminals-PARTS&LABOR
7 ITL-120 VoIP Phones remote from Oty Hall
Total Maintenance,Recreation Center $0.00 $0.00 $0.00
Gty of Moorpark Public Library
699 Moorpark Avenue,Moorpark,California 93021
VolP Terminals-PARTS&LABOR
6 VoIP Phones remote from City Hall •
Total Maintenance,Library $0.00 $0.00 $0.00
City of Moorpark Police Department
610 Spring Road,Moorpark,California 93021
NEC 2000IPS-PARTS&LABOR
60 Digital Station Ports;8 Analog Station Ports;8 CO Trunk Ports
Total Maintenance,Police Department $2,700.00 $675.00 5225.00
City of Moorpark Public Works
627 Fitch Avenue,Moorpark,California 93021
NEC 2000IPS-PARTS&LABOR
24 Digital Station Ports;4 Analog Station Parts;4 CO Trunk Ports
Total Maintenance,Public Works $1,140.00 $285.00 $95.00
TOTAL MAINTENANCE,AU.LOCATIONS 57,932.00 51,923.00 5661.00
NOTES for Maintenance Items
1) Any telephony equipment,peripherals,or licenses not listed above are not covered.
2) Analog terminals,batteries,headsets,monitors,mouse,printers and printer ink are not covered.
•
DTC Customer Initials
Digital Telecommunications Corporation Page 25 of 27 272
Digital Telecommunications Corporation Customer:City of Moorpark California
Extended Service and Maintenance Contract Page 8 of 8
Maintenance Pricing Projections
2017 2018 2019 2020
Moorpark City hall
SV8300 $3,144.00 $3,180.00 $3,276.00 $3,384.00
UM8000 $252.00 $264.00 $288.00 $312.00
5V8300/U M8000 SWA $750.00 $750.00 $0.00 $0.00
Subtotal,City Hall $4,146.00 $4,194.00 $3,564.00 $3,696.00
Arroyo Vista Recreation Center
Remote IP Phones $0.00 $0.00 $0.00 $0.00
Moorpark Public Library
Remote IP Phones $0.00 $0.00 $0.00 $0.00
Moorpark Police Department
2000IPS $2,784.00 $2,868.00 $2,964.00 $3,060.00
Moorpark Public Works
20001P5 $1,176.00 $1,212.00 $1,260.00 $1,308.00
TOTAL,All SITES $8,106.00 $8,274.00 $7,788.00 $8,064.00
FUTURE PURCHASES
Year Year2 Year3 Year4 Year5
Moorpark City Hall
Metropolis OSLPR250 SWA included $785.00 $785.00 $785.00 $785.00
When purchased,Metropolis OfficeWatchsL-Pro replaces TriSys Tapit call accounting solution.
Tapit coverage was removed in anticipation of this purchase.
Moorpark Emergency Operations Center
SV9100 DTC Maintenance Warranty $540.00 $552.00 $564.00 $576.00
SV9100 NEC SWA Included $500.00 $500.00 $500.00 $500.00
When purchased,Emergency Operations Center SV9100 does not replace the Police Department 2000IPS.
NOTES for Maintenance Pricing Projections
1) Coverage projections do not indude system growth or replacement.
2) SWA projections are estimates only. SWA rate changes will be passed through to the Customer.
3) SWA for 5V8000 products is not available after 2018.
4) SV8000 products will be end-of-life after 2020.
•
DTC, Customer Initials
Digital Telecommunications Corporation Page 26 of 27 2 7 3
EXHIBIT D
PROPOSAL FOR COMMUNICATIONS CABLING, NETWORKING, INSTALLATION,
AND SOFTWARE SERVICES
For each job requested by an authorized City representative per this Agreement,
Digital Telecommunications Corporation (DTC) agrees to the best of their ability to
respond promptly to each request. Contractor must respond by providing an initial
assessment of the project in the form of a written estimate to the authorized City
representative and only start work upon authorization of the authorized City
representative per the Agreement.
Below is a list of the services that DTC shall offer to the City of Moorpark upon their
request and approval of work:
Installation and/or service the following types of cable:
• CAT3 (plenum & PVC)
• CAT5e (plenum & PVC)
• CAT6/CAT6A (plenum & PVC)
• Copper feed cable
• Fiber Feed cable (single-mode & multi-mode)
• Coax for TV
DTC also carries all the necessary termination ends for the equipment referenced
above (e.g., jacks, faceplates, equipment racks, patch panels, 66-blocks &
brackets, 110-blocks, ceiling support hardware, etc.) and shall include all
necessary terminations for all projects if required in written estimates.
DTC labor rate for the City of Moorpark is as follows:
• $80.00 per hour for business hours work, which is defined as work
performed Monday through Friday; 8:00 A.M. to 5:00 P.M.
• For any work performed outside of normal business hours (after 5:00
P.M. and before 8:00 A.M. or anytime on Saturday or Sunday) the
hourly charge would be $120.00 per hour.
• The hourly rate for work performed on legal holidays is $160.00 per
hour.
These above labor hours are calculated to be in line with standard California rules for
working overtime. These labor rates includes all work offered by the cable department
at DTC.
Emergency work will be dealt with under the labor rates given above, however, the
quality of emergency response will sometimes depend upon the availability of
necessary materials, specialized parts, and man power. DTC will always provide a
best effort to affect an emergency repair, which may be further remedied when parts
are available during normal business hours. DTC will guarantee to respond within 3
hours to emergency trouble reports.
Digital Telecommunications Corporation Page 27 of 27 274