The URL can be used to link to this page

Home My WebLink AboutContract 41420 t t CITY SECRETARY CONTRACT NO. L4 1 J b PROFESSIONAL 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 duly authorized Assistant City Manager, and Scientel Wireless, LLC, a Limited Liability Company and acting by and through Nelson C. Santos, its duly authorized President, each individually referred to as a "party"and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Statement of Work plus any amendments to the Statement of Work 3. Exhibit B—Payment Schedule 4. Exhibit C—Milestone Acceptance Form 5. Exhibit D—Network Access Agreement All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of City of Fort Worth Wireless Alcatel-Lucent Microwave upgrade (Scientel Proposal 2010326). 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. 2. 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 for 1 Year ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement shall be renewable at the option of the City for 5 additional terms of one year each (each a "Renewal Term"). The City shall provide Consultant with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $1,023,438.00 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 unless the City first approves such expenses in writing. 4. TERMINATION. OFFIC @AL RECORD 4.1. Written Notice. CITY SECRETARY 7T. WORTH, TX Professional Services Agreement Scientel Wireless,LLC Page 1 of 11 Revised September 29, 2010 L l 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 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 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, or the final conclusion of any audit commenced during the said three years, 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, or the final conclusion of any audit commenced during the said three years 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. Profes510 4 Services Agreemerrt Scmnt[l Wireless,LLC Page 2 of 11 Revised September 29, 2010 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, 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. It is further understood that the City shall in no way be considered a Co- employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. S. LIABILITY AND INDEMNIFICATION. A LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR 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. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at Its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof Is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non- infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement and refund to City the payments P,afessmal Swoces Agreemenrt ScwrKe1 Wireless LAC Page 3 of 11 Revised.September 29. 2010 a actually made to Consultant under this agreement. 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 shalt 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 of the Consultant under this Agreement prior to the effective date of 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 certificate(s) 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 occurrence on a combined single limit basis 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(E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Pr(*essKX)aI Services Agreerneni 5cientel Wireless,L1C Page 4 d 11 HevRsed September V, 2010 Coverage shall include, but riot be limited to, the following: (i) Failure to prevent unauthorized access (ii)Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language 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. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be 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 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) 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. 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. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) 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. 11. COMPLIANCE WITH LAWS, ORDINANCES RULES AND REGULATIONS Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. PrdessKvial Services Agreerr em Scw."el Wireless,LLC Page 5 of 11 Revised September 29, 2010 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: City of Fort Worth Scientel Wireless, LLC Attn: Karen Montgomery, Assistant City Manager Attn: Nelson C. Santos, President 1000 Throckmorton Address: 948 Springer Drive Fort Worth TX 76102-6311 Lombard, IL 60148 Facsimile: (817)392-8654 Facsimile: (630)652-3805 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/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. 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 laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to 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 unenforceabler the validity Prdessional Services Agreement Scw"el W fireless. LLC Page 6 4 11 Revised.September 29. 2010 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 forth 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, 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, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision 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 parry shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each 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 in entering into this Agreement. 25. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 26. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards City must give written notice of any breach of this warranty within thirty 11!Mess"iai Services Agroernent Scter4et wlreAess.�_LC- Page 7 d 11 Revised September 29. 2010 ,e (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 27. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten(10)days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 28. NETWORK ACCESS. If Consultant requires access to the City's computer network in order to provide the services herein, Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit"D" and incorporated herein for all purposes. 29. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 30. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute Notwithstanding the fact Professional Services Agreerrx ?t Sck9Mel W ireiess. LLC Page 8 4 11 Revised September 29, 2010 that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. [SIGNATURE PAGE FOLLOWS] Pmtessorinai Serv!c:es Agreement Scoomel Wiretless.LLC Page 9 4 11 Revised September 29, 2010 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of , 20,. ACCEPTED AND AGREED: CITY OF FORT WORTH: NAME OF CONSULTANT: By BY: _ Karen L. Montgomery Nelson C. tos Assistant City Manager President Date: /j,/�l Date: k0j. �� at?/0 ATTEST: A -a-onb B Y p Marty Hendri ,o��pRT ya�� 00000100 City Secretary o � 0 0 0�� O �p O Y APPROVED AS TO FORM AND LEta(: 000° 000000 AY B �,a'C'O' Maleshia B. Farmer Assistant City Attorney CONTRACT AUTHORIIZZATION: M&C: 04((4 l(2 O D Date Approved:-it`I a OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX PratessKna Serwes Agreement Sciamei Wireless,LLC, Page 10 of 11 Revised September 29. 2010 EXHIBIT A STATEMENT OF WORK See attached documents: professional Services Agreement Scw#ei Wireless.LLC Page 2 of 11 Revised September 29. 2010 Alcatel-Lucent STATEMENT OF WORK City of Fort Worth Bid#1OUSO78552B2 Thursday, September 30, 2010 Alcatel-Lucent Proprietary and Contidenhal. K, 2010 All Rights Reserved. -- -- e Table of Contents 1 Introduction...................................................................................... .4 2 Project Description..................................................................................4 2.1 Description................................................................ 4 2.2 Equipment Configuration.......................................................................... .4 3 Project Management Services..................................... . 5 3.1 Alcatel-Lucent Responsibilities..................................... ................ ........... 3.2 City of Fort Worth Responsibilities 7 3.3 Assumptions 8 ...... 4 Engineering and Staging of MDR-8000, 7705 SAR-8 and 7750 SR-7 4.1 Description............................................................ .. ...............8 . .............................. 4.2 Alcatel-Lucent Responsibilities-Engineering.....................................................8 4.3 Alcatel-Lucent Responsibilities- Installation ........................... 10 ......................... 4.4 City of Fort Worth Responsibilities................................................................ 10 4.5 Assumptions....................................... 5 Microwave Design and Installation ............................................................ 12 5.1 Equipment Warranty&Post Installation Support............................................... 12 ................ 5.2 Scope of Work for Microwave ..................................................................... 13 5.3 Transmission Engineering Services.............................................................. 14 5.4 Project Services.................................... .................... 5.5 Building and Outside Plant..................... .................................................. 17 5.6 Installation Services.................... .................................................... 19 5.7 Network Management System Commissioning...............•.. 20 5.8 Hop Acceptance Tests............................... .................................. 5.9 System Acceptance Procedures............... .. .............................................. 21 5.10 System Traffic Cut-over.................... . ................................................ 21 5.11 Equipment Removal................................................................................. 22 ..................................................... 23 6 Network Design-Ethernet/IP/MPLS .......................................................... 23 6.2 Customer Responsibilities...................... ...... 6.3 Schedule/Timeline ................. ........................................... 25 6.4 Assumptions.......................................................................................... 26 7 Data Network Integration-EthernetflP ....................................................... 26 7.1 Alcatel-Lucent Responsibilities............................ 7.2 City of Fort Worth Responsibilities................................................................ 27 7.3 Schedule/Timeline ........................... .................. 28 .................................... 7.4 Assumptions............................................................. ............... 28 8 Technical Support Service .......................................... . ... ... ..... 28 8.1 Alcatel-Lucent Responsibilities............................ ...... ..... 8.2 Definition of Severity Levels ....................................................................... 30 8.3 TS Key Performance Indicators...................................... ........ 30 ..................... 8.4 Patch Releases/Maintenance Releases ......................................................... 31 8.5 License Terms.................................................... .......... 31 .......................... 8.6 Lab System............................. 31 8.7 Customer Service Delivery Feedback/Escalation .............. ................................ 8.8 City of Fort Worth Responsibilities......................... 9 Repair& Exchange Services.................................................................... 32 --------------- - Alcatel Lucent Proprietary and Confidential. 0 2010 All Rights Reserved. ---- - Z i 9.1 Alcatel-Lucent Responsibilities............... 9.2 City of Fort Worth Responsibil ities................................................................ 32 9.3 Part Request Process.................... ................................................. 33 9.4 Unreturned Parts.............. . 10 General City of Fort Worth Responsibilities ... ""' 34 .............................................. 34 All Maintenance Servi . 10.1 Services............. . ............................................................ 34 10.2 Remote Connection............ 11 Service level Agreements.............................................................................. 35 ............................................... 35 11.1 For Repair&Exchange Service(RES).................... 11.2 Unified SLA for Technical Support(TS)....... ............................ 36 ................................................... 36 12 Exclusions.......................................................................................... 37 13 Term/Duration for Maintenance Services..................................................... 40 14 Project Schedule .................................................................................. 41 15 Pricing Summary..................... ................... 41 . 15.1 Pricing Notes..................... ....................................... .......................................................... 41 16 Glossary............................................................................................. 42 16.1 Maintenance Definitions............... tions............. ............................................................. 42 16.2 Abbreviations 17 Appendices......................... ......................................................................... 44 ................................................................ 45 17.1 Maintained Products and Scope of the Services........................... 17.2 Exhibit A: Product Description •........................ 45 17.3 Exhibit B Wireless Transmission Division Project Com 46 1 pletion Notice....................... 47 Alcatel Lucent Proprietary and Cunfidentiai. r, 2010 All Rights Reserved. ��— — --- — —---- 3 t C 1 Introduction This Statement of Work("SOW")describes the deliverables, parties'respective responsibilities and other conditions applicable for the provision of Project Management Services, Engineering and Installation of MDR-8000, 7705,7750 and 5620 SAM Equipment, Data Network Design, Configuration and Integration, Repair and Exchange and Remote Technical Support Service ("Service(s)")by Alcatel-Lucent USA Inc. ("Alcatel-Lucent")for City of Fort Worth ("City of Fort Worth"). Performance of the Services described in this SOW shall be by the terms and conditions of the HGAC Contract,and this SOW which is hereby made a part of the Agreement ("Agreement"). No obligation to provide any of the Services described herein arises until the Agreement has been executed by both parties and an order for such Service,incorporating the terms of this SOW,has been placed by City of Fort Worth and accepted by Alcatel-Lucent. In the event of a conflict between the terms of the Agreement and this SOW,the terms of this SOW shall prevail with respect to the subject matter contained herein. Alcatel-Lucent's performance of the Services described below is subject to the assumptions, exclusions and other conditions identified in this document. 2 Project Description 2.1 Description This SOW describes services required for the engineering, installation staging,design and configuration,integration and support of 14-MDR-8000,4 MDR-8000 upgrade,8 77o5 SAR-8, i 7750SR-7,and 1 5620 SAM for the City of Fort Worth. 2.2 Equipment Configuration The Services described in this SOW are exclusively for the following products: 14 xAlcatel-Lucent MDR-8000 • 4 x Alcatel-Lucent MDR-8000 Ethernet Upgrade Kits • 8 x Alcatel-Lucent 7705 Service At�areuation Router(SAR) • 1 x Alcatel-Lucent 7750 Service Router(SR) • 1 x Alcatel-Lucent 5620 SAM ■ 1 x Sun Fire Server Alcatel-Lucent Proprietary and Confidential. C 2010 NI Rights Reserved. 3 Project Management Services 3.1 Alcatel-Lucent Responsibilities 3.1.1 Description Alcatel-Lucent will provide Project Management Services for the duration of the project.Alcatel- Lucent will utilize a Project Manager who will function as a single point of contact(SPOC)for City of Fort Worth on the project and will coordinate project activities through final delivery of all contracted-for elements,coordinating all in-scope tasks until project closeout.The project manager(s)that is(are)assigned to the project will be guided by the principles of Project Management established by the Project Management Institute(PMI®)in order to plan, schedule,and implement project activities,meeting industry recognized standards of quality, reporting frequency,and control.Alcatel-Lucent's Project Management process is fully documented;the methods,procedures and tools are field proven,based on recognized industry standards,and have achieved ISO goof/TL g000 certification. 3.1.2 Tasks Alcatel-Lucent shall: 3.1.2.1 Project Initiation and Planning Phase • Appoint a Project Manager functioning as the SPOC for the project and the clearinghouse for project communications. • Mobilize resources for all project management functions(if applicable). • Implement central and regional material management(if applicable). • Collaborate with City of Fort Worth to develop a baseline Project Management Plan,which will include: • A description of the project scope,and a plan to manage scope.This includes a delineation of project objectives. • Plan to collaboratively review and obtain acceptance of key milestones. • Schedule Management Plan with a baseline schedule with critical paths,and key milestones. This includes the definition of entry and exit criteria(checklists)for various stages of the project(e.g.,site readiness criteria, installation, integration,order completion,etc.)and for the entire project. • Resource Management plan with a staffing assignment and a Resource Calendar. • Communication Management Plan,including: City of Fort Worth and Alcatel-Lucent involved organization and stakeholders identified with names,plan for joint project kickoff meeting, and reporting structure(periodicity,contents,etc.)for periodic progress meetings to review status and validate the project outlook,covering: • Progress meetings: location,duration,frequency • Progress reporting contents and format • Management report cycle,distribution lists, media • Exception reporting and escalations, media,management levels Alcatel-lucent Proprierary and Confidential V 2010 Alt Rights Reserved. ------�.�__5 • Test and Acceptance Plan appropriate to the project and agreed to with City of Fort Worth • Change Management Plan with identification of tools to be used. • Document and Revision Control plans for hardware,software,documentation,procedures, etc. • Preliminary timeline with critical dates. • High level list of all deliverables. 3.1.2.2 Project Execution and Control Phase Manage and control the execution to the baseline plan and modify the plan as necessary and as agreed to by stakeholders.This phase includes: • Coordinating project activities through final installation/delivery of all contracted-for elements,and coordinating all orders until project closeout. • Managing project processes,e.g.,Change Control, Document Control, Configuration Management,Deliverable Timeliness and Deliverable Quality,etc. • Communicating project status(schedule,technical,quality,etc.) using processes and reports determined in the communications plan to City of Fort Worth,and collaboratively determine resolution of project scope change requests.Where agreed to,develop custom reports. • Managing resources—allocating staff and other resources(e.g.,equipment,laboratories,3`d party suppliers,etc.), getting commitment to project schedule,and having staff trained. • Monitoring and controlling the project-comparing actual performance to plan. Recommending preventive or corrective actions.Validating defect correction. • Analyzing and tracking project risks to verify that risks are identified,status is reported,and appropriate risk response plans are executed.Escalating and issuing jeopardies,as necessary. • Managing change control— identifying changes that have occurred or need to be addressed. Verifying that only approved changes are implemented.Jointly reviewing change requests with City of Fort Worth and determining how requests are to be resolved. • Documenting and incorporating only approved changes into the project products and services,and documenting the impact of requested changes. • Contract Administration —verifying that the deliverables/milestones and obligations per the respective contract documents are achieved/in compliance and notifying City of Fort Worth appropriately,if otherwise. • In case of delays and failures by third parties directly contracted by City of Fort Worth, or the failure of such third parties to cooperate with Alcatel-Lucent,Alcatel-Lucent will refer the matter to City of Fort Worth for resolution. 3.1.2.3 Project Closeout • Manage close-out activities,before any necessary resources are released, including: • Verify that all activities within the scope of Alcatel-Lucent's responsibility under accepted purchase orders have been completed in accordance with contractual requirements. Update respective contract records. Alcatet Lucent Proprietary and Conti dent tat. ®2010 All Rights Reserved. ---- ------ —_ 6 f , 3.1.3 Deliverables Alcatel-Lucent shall provide the following: • Project Documentation to be provided to City of Fort Worth on an ongoing basis includes: • Progress reports as required • Project timeline • Other documentation as mutually agreed to 3.2 City of Fort Worth Responsibilities City of Fort Worth shall: • Place timely purchase orders for all goods and services included in the project. • Provide contact list,including a PM SPOC,of the City of Fort Worth managed project resources and stakeholders. • Include 3`d party supplier contacts involved in the project • Identify City of Fort Worth SPOC for escalations/issues. • Provide access to facility and systems as required. • Coordinate and provide access to required personnel,facilities,site and information, including computer equipment,telecom equipment,and workspace,as required to perform the Service. • Provide security clearances and/or escorts as required to access the site and facilities for installation and maintenance. • Provide Alcatel-Lucent with access to City of Fort Worth's IT network,as required to perform the Service. • Provide Alcatel-Lucent with all information reasonably requested by Alcatel-Lucent necessary for the performance of the services,including without limitation providing technical configuration information such as IP addresses, BDFB assignments,alarming scheme and assignments,relay rack locations,circuit assignments(DS3,OC3,Ti)as specifically requested by Alcatel-Lucent in connection with this project.This information should be accurate and complete and be provided five(5)days prior to Service initiation. • Review and approve agreed-to documentation: • Review document within two(2)business days from document receipt.At this time, provide comments and requested changes or approve the document. • If comments are provided or changes requested,Alcatel-Lucent will review the changes and incorporate changes,where possible,and re-submit a final draft along with a "red-lined" draft of the changes within two(2)business days for review and approval. City of Fort Worth will accept such final draft documents or provide a detailed explanation of the remaining deficiencies within two(2)business days. • Sign off on plans as defined in the Deliverables section. • In the case of City of Fort Worth-provided systems and/or products included in this Project but procured directly by City of Fort Worth,ensure cooperation of the other vendors whose deliverables can delay timely completion of project. Alratet-Lucent Proprietary and Confidential. 1010 All Rights Reserved, • Execute according to the agreed upon plans at hand-off/interface points, including the completion of responsibilities assigned to City of Fort Worth in the SOWS included in this project. • Assist Alcatel-Lucent in discussions with any third party that City of Fort Worth requires Alcatel-Lucent to manage within the scope of the project,and execute such letters of agency or similar documents as required to authorize Alcatel-Lucent to manage and direct such third parties on City of Fort Worth's behalf. ■ Secure the cooperation of and any necessary license rights from City of Fort Worth third party vendors as required for Alcatel-Lucent's performance of the services. 3.3 Assumptions ■ Alcatel-Lucent PM will work remotely and travel at City of Fort Worth's request. The Alcatel- Lucent PM will attend the intial project kick-off meeting. 4 Engineering and Staging of MDR-8000, 7705 SAR-8 and o SR- 7 775 4.1 Description Alcatel-Lucent's Engineering and Installation Staging Services provide the resources needed to deploy equipment in City of Fort Worth's network as more specifically described in the sections below. Alcatel-Lucent engineers collect and assess information about City of Fort Worth's on-site and equipment conditions to identify site requirements that may impact the overall deployment. Based upon City of Fort Worth input and applicable equipment requirements,Alcatel-Lucent engineers prepare detailed specifications and order the required materials to enable efficient installation upon delivery. Once the equipment and the job are engineered,Alcatel-Lucent installation technicians begin the installation of the equipment,performing the assembly,cabling and wiring,and testing of the hardware components,verifying that the equipment is functioning as engineered and specified. Note that this SOW is applicable only to engineering and installation staging of the MDR-8000, 7705 SAR-8 and 775o SRc12 equipment at the Alcatel- Lucent facility in Longview,TX. Field installation of IP/MPLS equipment will take place in conjunction with the installation of the Alcatel-Lucent microwave radio equipment. 4.2 Alcatel-Lucent Responsibilities - Engineering 4.2.1 Description Alcatel-Lucent Engineering configures equipment requirements based on inputs from the City of Fort Worth order,completed questionnaires and/or Site Survey data. The decisions as to specific equipment needs are based on each component's functionality,capacity,and application of engineering rules associated with each component. 4.2.2 Engineering Tasks Alcatel-Lucent shall: ■ Execute first-pass verification and integrity check of City of Fort Worth request/Purchase Order(e.g.,does it meet general high-level compatibility requirements such as equipment availability, floor space,site/en,7ronmental conditions,etc). AlCatel-Lox Pnt ProprJetary and Confidential. i)2010 All Rights Reserved. • Provide list of assignments and material to secure framework,per City of Fort Worth or zoning requirements. • Provide list of assignments and materials for the grounding of equipment and associated framework. • Provide running lists and assignments to run and connect cables as specified in the assumptions section. • Update Alcatel-Lucent site records and assignments. 4.2.3 Engineering Deliverables Alcatel-Lucent shall provide the following: • Technical specifications consisting of the following: • Equipment installation instructions,notes and work items. • Bill of materials for installation material. • Applicable associated cable running lists and assignments as specified in the assumptions section. • Site Survey is assumed to be performed in conjunction with microwave installation. • Site Survey will provide termination assignments for all external connections • Assumes all sites will be Engineered under the same order • Site Survey will provide termination assignments for all external connections • Site document consists of work items and material list kit. ■ Does not include marking customer drawings or customer database updates or support. • Assumes existing racks,fuse panel,cable rack,fiber duct,and interface panels • Assumes Signal and power cable racking are existing. • Pricing does include site specific material as detailed below for each shelf: • i ground drop ro'(shelf to existing ground) ■ 2 Batt&Rtn feeds 1o'(shelf to PDU within the same bay) • 1 alarm cable up t025'(shelf to existing alarm block) • 4 Dual fiber jumpers up to io' (shelf to MPLS Shelf) ■ Miscellaneous labels and hardwares ground drop io'(shelf to existing ground) • For M PLS Shelf: • 2 Batt&Rtn feeds io'(shelf to PDU within the same bay) • i alarm cable up t025'(shelf to existing alarm block) • i CAT6 communication cable up to io'(shelf to existing demarc) • 4 Dual fiber jumpers up to io' (shelf to Microwave or existing demarc) • Miscellaneous labels and hardware At catel I.ucent Proprietary and Con fident tat. V 2010 All Rights Reserved. 4.3 Alcatel-Lucent Responsibilities - Installation 4.3.1 Description Alcatel-Lucent will install equipment— performing the assembly,wiring and testing tasks listed below in this section according to Alcatel-Lucent's and/or third-party manufacturer's prescribed procedures associated with the product furnished on the order(except City of Fort Worth spares). The actual work operations,for any given installation job,are dependent on the specific equipment being installed and the location and configuration of the City of Fort Worth's site. 4.3.2 Installation Tasks Alcatel-Lucent shall: • Install the following material for the required shelf into the microwave rack w/ PDU: o 1 ground drop per shelf @ io'(shelves to existing ground) 0 4 power drops per shelf @ lo'(shelf to existing fuse panel) o up to 4 runs dual fiber jumpers per shelf @ zo'(shelf to demarc in same rack) o up to i CAT6 io/ioo cable per shelf @ io'(shelf to demarc in same rack) 0 up to i alarm cable per shelf up to 25'(shelf to existing alarm block) 0 up to 132 Port Ti/Ei RJ45 Panel 0 up to 2 Ti/Ei Cables @ iM • Remove all trash that is created by this the project from all sites. 4.4 City of Fort Worth Responsibilities City of Fort Worth shall: • Provide: • Completed engineering questionnaires • City of Fort Worth equipment requirements,as applicable for product • Site documentation,drawings,and master records(if available) • Final approval of equipment footprint,floor plan layout(s) • All required demarcation assignments and network configuration This is required,regardless of whether Alcatel-Lucent Engineering Service is or is not purchased. • Provide unrestricted access(e.g., permissions,keys,access codes,badges)to secured or guarded building and facilities. • Provide accessible space for delivery vehicles and installation team(e.g., unloading space, building opening and passageways of adequate size,concrete floors,equipment storage/staging/installation areas,elevators,loading dock,switch,and power rooms). • Provide unimpeded cable running access. • Complete all site preparation tasks, including those identified by Alcatel-Lucent's Site Survey if Alcatel-Lucent performs a site survey. (City of Fort Worth will be responsible for additional Alcatel Lucent Protxietary and Confidential C 2010 Ail Rights Reserved i, charges for any additional work effort required; including site revisits,as a result of the site not being ready,and the schedule will be adjusted for the resulting delay. Such changes will be handled in accordance with the Change Management section of this SOW.) Site preparation tasks will include but are not limited to: • Provide appropriate fIVAC,AC power(available within the installation area), lighting, structural support,and fire protection/environmental hazard protections and alarms for installation site,as may be required by law and in accordance with equipment manufacturer specifications. • Provide sufficient DC power plant capacity,in accordance with equipment manufacturer specifications,to power the new equipment,and assure that all required DC power drops have been provided,terminated,and labeled to the installation area power supply. • Provide grounding system suitable for the equipment. • Notify Alcatel-Lucent in writing of the presence of hazardous materials(e.g.,asbestos)and correct any hazardous conditions that exist at the installation site. • Verify that equipment floor load-bearing capacity is adequate. • Provide alarm blocks and cable designations. • Provide aisle,shelf,and unit designations. • Provide installation instructions/documentation and assignments for City of Fort Worth- provided equipment. • Obtain permits/licenses and variances,if required. If Alcatel-Lucent is required to obtain permits for the job, City of Fort Worth will be responsible for any charges and will reimburse Alcatel-Lucent upon an invoicing of said charges. City of Fort Worth agrees to authorize such invoicing by executing a Change Order(as defined in the Change Management section of this SOW)at Alcatel-Lucent's request. • Inform Alcatel-Lucent of the presence of any sensitive equipment at the work site(e.g., equipment sensitive to static electricity,heat,or light). • Sign off on Method of Procedure(MOP)document. • The following items are City of Fort Worth responsibilities,unless contracted to Alcatel- Lucent and identified on the purchase order: • Provide/install all required bay frames,cabinets,seismic bracing,and other support material. • Provide/install all required cable rack,and fiber duct. • Provide all required connecting appliances(e.g., MDF terminal blocks, DSX or LGX panel. timing sources). 4.5 Assumptions • Installation assumes: --i - -- • Installation in 2010 • For Each MDR-8000,includes waveguide connectivity,connectivity to 77xx shelf • Price assumes 16-MDR-8000 and 2-MDR-8000 upgrade kits • For each shelf, includes 1 shelf and up to(2)Optic modules. Akatei l u<ent Proprietary and Confidential CC 2010 All Rights Reserved. • Price assumes 9— 77xx shelves will be staged on the same deployment. Otherwise, additional trip charges will apply. • Install(1)Sun Fire Server • Assumes existing racks and new racks(were required-qty 7),power,cable rack,overhead fiber duct, interface panels,and clock source • Does not include rack end panels,spacers,extenders,AC outlets,or other rack accessories • Assumes concrete floor with overhead cable rack and no cable holes • If cables longer than those listed above are required,additional charges will be incurred. • If Engineering,installation material,and labor requirements outside the scope of these quoted activities are requested,additional charges will be incurred. • Assumes non-union labor 5 Microwave Design and Installation 5.1 Equipment Warranty It Post Installation Support When formal path surveys are completed by Alcatel-Lucent,Alcatel-Lucent warrants,for a period Of 12 months from the date of Network Acceptance,that Alcatel-Lucent's recommended radio paths conform to the City of Fort Worth's availability requirement for normal atmospheric multipath fading set forth in the following design criteria: Design Criteria Value Example Availabili Objective 99.999% i-wa or 2-wa Objective 2-wa Bit Error Rate at Threshold ro BER Alcatel-Lucent warrants its MDR-8000 products for a period of 24 months from Network Acceptance when installed by Alcatel-Lucent,that radio Equipment will be free from defects in materials and workmanship and perform in accordance with its specifications.All other Alcatel- Lucent manufactured Equipment carries a warranty for a period of 12 months from Network Acceptance.OEM equipment and software("OEM Product")warranties will be provided directly from the manufacturer of the OEM Product. During the warranty period,Alcatel-Lucent will repair or replace any Alcatel-Lucent Product that does not substantially conform to Product specifications. The City of Fort Worth is responsible for obtaining a Material Return Authorization (MRA) number from Alcatel-Lucent and ship the unit to the Alcatel-Lucent repair facility in Longview, Texas. Alcatel-Lucent will return the unit to the City of Fart Worth at Alcatel-Lucent's cost as promptly as practicable. Typical turnaround Alcatel Lucent Proprietary and Confidential 0 2010 All Rights Reserved. 12 time is forty five (45) Alcatel-Lucent Business Days from the time of receipt. Advance Replacement and Emergency Replacement Services are available only for an additional charge at Alcatel-Lucent's then-current rates. During the applicable warranty or post-warranty maintenance period,Alcatel-Lucent will provide CTAC remote support in accordance with current Alcatel-Lucent policies. Alcatel-Lucent will use its reasonable commercial efforts to provide effective telephone assistance which results in timely answers to technical questions involving applications, operations and maintenance of Alcatel-Lucent radio Equipment.This involves defining, isolating and reproducing system problems.All calls to Alcatel-Lucent CTAC are logged and tracked. Access to Alcatel-Lucent CTAC is available by phone at 1-888-252-2832 or 972-519-4141 or by email at MI-tac.supportCa�Alcatel-Lucent com. Alcatel-Lucent CTAC can provide on-Site assistance for operations and maintenance issues that cannot be resolved effectively by telephone. This service is available only for an additional charge. Alcatel-Lucent CTAC can provide database support by addressing additions to and maintenance of the City of Fort Worth's database.This includes collection of any network information required to allow the Product to perform its specified functions.This service is available only for an additional charge. Alcatel-Lucent provides factory repair Services for all Alcatel-Lucent manufactured Equipment. These Services are available during the applicable warranty period(and the applicable post- warranty period if the City of Fort Worth has purchased post-warranty services)through Alcatel-Lucent's Repair and Return(R&R)department.Access to the R&R department is available by calling 1-888-252-2832. Alcatel-Lucent offers the City of Fort Worth the resources of fully staffed Technical Training Centers to provide initial and ongoing Product training.Skilled,qualified instructors offer hands-on experience in the use of every Alcatel-Lucent Product group that goes beyond textbook learning. This service is available only for an additional charge. Alcatel-Lucent will quote training prices upon the City of Fort Worth's request. 5.2 Scope of Work for Microwave Alcatel-Lucent will assign to this Project the following personnel, with responsibilities listed in section 3 of this SOW: • The Program Manager(PM):The PM is the Alcatel-Lucent individual responsible for the day-today activities required to ensure successful deployment and completion of the Project. The PM will maintain control of the Project and has access to those resources required for successful completion of the work.The PM is the City of Fort Worth's primary point of contact during the performance of the work. Alcatel Lucent Pro ietar —_— � Y and Confidential. � 2010 All Rights Reserved. • The Network Engineer(NE):The NE is the Alcatel-Lucent individual responsible for the Project's adherence to good engineering practice,responsiveness to the City of Fort Worth's technical requirements and requests,and compliance with Alcatel-Lucent's engineering standards. • The Alcatel-Lucent Implementation Project Manager(IPM):The IPM is the individual responsible for the day-today activities required to ensure successful installation and commissioning of the Equipment.The IPM has resources at his disposal to complete the Project on time and within the City of Fort Worth's expectations. • The Alcatel-Lucent organizational structure allows for quick escalation of issues and quick access to research and development,technical assistance center,product line management, and manufacturing Support Functions. 5.2.1 Limitations of Microwave SOW Alcatel-Lucent is not responsible for the condition of the City of Fort Worth's existing equipment or the deficiencies of non-Alcatel-Lucent work related items. If the Project requires equipment and services in addition to the Equipment and Services provided by Alcatel-Lucent, then Customer/subcontractor bears the sole responsibility of acquiring that equipment and those services. 5.3 Transmission Engineering Services Alcatel-Lucent and the City of Fort Worth will undertake the responsibilities assigned to them, respectively,in this Section 4. ff] Not lcatel ResDonsibilitv NIA s tomer Responsibilitv ADDIficable 5.3.1 Feasibility Studies Feasibility studies are prepared using preliminary and unverified information provided by the City of Fort Worth or other sources. Feasibility studies are prepared by Alcatel-Lucent in order to form the baseline Equipment and radio frequency system design and budgetary estimates. Feasibility studies include the following responsibilities: MN• Providing system topology maps;• Providing preliminary path profiles, path calculations and availabili calculations;• Providing a technical report summarizing system design considerations and Equipment requirements. Alcatel-Lucent requires the following information from the City of Fort Worth to perform feasibility studies: • Latitude and Longitude of the proposed microwave sites X nat • Datum of the site coordinates if known(NAD2'7 or N_AD83) __W1 --- — _. • Existing tower heights if known — X Aicatei-L,,_ent Proprietary and Confidentiai.t 2010 All Rights Reserved. -- �'----- 14 • Ground Elevation of the sites if known rn Feasibility studies provide preliminary assumptions and are not intended to be final designs.The City of Fort Worth assumes all risks associated with installing any Equipment based on a feasibility study. 5.3.2 Path Surveys Formal microwave path surveys are conducted to determine or verify site coordinates,ground elevation,on-path obstructions(location and height),tower information,and other parameters required to engineer the final design of a radio link. The present and anticipated future effect of on-path obstructions,such as tree growth,is evaluated and incorporated into the path design where applicable.Microwave path surveys include the following responsibilities: fx • Provide documents relating to previous path calculations and fre uen coordination; • Provide information to the surveyors to locate the proposed microwave sites • Arrange for surveyor access to the proposed microwave sites • ..Verify site elevations above sea level; • Ve ' site lop 'tude and latitude; • Provide existing tower description and information; • Provide general survey observations,comments and site photographs; • Provide site layouts including towers with antennas at proposed center lines. Alcatel-Lucent geodetic coordinates will be accurate to within 1-second of latitude and 1-second of longitude. Ground elevations are accurate to within 5-feet and that on-path obstructions at critical points are identified and present heights are accurate to within 5-feet. 5.3.3 Path Design When conducted by Alcatel-Lucent,path design Services are based on formal field survey data gathered under task 4.2. Path designs are considered final.The Project can move to the implementation stage based on the recommendations within the final design report. Path design Services include the following responsibilities: A C NA • Select frequency band and capacity requirements for each path; X • Determine antenna centerline heights based on Alcatel-Lucent's path X clearance criteria; • Design paths to protect against ground-based reflections- X • Select radio types,antenna sizes and types,power output,and X protection scheme required to meet the city of Fort Worth's availability and capacity requirements; Alcatel Lucent Proprietary and Confidential 0 2010 All Rights Reserved. - t5 • Calculate path availability using industry accepted models for X predicting outages and countermeasure improvements associated with normal atmospheric multi-path fading, up-fading, rain fading and obstruction fading; • Submit a final path design report,including system maps path X profiles and availability calculations. In addition to warranty exclusions set forth in the Agreement,Alcatel- Lucent is not responsible for excessive outages or degraded performance due to abnormal fading conditions that include,but are not limited to: • Formation of extreme radio refractivity gradients associated with: • Exceptionally large temperature inversions, • Abnormal temperature/humidity layers, • Fog formation, • Signal trapping caused by surface or atmospheric ducting; • Reflections from unidentifiable off-path terrain features or physical structures; • Rain fading due to rainfall rates that are in excess of the published rates or charts used to predict rain induced outages; If Alcatel-Lucent suspects abnormal propagation conditions are causing degraded system performance,Alcatel-Lucent will reasonably assist the City of Fort Worth in verifying the conditions leading to the degraded system performance. After the problem has been identified,Alcatel- Lucent will support the City of Fort Worth in identifying possible solutions to the problem,and assess the incremental improvement expected from corrective actions. Implementation of corrective action required to remedy this type of problem shall be the sole responsibility of the City of Fort Worth. The stated rain model applies for systems that are eight(8)gigahertz and higher.The City of Fort Worth may request a copy of Alcatel- Lucent's path design model. 5.3.4 Frequency Planning Frequency planning Services include frequency selection,prior coordination, interference case resolution,and FCC license application documentation preparation. Interference studies will be conducted utilizing industry accepted methods, hardware,and software to build a database that is as accurate as possible at the time of the study. Frequency planning Services include the following responsibilities: _A C NA • Complete frequency selection and provide frequency coordination X data sheets; _ • Complete the Prior Coordination Notice and associated X Supplemental Showing documents under FCC_Part 101-io3(d) rules; • Complete the FCC 6oi license application; X • File the license application with the FCC; X • Pavment of FCC license fees. _ _ X In the event harmful frequency ierfnterence is detected during the Alcatel Lucent Prowietary and Confidr_ntial, r 2010 A11 Rights Reserved. Acceptance Testing of a radio system and Alcatel-Lucent provided the frequency planning Services,Alcatel-Lucent's total responsibility for correcting the problem is limited to selecting new frequencies. If harmful interference occurs after the radio system has been installed and accepted,corrective action is the sole responsibility of the City of Fort Worth. 5.4 Project Services Alcatel-Lucent and City of Fort Worth will undertake the responsibilities assigned to them, respectively,in this Section 5. EN/A lcatel R es onsibili stomer Re nsibili Not Applicable 5.4.1 Program Management Alcatel-Lucent's PM responsibilities include: :::r • Preparing, updating and monitoring Pro'ect schedules; • Complying with the terms and conditions of the contract and Purchase Order • Maintaining positive Customer focus during the deployment stage of the Project and into the post deployment phase. 5.4.2 Network Engineering Ii System Design Alcatel-Lucent's NE responsibilities include: A C NA • Providing system designs that meet the City of Fort Worth X specifications and requirements. Defining demarcation points for Alcatel-Lucent related work; • Defining technical requirements and interfaces of outside vendor X purchased items; _Designing and engineering a channel plan; X • Providing functional system and station drams; _ X • Providing a bill of materials for the Project; X • Developing manufacturing systems test, integration and field test X _ requirements to ensure the system operates as per the design intent; _ • Providing systems and network engineering support during X Equipment manufacturing and field deployment phases of the Project. Alcatel t-_rent Proprietary and Confidential. T)2010 All Rights Reserved. — 17 5.4.3 Implementation Project Manager Alcatel-Lucent's IPM responsibilities include: A C N/A • Site acquisition X �! Civil engineering for Equipment shelters and towers X • Antenna stems and other OEM Equipment rocurement X • Radio system installation X • Antenna stem installation X _ • Radio and antenna system test and commissionj!gg, X • Building and tower modifications to accommodate new X Equipment(if and when required) Installation of ancilla ui ment X Coordinating the site surveys required to finalize the scope of work X X related to the specific Project. 5.4.4 Site Surveys A C N/A Review tower structural analysis design information against proposed X antenna stem design to determine fitness of tower for se. Determine and document locations for new ui ment at each site. X X Determine,measure,and document DC power interface locations and X cable routes. Determine,measure,and document DSi/DS3/OC3 interface locations X and cable routes. Complete facility drawings,floor plans,cable running sheets and wall X elevations relative to the new Equipment. Provide and en ineer assignments for alarm and co_ ontrol. X En ' eer and document fuse and breaker types,sizes and assignments. X Complete outside plant general sury and document. X Prepare Customer/subcontractor Survey documentation and X Installation Specification. 5.4.5 General Project Responsibilities A C N/A Obtain building permits and construction licenses required for the X implementation of this Project. Notices will be posted at the applicable sites prior to the commencement of work. Provide Alcatel-Lucent access to the installation sites on an as needed X basis. Work will be performed by Alcatel-Lucent and/or subcontracted personnel at Alcatel-Lucent's sole discretion. Provide storage&staging warehouse for radio Equipment and associated X Equipment. Provide normal road conditions accessible by standard construction X vehicles to the installation sites. Alcatel-Lucent Proprietary and Confidential. C 2010 All Rights Reserved. —— --18 Special Equipment for installation is not included (i.e.cranes, X helicopters,boom trucks etc.). Usage of this Equipment will be at additional cost to the City of Fort Worth and documented through a Job Information Memorandum prio r to commencement of work. 5.5 Building and Outside Plant Alcatel-Lucent and Customer/subcontractor will undertake the responsibilities assigned to them, respectively,in this Section 6. Alcatel Res nsibili C Customer Res nsi ili N/ Not A icable 5.5.1 CIA t Work A C NA Provide as built documentation including plot plans and architectural X blue rints for towers and shelters. Provide structural analysis report on existing towers or facilities to ensure X they are structurally sound to accommodate new radio and antenna ..Equipment. Provide survey documentation with proposed tower locations,property X boundaries,true north,landscape details,fences and other details -necessary for new towers. Provide soil analysis report and foundation design for new towers and X shelters. Provide foundation design and tower design drawings and other technical X data. Complete necessary documentation (formal survey&2C letter)for FCC X X and FAA filing for approval and obtaining building permits. 5.5.2 Towers A C NA Construct or modify tower in accordance with approved final design and X the applicable version of EIA/TIA RS-222, including painting,tower lights,safety climb ladders and lightning rods. _ Provide and connect adequate earth ground in accordance with final X _design and the applicable version of R56 or equivalent standard. Provide antenna and waveguide support systems including waveguide X ladder,waveguide bridge, ice shields,and ground bus bars. Provide and install footing hardware and building modifications required X to accommodate tripod or antenna mount on building rooftop or side wall if applicable. Aicatet-Lucent Proprietary and Confidential. C 2010 All Rights Reserved `— — --- 5.5.3 Shelters 8 Facilities A C NA Facilities will have adequate space,heating and air conditioning to meet X the operational requirements of new Equipment proposed herein. Provide 220 VAC wer to the DC stem. X Provide appropriate fuse and circuit breaker assignments. X Provide a power distribution interface within 30 feet of the proposed X Equipment location. Provide attachment for station ground within the maximum distance of X fifteen(15)feet of the proposed Equipment location. Existing facility grounding is a single point configuration Provide and install AC/DC rectifiers and battery backup systems if X required. Provide a ground ring or plate as recommended by local ractices. X 5.6 Installation Services Alcatel-Lucent and Customer/subcontractor will undertake the responsibilities assigned to them, respectively,in this Section 7. Alcatel Responsibili C Customer Responsibility [N/A Not A livable 5.6.1 Antenna & Waveguide Systems Installation A C N/A Antennas,waveguide and mounting Equipment delivered to site and X inventoried. Assemble antennas,rig towers and de-rig towers upon cogi letion. X Provide and install standard leg pipe mounts. X Provide and install steel support members for side braces as required. X Penetrate building wall or roof for waveguide entry ports and install entry X plates as required. Install waveguide boot. Install antennas and radomes at.s cified center lines. X Cap the unused polarity of a dual pole antenna with a termination load. X Install waveguide runs,hanger kits and ground kits in accordance with X _manufacturer's specifications. Terminate wave ide runs within three feet of proposed radio location. X Perform antenna and waveguide sweep tests to confirm compliance with X manufacturer's specifications. _ Install pressurization system Equipment and calibrate. X Perform antenna alignment. Performance objectives of path will be set to X performance calculation sheets. 5.6.1 Radio Installation --_— . A rarei t urent Propnetary and Contidenhal 'A ZOt(1 All Rights Reserved. -` —'— 20 A C NA Radio and ancillary Equipment delivered to site and inventoried. Uncrate X _radio and locate in general vicinity of final ui ment location. Install new radio in existing rack or install new radio in new rack. Bolt X rack to floor and install rack top support. Complete power connections at radio location and circuit breaker within X _5o feet of radio locations. Complete radio ground connection to station ground ring or bus bar X within 5o feet of radio location. Complete radio wave guide interface connection. X Install DSi cabling between radio and Customer Demark(Program X Office/Customer/subcontractor to define demarcation point and other _pqi:nts in between) Install DS3 cabling between radio and xxx. (Program Office/Customer/ X subcontractor to define demarcation point and other points in between) Install fiber o tic cablin and fiber mana eme.nt trays as necessary. X Complete alarm,orderwire and ELMC and rep9ater cablin if required. X Power on radio,warm up-and provision. X Conduct the following tests in accordance with the instructions contained X in the applicable radio instruction books: a. Transmit crystal oscillator freque!jq check and record. X b. DS3 line and radio DADE. X c. Measure and record transmit power. X d. Measure and record actual RSL at radio. X e. Record receiver fade margin(applicable only to paths designed by X Alcatel-Lucent). 5.7 Network Management System Commissioning N Install TSM mana ement A C stem hardware&computers. X A Develop database and GUI interfaces for TSM mana ement stem. X U ate database with specific network node information. X 5.8 Hop Acceptance Tests PX Conduct over the hop one way Bit Error Rate Test(BERT)for 30 minutes per transmitter.Record USI readings and complete test documentation Submit end to end system test documentation for Customer J subcontractor review and Acceptance. 5.9 System Acceptance Procedures Alcatel-Lucent will notify THE City of Fort Worth of work completion and system ready for Customer/subcontractor Acceptance. Alcatel-Lucent will complete a site walk through with the City of Fort Worth to inspect the - --- --------------- --- A rate! Lucent Vru(x 2010 All Rights Reserved. 21 installation work. A punch list of reasonable deficiencies will be prepared and agreed to by both Alcatel-lucent the City of Fort Worth. Punch list items affecting City of Fort Worth's traffic will be listed as critical. Within reasonable time frames Alcatel-Lucent will work to clear the punch list items concentrating on critical items first. If deemed necessary by the City of Fort Worth or Alcatel-Lucent,a final walk through will be completed to verify completion of the punch list items. Alcatel-Lucent will generate a PCN including the results of Equipment tests and end to end system tests. The City of Fort Worth will sign PCN acknowledging completion and system Acceptance. For Alcatel-Lucent installed Products,Acceptance will occur on a per hop basis no later than five Business Days from the date Alcatel-Lucent completes Services.For Products not installed by Alcatel-Lucent,Acceptance will occur upon shipment. For avoidance of doubt,Alcatel-Lucent will provide invoices for the Services upon completion of Services at each site. Final System Acceptance occurs when anyone of the following items have been completed: The City of Fort Worth has taken beneficial use of system; Installation,test and turn-up of Equipment is complete at all contracted sites; Tests have been completed and test data provided to the City of Fort Worth;or Traffic affecting punch list items have been reasonably addressed. A final invoice for Services will be prepared and submitted to the City of Fort Worth for payment once System Acceptance is achieved. The Project Completion Notice will be signed by the City of Fort Worth and Alcatel-Lucent upon Acceptance, refer to Exhibit B for a sample. Pro,Ode as built drawings and system documentation. C N documentation. x /A 5.10 System Traffic Cut-over Alcatel-Lucent and the City of Fort Worth will undertake the responsibilities assigned to them, respectively, in this Section o. A1(at et Lucent Proprietary and Confident!al r 1010 All Rights Reserved. 22 Alcatel R s onsibili Customer Responsibili ty NIA Not Applicable A C NA Prepare cut-over plan using channel plan and the City of Fort Worth's X X requirements Schedule cut-over of traffic. Ensure minimal disruption to existing traffic. X X Complete cut-over and circuit wiring. X X Validate cut-over completed successfully with no adverse affect to the X X City of Fort Worth's traffic. 5.11 Equipment Removal Alcatel-Lucent and THE City of Fort Worth will undertake the responsibilities assigned to them, respectively,in this Section io. A Alcatel Responsibilitilt C Customer Res9onsibili N/A Not A licabfe A C N/ A Relocate existing equipment at installation sites to accommodate X installation of new ui ment. Relocate antennas and waveguide from tower to accommodate new X antenna system. Remove old radio a ui ment u n com Teti in of traffic cut-over. X Remove antennas and waveguide from tower upon completion of traffic X cut-over. -Dispose of decommissioned equi pment. X The City of Fort Worth is responsible for removal, disposal,and f abatement of all hazardous materials. 6 Network Design — Ethernet/IP/MPLS 6.1.1 Description Alcatel-Lucent's IP/MPLS Network Design Service develops the detailed network design and network element configurations for the City of Fort Worth's"IP/MPLS"network of service routers. The network design service includes the development of a detailed design document, and the template configuration files for the noted IP/MPLS service routers. For City of Fort Worth,the backhaul component of this microwave network,based on the Alcatel -Lucent microwave radio equipment, will serve as the interconnect for the 7705 and 775o core components. At,ate l l ucent proprietary and Confidential 'C 1010 All Rights Reserved, --- - -- -----— 13 This network design service pertains to the following equipment: • Alcatel-Lucent 7705 SAR-8 and 7750 SR-7 • Alcatel-Lucent 5620 SAM The Alcatel-Lucent IP/MPLS Network Design Service for the core network is based upon the following IP/MPLS/VPN service assumptions: • OSPF or IS-IS IGP core • Point-to-point Ethernet VLLs • One example VPLS Service • One example VPRN Service 6.1.2 Tasks Alcatel-Lucent shall: 6.1.2.1 Network Design Workshops Hold a network design workshop with City of Fort Worth,or representatives,to clearly define the network and service requirements for the IP/MPIS network design. The high-level design concepts will be discussed with City of Fort Worth and different options presented regarding the implementation. 6.1.2.2 Detailed Design Document Based upon the design workshop,and the requirements provided by City of Fort Worth or other services,Alcatel-Lucent will develop a detailed design for the IP/MPLS equipment which is described in a single detailed design document. The design will outline which features are implemented,and how,with configuration examples. The detailed design for the solution will encompass the following technical areas: • System level parameters(login access,timing, BOF configuration). • IGP routing(OSPF or IS-IS) • QoS(access policies,network policies,queuing and scheduling policies)based upon service assumptions in the introduction section • MPLS protocol and path design • Network element security • Layer 2 service design • One example Ethernet VLL service(if in final design) • One example VPLS service(if in final design) ■ Layer 3 service design o One example VPRN service(if in final design) ■ 5620 SAM management connectivity Alcatel Lucent Pro¢r ietary and Confidential. �n 2010 All Rights Reserved. 24 6.1.2.3 Configuration Files • Develop the template configuration files for one of each of the number and type of network elements outlined in the description section. The template configuration files are developed from the following inputs: • Approved network design • Individual network element location in network • Individual network element bill of materials(BOM) • The configuration files will be loaded onto the network elements and tested as a component of the Data Network integration(DNI)service. 6.1.2.4 Acceptance Test Plan As part of the network design service,Alcatel-Lucent will develop the IP/MPLS system Acceptance Test Plan. The IP/MPLS portion of the ATP will focus on the following network areas: • IP routing • MPLS path establishment • Point-to-point VPN service(e.g. Ethernet VLLs)establishment • All services to be implemented in the final design • Network resiliency in the event of failure scenarios defined in the network design NOTE: The above listing is the standard ATP format,but an ATP is not limited to this format. Any changes from the standard ATP are to be performed and agreed to by City of Fort Worth and Alcatel-Lucent prior to the start of integration. All changes to the standard ATP will require an up-scope with associated pricing changes. 6.1.2.5 Design Support during WAN Integration Testing ■ An engineer from the Alcatel-Lucent network design team will provide remote design consultation support for an agreed-upon period during the integration phase of the rollout. 6.1.3 Deliverables Alcatel-Lucent shall provide the following for this service: • Design planning workshop • Detailed design document for the IP/MPLS service routers • Network element template configuration files for infrastructure services • Ethernet/IP/MPLS Acceptance Test Plan • Remote Support for Services/End Customer 6.2 Customer Responsibilities City of Fort Worth shall: • Assign a project leader and ensure an appropriate point of contact for each functional area to work with the services team. —— - - ------ ----— Al atel Lurent Proplet ary and Conft--tential—C 2010 All Rights Rnserva_d. --- ------25 • Provide all network and service requirements in written format at the beginning of the design phase. • Answer Alcatel-Lucent's technical questions in a timely manner. • Procure all necessary software and licenses,prior to the integration work. • Review, provide feedback and sign off on the design documentation,configuration files and ATP prior to integration. • Provide remote access capability to the 5620 SAM and the network elements,to support Alcatel-Lucent remote access during the network commissioning phase. • Sign acceptance of work performed for this SOW. • Perform all connectivity testing to end user equipment,following completion of the service described in this SOW. 6.3 Schedule / Timeline Alcatel-Lucent requires a minimum of four(4)weeks from PO receipt to allocate resources. City of Fort Worth and Alcatel-Lucent will mutually agree in advance on project schedules or start date before commencement of work. 6.4 Assumptions City of Fort Worth is able to participate in the network design workshop as part of a reasonable schedule for the project. 7 Data Network Integration — Ethernet/IP 7.1 Alcatel-Lucent Responsibilities 7.1.1 Description Alcatel-Lucent's Data Network Integration Service configures and integrates network elements into City of Fort Worth's"data"network,verifying that the new network elements are fully functional within the network. The Data Network Integration Service is made up of configuration and testing services. A wide range of testing services is incorporated into this Service. Equipment: • 8 x 7705 SAR-8 • 1 x 775o SR-7 • 1 x 5620 SAM 7.1.2 Tasks Alcatel-Lucent shall: 7.1.2.1 Method of Procedure (MOP) Develop MOP which will specify the activities to be performed and include an Acceptance Test Plan (ATP). Progress and performance will be monitored through the MOP, and final network acceptance will he assessed by conformance to the ATP criteria. Alcatel Lucent PropnPtary and Confidential V 2010 All Rights Reserved. -- 26 7.1.2.2 Network Element Integration • Work with City of Fort Worth-specific configuration parameters,per City of Fort Worth- provided detailed design,to configure the network elements and make them a part of the operational network. Configuration parameters may include IP addressing,ATM addressing, MPLS/LSPs,Layer 2/3 VPNs,routing protocols(e.g., OSPF,BGP),routing tables,QOS/CoS parameters,ACLs,virtual paths for remote management,protection options,and other configuration specific parameters. • Perform localized testing to make certain logical configurations remain intact. 7.1.2.3 Connectivity Testing • Once the network element is integrated at the network element level,provision physical interfaces and logical interfaces. These could be over various types of circuits(e.g., 1000/100/ioBase,OC-N, DS-N)based on the type of module and port. • Once the connectivity is established,validate connectivity with tests documented in the ATP. 7.1.2.4 Acceptance Testing Once the network is functioning as a solution,perform ATP to validate element-level,network- level,and system-level functionality. Note:This ATP is created by Alcatel-Lucent and agreed to by City of Fort Worth prior to the start of the Data Network Integration Service. Standard components of the ATP are as follows: • Network Level Testing:verifies that the equipment being integrated meets agreed-to standards. • Hardware Acceptance Testing:verifies hardware redundancy/robustness,power,and timing specifications. • Localized Configuration Testing:validates the stability of the"soft'configuration during power cycles,hot swaps of cards,and card/slot redundancy. • System Level Testing:tests robustness and stability of communication paths from each newly integrated network element to other network elements and verifies NOC connectivity • Network Element Connectivity Testing • Transmission Testing • Network Operation Center Connectivity Testing NOTE: The above listing is the standard ATP format,but an ATP is not limited to this format. Any changes from the standard ATP are to be performed and agreed to by City of Fort Worth and Alcatel-Lucent prior to the start of integration. All changes to the standard ATP will require an up-scope with associated pricing changes. 7.1.3 Deliverables Alcatel-Lucent shall provide the following: • MOP • Work completion form 7.2 City of Fort Worth Responsibilities City of Fort Worth shall: Atcatet-Lucent Proprietary and confidenttal. v 2010 Alt Rights Reserved. • Assign a project leader and ensure an appropriate point of contact for each functional area to work with the services team. • Procure all necessary software and licenses, prior to the integration work. • Review, provide feedback and sign off on the MOP and configuration files,if any, prior to integration. • Assure that all transmission facilities are in place and error-free to the appropriate demarcation points in the work sites. • Resolve any network issues that might delay the integration(e.g.,troubleshooting of adjacent switches or routers). • Provide a City of Fort Worth engineer to assist with on-site support, if needed(e.g., for NOC connectivity testing). • Identify and provide City of Fort Worth-specific training(e.g.,safety-related)required by Alcatel-Lucent personnel prior to the beginning of on-site activity. • Assure that access is provided to the integration sites for the pre-identified Alcatel-Lucent engineers. • Sign acceptance of work performed for this SOW. • Perform all connectivity testing to end user equipment,following completion of the service described in this SOW. 7.3 Schedule / Timeline Alcatel-Lucent requires a minimum of two(2)weeks from PO receipt to allocate resources. City of Fort Worth and Alcatel-Lucent will mutually agree in advance on project schedules or start date before commencement of work. 7.4 Assumptions • Detailed design for the equipment to be deployed is available prior to the start of MOP development. • Site preparation, installation and turn-up are completed prior to scheduling of the integration Service. • City of Fort Worth-provided circuits are in an error-free state,and terminated at the appropriate devices. • The EMS system, if applicable, is fully operational and connected to the network. • Cross-connect panels utilized by the network elements are clearly labeled. S Technical Support Service 8.1 Alcatel-Lucent Responsibilities 8.1.1 Description Alca tel-Lucent's Technical Support(TS) Service provides City of Fort Worth remote access to Alcatel-Lucent engineers, in support of product-related questions, troubleshooting assistance, Alcatel Lucent Propr ietary and Confidential. ,1!)2010 All Rights Reserved. 28 diagnostic procedures,and Patch Releases and Maintenance Releases,as may be made available, to restore and resolve network troubles for Maintained Products. 8.1.2 Tasks/Deflverables Alcatel-Lucent shall: • Provide City of Fort Worth access via phone to the Alcatel-Lucent Welcome Center or,if available,via web on-line Customer Support 24 hours a day and 365 days of the year in order to open an Assistance Request("AR").The Alcatel-Lucent Welcome Center will assign each AR a unique trackable number in order to facilitate communication and enable rapid assistance. • Provide technical advice and guidance via telephone or email by Alcatel-Lucent product specialists located in our Technical Support Centers("TSC").Upon request from City of Fort Worth,City of Fort Worth may receive information,advice and assistance for the Maintained Products related to: • Maintained Product features and operational issues;and • Known problems and available solutions for the Maintained Products. ■ Troubleshoot network problems,via phone,virtual private network,or modem connection, down to Maintained Product component level,or sufficiently to exclude Maintained Products as the root cause. See subsection on"Remote Connection"in the"General Customer Responsibilities"section below. ■ Provide Patch Release or Maintenance Releases for Maintained Products,as provided in accordance with the applicable product software support policy.For selected products noted on"Maintained Products and Scope of the Services",Alcatel-Lucent may remotely install software fixes,patches,and updates that may be made available. Otherwise,City of Fort Worth shall provide their own means to install such fixes,patches,and updates that may be made available. • Software policies that exclude Patch Release or Maintenance Releases may be available under a separate agreement. ■ For Severity Level Critical(Severity i)and Major(Severity 2),restore Maintained Products to operational status by identifying defective hardware components or providing software and/or procedural workarounds,where feasible. All software workarounds are licensed subject to the same terms,restrictions,and limitations as contained in the licenses under which the software was acquired. • Provide 207 access to product specific Customer Support content of the Alcatel-Lucent.com web site if available for the product. Customer Support content may include technical product support information,subscription services,and other self-help facilities,as well as the ability to submit non-critical ARs and check the status of ARs online. ■ On-site support is not specifically provided as part of this agreement. If Alcatel-Lucent determines it cannot restore or resolve an issue remotely,Alcatel-Lucent,at its sole discretion, may provide emergency on-site support. In the event on-site intervention is performed,time required to arrive on-site will not be included with time measured against Restore(as defined below). Alcatel-Lucent Proprietary and Confidential-0 2010 All Rights Reserved. 29 x 8.2 Definition of Severity Levels Severity Levels are defined as the condition of the system when City of Fort Worth submits an AR. Alcatel-Lucent defines three severity levels for reported problems,aligning with TLg000 R4.o standards. Severity Levels are defined as follows: • "Critical"(also known as Severity Level i, SLi):The system is inoperative and City of Fort Worth's inability to use the product has a critical effect on City of Fort Worth's operations. This condition is generally characterized by complete system failure and requires immediate correction. In addition,any condition that may critically impact human safety is considered a Severity Level i Critical problem. • "Major"(also known as Severity Level 2, SL2):The system is partially inoperative but still usable by City of Fort Worth. The inoperative portion of the product severely restricts City of Fort Worth's operations,but has a less critical effect than a Severity Level i condition. • "Minor"(also known as Severity Level S, SL3):The system is usable by City of Fort Worth, with little or limited impact to the function of the system. This condition is not critical and does not severely restrict overall City of Fort Worth operations. In order to classify a request,Alcatel-Lucent technical support personnel will confirm with City of Fort Worth the impact of the reported problem to determine an appropriate classification. Where parties disagree on the classification of a particular reported problem,City of Fort Worth and Alcatel-Lucent technical contacts will discuss the classification in good faith to reach a mutually acceptable classification. In the event the parties are unable to reach agreement on the classification,the reported problem shall be classified at City of Fort Worth's assigned classification level;however,no targets or other performance indicators of any kind shall apply to such reported problem. 8.3 TS Key Performance Indicators The TS key performance indicators("KPI"),established by Alcatel-Lucent,are dependent on the severity level of the request as reported by City of Fort Worth to the TSC via telephone. Alcatel-Lucent KPIs extend to Maintained Products running on a currently supported software version release only. 8.3.1 Definition of Key Performance Indicators • "Respond Time"(also known as Specialist Call-back)means the time period from when City of Fort Worth first notifies the Alcatel-Lucent Welcome Center of a reported problem to when an Alcatel-Lucent expert attempts to contact City of Fort Worth via telephone or preferred contact method as defined when submitting the request. In the event Alcatel-Lucent is unable to contact City of Fort Worth after three(3)attempts,the ticket will be closed. ■ "Restore Time"(also known as Remote Neutralization) means a measure of the length of time from when Alcatel-Lucent is contacted and an event is determined to be loss of service and/or functionality affecting,to the time when Alcatel-Lucent provides the means to return a system to operational status. • "Resolve Time"(also known as Final Resolution Time)means a measure of the length of time from when City of Fort Worth first notifies the Alcatel-Lucent Welcome Center to the time when a solution to address the issue is made available to City of Fort Worth. This may occur simultaneously with Restore Time, unless the Restore Time is by means of a workaround suitable only for temporary use and Alcatel-Lucent determines that a more suitable permanent solution can feasibly be provided. - ------ Lur Alcatel ent Proprietary and Confidential 0 2010 All Rights Reserved. -- ----- 30 The Service Level Agreements on these KPIs are described in the section"Service Level Agreement Values." 8.4 Patch Releases/Maintenance Releases TS Service includes only Patch Releases and Maintenance Releases as may be made available for Maintained Products in accordance with the applicable Maintained Product software support policy during the Term for use with Maintained Products. TS Service does not include access to Feature Releases. Decisions of which versions of software will be updated,and whether to include a correction in a Maintenance Release as opposed to including it in the next Feature Release,rests in Alcatel-Lucent's sole discretion. TS Service does not entitle or support City of Fort Worth to use optional or new software features resident in a Maintenance Release or Feature Release,except to the extent that City of Fort Worth has separately paid the applicable license fees for the use thereof. Alcatel-Lucent shall have the sole right to determine whether a new functionality shall be included in a Feature Release or as an optional software feature. 8.5 License Terms All software that is ultimately provided in connection with TS Service,including without limitation Maintenance Releases,Patch Releases or workarounds,are licensed subject to the same terms,restrictions,and limitations as contained in the licenses under which the original software was acquired. 8.6 Lab System TS Service is intended for Maintained Products deployed commercially in a communications network. Coverage may be extended to Maintained Products used in City of Fort Worth's own lab for testing purposes before and during commercial use in City of Fort Worth's network if such lab use is identified on the SOW. In the event TS Service is provided to Maintained Products in City of Fort Worth's lab,such TS Service will be provided at normal business hours,on normal business days,at the local time of the place where City of Fort Worth's equipment is located (exceptions may apply)without regard to the Support Level applicable to City of Fort Worth's other Maintained Products. Respond Time-only indicators will apply. 8.7 Customer Service Delivery Feedback/Escalation City of Fort Worth may escalate a problem or provide feedback on the TS Service that is being delivered or has been delivered. Service Delivery Feedback is for tasks and provision of deliverables specifically defined in this document. City of Fort Worth may initiate escalation or feedback by calling the Welcome Center number and ask to speak to the duty manager to escalate an open AR or create a Service Delivery Feedback AR. 8.8 City of Fort Worth Responsibilities • When reporting an AR,City of Fort Worth shall include Severity Level of problem and output of any diagnostics,printed logs,already performed to help reproduce the conditions under which the trouble occurred.Identify site ID or contract number,submitter name&location, callback telephone number and/or email address,system name&location,processor location, type and serial number,and alternate contact. 8.8.1 City of Fort Worth Responsibilities Concerning Alcatel-Lucent Web Site Access By accessing any Alcatel-Lucent.com web site to which Alcatel-Lucent affords City of Fort Worth access,for or in connection with its TS Service,City of Fort Worth agrees to the following. Alcatel lucent ProWtetary and Confidentlal. 0 2010 All Rights Reserved. 31 • City of Fort Worth shall not enable or permit Web site access to any person other than its employees,without Alcatel-Lucent's prior written consent. Such consent shall be at Alcatel- Lucent's sole discretion. • If requesting such consent, City of Fort Worth shall identify to Alcatel-Lucent any non- employee who City of Fort Worth would like to have access to the Web site,and if requested by Alcatel-Lucent,will provide a copy of a Non-Disclosure Agreement executed between City of Fort Worth and the non-employee in accordance with the confidentiality terms of the agreement pursuant to which the Maintained Products were supplied. Such agreement will provide,at a minimum,the level of protection provided in this contract.Alcatel-Lucent may refuse consent within its sole discretion. • City of Fort Worth must notify Alcatel-Lucent in writing immediately of any change in the employment or authorization status of any personnel having authorized access to the Web site. • City of Fort Worth's use of any Alcatel-Lucent.com web site is subject to all Terms of Use then set forth or linked to the web site. Such Terms of Use shall in no event be construed to increase Alcatel-Lucent's obligations under this SOW nor to create or modify any performance indicators for the Services under this SOW. Without limiting Alcatel-Lucent's other rights,Alcatel-Lucent may deny access immediately and in the future to individuals using the web site other than as permitted. Alcatel-Lucent shall have no liability to City of Fort Worth on account of such denial. 9 Repair & Exchange Services 9.1 Alcatel-Lucent Responsibilities 9.1.1 Description Repair&Exchange Services(RES)provide repair or exchange of defective,City of Fort Worth- owned hardware(Parts). SLAs applicable to this SOW are listed in the"Service Level Agreement Values"section. 9.1.2 Tasks/Deliverables Alcatel-Lucent shall: • Repair or exchange from Alcatel-Lucent inventory RES Entitled Parts at City of Fort Worth's request. Repaired or exchanged Parts may contain components that are used,remanufactured or refurbished. Exchanged Parts will be Form,Fit and Functionally compatible. • Deliver repaired or exchanged Parts to City of Fort Worth's Entitled Site,or to a City of Fort Worth specified site suitable for customs clearance processing,by the applicable RES Delivery Deadline,in accordance with INCOTERMS 2000 defined Delivered Duty Unpaid(DDU)or Delivered Ex Ship(DES)or Delivered Ex Quay(DEQ)when applicable. • Provide a specific form to be used by City of Fort Worth to record the failure description of the Part. Alcatel Lucent Proprietary and Confidential.—C-2010 All Rights Reserved. - 32 i 9.1.2.1 For Return for Repair (RES-RFR) • On the next Business Day following receipt and acceptance of a Part Request from City of Fort Worth,provide a Part Request Number to City of Fort Worth as return authorization and instructions on where City of Fort Worth is to ship their defective Parts. • Upon receipt of the reported defective Parts from City of Fort Worth with the required accompanying documentation and labeled with the Alcatel-Lucent Part Request Number, repair or exchange the defective Parts,at its discretion,and deliver the functional Parts within the specked RES Delivery Time. The Service Level Agreements on these KPI are described in the"Service Level Agreement Values"section. 9.2 City of Fort Worth Responsibilities • City of Fort Worth is responsible for including all relevant documentation with each returned Part including failure description, diagnostic test results,or some other indication suggesting that a Part was suspected to be faulty or in need of replacement,serial number,and a reference to Alcatel-Lucent's assigned Part Request Number. All such documentation and identification must be attached to the exterior of the shipping container. • City of Fort Worth will assist in efforts to minimize the number of No Fault Found(NFF) conditions through utilization of technical support services as appropriate; reference to,and compliance with,manufacturer's diagnostic procedures; and by remaining familiar with Alcatel-Lucent's and the manufacturer's published references. • City of Fort Worth is responsible for providing adequate packing material to protect against a reasonable risk of damage that would normally occur during shipping by common carrier. City of Fort Worth will handle electrostatic discharge(ESD)sensitive material in an appropriate manner including the use of ESD protection packaging and will take appropriate actions to avoid ESD damage. • City of Fort Worth must always provide the specific Part that was reported as suspected faulty and requested for repair or exchange. • City of Fort Worth shall be responsible for all transportation related expenses associated with the shipment and import/export of defective Parts to Alcatel-Lucent including,as examples, labeling, packaging,shipping,customs fees and duty taxes,and insurance. • When applicable, City of Fort Worth is responsible to maintain and provide all necessary government authorization(permits and tax identification,as examples)and documentation necessary to facilitate customs clearance processing. • City of Fort Worth is responsible to maintain and provide proof of delivery for all Parts shipped to Alcatel-Lucent. City of Fort Worth is responsible to ensure that their requested delivery site is ready to receive repaired or exchanged Parts. Delays caused to Alcatel-Lucent or repeat attempts by Alcatel- Lucent to deliver services due to City of Fort Worth's site not being ready relieves Alcatel- Lucent of its RES Delivery Deadline obligations and may be billable at Alcatel-Lucent's then current rates. • For RES-RFR: Upon issuance of the Alcatel-Lucent Part Request Number and shipping instructions, City of Fort Worth will package the defective Parts and ship them to arrive at the Alcatel-lucent Proprietary and Cor}firiential �2010 All Rights Reserved. _—" designated shipping location within thirty(30)days. If it is not the case,City of Fort Worth will have to emit another request to Alcatel-Lucent. 9.3 Part Request Process • City of Fort Worth shall first diagnose and isolate a faulty Part and accurately identifies the suspected faulty Part identification number or code.A consultation with an Alcatel-Lucent technical support agent may be required via the opening on AR at the Welcome Center. • To initiate a Part Request, City of Fort Worth shall call the designated Alcatel-Lucent Welcome Center or,optionally,initiate a Part Request through the designated Alcatel-Lucent internet portal if available or,optionally,through an email request. City of Fort Worth must initiate all time-critical Part Requests through the Welcome Center. • City of Fort Worth is expected to provide the following information: • Requester's company name • Requester name,phone number,&email address • Maintained Product name and the RES Entitled Part name • Service • Entitled Site company name and ship-to address • Entitled Site contact name,phone number&email address • Part serial number(s) • Alcatel-Lucent assigned service agreement number 9.4 Unreturned Parts If City of Fort Worth fails to return the reported defective Part to Alcatel-Lucent as specified or returns material that is excluded from coverage as specified in"Exclusions"section,City of Fort Worth agrees to pay Alcatel-Lucent the published list price for the Advanced Exchange Parts and $500 per item in restocking fees. When informed of Unreturned Part instances by Alcatel- Lucent, City of Fort Worth will acknowledge notification of such instances within fourteen(14) days and will issue to Alcatel-Lucent an approved purchase authorization within thirty(30)days of Alcatel-Lucent's notification such instances,or else provide documented evidence that Alcatel- Lucent's claim of Unreturned Parts does not apply. loGeneral City of Fort Worth Responsibilities City of Fort Worth shall: 10.1 All Maintenance Services _ • Ensure that Maintained Products are installed, configured,operated and maintained in accordance with Alcatel-Lucent applicable installation,operation,administration,and maintenance specifications. • Ensure that Maintained Products are operating on currently supported hardware and software release(s)with implementation of Alcatel-Lucent or OEM required software updates and hardware changes. If City of Fort Worth is not forthcoming with updates to Maintained Products as indicated in above,customer shall allow Alcatel-Lucent to perform an audit of their network,at City of Fort Worth's expense. Alcatel lucent Proprietary and Confidential, 0 2010 All Rights Reserved - — — .-.-_.-- 34 • Notify in writing any changes in Maintained Products(as described in section or appendix covering"Maintained Products and Scope of the Services")including,but not limited to quantity or location of Maintained Products less than ninety(go)days prior to the start of the initial or renewal Entitlement Term or to any changes to the Maintained Product or any changes in the Sites. • Allow Alcatel-Lucent,if Alcatel-Lucent deems it necessary,to verify the accuracy of the Maintained Products status by reasonable means. • Keep a logbook in which all events relevant for the performance of the Services shall be recorded.This logbook shall at all times be available to Alcatel-Lucent. • Maintain a procedure external to the software programs for reconstruction of lost or altered files,data,and/or programs. • Perform initial problem diagnostics and analysis to isolate the problem to a Maintained Product. • When contacting Alcatel-Lucent,provide all information regarding the concerned Maintained Product.This includes,without limitation:Site,contract number,submitter name&location, callback telephone number and/or email address,system name&location,processor location, type and serial number,and alternate contact. • Provide all information necessary for Alcatel-Lucent to provide the Services without delay. This may includes,without limitation:severity level of problem,output of any preliminary diagnostics, printed logs,already performed actions. • Ensure availability of employees which shall have sufficient competence to assist Alcatel- Lucent's personnel.Any delay time caused by City of Fort Worth shall be deleted from KPI measurements. 10.2 Remote Connection Depending on the Maintained Product a Remote Connection may be mandatory to provide the Services. The Remote Connection can be established from Alcatel-Lucent's local site,one of the Alcatel- Lucent TSCs(Technical Support Center),the Alcatel-Lucent TEC(Technical Expert Center), Alcatel-Lucent NOC(Network Operations Center),or from an OEM Company or third party service provider(contracted by Alcatel-Lucent for providing support Services for OEM software or Hardware). City of Fort Worth shall at its risk and expense provide Alcatel-Lucent with the necessary infrastructure to complete a remote connection to the Site. If,due to reasons beyond the control of Alcatel-Lucent,the Remote Connection cannot be established or is established with unsatisfactory quality or bandwidth, the KPIs specified in the "Service Level Agreements"shall be extended for the same period during which the Remote Connection could not be established. In this situation,Alcatel-Lucent reserves the right,and upon consent of City of Fort Worth,to send skilled personnel to the site to resolve the problem. Separate terms and fees apply. 11 Service Level Agreements This section describes the SLA selections applicable to the Maintenance Sen,ice(s)covered by this SCOW. Al(atel Lucent Pfn4xietary and(ontidentiat. T)ZOt()All Rights Reserved. ------------ --15 11.1 For Repair fs Exchange Service (RES) RES Return for Repair(RES-RFR) RES Return for Repair provides Repair or Replacement of defective City of Fort Worth-owned RES Entitled Parts in ninety 45) dan or less. 11.2 Unified SLA for Technical Support (TS) Service Level ftftol m C�trtlt�r AR Problem Cllimsdkftn a P Support Wlndotii► Respond(t) Restore(+R 3,#.5) siz Resohte(a) �y` KPl Achlet rmt(7) Legend AsSWBM*RaquW d OU101e bckat) a Busiftss Day Of attpt Ai t°Lucertttedv tat support fa t^ OlAirleSS ROWS Of appilcable Al WCOM to duftW suppod W"y Q=C8l@r4l8f DRY oay »-Ntours �rltttaS N OA Susiryaaa DaY e{OPPI cable Aksl*(-Locem tfthnicw tty = No°raeget AkStai-Lumn iffil use ss utsmerc qtly reaso03b*effoft to Worm tt+e Dom"actly ,ty,if feesiN a at ALU's sole SGrg{tcxt. Notes: 1-Critical ARs can only be opened by phone. For Major and Minor ARs opened via the web,5 minutes will be added to all Respond targets submitted via Alcatel-Lucent's on-line web form. For Major and Minor ARs sent to Alcatel-Lucent via email, 6o minutes will be added to all Respond targets. 2-Restore targets only apply to outage conditions(service or functionality)that can be entirely neutralized remotely. If an on-site intervention is necessary, the travel time to arrive at Site is added to the Restore time target or discounted from the Restore interval.The decision to go on- site is mutually agreed with City of Fort Worth. Additional fees may apply. Restore targets do not apply to BSR Fetnto Solution and WiMax Alcatel Lucent Terminals. Alcatel Lucent Proprietary and Confidential. C 1010 All Rights Reserved. –— 36 3-If on-site intervention is required to resolve a hardware problem(e.g.,replacing a faulty Maintained Product),the Restore target is temporarily suspended during that time period. It will restart once the hardware problem is corrected(e.g.,a new or repaired Maintained Product is installed in the network). 4-If City of Fort Worth requires a service window(i.e. scheduled downtime of the network)to address a reported problem,the scheduled interval will not be included within the Restore time, since during the scheduled period Alcatel-Lucent cannot perform activities. 5-Target does not apply when OEM servers and Network Management Systems are not installed in redundant configurations. 6-Target applies when solution does not require a design change or development of software code.If a design change or development of software code is required, it will be available as per the applicable hardware or software product support policy. 7-This is measured as a percentage of the total number of ARs that will meet the indicated target for each classification over a rolling four quarters. 12 Exclusions Maintenance Services do not include: • Support for custom software features not named in this SOW as a Maintained Product,that is, any features that are not present in the generally available version of the Maintained Product. • Support for third-party software not licensed to City of Fort Worth by Alcatel-Lucent. • Creating or making corrections to City of Fort Worth-specific reports. • Making specification changes or performing services connected with installation or relocation of the Maintained Products. • Support for non-maintained products,whether or not they reside on the same computing hardware platform or Alcatel-Lucent provided and hardware platform on which Maintained Products reside. • Assistance or service, including without limitation,modification or replacement of the Maintained Products,repair of damage,or increase in service time caused by or required as a result of any of the following: • Failure to continually provide a suitable operational environment with all facilities prescribed by the applicable product specifications document including,but not limited to, the failure to provide,the failure of,or faulty,adequate electrical power,air conditioning,or humidity,dust control. • Use of the Maintained Products in a manner not in accordance with its specifications, operating instructions,or license-to--use. • Maintenance,repairs,or other services resulting from casualty, catastrophe,natural disaster (which shall include,but not be limited to, fire, flood,earthquake, water,wind or lightning), accident, transportation difficulties,terrorism or other hostile action, neglect by City of Fort Worth, negligence of City of Fort Worth,or misuse by City of Fort Worth. In the event of a service interruption caused by accident, disaster,or terrorism Alcatel- Lucent will make a commercially reasonable attempt to restore service on the Maintained Products. If, however, service is not restored within 12 hours,Alcatel- Alcatel t ucent Propnetaty and Confidential V 2010 All Rights Reserved. 37 Lucent and City of Fort Worth will mutually agree on next steps to be taken,which may include the purchase of disaster recovery services to restore service. Additionally, the commercially reasonable efforts contemplated by this provision do not include the provision of new, replacement,or additional hardware or software or performance of on-site services,which if available would require payment of additional charges. • Modifications, maintenance,or repair performed by other than Alcatel-Lucent designated personnel, including changes,modifications or alterations not authorized by Alcatel-Lucent in the Maintained Product,the hardware,or the software environment in which the Maintained Product operates, including without limitation the introduction of updates of third party software or hardware that have not been validated by Alcatel-Lucent. • Attachment of unspecified or non-approved products to the Maintained Products,or failure of a processor or other equipment or software not maintained by Alcatel-Lucent or failure of removable or rotating storage media. Database problems: If the condition is determined to be the result of corruption of the Maintained Product's database,and such corruption is not the direct result of the Maintained Products,the condition will be referred back to City of Fort Worth. However, if corruption is the result of,or caused by,Alcatel-Lucent's Maintained Products,Alcatel- Lucent shall manage the resolution of the problem,at no additional charge; provided, however,Alcatel-Lucent shall only be responsible for restoring data on the media. City of Fort Worth shall be responsible for providing Alcatel-Lucent with the data that needs to be restored. • Hardware/firmware problems: When a condition has been isolated to a hardware or firmware problem on a product that is not covered under this Agreement, the condition will be referred back to City of Fort Worth for disposition under whatever maintenance arrangements City of Fort Worth may have for such hardware or firmware. • Other/interfacing systems problems: If the condition is determined to be caused by systems other than the Maintained Products,including,but not limited to,systems that interface with the Maintained Products,the condition will be referred to City of Fort Worth for corrective action unless the other system(s)has been furnished by Alcatel-Lucent and is covered under this SOW, in which case Alcatel-Lucent shall manage the resolution of the problem. • Equipment certification,as required per Alcatel-Lucent's policy on equipment not installed by an approved Alcatel-Lucent installer,or lapse in Maintenance coverage that spans more than go days,or equipment that has been moved. • Unless otherwise specified in this SOW, installation of modifications, upgrades,features, enhancements or model conversions, refinishing or refurbishing of products,TSC assistance required in support of non-Alcatel-Lucent manufactured equipment,or direct routine TSC assistance initiated by an individual site if TSC support is provided to a City of Fort Worth staffed control center and/or centralized engineering group. • Maintenance or repairs of accessories, attachments or any other devices not identified in this SOW. • Furnishing of optional accessories or consumable supplies. • Recovery of any lost data or expenses for reconstructing data lost during the performance of Maintenance Services. • Training of City of Fort Worth staff. Alcatel-Lucent Proprietary and Confidential. ®L010 All Rights Reserved — ---- ■ Furthermore,should City of Fort Worth desire Services for any used Product and/or Product which is not under warranty or has not been under a support service agreement with Alcatel- Lucent,in effect immediately prior to the request for Service hereunder,the Product must be inspected and certified for support Service at Alcatel-Lucent's then-current rates,prior to being eligible for support Services under this SOW. Technical Support does not include: • Performing preventive maintenance for the Maintained Products. • Custom modifications or network expansion. RES does not include: • Part modification or upgrade services,unless deemed necessary by Alcatel-Lucent. • Root cause analysis or failure mode analysis that specifies the actual Part failure cause or any specific remedial action. • Repair or exchange of Parts with defects or malfunctions caused directly or indirectly by: (1) failure of non-Alcatel-Lucent personnel to follow the manufacturer's installation,operation,or maintenance instructions; (2)Products or their Parts not specifically identified as RES Entitled Products or RES Entitled Parts;(3)abuse,misuse,or negligent acts of non-Alcatel- Lucent personnel;(4)damage from fire,water,wind,exposure to weather,or other forces of nature; (5)acts of terrorism,vandalism or other hostiles actions. ■ Repair or exchange of Parts that show evidence o£ (1)improper packaging; (2)improper handling; (3)modification by non-Alcatel-Lucent approved personnel; (4)the installation or attachment of non-Alcatel-Lucent or non-OEM approved components including hardware or software; (5)any condition that exceeds the tolerances as prescribed by the manufacturer. ■ Repair or exchange of passive and mounting hardware including,but not limited to,cabinets, chassis,frames,antennae,connectors,cables,cable assemblies,cords,brackets,bezels, faceplates,adapters,panels or labels. • Repair or exchange of consumables including,but not limited to,fuses,batteries,air filters,or transformers. • Repair or exchange of documentation or software in all media forms. Engineering and Installation of IPD Equipment does not include: • Creation or updating of City of Fort Worth drawings,records,or databases unless specified in this SOW. • Additional site material(beyond what is specifically identified in the assumptions section) requirements and its pricing. Such requirements and pricing shall be established after completion of the site survey or receipt of City of Fort Worth-submitted site material data. The site materials and associated engineering and installation effort shall be quoted to City of Fort Worth;and, upon approval,City of Fort Worth shall submit a separate Purchase Order for such site materials and associated shipping and services. • Unusual delivery conditions(crane,window removal,street closures,etc.). • Remediation, removal,or other correction of hazardous material. • Modification to,or repair of, City of Fort Worth-provided material. New or used material provided by City of Fort Worth shall be in such condition that it requires no repair and no adjustment or test effort in excess of that normal for new equipment. Alcatel-lucent Proprietary and Confidential. 1,2010 All Rights Reserved. 39 • Additional personnel required due to special security needs at the site location. • Expedited services, unless specifically noted. • Reflectance tests for fiber cables. • Union requirements on Alcatel-Lucent installation crew. • Customizing of application software to fit network. • Correction of non-conforming site conditions. • Site acquisitions. • Building construction and modifications. • Physical pack level inventory. • Emergency power/generators. • Product and services training. • Outside Plant work. • Removal and/or relocation of existing equipment. • End panels,spacers,AC outlets,and other rack accessories unless specifically mentioned in the assumptions section. • Wall penetration. Data Network Integration -Ethernet/IP does not include: • High level network design • Testing connectivity to end user equipment 13 Term/Duration for Maintenance Services The following applies to all Maintenance Services included in this SOW. Term: The"Term"shall refer collectively to the Initial Term and Renewal Terms as described below. Initial Term: The"Initial Term"of this SOW will begin on the day the purchase order for the Maintenance Service is accepted or such other Service start date as may be agreed to in writing by the parties and will continue for a period of two(2)years. City of Fort Worth shall place a purchase order to cover the entire Initial Term. Renewal Term: City of Fort Worth's coverage under this SOW for the Services will automatically renew for successive one-year terms(each a"Renewal Term")unless either party gives written notice of intent to not renew no later than sixty(60)days prior to the expiration of the Term then in effect. The prices and terms of Service for a Renewal Term shall incorporate any modifications of which Alcatel-Lucent has provided City of Fort Worth written notice prior to the start of the Renewal Term. City of Fort Worth shall place a confirmatory purchase order for each Renewal Term prior to the first day of that Renewal Term. Prices are based upon purchase of the Service for the entire agreed Term. Accordingly,and notwithstanding any other provision of the Agreement,City of Fort Worth may not terminate this SOW,or any order pursuant to this SOW,for convenience during the course of the Initial Term or any Renewal Term. Alcatel lucent Proprietary and Confidential. n Zoto Alt Rights Reserved. — - 40 14 Project Schedule Unless specified elsewhere in this document, City of Fort Worth and Alcatel-Lucent will mutually agree in advance on project schedules or start date before commencement of work. 15 Pricing Summary 15.1 Pricing Notes • The quoted prices are valid for POs received within 6o days from the date of this SOW. • All prices are in$US,unless stated otherwise. • Prices do not include taxes. • If this SOW is accepted as is,please reference the ioUS078552A2 quote number on your POs. Maintenance Services: • Coverage Choice for Maintenance Services is set forth in the section/appendix called "Maintained Products and Scope of the Services." • If City of Fort Worth purchases or collocates additional products of the same type for which Maintenance Services are in effect or additional license capacity during the Initial Term or any Renewal Term, City of Fort Worth will pay the pro-rated maintenance fees in advance of coverage at the standard rate stated below for the additional products or license capacity based on the number of months remaining in the applicable Term,starting on the dates on which the new products were put into service. City of Fort Worth shall provide an update of any change in quantities on Maintained Products on a quarterly basis or otherwise agreed to in writing. Updates must occur annually at a minimum. However,notwithstanding the foregoing,an immediate update is required if the City of Fort Worth increases the quantity of the Maintained Products by more than io%at any time. • City of Fort Worth must purchase Maintenance Service coverage for all products in its network of the types for which Maintenance Services are in effect under this SOW. City of Fort Worth shall allow Alcatel-Lucent,if Alcatel-Lucent deems it necessary,to verify the accuracy of the Maintained Products,by reasonable means. • Prices are based upon purchase of Maintenance Services for the entire agreed Term. Accordingly,and notwithstanding any other provision of the Agreement,City of Fort Worth may not terminate this SOW,or any order pursuant to this SOW,in whole or in part,for convenience during the Initial Term or any Renewal Term. Project Management Services: • Travel&Living not included. Engineering and Installation of 1PD Equipment: • Price includes all travel and expenses. Travel costs are estimated. If current prevailing industry airline rates increase significantly by time of installation,additional costs will be incurred. • If delays to scheduled Alcatel-Lucent work/completion dates are customer caused,additional charges may be incurred. A Cate Lucent Proprietary antl Confidential C 2010 All Rights Rewrved- 41 • The pricing for the Services under this SOW is based upon the configurations and quantities provided and specified within this SOW. Alcatel-Lucent reserves the right to re-quote prices for the Services under this SOW if City of Fort Worth requests any changes to the configurations or quantities. • Price is valid for entire project only,as defined in this SOW. Separate portions of the pricing, if requested individually,may require a separate services quote. • Unless otherwise agreed upon,all prices are based on installation intervals agreed by the parties in writing(including compressed schedules),or,if none,Alcatel-Lucent's standard installation intervals for the product in question. • Pricing does not include hauling,hoisting or warehousing of equipment. • Unless otherwise noted,only normal transportation for services personnel is included in this price. Special modes of transportation,such as snowmobile, helicopter,04 vehicle,etc.are specifically excluded. • Unless otherwise specified,all far-end terminations, including but not limited to DSX, LGX, power,alarms and grounding, must be on the same floor as the equipment being installed. • Changes to orders which include site/installation material,made after material procurement is complete,will result in a 15%re-stocking fee for non-customized materials and full billing for all customized materials(e.g.pre-connectorized cables).Alcatel-Lucent's pricing,as listed herein, is subject to change if the Services are provided in support of a governmental contract or are otherwise subject to a Prevailing Wage Law. The term "Prevailing Wage Law"means the federal Davis-Bacon Act(Title 40 U.S.Code,chapter 3, Section 276(a))or any similar federal,state or local law or regulation requiring that workers under certain contracts be paid the prevailing local wage for the classification of work in question. City of Fort Worth further agrees that, if a Prevailing Wage Law is applicable,an adjustment to the pricing shall be made in proportion to the increased amounts Alcatel-Lucent is required to pay as a result of application of the Prevailing Wage Law. 16Glossary 16.1 Maintenance Definitions • "Agreement"shall mean the contract governing the Services described in this SOW. • "Assistance Request"or"AR"shall mean a City of Fort Worth-initiated request for Services to be performed. An AR will be considered valid when Alcatel-Lucent acknowledges the request for assistance and confirms acknowledgement by providing City of Fort Worth with an AR tracking number (call number, ticket number). An AR may be initiated by City of Fort Worth by telephone through the Alcatel-Lucent Technical Services Center("TSC") or via mail or through the Alcatel-Lucent.com customer support web site: http://www.Alcatel- Lucent.com/support. Phone has to be used to initiate an AR for Critical and Major AR. • "Business Day" or "BD" shall mean normal full working day in the location where City of Fort Worth's equipment is located. • "Business Hour" or "BH" shall mean the elapsed 6o-minute time period during normal working hours in the location where City of Fort Worth's equipment is operating. • "Calendar Day"shall mean the weekdays Sunday, Monday,Tuesday, Wednesday,Thursday, Friday and Saturday and shall be inclusive of national,state or local holidays. AID atel Lucent Propnetary and Confidential V 2010 All Rights Reserved. -- 42 • "Coverage Period"shall mean the times of day and the days of the week during which Maintenance Services will be provided. • "End Date"shall mean the date of end of the Term. After that date, City of Fort Worth may no longer initiate requests for Services. • "Hour"shall mean any consecutive 6o-minute time period. • "Maintained Products" means those products for which Maintenance Services are purchased in accordance to this SOW and are specifically identified in the section/appendix "Maintained Products and Scope of Services." Different products or products additional to the number of Maintained Products stated in this section are not covered in this SOW. Maintenance Services are only available for Maintained Products that are commercially deployed and operational.The RES Entitled Parts are part of the Maintained Product. • "OEM"or"Original Equipment Manufacturer"means product and/or maintenance provider other than ALU that provides hardware,software and/or services. • "Reasonable Effort" or "RE" means those efforts and/or tasks set up to perform or act upon to resolve an issue or a problem. However, it does not guarantee to resolve or fix a problem, but will make every effort to do so within the scope of what is commercially reasonable given the nature of the problem. • "Service"means the services to be provided by Alcatel-Lucent as described in this SOW. • "Service Level Agreement" or "SLA" means the service level that City of Fort Worth has subscribed to Alcatel-Lucent concerning the Services. • "Site"shall mean the physical address of where Maintained Products reside and shall be the basis for Service resource planning such that only Sites are eligible for Services. • "Start Date" shall mean the date of beginning of the Term.At that date, City of Fort Worth may begin initiating requests for Services. • "Statement of Work" or "SOW": means this document, including the herein attached Appendices. • "Software"shall mean intangible Information in object code form constituting one or more computer or apparatus programs and the informational content of such programs,together with any documentation supplied in conjunction with and supplementing such programs,the foregoing being provided to City of Fort Worth by way of electronic transmission or by being fixed in media furnished to City of Fort Worth. • "Support Window" shall mean the times of day and the days of the week during which Maintenance Services will be provided. • "Technical Expert Center" or "TEC" means the Technical Expert Center of Alcatel- Lucent's organization,which performs Third Level Maintenance. • "Technical Support Center" or "TSC" means Alcatel-Lucent's Technical Support Center where from Alcatel-Lucent shall provide Second Level Maintenance to City of Fort Worth, through different available media (means of phone communication, Remote Connection and/or by means of on Site interventions). • "Welcome Center" or "WC" means the "Alcatel-Lucent Welcome Center" organization set up by Alcatel-Lucent to allow City of Fort Worth to contact Alcatel-Lucent services centers by means of a unique entry point. Alcatel-Lug ent Proprietary and(onftdential. ,T 2010 All Rights Reserved. - - 16.2 Abbreviations • AR: Assistance Request • BD: Business Day • BH: Business Hours • CD: Calendar Day • EDU: External Disk Unit. • FRU: Field Replaceable Unit • H: Hour • KPI: Key Performance Indicator • SLA: Service Level Agreement • NA: Not Available • NBD: Next Business Day • NBDAN: Next Business Day After Next • NFF:Not Fault Found • PO: Purchase Order • PR: Part Request • PRN: Part Request Number • RE: Reasonable Effort • RES: Repair&Exchange Service • RR: Reporting&Review • SLA: Service Level Agreement • TS: Technical Support Service • TSC: Technical Support Center • TEC: Technical Expert Center • WC: Welcome Center -- —- Alcatel Lucent Proprietary and Conh h denal m 2010-- -A-[[---Rights---Re- w se—rved_ ----- 44 17 Appendices 17.1 Maintained Products and Scope of the Services Equipment QpofFort WRFRStandard Su rt Level 7705 SAR Bronze 7705 SAR Standard (45 7750 SRc12 Bronze 7750 SRc12 (45 da ) 5620 SARA City Bronze Alcatel Lucent Proprietary and Conhdentr al. T 2010 All Rights Reserved. --ii———'� 45 17.2 Exhibit A: Product Description DESCRIPTION PART NUMBER QTY MDR-8000 RADIO EQUIPMENT 150 Mb s Ethernet MDR-8000 RADIO ACCESSORIES ` MULTIPLEX EQUIPMENT TELECT DSX-1 CROSS CONNECT DC POWER SYSTEMS ANTENNAS &FEEDLINE EQUIPMENT MDR-8000 RADIO SPARES DC POWER SYSTEMS SPARES At(dtel lucent Proprietary and Confident+at C 2010 All Rights Reserved.--- -- -- f N ' 17.3 Exhibit B Wireless Transmission Division Project Completion Notice Customer/ Subcontractor PO#: Name: Project Name: SPT#: Work Completion Date: (internal use only) WORK SITES: Site Names Equipment Type 1 2 3 4 5 6 7 8 9 10 PUNCH LIST: Accepted By Date Customer Punch List Items Alcatel- / Accepted Lucent subcontr actor 1 2 3 4 5 6 7 8 9 10 COMMENTS: SYSTEM ACCEPTANCE: Customer/subcontractor Representative: Alcatel-Lucent Representative: I� ) p Name: Name: Lek ar\ So,,_VOS15C;e ,4e �t/��rcC s Signature: Signature: / 111s, ,n 0)91- Date: Date: Alcatel-LUGent Proprietary and Confidential. t 2010 All Rights Reserved 47 F I O scien Lei Scientel Wireless,LLC 1200 Placid Ave. Suite 500 Plano,TX 75074 City of Fort Worth PRICING SUMMARY City of Fort Worth System Upgrade Proposal#2010326 Rev1 September 23,2010 Original COF Revised COF COF Pricing Pricing Pricing After Report PROJECT EQUIPMENT MDR-8000 RADIOS $ 375,473 375473.00 $ 366,643.00 MPLS ROUTERS $ 267,495 267495.00 $ 267,495.00 5620 SAM $ 57,050 57050.00 $ 57,050.00 DSX-1 PANELS $ 8,262 0.00 $ - ANTENNA EQUIPMENT $ 49,329 49329.16 $ 43,950.30 PROJECT EQUIPMENT TOTAL $ 757,609 $749,347 $735,138 PROJECT SERVICES INSTALLATION AND TEST, RADIO&ANTENNA EQUIPMENT $ 231,768 $ 216,412 $ 218,787 TRANSMISSION ENGINEERING $ 46,935 $ 16,980 $ 16,980 FACTORY STAGING $ 13,127 $ 13,127 $ 13,127 CUSTOMER WITNESS TEST $ 2,391 $ - $ - PROGRAM MANAGEMENT $ 24,174 $ 24,174 $ 24,174 EF&I STAGING FOR MPLS EQUIPMENT $ 25,987 $ 25,987 $ 25,987 Data Network Integration-Staging in Longview,TX and Field Verification $ 52,279 $ 52,279 $ 52,279 MPLS FIELD SUPPORT, ONE WEEK IN FW $ 13,150 $ - $ - 7705 SAR 5 YEAR SLA $ 81,725 $ 13,769 $ 13,769 7705 SAR NETWORK DESIGN $ 40,300 $ 40,300 $ 40,300 APPLICATION&SYSTEM ENGINEERING $ 11,744 $ 11,744 $ 11,124 ON-SITE TRAINING FOR MDR-8000 AND MPLS 5 DAYS/6 STUDENTS $ 52,200 $ 52,200 $ 50,300 WAREHOUSING-2 MONTHS $ 9,486 $ 9,486 $ 9,486 PROJECT SERVICES TOTAL $ 605,266 $ 478,458 $ 476,313 PROJECT SPARES RADIO SPARE MODULES MDR-8000 $ 31,495 $ 31,495 $ 25,575 MPLS SPARES $ 72,090 $ 73,590 $ 73,590 PROJECT SPARES TOTAL $ 103,585 $ 105,085 $ 99,165 Management Adjustment $ (287,189) $ (287,189) $ (287,189) PROJECT EQUIPMENT,SERVICES&SPARES TOTAL $ 1,179,272 $1,043,702 $1,023,428 CONTRACT PRICING WORKSHEET Contract Date CW10-09 : 11/28/2010 ,[ HGMfty Prepared: For Catalog&Price Sheet Type Purchases No.: P This Form must be prepared by Contractor and given to End User. End User issues PO to Contractor, and MUST also fax a copy of PO, together with completed Pricing Worksheet, to H-GA C @ 713-993-4548. Please type or print legibly. &'y°`g ;City of Fort Worth Contractor: Scientel Wireless Agency: taM Prepared Monte :Joseph Mancino rs y Phone: :817-392-2625 Phone- 11-214-770-3162 Fa:: Fa:: 11-630-652-3805 Email: inanette.monte @fortworthgov.org Email: jmancinogscientelwireless.com caalog i Pace sheet Jity of Fort Worth System Upgrade Name: General Description of Product: A.Catalog/Price Sheet Items being purchased-Itemize Below-Attach Additional Sheet If Necessary Quan Description Unit Pr Total 2 :MDR-8706E-6 GHz- 150 Mbps Data Capacity-Includes Accessories(HGAC Part Number MDR-8706E-1S=. 26800: 53600 2 :MDR-8706E-6 GHz- 150 Mbps Data Capacity-Includes Accessories(HGAC Part Number MDR-8706E-1 S 25126.5: 50253 2 :MDR-8706E-6 GHz- 150 Mbps Data Capacity-Includes Accessories(HGAC Part Number MDR-8706E-1S 23150: 4630 4 :MDR-8711E- 11 GHz- 150 Mbps Data Capacity-Includes Accessories(,]jQAC Part Number MDR-8711E-1 245001 98 4 :MDR-871 I- 11 GHz- 150 Mbps Data Capacity-Includes Accessories(.HGAC PartNumber MDR-&TI IE-1: 267501 10700 16 ::Control Switch Module(HGAC Part Number-SCI-ALU-CSM) 1840.51 2944 8 :Fan Module(HGAC Part Number-SCI-ALU-FAN) 354.61 2836.8 16 .16 Port T1/E1 ASAP Card (HGAC Part Number-S(?I-ALU-ASAP) 2973.6: 47577. 18 :8 Port GigE/FE Ethernet Card (HGAC Part Number-SCI-ALU-ETHC) 2973.6: 53524.8 8 €SAR Release OS License(HGAC Part Number-SCI-ALU-SL) 602.1: 4816.8 8 :T1/E1 Cable 26 AWG Open Ended (HGAC Part Number-SCI-ALU-AWG) 500: 400 16 :Power Cable(4M) (HGAC Part Number-SCI-ALU-POW) 106.2: 1699.2 Total From Other Sheets,If Any: $554,130.20 Subtotal A: 1053186. B.Unpublished Options,Accessory or Service items-Itemize Below-Attach Additional Sheet If Necessary (Note:Unpublished Items are any which were not submitted and priced in contractor's bid.) Quan Description Unit Pr Total 1 :Bundle 7750 SR-7 w/PEM3/EFT+SFM2 with SF/CPM(MPLS Bundles comes with 1 Year Warranty) 26781.1: 26781.1 3 :IOM-7750SR-7/12 IOM2-20G 20000 6000 2 :2P OC3/STMT Channelized Adapter 10500 2100 4 :SFP-OC-3/STM-1 SFP Optic MOD IR-1 600: 24 Total From Other Sheets,If Any: $ 147,250.00 Subtotal B: 257431.1 Check:Total cost of Unpublished Options(B)cannot exceed 25%of the total of For this transaction the percentage is: F 24°/ the Base Unit Price plus Published Options(A+B). C.Other Allowances,Discounts,Trade-Ins,Freight,Make Ready or Miscellaneous Charges Discount(Management Adjustement) -287189.5 Subtotal Cl -287189.5 Delivery Date:: 7/15/2010 D. Total Purchase Price(A+B+C).- =3gj _+ 1,: ITL MILESTONE ACCEPTANCE FORM Services Delivered: Milestone/Deliverable Ref.#: Milestone/Deliverable Name: Unit Testing Completion Date: Milestone/Deliverable Target Completion Date: Milestone/Deliverable Actual Completion Date: Approval Date: Comments(if needed): Approved by Consultant: Approved by City Department Director or Designee: Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and Scientel Wireless, LLC with its principal location at 948 Springer Drive, Lombard, IL 60148, ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide MPLS over Microwave services. In order to provide the necessary support, Contractor needs access to the wireless network for configuration and turn up services during the life of the project and continued remote support and monitoring. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing remote access services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one(1)year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Services are being provided in accordance with City Secretary Contract No. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty(30)days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications Vendor Network Access Agreement Rev. 12/10/2009 iv vJ. software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 9. Confidential Infonnation. Contractor, for itself and its officers, agents, employees, and representatives, 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. Contractor further agrees that it 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. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3)years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, 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. Vendor Network Access Agreement 2 Scientel Wireless, LLC Rev. 12/10/2009 4 A . t p� 9 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. 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. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth 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. 16. Governing Law/Venue. This Agreement shall be construed in accordance with the 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. 17. Signature Authority. The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein. ACCEPTED AND AGREED: CITY OFF RT WORTH: Scientel Wireless,LLC: BY. By: Karen L . Montgomery Name: Illclson S�..wS Assistant City Mana(oer Title: �.4r Date: / �� / Date: 9 d)//0 ATT T: EST: :n\ ��.po'C1t1'Ci�� B Y LAL�" - Marty Hendrix A o a e: City Secretary �o e i _ 6 APPROVED AS WOR D LNALILY: o° a R, °OOOOOO V �3ry �Xp 4 Assistant City A ney M&C: none required OFFICIAL RECORD CITY SECRETARY FT WORTH, TX Vendor Network Access Agreement 3 Scientel Wireless, LLC Rev. 12/10/2009 M&C 4 ew Official site • of • Worth, City Council Agenda FORTWORTH COUNCIL ACTION: Approved on 1/25/2011 DATE: 1/25/2011 REFERENCE NO.: **C-24680 LOG NAME: 04SCIENTEL WIRELESS CODE: C TYPE: CONSENT PUBLIC NO NO SUBJECT: Authorize the Execution of an Agreement for Equipment and Professional Services with Scientel Wireless, LLC, Using a Houston-Galveston Area Contract for the Upgrade and Replacement of the Microwave System Supporting the City's Public Safety Radio Communications System for the Information Technology Solutions Department at a Cost Not to Exceed $1,023,428.00 RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement for hardware, software and professional services with Scientel Wireless, LLC, using a Houston-Galveston Area Contract for the upgrade and replacement of the microwave system that supports the City's public safety radio system for the Information Technology Solutions Department at a cost not to exceed $1,023,428.00. DISCUSSION: The City of Fort Worth provides and supports a radio system utilized by its own police and fire departments as well as several other law enforcement jurisdictions external to the City. A key component of the system is a microwave system that connects all radio transmit/receive sites and the primary and alternate dispatch centers at Police/Fire Communications Center at 3000 West Bolt Street and City Hall. The existing microwave system was originally installed in the mid-1990s. It is no longer supported by the manufacturer, Alcatel-Lucent. This M&C provides for the upgrade and replacement of this system with current generation Alcatel-Lucent hardware and software. The enhanced capabilities of the upgraded system will help increase the reliability of the public safety radio system, and will be a critical element as the City moves to a current generation radio system over the next two to five years. The capabilities of the new system will enable the City to reduce the number of microwave sites, eliminating the requirement for at least one tower as well as space within two City buildings in downtown Fort Worth. Staff recommends executing an agreement with Scientel Wireless, LLC, using a Houston-Galveston Area Contract for the hardware, software and professional services required to upgrade and replace the existing microwave system. The Texas Interlocal Cooperation Act permits joint participation by local governments, states, state agencies and non-profit corporations to use the Houston-Galveston Area Council (H-GAC) Cooperative Purchasing Program. Purchases made by using H-GAC procedures satisfy otherwise applicable competitive bidding requirements. The IT Sourcing Initiative will have no impact on this project. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager for an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. http://apps.ciwnet.org/coundipacket/mc_review.asp?ID=14604&coundldate=1/25/2011(1 of 2)[1/26/20118:15:19 AM] M&C R&ew MMBE —A waiver of the goal for MNVBE subcontracting requirements was requested by the IT Solutions Department and approved by the MMBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the Information Systems 2004 Overrun Fund. TO Fund/Account/Centers FROM Fund/Account/Centers P252 539120 041030167280 $1,023,428.00 Submitted for City Manager's Office by: Karen Montgomery (6222) Originating Department Head: Peter Anderson (8781) Additional Information Contact: Steve Streiffert (2221) ATTACHMENTS http://apps.cfwnet.org/coundl-packet/mc_review.asp?ID=14604&coundidate=1/25/2011(2 of 2)[1/26/20118:15:19 AM]