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HomeMy WebLinkAboutContract 37647corvTR�c� ��� y (��- �ROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its July authorized Assistant City Manager, and AFFILIATED TELEPHONE INC. ("Consultant"), a Texas corporation and acting by and through Larry Carter, its duly authorized president and CEO. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing Enterprise Network Management System Services. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. Z. TERM. This Agreement shall commence upon the last date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of all services contemplated herein but no later than [insert termination date], unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $4025.00 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement uNess the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Professional Services AgreetnedtUm FNL;���� Affiliated Telephone,lnc,�'.�J�{jR��A�� Page 1 of 34 id FT. WORT T °8, TX Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFF/CERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR ETHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY Professional Services Agreement Affiliated Telephone Inc. Page 2 of 34 RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR /N CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificates) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Property damage $500,000 Bodily injury per person per occurrence Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (Errors &Omissions) Professional Services Agreement Affiliated Telephone Inc. Page 3 of 34 $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City noes Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: City of Fort Worth/IT Solutions 1000 Throckmorton Fort Worth TX 76102-6311 Professional Services Agreement Affiliated Telephone Inc. Page 4 of 34 To CONSULTANT: Affiliated Telephone Inc. Facsimile: (817) 39M654 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW /VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division, 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE, The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set Fort in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS /MODIFICATIONS / EXTENSTIONS. Professional Services Agreement Affiliated Telephone Inc. Page 5 of 34 No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set Fort in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation into this Agreement. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Affiliated Telephone Inc. Page 6 of 34 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 200 1? . CITY OF FORT WORTH: Date: O ATTEST: By: � rty Hendrix C ty Secretary APPROVED AS TO f ORM AND LEGALITY: Maleshia B. Farmer Assistant City Attorney Professional Services Agreement Affiliated Telephone Inc. Page 7 of 34 AFFILIATED TELEPHONE INC.: By: Name: Title: Date:w� ATTEST: g day of OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX STATEMENT OF WORK Service Scope of Work povv) Service Implementation Services Package —Enterprise Network Management System (ENMS) Version v1.0 Issue 3 June 2008 Availability Regional: North America Purpose This document details the Scope of Work for the Implementation Services Package —Network Management for ESM, ESM IAM, ENMS, EPM. © 2008 No TABLE OF CONTENTS 1 DETAILED SERVICE DESCRIPTION.............................................................................. 4 1.1 DELIVERABLES 1.2 ................................................................................................................4 PREREQUISITES.............................................................................................................. 5 2 KEY PERFORMANCE AND SERVICE LEVELS............................................................. 6 2.1 KEY PERFORMANCE INDICATORS (KPIS).......................................................................... 6 2.2 SERVICE -LEVEL AGREEMENTS(SLAs)............................................................................. 6 3 ROLES AND RESPONSIBILITIES................................................................................... 7 3.1 NORTEL RESPONSIBILITIES'..,..,..,..... 7 3.2 CUSTOMER RESPONSIBILITIES, . 1 9 0 1 1 q p 1 7 4 ASSUMPTIONS AND ACCEPTANCE............................................................................ 10 4.1 ASSUMPTIONS...............................................................................................................10 4.2 ACCEPTANCE CRITERIA................................................................................................. 11 5 EXCLUSIONS AND TIMELINES....................................................................................12 5.1 EXCLUSIONS................................................................................................................. 12 5.2 TIMELINES.................................................................................................................... 12 6 APPENDIX (DEVICE LIST PROVIDED ~250 DEVICES)............ montages venom 13 6.1 ORDER CODES.............................................................................................................. 19 6.2 ACRONYMS/TERMS....................................................................................................... 19 © 2008 No Detailed Service Description Nortel's Implementation Services Package is designed specifically as an end -to -end service offering for network infrastructure deployments. The Implementation Services Package helps to ensure that network infrastructure is deployed and integrated to effectively support organizational and business goals. When Nortel Global Services performs the network deployment, integration and business risks are significantly reduced, network performance is improved and return on investment and time to revenue are accelerated. Nortel provides the Implementation Services Package — Enterprise Network Management System (ENMS) to turn up new equipment for production use. Availability This service is available in North America. Deliverables The Implementation Services Package —Network Management for ESM, Enterprise Subscriber Manager, IAM, ENMS, EPM includes: For the devices listed in the Appendix, Nortel will create the following custom ENMS scripts on the City of Fort Worths existing ENMS application: o SNMP alerts to be written and implemented so that a link state status of DOWN will generate an alert to the ENMS application. The following three groups will be alerted through the application by email: network services, helpdesk, operations. In addition, the network services group will be alerted through text messaging of the event. o SNMP alerts to be written and implemented so that a link state status of UP will generate an alert to the ENMS application. The following three groups will be alerted through the application by email: network services, helpdesk, operations. In addition, the network services group will be alerted through text messaging of the event. o SNMP alerts to be written and implemented so that a bandwidth utilization of 90% link capacity between the device it upstream neighbor will generate an alert to the ENMS application. Network services will be alerted through the application by email. Not to exceed 3 days. Configuration of devices (Secure Router and Passport 8600s only) is needed due to the following caveats/notes: o LinkStatus and TrapReceiver need to be setup on Contivities and Secure Routers; o Capacity monitoring (90%) can only be done on switches with the RMON tools (not supported for Contivities or Secure Routers). This will only done for uplink ports. o Trap and Fault correlation to provide notification will need to be custom within NMS since a standard correlated event for capacity monitoring does not exist within NMS (included in quote). There is no support for capacity traps in the Contivities or Secure Routers (within NMS). o A project coordinator for the duration of the project © 2008 No Prerequisites This service has no standard prerequisites. © 2008 No Key Performance and Service Levels This section defines the Key Performance Indicators (KPIs) and Service -Level Agreements (SLAs) against which the project scope will be measured. Key Performance Indicators (KPIs) • One-third of the total device scripting and configuration must be completed within 8 hours • Two-thirds of the total device scripting and configuration must be completed within 16 hours • All device scripting and configuration must be completed within 24 hours Service -Level Agreements (SLAs) No SLAs apply to this service. © 2008 No Roles and Responsibilities This section defines the detailed Nortel and City of OR Worth responsibilities needed to successfully complete the project. The responsible party is accountable for delivering the specific activity defined in section 1.1. Nortel Responsibilities Nortel is responsible for: • Providing a single point of contact for communication and reporting • Complying with City of Fort Worth security measures for accessing building, data and voice networks and handling confidential information • Performing service activities using Nortel standard practices • Providing updates to a City of Fort Worth -designated contact • Providing the necessary tools and test equipment required by Nortel to perform the services • Providing qualified personnel to perform the tasks associated with the service • Reviewing service -specific requirements with City of Fort Worth • Developing activities, deliverables and an agreed -upon service completion date • Sending a Customer Satisfaction Survey to City of Fort Worth upon service completion Customer Responsibilities City of Fart Worth is responsible for: • Participating in the creation of a custom statement of work detailing specific goals relating to City of Fort Worth's network. • Providing workstations (UNIX or Windows) that meet the requirements for the specific network management application being deployed. • Ensuring that the workstations are appropriately sized, configured and patched in accordance with the specific Release Notes document for the application and version being deployed. • Ensuring that the devices to be managed are at an appropriate version of code. It is City of Fort Worth's responsibility to verify and/or upgrade as necessary to the appropriate version of code for the devices to be managed. Information about supported code versions can be located in the specific Release Notes document for the application and version being deployed. • Providing community strings • Providing seed device IP addresses • Providing accounts for access control • Verifying and providing the following required network information to the Nortel resources: o Network device types and quantities o Network device software versions o Network device community strings o Network device logon access • Designating a single point of contact to fulfill the following responsibilities: o Identify key staff members and/or management required for the completion of this service © 2008 No o Attend (or request) project checkpoint meetings o Ensure that detailed information is provided in a timely fashion (network diagrams, traffic flows and utilization, architecture specifications, costs and tariffs, etc.) o Review draft deliverables and authorize final deliverables o Assist with interpretation of data o Sign -off of the statement of work o Sign -off of the network engineering specification book (spec book) prior to on -site deployment o Sign -off of the Statement of Completion notice upon service completion • Submitting purchase orders for the services specified in this document • Providing access to facilities, data and personnel as necessary to perform Nortel responsibilities • Providing escorted or non -escorted access to the work site as required • Providing access to all parts of network that are within the scope of this service • Providing subject -matter experts for third -party products not installed by Nortel in City of Fort Worth's network, if required. • Providing reasonable security and secure storage for all Nortel tools, equipment and material kept at City of Fort Worth sites • Providing information as required by Nortel during the service (topology maps, design documents, past audit/assessment reports, bandwidth and resource utilization reports, etc.) Verifying, completing and submitting the necessary forms and questionnaires provided by Nortel in a timely manner • Requiring attendance of key staff members and/or management for on -site and/or remote interviews conducted by Nortel • Specifying any network changes that will be implemented during this service • Providing timely sign -off for each project milestone document as provided by Nortel Submitting any requests for replacement of damaged or defective products that are identified by Nortel during installation to City of Fort Worth's Nortel product distributor • Providing information required to customize the logical network design so that it conforms to City of Fort Worth -specific standards • Labeling all City of Fort Worth -supplied cables to be terminated • Ensuring that all City of Fort Worth T1/E1, Plain Old Telephone Service (POTS), Integrated Services Digital Network (ISDN), Frame Relay, Switched Multimegabit Data Service (SMDS) and Point -to -Point circuit facilities and UPS power are ready, available with proper grounding at the start of installation • Identifying customer -provided equipment such as rectifiers, fiber patch panels, DSX3 panels, Ethernet hubs, routers, NetSync equipment, racks, and external cabling • Providing a Radio Frequency Interference (RFI)-free zone • Ensuring that Nortel can use a modem to configure the Ethernet port • Designating a customer representative who is knowledgeable regarding cabling standards and Nortel hardware components, who certifies all cables as suitable and operational prior to the implementation service start date • Supporting all aspects of City of Fort Worth's business application software • Confirming the number of ISP and corporate networks to be connected • Install all cables and provide power outlets with sufficient service drop remaining to allow termination © 2008 No • Notifying Nortel in advance of any environmental issues or requirements • Notifying Nortel promptly of any problems that may affect Nortel's ability to perform the service • Ensuring that an AC power outlet is available and operational, if the modem must be connected to the Ethernet Routing Switch • Ensuring, if required, a working Plain Old Telephone Service (POTS)/analog line is within reach of the Ethernet Routing Switch by the agreed -upon installation start date • If installation activities are suspended, canceled, or changes to the scope of the project occur, the Nortel project coordinator requires notice within five business days. If notice is not given within five business days, a JCO will result. • Ensuring that all City of Fort Worth facilities are ready and available, and that all necessary information has been provided (including location, floor plans, power, building access, etc.) • Providing remote access (i.e., VPN access) according to Nortel specifications • Identifying and installing all City of Fort Worth -supplied equipment • Providing technical assistance, including all information and documentation, for all City of Fort Worth -supplied equipment • Ensuring telephone service is available at all sites for maintenance communications prior to the start and throughout the duration of installation • Providing IP Addressing Scheme (i.e. useable subnets) • Providing written authorization permitting Nortel to perform network discovery functions • Requiring attendance of key staff members and/or management for on -site and/or remote interviews conducted by Nortel © 2008 No Assumptions and Acceptance This section clearly defines the criteria that Nortel must fulfill to successfully achieve the critical project acceptance milestones. These acceptance milestones will be directly linked to the payment milestones as defined in the contract/purchase order. Any acceptance milestones not directly linked to payment milestones are considered internal milestones and will not be captured as acceptance criteria. Assumptions The following assumptions govern the delivery of the Implementation Services Package — Network Management for ESM, Enterprise Subscriber Manager, IAM, ENMS, EPM. • This service will be custom -quoted based on the size of City of Fort Worth's network and the scope of the tasks as set out in the mutually agreed -upon statement of work. • Nortel will not be responsible for delays related to the implementation of City of Fart Worth's business application software. • Nortel will provide the majority of the services during normal business hours, 08:00 to 17:00 (local time) Monday through Friday, excluding Nortel-observed holidays. Some work, however, may require after-hours access to City of Fort Worth's site at an additional charge. • When Nortel's service requires after-hours site access, City of Fort Worth will facilitate such reasonable requests from Nortel. • The standard service covers only a single site visit for installation and integration services. Next day service or support and monitoring is not included as part of this SoW and can be included at an additional charge. • Neither party will be obligated for the services described in this SoW until Nortel and City of Fort Worth mutually agree to the deliverables and other provisions. Agreement is indicated by City of Fort Worth issuing a purchase order that includes this document and, if applicable, a statement of work, and Nortel accepting the purchase order. • Completion of the deliverables and performance of the services are based on the parties carrying out their responses in a timely manner. The parties will rely on a mutually agreed Job Change Order (JCO) to address any changes, delays or disruptions in Nortel's continuous performance of services, other than delays or disruptions caused solely by Nortel and/or its subcontractors. • All prerequisites need to be completed by City of Fort Worth prior to the beginning of the onsite service activities. • If information specified at job quotation is not available, a site visit will be required, and City of Fort Worth agrees to pay Nortel all associated charges. • Nortel will determine the appropriate Nortel parties to attend meetings and conference calls. • Any changes in City of Fort Worth requirements, signed -off in the requirements phase, will follow the JCO process and may incur additional fees. • Any environmental issues, such as but not limited to asbestos in the environment, will cause work to cease in that location until corrective measures are taken by City of Fort Worth and may result in a JCO. • The service will be performed by Nortel or a Nortel subcontractor. • If the site is not ready by the scheduled start date, if testing activities are suspended because the site is not ready, if required information is not provided or if changes are made to the scope of work, then the schedule for completion of the Implementation Services work will be changed accordingly and additional fees may apply. © 2008 No Acceptance Criteria Completion of the service deliverables as defined in the custom statement of work. © 2008 No. Exclusions and Timelines This section lists exclusions to the scope as defined in this SoW and the timelines associated with service delivery. Exclusions The following activities are completely out of the scope of this project and are not performed by Nortel and/or City of Fort Worth as part of this project: • Creating and deploying all networks, subnets, Dynamic Host Configuration Protocol (DHCP) ranges, etc. • Creating or deploying production policies to City of Fort Worth network or devices. The deployment of production policies will require a custom statement of work detailing specific goals relating to City of Fort Worth network. • Disclosing proprietary information relative to the exact methods and procedures for service delivery • Testing City of Fort Worth -provided equipment unless stated in this document • Resolving interoperability issues with City of Fort Worth's third -party equipment • Providing any engineering, or re -engineering, of existing equipment, whether previously supplied by Nortel or by third -party vendors • Reinstalling or modifying previously installed equipment, ironwork, cable racks or fiber ducts • Directly attaching AC wires to circuits other than through a standards -agency -approved connectorized electrical outlet • Performing any work requiring an electrician • Installing Installation Related Material (IRM). An IRM equipment list determines the cost of such installation. Nortel can create an IRM equipment list as part of Site Engineering-Optical/Data. • Stitching cables — cables are run unstitched in the cable racks; however, Nortel Cable Lacing service can provide the resources for dressing cable runs using laces or stitches instead of cable ties • Special requirements, such as materials, engineering activities outside the scope of performing this service or exceptions to Nortel standards, will be billed separately using the Job Change Order (JCO) process • Being held responsible for delays in the implementation, or delays related to the implementation of City of Fort Worth's business applications • Removing and disposing of any previously installed equipment • Assessing any part and/or aspect of City of Fort Worth's network that is not mutually agreed upon • Testing for network -wide integration of City of Fort Worth's network. If a network -wide test is needed, Nortel can provide Network Connectivity Test, Verification, and Acceptance service. Timelines The following timelines govern the delivery of the Implementation Services Package — Network Management for ESM, Enterprise Subscriber Manager, IAM, ENMS, EPM: • The minimum lead time for the service is two weeks. © 2008 No Appendix (Device List provided ~250 devices) Model Circuit Router ADDRESS IP Address(s) DS3(1) WAN T1 SR1002 1031 Macon St LAB MLPPP 192.168.6.0/24 DS3(l) WAN T1 SR1002 CODE COMPLIANCE 3457 DECATUR AV. 192.168.227.252 DS3(1) WAN T1 SR1002 HIGHLAND HILLS CC 1600 GLASGOW RD. 192.168.55.240 DS3(1) WAN T1 SR1002 RD EVANS CC & Zboaz Golf 3242 LACKLAND RD. 192.168.52.240 DS3(l) WAN TI SR1002 SOUTHWEST CC 6300 WELCH AV. 192.168.56.240 DS3(1) WAN TI SR1002 THOMAS PLACE CC 4237 LAFAYETTE AV. 192.168.53.240 DS3(1) WAN TI SR1002 DIAMOND HILL CC 1701 NE 36TH ST. 192.1689426240 DS3(1) WAN T1 SR1002 HANDLEY/MEADOW BROOK CC 6201 BEATY ST. 192.168.46.240 DS3(1) WAN T1 SR1002 HILLSIDE CC 1201 MADDOX AV. 192.168.47.240 DS3(l) WAN T1 SR1002 NORTHSIDE CC 1100 NW 18th ST. 192.168.43.240 DS3(1) WAN Contivity TI 1100 SYCAMORE CC 2525 E. ROSEDALE ST. 192.168.49.240,241 DS3(1) WAN T1 SR1002 BERTHA COLLINS CC 1501 N POLY FRWY 192.168.41.240 DS3(1) WAN T1 SR1002 Cop Shop 2822 W. 5th st. BCM50 10.35.95.1/24 DS3(1) WAN TI SR1002 GREENBRIAR CC 5200 HEMPHILL ST 192.168.54.240 DS3(l) WAN Contivity T1 1100 2016 15th Ave. Day Labor & COP Shop BCM50 192.168.17.252,253 DS3(1) WAN Contivity TI 1100 Lake Patrol Marshals 192.168.11602405241 DS3(1) WAN T1 SR1002 WORTH HEIGHTS CC 3551 NEW YORK AV. 192.168.57.240 DS3(1) WAN T1 SR1002 NPD#8 4573 VILLAGE CREEK RD 192.168.121.230,231 DS3(1) WAN T1 ARN ZBOAZ GOLF MAINTENANCE 7151 CALMONT ST 192.168.2406252 DS3(l) WAN Contivity TI 1100 NPD#4 7451 N. BEACH ST. 192.168.165.252 DS3(1) WAN TI ARN NPD# 6 POLICE TRAFFIC 1100 NASHVILLE 192.168.126.252 DS3(2) WAN Contivity TI 1100 Air Support 1400 Nixon 192.168.142.240 DS3(2) WAN T1 SR1002 NORTH TRI-ETHNIC CC 2950ROOSEVELT 76106 192.168.44.240 DS3(2) WAN TI SR1002 RIVERSIDE CC/ADS 201 S.SYLVANIA 76111 192.168.58.240 DS3(2) WAN SR1002 MARTIN LUTHER KING CC 5565 TRUMAN DR 76112 192.168.48.240 © 2008 No T1 DS3(2) WAN T1 SR1002 SOUTHSIDE CC 959 E. ROSEDALE 76104 192.168.59,240 DS3(2) WAN TI SR1002 COMO NRD CC 4900 HORNE ST. 76107 192.168.50.240 DS3(2) WAN TI ARN ENGINEERING 1130 FOURNIER-HOLLY PLANT 192.168.1114240 DS3(2) WAN Contivity TI 1100 Guinn School 1150 South Freeway 1920168.115.2405241 DS3(2) WAN T1 SR1002 AUTO POUND PD 1301 E.NORTHSIDE DR 76102 10.35.96.1 DS3(2) WAN Contivity TI 1100 Northwest NRD CC Roberts Cut-off 192.168061,240 DS3(2) WAN Contivity T1 1100 NPD #2 1000 W. MAGNOLIA 76104 192.168.182.252,253 DS3(2) WAN TI Contivity 110 NPD # 5924 BOCA RATON 76112 192.168.184.252 DS3(2) WAN TI SR1002 NPD #3 3459 DECATUR 76106 1929168.1859252 DS3(2) WAN TI SR1002 CODE COMP/PACS/RIVERSIDE 3700 BELKNAP 192.168.136.252 DS3(2) WAN Contivity T1 1100 PD Storefront (Alliance Airport) 2421 Westport Pkwy 192.168.35.240,241 DS3(2) WAN T1 SR1002 PACS-ROCK SPRINGS 3220 ROCK SPRINGS 192.168.25.240 DS3(2) WAN TI ARN SPECIAL EVENTS HVY EQP 2901B CRESTLINE RD 192.168.36.240 DS3(2) WAN T1 ARN FORESTRY OPERATIONS 2525 JOE B RUSHING BV 192.168440.240 DS3(2) WAN TI ARN NATURE CENTER REFUGE 4600 BROADVIEW 192.168.22.240 DS3(2) WAN T1 ARN NORTH DST SRV CENTER 1700 BRENNAN 192.168.39.240 DS3(2) WAN T1 ARN WEST DISTRICT SRV CENTER 2910A CRESTLINE 192.168.37.240 DS3(2) WAN TI ARN GRAFFITTI SATELLITE 920 WOODWARD 76107 192.168.20.240 DS3(2) WAN TI ARN EAST DISTRICT SRV CENTER 2300 AVENUE H 192.168.456240 DS3(2) WAN TI ARN SOUTH DISTRICT SRV CENTER 5200 JAMES AV 192.168.38.240 DS3(3) WAN T1 SR1002 Haws Athletic Center 600 Congress St 192.168.30.240 DS3(3) WAN Contivity T1 1100 Southeast NRD Mansfield 1188 West Broad st. 192.168.60.240 DS3(3) WAN Contivity TI 1100 Police Storefront (Weiler st) 192.168.140.240,241 DS3(3) WAN TI SR1002 McCray Community Center 4932 Wilbar er St 192vI68vI87s252 DS3(3) WAN TI SR1002 Cowboy Santa 801 Grove St 10.180.100.1/24 DS3(3) WAN Contivity T1 1100 Enviro M mt 6400 Bridge st. 192.168.158.240,241 DS3(3) WAN Contivity T1 1100 Police Storefront Rid emar 6857-A Green Oaks Rd 10.35.87.1, 2 DS3(3) WAN SR1002 MWBE/Fire 307 W 7th St BCM50 (ml 14:2) VoIP 10.100.2.1/10.100.3.1 © 2008 No TI DS3(3) WAN Contivity TI 1100 FS44 4017 FALCON WAY 192.168.103.240 DS3(3) WAN Contivity T1 1100 SOD 5001 BLUE MOUND RD 192.168.151.252 DS3(3) WAN Contivity T1 1100 International Center 307 W 7th 192.168.239.252,253 DS3(3) WAN T1 ARN School Attendance Court FWISD 2215 Weiler Blvd 192.168.233.252 DS3(3) WAN Contivity TI 1100 Enviromental Mgmt 5000 MLK Frwy 192.168.7.2403241 DS3(3) WAN Contivity TI 1100 The Herd 131 Exchange Stock Yards 192.168.181.240,241 DS3(4) WAN Contivity T1 1100 FS38 VoIP 13280 Park Vistia Blvd BCM50 192.168.160.252,253 DS3(4) WAN TI SR1002 MWBE/Fire 307 W 7th St BCM50 (ml 3:12) VoIP 1041006291/10.100.3.1 DS3(4) WAN Contivity T1 1100 450 Alsbury Ct S inks Airport 192.168.5.2403241 DS3(4) WAN Contivity T1 1100 FS41 834 B1ueMoundRdWest 10.36.41.152 DS3(4) WAN Contivity T1 1100 NPD10 5320 Trail Lake Dr 192.168.183.1,2 DS3(4) WAN Contivity T1 1100 Pecan Valley Golf Course 6400 Pecan Valley Dr 192.168.31.240,241 DS3(4) WAN Contivity TI 1100 Meadowbrook Golf Course 1815 Jensen Rd 192.168.32.240,241 DS3(4) WAN Contivity T1 1100 Rockwood Golf Course 1851 Jacksboro Hwy 192.168.34.2403241 DS3(4) WAN Contivity T1 1100 Sycamore Golf Course 401 MLK Freeway 192.168.33.240,241 DS3(4) WAN T1 SR1002 FIRE STATION CC 1601 LIPSCOMB 76104 192.168.514240 CFW MAN Sites Model Gucuit Router Address IP Address s Contivity NA 1100 120 N.Pecan 192.168.70.240 Contivity NA 1100 4700 Ramey 192.168.72.240 Contivity NA 1100 2954 Old Mansfield 192.168.73.240 Contivity NA 1100 1000 Evans Ave. 192.168.74.240 Contivity NA 1100 205 University Dr. 192.168.75.240 Contivity NA 1100 7601 John T White 192.168.76.240 Contivity NA 1100 1301 W. Rosedale St. 192.168.125.252 Contivity NA 1100 2575 Polaris Dr. 192.168.78.240 Contivity NA 1100 3209 Hemphill St. 192.168.79.240 © 2008 No Contivity NA 1100 400 Grand Ave. 192.168.80.240 Contivity NA 1100 102 N. W. 22nd St. 192.168.81.240 Contivity NA 1100 5333 Lea Crest Ln. 192.168.82.240 Contivity NA 1100 2737 Meadowbrook Dr. 192.168.83.240 Contivity NA 1100 3100 Azle Ave. 192.168.84.240 Contivity NA 1100 5933 Geddes 192.168.85.240 Contivity NA 1100 212 E. Felix St. 192.168.86.240 Contivity NA 1100 1908 Carleton 192.168.87.240 Contivity NA 1100 2605 Carnation St. 192.168.88.240 Contivity NA 1100 1051 Woodhaven 192.168.89.240 Contivity NA 1100 3501 South Hills Ave. 192.168.90.240 Contivity NA 1100 4849 Wilbar er 192.168.91.240 Contivity NA 1100 3201 Portales 192.168.92.240 Contivity NA 1100 3101 Forest Ave. 192.168.93.240 Contivity NA 1100 3801 N. Main St. 192.168.94.240 Contivity NA 1100 6124 S. Hulen St. 192.168.95.240 Contivity NA 1100 201 Holloway Ct. 192.168.96.240 Contivity NA 1100 1224 Everman Pkw . 192.168.97.240 Contivity NA 1100 6400 Westcreek Dr. 192.168.98.240 Contivity NA 1100 4416 Southwest Blvd. 192.168.99.240 Contivity NA 1100 4209 Lon straw 192.168.100.240 Contivity NA 1100 10201 White Settlement Rd. 192.168.101.240 Contivity NA 1100 14650 Statler Blvd. 192.168.102.240 Contivity NA 1100 2250 Alliance Blvd. 192.1%104.240 Contivity NA 1100 5045 Columbus Tr. 192.168.62.240 Contivity NA 1100 OOF 4721 Ray White Rd. 192.168.63.240 Contivity NA 1100 7555 Oakmont 192.168.112.253 NA Contivity 8510 Spring 192.168.163.240 © 2008 No 1100 NA 5510 MEACHAM AIRPORT 4201 MEACHAM BLVD, 10.7.1-65200 NA 5510 2500 N. Houston 10.35.120.1 NA 5510 5650 E. Lancaster 10935.13061 NA SR1002 4900 Martin 10.50.10.0/24 NA 5510 8851 Camp Bowie W Blvd 10.30.10.0/24 NA 5510 501 Jones St. 10.35.160.0/24, 162.0/24 NA Contivity 1100 6301 Bridge St 10414161 NA Contivity 1100 501 E Bolt (CLOSED FRIDAY) 10.1.3.129 NA Contivity 1100 2913 Yucca 10.1.3.65 NA Contivity 1100 2800 Stark 10A 2.129 NA Contivity 1100 4300 E Berry 100162.65 NA Contivity 1100 3628 Bernie Anderson 10.143.1 NA Contivity 1100 4001 Library Lane 106161.65 NA Contivity 1100 4205 Basswood 10.1.4.1 NA Contivity 1100 601 Park 10.1.2.193 NA Contivity 1100 1300 NE 35th 10.1.2.1 NA Contivity 1100 3816 Kimberly 10.1.4.65 NA 5510 2500 Brennan PtP to CH 192.1686940/24 NA 5510 1000 Tluockmorton 172.31.310/28 CFW Core LAN Sites ' Circuit Model Router ADDRESS II' Address(s NA 8600 City Hall 1000 Throckmorton - Core 1 10.200.1.251 NA 8600 City Hall 1000 Throckmorton - Core 2 10.200.10253 NA 8600 Public Safety Building 172.20.5.249 NA 5510 City Hall Annex 908 Monroe 172.16AT229 NA 8600 Zipper - Core 1 10.200.1.249 NA 8600 Zipper - Core 2 10.200.1.250 NA 8600 Central Libra 10.1.254.36 NA 8600 Will Rodgers 192.168.2.252 NA 5520 Fort Worth Convention Center 192.168.155.24 0 NA 8810 T/PW - ESD 5001 James Ave. 10.120.25A NA 5510 La Gran Plaza 4200 S. Freeway 1002000 1, 11 NA 8600 Police 350 Belknap - 172.23.5.249 NA 5520 Police/Fire Training 1000 Calvert. 192.168.66.240 NA 8600 Bolt Street Communications - Core 10.35.202.2 NA 5510 Health 1800 University 192.168.64.224 NA 470 Botanic Gardens 192.168.23.224 NA 5510 West Division - 3525 Mar uitia 10.35.150.2 © 2008 No NA 5510 Telecom - 1515 llth Street 10.200.1.22 NA 5510 Code/FS 2 Texas Street 192.1683.226 NA 4550 Daggett Service Center - 2201 Dag et 191168.11224 NA Hub Cherry Street Service Center 192.168.10*240 NA 4550 T/PW Architect Services 10.119611253 NA BPS2000 Code Broadway Street 192.16 U26.22 4 NA 5510 Cable Office - 300 Taylor 192o 168v 15922 4 NA 5510 DOE Swift Building 10.20.20.1 NA 5510 South Side Service Center / Waste M mt Call Center 10.121.10.1 NA 5510 PACS Admin (La Gran Plaza) 191168.16.240 NA 5510 Enviromental Mgmt Air Quail (La Gran Plaza) 192.168.28.252 NA 5510 Development Department (La Gran Plaza) 191168.29.252 NA 470 Legacy CAD dispatch Police 911 Bolt 192.168.188.1 NA 1424 Police Communications Admin Bolt St 19116&67.252 NA 1424 Police South Division Bolt St 192* 168* 124*25 2 NA 1424 Fire Dept Equipment Bolt St 192.168.68.240 NA 1424 Fire Dept Supply Warehouse 192*168*690240 NA 1424 Equipment Services Tire Shop 192m 168v 12240 © 2008 No Implementation Services Package — Network Management for ESM, Enterprise Subscriber Manager, IAM, ENMS, EPM Order Codes A0551284 Implementation Services Package —Network Management for ESM, Enterprise Subscriber Manager, IAM, ENMS, EPM Optional Services The following optional services can be purchased. Please contact your Nortel representative for details. N0029101 Custom Quotes A0917322 Network Connectivity Test, Verification and Acceptance 1\0881075 Site Engineering-Optical/Data A0881066 Cable Lacing A0917105 Element Manager/Client Workstation Setup and Integration A0917098 Detailed Logical Design A0852113 Network Audit and Assessment Service N0032596 Network Migration Planning Services Acronyms/Terms BOM (Bill of Materials) —Document that identifies products and services purchased Cl (Customer Initiation) — EXternal call between Nortel/partner and the customer CIQ (Customer Information Questionnaire) — Document that collects network information used to complete the spec book D-date —Date the equipment will ship H-date — Date when on -site installation will start JCO (Job Change Order) — Used when there is a change due to delay, cancellation or addition in the project. A JCO may result in additional funding required. -date — Completion date OCC (Order Commit Call) — Internal Nortel/partner call SOC (Statement of Completion) — Document that the customer signs after work completion Spec book — Workbook that contains network element configuration data © 2008 No ©��IiZiT�Ti7��1►�1���� Nortel, the Nortel logo and the Globemark are trademarks of Nortel Networks. Nortel is a recognized leader in delivering communications capabilities that enhance the human experience, ignite and power global commerce, and secure and protect the world's most critical information. Serving both service provider and enterprise customers, Nortel delivers innovative technology solutions encompassing end -to -end broadband, Voice over IP, multimedia services and applications, and wireless broadband designed to help people solve the world's greatest challenges. Nortel does business in more than 150 countries. For more information, visit Nortel on the Web at www.nortel.com. © 2008 No Proposal to: for: Enterprise Network Management System(ENMS) Services for the City of Fort Worth Reference No. SQ17940.5 Dated: September 08, 2008 Norte) © 2008 No Table of Contents 1.0 PRICING SUMMARY...........................................................................................................1 1.1 Reference No. SQ17940.5..................................................................................... 1 2.0 ADDITIONAL INFORMATION............................................................................................. 4 2.1 Supporting Documentation.............................................................................................. 4 2.2 Service Requirements..................................................................................................... 4 Standard Service Assumptions, I I I I . I 1 4 1 a 4 0 & 1 0 1 1 0 0 1 0 1 1 0 4 V I a 0 1 1 0 9 4 0 p 1 4 1 V V up ... I I & g a 6 66* 4 Standard Service Exclusions............................................................................................... 5 Service Pricing Notes/Warranty Notes. . 5 2.3 Professional Services Agreement.................................................................................... 5 ?A Job Change Order(JCO)................................................................................................. 5 Copyright©2008 Nortel. All Rights Reserved. NORTEL, the NORTEL corporate logo, and the Globematic are trademarks of Nortel. All other brand and product names are trademarks or registered trademarks of their respective holders. Information in this document is subject to change without notice. Nortel assumes no responsibility for any errors that may appear in this document. 1.0 Pricing Summary 1.1 Reference No. SQ17940. S This quote is intended for Affiliated Telephone for Enterprise Network Management System(ENMS) Services Customer City of Fort Worth N0551284 Enterprise Network Mgmt Series Scripting (4 Days) $ 4025,00 Total $ 4025.00 Notes: • The 3 day ENMS service will create the scripts for ENMS and includes configuration of RMON supported switches. • Capacity traps do not exist for Contivity or Secure Routers • see SoW in section 2.1 for full scope details. • MSRP: Manufacturer Suggest Retail Price • WPP: Wholesale Partner Price • NPP: Net Partner Price • No further discounts are allowable unless received in writing from Nortel. • Quote Completed by: Sarah Galley Travel • Standard Travel and Living Expenses are included for one site visit per site for one person only. Additional site visits will be billed to the customer based on Nortel's standard travel and living guidelines. Project Contact Information PROFESSIONAL SERVICES AGREEMENT Page i Table of Contents (cont.) Nortel Sales Information Nortel Sales Representative: Chericia Curtis Nortel Sales Rep Phone or ESN: 972-3624976 Nortel Sales Engineer: Lorraine Delaurentis Nortel Sales Engineer Phone or ESN (972) 684-5067 Partner / Reseller Partner Company Name: Affiliated Telephones Partner Contact Name : Mark Cope Partner Phone Number: (972) 8524028 Partner Email: mcope@affiliatedcom.com End User /Customer End user Company Name: City of Fort Worth End user Address City: 1001 Throckmorton End user Contact: Jeff Kersey End user Phone: 817-996-2013 End user Email: jeff.kersey@fortworthgov.org Terms Quote is valid 60 days from date set forth above. A purchase order MUST be issued and accepted by Nortel for this project to commence. Remit signed purchase order to the contact below. All quotes and payments are and shall be in US dollars. Placing Orders: • Please provide the following information when placing an order: Applicable Quote Number Contact Information Ship to Destination And remit to: • Email address: corp.accounts@nortel.com ® Fax Number: 800-707-6983 Order management Contact Information: • US Remit to address is; Nortel 3985 Collection Center Drive Chicago, IL 60693 USA Page 2 PROFESSIONAL SERVICES AGREEMENT Table of Contents (cont.) • Canadian Remit to address is; Nortel P.O. Box 9496, Postal Station A Toronto, ON M5W 4E1 Canada Contact Information • Nora Mcdonald 972-685-0321 ESN 445 noramcd@nortel.com • Virginia Jones 770-708-4725 ESN 268 virjones@nortel.com Page 3 PROFESSIONAL SERVICES AGREEMENT Table of Contents (cont.) 2.0 Additional Information 23 Supporting Documentation The following documents are provided as attachments to this quote: • Applicable Service Statement of Work Documents and or Service Definition Documents Affiliated Computer ENMS_SoW_V5. doc 2.2 Service Requirements A Service Statement of Work Document (SOW) and or Service Definition Document (SDD) are provided as attachments to this quotation. These documents define the roles and responsibilities of Nortel and the Customer as well as the deliverables, prerequisites, assumptions and exclusions for the services presented in this quotation. This section describes Nortel standard service assumptions and exclusions that are in addition to those set forth in the Agreement or Service Agreement, as applicable, and as described above. Additional assumption's and exclusions apply on a per SOW and or SDD basis. Standard Service Assumptions • Neither party shall be obligated under this quotation until such time as Nortel accepts Customer's respective purchase order or if Nortel commences performance. • Completion of the Deliverables and performance of the Services specified hereunder are based on the assumptions described herein and Customer's timely completion of its responsibilities. This includes any prerequisites identified in the Service SOW and or SDD. • Nortel plans to perform the services on a continuous basis as contemplated in the project schedule OH d Nortel work plan. Any delays or disruptions in Nortel'S continuous performance of Services, other than delays or disruptions caused solely by Nortel and/or its subcontractors, will be subject to a Job Change Order as provided in Section 2A of this Quotation. • Nortel will attempt to provide services hereunder during normal business hours, 8:00 am to 5:00 pm (local time) Monday through Friday, excluding Nortel holidays. Some services, however, may require after hours access to the customer's site. • Work on this project will be performed either remotely and/or on -site as deemed most appropriate by the lead Nortel Engineer or per the attached SDD or SOW. • In the event that information specified at job quotation is not available, a site visit will be required and the customer shall be responsible for all associated charges. • It is assumed that clear floor space is available, no installation repair or relocation of existing or customer -supplied equipment is required, no "hot slide" is required, the existing power plant has sufficient power, the floors are solid concrete, the ceiling and cable rack heights are sufficient for seven -foot bays, the existing cable racks are ladder type, and external timing synchronization is provided by the customer. • Both Nortel and the customer will comply with all applicable laws, ordinances and regulations pertaining to the safe handling, use, storage, recycling, disposal and/or transportation of regulated substances such as Asbestos Containing Material (ACM), presumed ACM, and lead -containing materials. The customer will be responsible for the abatement and/or removal of any unsafe condition before Nortel personnel can begin, or continue, this service. Nortel may suspend the service without penalty, and Customer shall be responsible for any costs incurred by Nortel as a result, due to the presence of ACM, presumed ACM, and/or any other unsafe condition until Nortel and the customer agree on the correction or alterations necessary for the safe performance of this service. PROFESSIONAL SERVICES AGREEMENT Page 4 Table of Contents (cont.) • Only the standard installation tools and test equipment as defined in Nortel documentation will be necessary. • Nortel will determine the appropriate Nortel parties to attend meetings and conference calls. • Special requirements, such as materials, engineering activities, or exceptions to Nortel standards will be billed separately. Standard Service Exclusions • Nortel Product Certification Training of the customer. • Disclosing proprietary information relative to the exact methods and procedures for service delivery. • Testing of customer -provided equipment. • Resolving interoperability issues with other vendors. • Any engineering, or re -engineering, of existing equipment whether previously supplied by Nortel or by another vendor. • Any re -installation or modification of previously installed equipment, ironwork, cable rack(s), or fiber duct(s). Directly attaching AC wires to circuits other than through a standard agency -approved, connectorized electrical outlet or other work requiring an electrician. • Any Cable lacing. This service available for purchase at an additional fee. • Removing and disposing of any previously installed equipment. • Performing any work requiring an electrician. Service Pricing 1vTotes/Warranty Notes • If a technician is dispatched and Nortel determines that the reported problem is not solely attributable to Nortel, then Nortel will invoice the customer at the then -current time and materials fees plus associated travel and living expenses. However, Nortel will not charge the customer for dispatched assistance if the customer has already entered into an agreement with Nortel for such dispatch service. • If Nortel incurs additional costs due to the customer being unable to meet commitments identified in the project plan (e.g., the site is not ready for installation tasks to begin, etc.), these costs will be charged back to the customer. A remobilization fee will apply if testing activities are suspended because the facilities (building access, escorts, etc.) are not ready or because changes are made to the scope of work. If additional equipment (crane, fork lift, etc.) is required or if Nortel is denied reasonable access to a location, there will be an additional charge. • Pricing is based on use of non -union labor at all sites. 2.3 Professional Services Agreement The proposed services are subject to and governed exclusively by terms and conditions of existing agreement between Reseller and Nortel. 2.4 Job Change Order (JCO) The parties may, by mutual agreement, make changes to this SOW ("Change"). The party asking for a Change shall describe in writing the details of the requested Change ("Change Order Request"). Nortel shall provide in writing to Customer a summary of any and all adjustments to the charges and other changes resulting from the Change Order Request. In no event shall any Change be effective or acted upon in any way until such time as i) an authorized PROFESSIONAL SERVICES AGREEMENT Page 5 Table of Contents (cont, representative of each party has agreed to the terms of the Change Order Request in writing and ii) Nortel has received an Order fi-om Customer for any additional charges resulting from the Change Order Request, Page 6 PROFESSIONAL SERVICES AGREEMENT