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88-012 Tel Plus Communications, Inc., Maintenance Agreement for 10300 Torre Ave and 10555 Mary Avenue AS TEL rpILUSI TelPlus Communications,II1C. AC KN OWLEDGMENIT-ACCEPTANCE CERTIFICATE A,Siemens Compfmy Job# J-4031041 City o f Gime!'t I no Customer Name: Clast.No. 28714 Iristallation 10186 N. Steil ing 408 292-460fi Pbone No: _ Address: Cuport bin 945.14 _ Contact'Name: Duro thy cprriiii us _ Title: City Clerk Sales Rep: Lori 8116S __ CIA Date: Warranty Start Date 'Period System Type: j 56turn _1 3/1/90 1 yr _ _ _ 3 4 - - °nth°dateindlcatedthelow welhave acceptedthe equipment('tquipmenniciescribecifin theattached,document . _ entitled _ - _ - - - ,,Pages - Our acceptance of the Equipment means the Equipment has been delivered, installed and'subjectedi to all necessary pre-operational testing,is in good condition,conforms to applicable specifications requirements and $tandards,and is by thisAcknoWledgment-Acceptance Certificate accepted by us as satisfactory in all respects. Date&Equipment Acceptance , _ CustornerAutnorized Signature Date Name&Title(printed or typed) , . DISTRIBUTION: White-Contracts Adrn in Istration,-Job Package,Blue-Service ContractsAdministration,Green, Customer Support, Canary Leasing Company (if 0,PPlicable) Pink-Job Cost Accounting, Gold,Customer /00 TLM 151 3,58b-665-6T . .. . L .—. i. . IL 0 ST AP 5, EXHIBIT A - SATURN I EQUIPMENT LISTING '• FOR . H ', CITY OF:CUPERTINO/ " • One Siemens Saturn I Digital PBX. Includes all standard - -..- ,, features, including OC1F Software. WORKING EQUIPPED WIRED CAPACITY Digital Telephones 4 8 128 224 -. Single Line Analog Telephones 6 . 16 Ports Ports • Trunks 4 4 --; ' - ccio:: le.ifla +id 4` 4 STEM HARDWARE A tistua 7 6 —7-a — 18-ButtoA Dyads with Speakerphone and Digital Display -der4 -Fypisi- _3 09 - Jr. Dyads with Speakerphone 4- 1 (54xelmezt-.) c7 14iit 16-Circuit Analog) Station Cards , Wks <dgis 4-Circuit TrUnkbard /1 - 4-Circuit Tie Line Card -. '01 \4J ,.._ ( 1 - -8-Cirquit Digital Station Cards 5 - Single Line Stations with 10 programmable feature buttons and display (2410 r 0-4. •- 4:: 1 - Single Line Stations with Speakerphones - E‘iaciAts -6 •room - ) /24 - Cable Ruhs " - Page Control Unit , • vi - Power Supply 4 - Ceiling Speakers with Volume Control . 1 4 - Teflon Cable Runs for Speakers - One Year Warranty, Parts and Labor. AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED: TEL PLUS COMMUNICATIONS, INC. CITY OF CUPERTINO . - By: By: et"- - Title: Title: vne.-- •=c-cre- 1/\Prt 0-4U1 eiDate: Date: - - • ; .- 7.:!-?•:.-"Ph;ii,:l." - — - -- . . - -, ,,,I,A:E.. ,- - ___-, ,27.7w,siteri7v: .4.425..:..2.,...;_::__-..,.7:1,4,..:4•:. ....:.i..,...-.,. .7...-,;.:.:,::3.;..,:.,,c 4r:4i:tie:b.: ,o22 r t-r_it.7:2: -A;r=-34.:-••3...- ---Ita47 C_ ?a -,a---aa?-7 itt.g• nr-:;!`"rre0 ..S. 'VW" a I � ii t-• INSTALLATION RECORD ,tt4 tFj „�` DI S'S N• +l-eltinq. ' - ' INSTALLATION OF NEW SYSTEM •� 'fir"r� t '�& I i �k' S ing itjjo CAU 614514 1.5 III P LU. - ❑ ADDITION TO EXISTING SYSTEM t {'' ,« a tr U .1: . STATE ZIP Tel Plus Communications, Inc.' s , , 4s ' `, { O$/8 - I3 24 A Siemens Company ; ❑ COMPLETION OF BACKORDERED ITEMS �' , :,;•1:..17<:,•,. " . < . tf,. izaiI>'M9E8 doom tr,=`n $YSTEN'I YPa ` d &' r:ciuStia i '3 ` . ttiN7k;s&Kr fLE, aya• - ? ?C11S7b�M�8CbNTl1CT7'e'�'"��`^�.�5?i1CiEi�• , I "6 i rTY:'-�' FORDERED M"sv'if:N>PERFoaMED` z *,$ 37-40a1041 'Oi#'urn I Q o 9-50-S.E.- Doro4-hy Cornelius l OF .2 „{,' ��.„+I '+ ”' " �"^ «"�`'� '` r*� ,. ` s ,z/ /�v o; .k-c, agrkrV'r�-sik+""• }ENTRIES. •IN THESECOLUMNSMUSTBEAPPROVEDLOft . .1 , D S67141:1ON a l t rART c� o ., 1L5 yAy.'w >',+ "1Y 'x"'tri'n e&P.A1UMBEF oQ Q QW 2 O t;.`_ rii50-;E..',R" `F°L�;•-•'..a.*',r';'.q'.r: • 'REMARI �, :+91 r t w r, r - z . a v. 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Of RKti: VE® DATECUTOVER 3/i i /Q O ❑ BE REPLACED OR INSTALLED BY TEL P USS NOTED ABOVE t COMPLETION. �I^ CORRECTION O ON CLS ISP OVVI I.D UNDER APPLICABLE WARRAN , DATE , - -:::1-- •.•• MAR 21L990 CSR p,Gsocip Er4_ x �.� U J ll QUALIIYASSURANCE TECH LPe� flelsen C 'TO R rW EDGEM NT SIGNATOR/E �— �� _ ` r• MGR .S 't"c i i _/i 3 .:.,1 craTIME DATE ' 0I White-Operations Copy Yellow-Customer Copy Pink-T.P.Corp.Copy G Rod-Branch Tracer I I, ,. :<>.« ti Y�r Jryi-a :lsYk.:y.,,, 11 � Q :4• ��l • • r. INSTALLATION RECORD,, 1;i Rc n .'s-l-e.11irt9 • �, Illy • _ (CONTINUATION PAGE) ..:.-:.:34:7.1..:;,...._,.• tri 'r, •puetkinn ( V- J�G 14 `1t EL'J PLUS ,� 'LI II El •IV / 1 STATE LP Tel Plus Communications, Inc. r,e • A Siemens Company + - • i:''.r. °":`JOB NuasER+".�r">..Vcfr 4 Y::SOC;tts', esi 'SYSTEM;TYPE ,SS I ]#ertrQUANTITIESj a '.;."rNIM.4`.^iUer;r HAOTDATf' .. 9.PA itVPAGES :" . t . '�` .ru�'�Ct1S70MEfi CONTACT.�9-„n �� rfV^k�'t Y. ORDERED x°�.:)6' ;PERFORMED• /'; 54 tri � 4431 Oq 4ll••� �.�rn 1 � o �� Q ^ rx` �..�U Sg' X DOro�-h�/ (Drneli us �a oF.) = �' �` e416':j:4pESCRIPTIONN f4, erR&"&Y.PAR ''',s. :a.• _/ "'/ '/.,' tiQ oscr - • ,4 r • 1 rD ,t]:-4,41'-",(A,ii +y. c,z� ate' 'W" ; Q a �o c, mDm 'f�'r`` v4 t" ENTRIESINTHESECOLUMNSMusteEAPPROVECI r r'€ 'rGn_ .,�; nIZ• WOr, drn',tnb�r'.,' x nl yNUMBERii O R Ok' 2 C1 7,i"2't lsvA " `"lr' i --''4 " y_ •'n xn . rl49'P" Lut• SYSTEM ORDER CHA .'5IE Customer Name City of Cupertino COMPLETED BY CONTRACT ADMIN. Install Address 10185 N. Stelling • JOB NO. ❑ — I I City, State, Zip Cupertino, CA 94514 DATE — — Sales Rep Lori Bliss S.O.C. NO. - -Sales Office Pleasanton CHANGE NO. The undersigned authorizes Tel Plus, Inc. to make the following ADDITIONS/DELETIONS to the system order. PART NUMBER ADD/DELETE OTY. DESCRIPTION TPS1915 ADD: 1 Jr. Dyad Telephone with speakerphone )00( 141`1.Z - ADP :2— .. -left-0AL ?gag RE @, 105, 0o , _ - . _. .. • • • e. THE EFFECT OF THIS CHANGE IS TO BE AN INCREASE ® DECREASE ❑ OF $ �'� TERMS: 1) Pricing and credit approval is subject to Tel Plus's verification and corporate acceptance. 2) Deletions are subject to billings for work performed and/or restocking charges. 3) Original Sales Agreement payment terms apply on a pro-rata basis. 4) If this change cannot be completed by cutover, customer agrees not to delay acceptance and payments by reason of such incompleted changes at cutover. • 5) Work cannot begin until this change has been accepted by Tel Plus. TERMS OF THE ORIGINAL CONTRACT(WHERE APPLICABLE) WILL GOVERN THIS DOCUMEN -- - TEL PLUS COMMUNICATIONS,"INC. AUTHORIZED: PREPARED BY: Custo r: ACCEPTED BY: ..thp64- Date: Date: ' /2-2. < �! FOR CONTRACT ADMINISTRATION USE ONLY ORIGINAL CONTRACT AMOUNT$ PREVIOUS CHANGE(S)AMOUNT$ _ THIS CHANGE$ REVISED CONTRACT AMOUNT$ ' 2101518/9T 12/07/88 0041J4100 WHITE-Contract Administration . BLUE-Customer(countersigned) --GREEN-Sales 1 -YELLOW-Operations —PINK-A/RGOLD-MaterlahCoritrot - J I i . JJL E d if--L © NORTHERN CALIFORNIA,INC. December 17 , 1986 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attn: Dorothy Cornelius Dear Dorothy: Thank you for your confidence in Tel Plus Northern California, Inc . Please find enclosed an executed copy of your Tel Plus Sales Agreement for your records . As your communications company we expect you to look to us to solve your communications needs . To meet that responsibility, our Work-In-Progress-Team, consisting of Corporate Managers in Operations, Finance , Material Control , and Contract Administration track and review your "Work-In-Progress" with our Branch Managers . This review includes your status of schedules for site readiness , equipment deliveries, payments , cutover planning and system order changes for your new system until it is completed. Tel Plus ' installation team is authorized to design , deliver and cutover your system, provided proper credit arrangements and payment terms are satisfied. They will provide you with an installation record of what you ordered versus the actual delivered status at cutover . Tel Plus is especially interested in any backordered or incomplete items with comments for this "snapshot view" of your system at cutover . The Sales Agreement and our procedures are designed to provide you with a complete system , installed in a professional manner on a planned work schedule, but also with a degree of flexibility that allows you to approve changes in the system configuration and cutover date if necessary. We are proud of our association with City of Cupertino . You deserve the best in communications and we are pleased to be of service. Since ,11111 011111111 s:ge D. a n/ Pres 'dent RDB: jls 4464A Willow Road • Pleasanton, California 94566 • (415)463-0555 • A Telecom Plus International Company II. p SALES AGREEMENT / Contract No. Mn/IPL SSM NORTHERN CALIFORNIA INC. AGREEMENT between TEL PLUS NORTHERN.CALIFORNIA INC.("Seller") - and CITY OF CUPERTINO 10300 TORRE AVE., CUPERtINO, CA 95014 ("euyer") having offices at --- - and premises at 10430 DE ANZA BLVD., CUPERTINO, CA 95014 ("Premises") 1.AGREEMENT.Subject to the terms and conditions set forth on the reverse side-herein,Seller agrees to sell to BuyerappBayer agree, topurchase from Seller the items described in the.Equipment List.The estimated date for installation of the Equipment is J/AIN... ia. 1 H11 2. PRICE.The price("Price' of,the equipment inclusive of installation t ereof shall be$ .6-2,499790- 3 bi 1'"152.00 - • ` plus tax of$ 3,f1Fw9-d#Rr S0-3 Q / / v,e 42.-- '' `'� 3. • .PAYMENT TERMS..,The price:provided for in this Agreement shall,be pad its ffoolllow . iirs$ II_aO GREEM-FNS Ur II) i • II p is d3 44U O-U-P0-N-EFUIPMEN.T-d�alaRY ()' P.ON-SYST M ACCiFnma*.CE $12,997.40 UPON RECEIPT OF--INVOICES: APPROVAL OF AGREEMENT BY CONTRACTOR $19,496.10 UPON EQUIPMENT DELIVERY rfil $19,496. 10 UPON INSTALLATION /� Id $12,997.40 30 DAYSSAFTER ACCEPTANCE I�(Y] 4. EQUIPMENT LIST. SEE SCHEDULE A - EQUIPMENT ITEMIZATION, AND ADDENDUM A TO SALES AGREEMENT - CONTRACT TERMS & CONDITIONS, ADDENDUM B TO SALES AGREEMENT - COMMENTS & RESPONSES TO RFP, ADDENDUM C TO SALES AGREEMENT- INDEMNIFICATION, AND ADDENDUM D TO SALES AGREEMENT - INSTALLATION DATE GUARANTEE, ATTACHED - tr IN WITNESS.WHEREOF,-t/he/�uJndersigned have duly executed this Agreement, effective /7 theday of 1---d)77 19.` TEL PLUS NORTHERN.0 LIFORM 'INC. -CITY OF CUPERTINO ,--/Ci i a J ( (Seller) (ever) 5.TAXES. Buyer shall pay all taxes(other than taxes based on Seller's net Income)paid, payable or required to be collected by.Seller, however designated,which are levied or based upon the Price,this Agreement or the Equipment including,but not limited to, federal,state and'local sales or use taxes,whether domestic or foreign. 6.DELIVERY AND INSTALLATION.Seller shall deliver and install the Equipment at the Premises set forth above,and Buyer agree to accept delivery and to permit Seller access to the Premises as Seller shall require for the purpose of installing the Equipment. If the Premisesare not available to Buyer and ready for installation of the Equipment within 60 days after the estimated date installation is to commence. Seller shall have the option to terminate this Agreement without liability to Seller for such termination. 7. INSTALLATION REQUIREMENTS.Buyer Will provide the items and environmental conditions stated.in Seller's standard"Customer Provided Installation Requirements specifications for the Equipment at Buyer's sole expense. 8.RISK OF LOSS.The risk of loss for any damage to or destruction of the Equipment or any portion thereof from and after the time of delivery thereof to the Premises shall be on Buyer except with respect todamage or destruction resulting from the negligence or willful conduct of the Seller. 9.SECURITY INTEREST.Buyer hereby grants to Seller a security interest in the Equipment to secure payment of the unpaid portion of the Price, notwithstanding Installation of the Equipment in the Premises or its attachment to real property,and hereby authorizes Seller to file financing statements . signed only by Seller in any and all places such financing statements may be filed by Seller to perfect the security Interest in the Equipment herein granted in accordance with the Uniform Commercial Code..In addition,Buyer shall execute and deliver to Seller such documents as Seller shall request in order to perfectsuch security interest in the Equipment.Upon default In payment Price,Seller maydeclare the entire unpaid balance of the Price due and payable and shall be entitled to exercise all of the rights and remedies of.a secured party under the Uniform Commercial Code. 10.WARRANTIES.Seller hereby warrants the Equipment against defective parts or workmanship for a period of 12 months from the date ofinstallation, except as specified.in the Equipment List.Seller's liability under this warranty is conditioned upon the receipt of prompt notice of defects from Buyer and is limited to repairing or, at Seller's sole option, to replacing the.Equipment. SELLER SHALL NOT BE UABLE FOR CONSEQUENTIAL DAM- AGES FOR INJURY TO PERSONS OR PROPERTY OR FOR COMMERCIAL LOSS OR OTHERWISE.THIS WARRANTY SHALL BE VOID AS TO THE EQUIPMENT DAMAGED OR RENDERED UNUSABLE BY THE,WILLFUL ACT, NEGLIGENCE AND/OR TAMPERING OF PERSONS OTHER THAN SELLER. SELLER HEREBY ASSIGNS TO BUYER (TO THE EXTENT IT HAS THE RIGHT TO DO SO) THE BENEFITS OF ANY WARRANTIES OR GUARANTEES PROVIDED TO SELLER BY THE MANUFACTURER(S)OF THE EQUIPMENT.THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL OR IMPLIED) INCLUDING WARRANTY OF MERCHANTABILITY IN OTHER RESPECTS THAT EXPRESSLY SET FORTH HEREIN AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 11. FORCE MAJEURE.Seller shall not be liable for failure to perform its part of this Agreement when such failure is due to fire,flood, strikes or similar labor disturbances,industrial disturbances,war, riot, insurrection and/or other causes beyond Its control.In the event Seller's performance hereunder is prevented due to one or more such causes,at its option,Seller shall have right to either terminate this Agreement end reclaim or be paid for the Equipment installed to date of such termination or to continue with its performance hereunder following the cessation of suchcauses and receive the benefit of Buyer's performance hereunder as though such causes had not occured. 12.MISCELLANEOUS.This Agreement shall be construed and performed in accordance with the laws of the State of California.In the event that any term or condition of this Agreement is determined to be contrary to law or unenforceable for any reason whatsoever,such determination shall not in any way affect the validity or enforceability of any other term or condition thereof.The prevailing party in any legal action brought to enforce this Agreement or any portion thereof shall be reimbursed by the other party for its reasonable costs and attorneys'fees relating to such action. 13.ENTIRE AGREEMENT.This Agreement and all Exhibits attached hereto,constitute the entire Agreement between Buyer end Seller with respect to the subject matter and no waiver modification or amendment of any of the terms or conditions hereof shall be effective unless set forth in a writing duly signed by Seller and Buyer.This Agreement shall be construed and performed in accordance with the laws of the State of California.In the event that any term or condition of this Agreement is determined to be contrary to law or unenforceable for any reason whatsoever,such determination shall not in any way affect the validity or enforceability of any other term or condition thereof.Contract subject to acceptance by a Corporate Officer. L c C SCHEDULE A - EQUIPMENT ITEMIZATION FOR THE CITY OF CUPERTINO 12-8-86 One Siemens Saturn IIE Digital PBX Single Module System: EOUIPPED WIRED CAPACITY Eight Port Slots* 14 12 60 Sixteen Port Slots 2 8 32 Total Ports 144 224 992 * One (1) station line reserved for remote maintenance port. 1 - Saturn IIE Basic Cabinet, 224 Ports, equipped with OC-1F Software, 1.25 Megabyte of Memory, Dual Disk Drive, Single Shelf System including: 1 - Attendant Console Card (2 Circuits) 6 - Eight (8) Circuit Digital Station Cards 2 - Sixteen (16) Circuit Analog Cards 5 - Four (4) Circuit Trunk Cards 1 - Four (4) Circuit Tie Trunk Card (Paging Interface) 1 - DTMF Card 1 - Remote Access Card 22 - Single Line Analog Starplus Telephone Sets with Eighteen (18) Programmable Buttons 33 - Jr. Dyad Telephones 13 - Eighteen (18) Button Dyad Telephones with Speakerphones 1 - Attendant Console 1 - Console Headset 1 - Two (2) Hour Battery Back-Up -Lorain 1KVA UPS WDA 102B Constac, batteries, battery rack 1 - Lot labor, wire, standard cable and miscellaneous materials necessary for the installation of the above configured system. AGREED TO AND ACCEPTED: TEL PLUS NORTHERN CALIFORNIA, INC. CITY OF CUPERTINO 741f (Initial ) (Initial) CDENDUM A TO SALES AGREEMF( 3 . CONTRACT TERMS AND CONDITIONS C. 3 . 1 Definitions The term "City" shall mean : City of Cupertino located at 10300 Torre Avenue, Cupertino, CA 95014 The term "Consultant" Is defined in paragraph 1 .2. The term "Contractor" shall mean : the successful vendor for the contract named In this specification. The term "Site" shall mean: the temporary City Hall located at 10430 S . DeAnza Boulevard. 3.2 the work The work to be provided by the successful vendor hereafter referred to as the Contractor shall include the furnishing of all labor, materials, equipment and services Incidental to the installation and maintenance of electronic telephone equipment as specified herein. 3.3 .Change. Orders. Drnwinflc Ansi Specifications The City shall have the right to request changes in system configuration and shall furnish with reasonable promptness any required additional instructions, by means of change orders, necessary for the execution of the work. No changes shall be made, except by written order from the City or its authorized representatives. Minor software changes (such as number assignments, or class of service ) must be provided at no charge for a minimum of 30 days after installation. Charges for authorized changes will be made according to the "add or delete" schedule provided in the PROPOSAL FORM. 3.4 Permits. Licenses. Ordinnnre4 And Regulations a. Any and all required fees as required by State, County, or City laws will be paid by the Contractor. All other permits or fees required by law , ordinances, tariffs and regulations shall else: be paid by the Contractor . The Contractor must give all notices and file all per- mits necessary in connection therewith . PAGE 1 OF 15 c SI 3o Z dJVd -5140A SlJ0432J+UO3 ey4 04 elge3lldde eq Aew 9W2S 244 se 4240sul 43244U00 ledloulJd 244 40 s+ueweJlnb -eJ 044 441 * Aldwoo 04. slle ; 4043244uo3gns 244 'uoluldo sLA410 244 UI '41 A410 244 40 JepJo 244. 42 4uewinuue 541 JO ; ePlno4d Heys 43e.4uoogns 4323 •Age4e44 P0Jenoo )1J0* 044 04 elge311dde se J24Osul 43e44Uo3gne 4322 40 44ed epew eq Heys 4004844 s4Jed Ile pue 432J4uo0 244 40 SW-104 244 pue 140432441103 1ed13u1 .d 844 pue A+ 10 044 1122 *4eq 43244.UO3 ey4 04 80118490J -e ule4uoo Heys +324+uoogns 4323 •43244uo3gns floes ul penIOnul Aeuow 40 4unowe 844 'pe+senbe4 ; I pue 'Aue 41 '41w11 0W14 ')1J0 * 40 U0142301 pue 484324243 e44 6111 *0145 4u0We4e45 2 441 * J8440604 '40432J4U00 244 441 * AI4oe41p 6u143244uo3 4043244UO3gns 4322 40 See4ppe pue eweu e4+ 4slu4n4 11245 4040244U00 244 'pe+senbeJ ueyp sJ043UJ4uoJgng 9•£ •43244U00 pe42184 Aue JO 5144 Jepun e3uewJO44ed 4O U014ej8do S4JO43e44uoogns Aue JO 5140432441100 40 Ono 61119142 'see } s1Aeu4o44e Sulpnloul 'se6ewep 'S41ns 54503 'Swlel3 'esuedxe 'A+II1ge1I 'ssol lie pue Aue 4s1.11262 pue WO4; sseiwJey pue 0044 'seeAoidwe pue '54eol440 541 A410 044 P104 pug pua;ep 'A; JUwepul 04 500462 Aisse4dxe • JO43eJ4uo0 241 'wit; Aq peAoldwe uosJed JO 4ue6e '4043244 -uoagns Aue JO 40432441100 044 40 +Jed 244 uo uOl4e3141Oedg 514+ Aq pezl .o44n2 40U uOlsslwo JO 43e Aue woo} e6ewep JO; :)IJO * 244 40 e3ue+de332 ' QUi ; 044 04 4014d s4Uewele 844 ;o 1101432 Aue WOJ4 e6ewep JO; :+32441103 sly4 Jepun )1JO * 244 40 83U2WJO }Jed 244 JO; : +3;441103 sl44 Jepun j4o * 044 40 eOuew404Jed 044 W043 6u141nsej A44edo4d 04 e6ewep JO ; 143a1o4d 844 UI peJe411no0ue eq hew 4314* ' 12101 ; 1442 JO IQJn4eu 40441e ' se141n01 ; 41p JO SUOl +3nJ+sq0 Aue WOJ; 6ulslJe e6ewep JO SSOI 112 JO; :S1enP1nlpui Aue 04 pue o llgnd 044 04 AJn [ul Ile pue Aue 4o4 's4o43e44uoogns Aue pug 418541 40; A4111g1suodse4 2414ue 244 se4 4043244UO3 e41 1.10I4e3141umepuI 5• £ • • IesodoJd 844 6u1441wgns 0Jo;eq s4ueweJlnbe. 43ns 441 * J2111W24 eq o+ A4111g1suodseJ S1J043e4+1103 044 sl 41 23U15 'pe441wgns 042 SlesodoJd O 44 842p 944 U0 408; 30 UI Suol+eln6e4 pug 's ; 41424 'seOUeUIp4O 'sepo0 441 * Aldwoo 04 peJlnbeJ se6uego J0; penO4dde eq IIIb 4uewAed leuo14lppe JO; ew1213 ON •0 •suo142in6e4 Jo sepoo 6uIU4eno6 ;0 05094 peeoxe stueweJlnbeJ 43244UO3 244 41 4uewnoop 402441103 044 ;0 sU0142314.1oads 441 * 6u1Aldwoo 404 A41I1g1suods -8J 844 ;0 4043244UO3 244 0A81184 40U seop 4ueweJlnb -04 s144 4nq 's4ueweJlnbe4 pue suoi4eln6eJ VHS0 Ile 6Ulpnloul 'suol4eln6eu pue 'sepo3 'seoueulp40 6u0u4eno6 leJepe; pue 84245 1e3ol Ile 44I * Aldwoo Heys )140* IIV • q C- (- Nothing Nothing contained in this Specification shall be construed as creating any contractual relationship between any subcontractor and the City. The sections of this Speci - fication are not Intended to control the Contractor In dividing the work among subcontractors or to limit the work performed by any trade. The Contractor shall be considered the employer of and as fully responsible to the City for the acts and omissions of subcontractors and of persons employed by them as he Is for the acts and omissions of persons directly employed by him. The Contractor shall be responsible for the coordination of the trades, subcontractors, and material people engaged upon the Contractor's work. It shall be the Contractor's duty to see that all supporting subcontractors commence their work at the proper time and carry it on with due dilllgence so that they do not delay or injure either the work or materials; and' that all damage caused by them or their workers is made good by them or by the Contractor at the Contractor's expense. The City will not undertake to settle differences between the Contractor and the Contractors subcontractors or bet- ween subcontractors. The Contractor shall utilize the services of specialty subcontractors, without additional expense to the City on those parts of the work which are specified to be performed by specialty contractors. 3.7 Delays and Extensions at Ttrne • If any delay is caused the Contractor by specific orders of the City to stop work , or by unusually severe weather conditions, or by the performance of extra work ordered by the City, or by failure of the City to provide the neces- sary right of way or site for Installation, or by strikes having a direct effect on the work, or act of God, such delay will entitle the Contractor to an equivalent exten- sion of time; provided that the Contractor has taken reasonable precautions to prevent delays due to such causes and provided that the Contractor shall notify the City in writing of the causes of defay within 15 days from the beginning of any such delay. The City will Investigate the facts and ascertain the extent of the delay, and its findings thereon shall be final and conclusive. The Contractor shall not be assessed liquidated damages for delay In completion of the project when such delay was caused by the failure of the City or the owner of a util ity to provide for removal or relocation of the existing utility facilities not identified on the drawings or In the specifications. PAGE 3 OF 15 (— Any Any and all extension of time must be first approved by the City In writing. An extension of time whether with or without consent of the City shall not release the sureties from their obligations, which shall remain in full force until the discharge of the contract. In no event shall the Contractor be entitled to compensation or damages resulting from hereinabove specified conditions, or from delays or hindrances to the work from any cause or causes whatever. 3 .8 Contractor's Liability Insurance The Contractor shall obtain all of the insurance required hereunder and shall maintain the same at all times during the life of the contract of which these Specifications form a part. The Contractor shall , at the time of his execution of the contract, and before Its execution by the City, file with the City for their approval , the original of such policy or policies or, good and sufficient certificates thereof. Said insurance shall cover the following: 3 .8 . 1 Comprehensive bodily injury and property damage liability insurance including automobile, product liability, and/or completed operations coverage, and specifically including contractual liability covering liability assumed here— under, providing property damage not less than $50,000 bodily Injury liability limits of not less than 5100,000 for each person and $300 , 000 for each accident or occurrence for claims which may arise from the operations of the Contractor or any subcontractor In the performance of work herein provided for. Said comprehensive bodily injury and property damage liability insurance policy or policies shall Include as a named additional Insured, the • City of Cupertino, its officers, agents, and employees, and shall contain the following endorsement: "Notwithstanding any other provision in this policy, the Insurance afforded hereunder to the City of Cupertino shall be primary as to any other Insurance or reinsurance covering or available to the City, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the appropriate limit liability afforded hereunder is exhausted." Each of the said policies of insurance shall contain a clause substantially in the following words: " Itis hereby understood and agreed that the policy may not be cancelled nor the amount of the coverage thereof be reduced until ten ( 10) days after receipt by the City Clerk of the City of Cupertino of a written notice of such cancellation or reduction In coverage, as evidenced by receipt of a registered letter." _ 1 PAGE 4 OF 15 3 .8.2 Workers' compensation and employer's liability insurance to C ' cover Ills employees as required by the Labor Code of the State of California. 3 .9 System Acceptnnrq 3.9. 1 Prior to final acceptance, the Contractor shall perform complete system tests, under the supervision of the City. The Contractor shall furnish all necessary test equipment and perform all work required to determine or modify the performance of the system to meet the specified functions. This work shall Include, but not be limited to the following: a. Complete test of all station functions and features at each station or location. b. Tests of all system switching and call processing functions. c. Tests of ail special and optional equipment such as CDR on-site processors. d. Tests of all attendant console functions, if applicable. e. Adjust all equipment components for optimum quality operation. 1 . f . Properly detail all telephones, with line and/or key system and station number. g. Provide City personnel with complete instructions in the proper operation of the system, by quali - fied representatives of the Contractor at the sites and at times suitable to the City. h . Provide the City with an executed "no cost" warranty covering the complete maintenance of the system Including parts and labor for a period of one year from the date of cutover; provided, how- ever, should Contractor's systems fail to meet the standard of performance during the Initial 30-day period referred to below, then the one-year period shall commence the day after the standard of per- formance has been met for thirty consecutive calender days following determination by the City that the system meets the standard of performance. 3 .9 .2 Contractor shall successfully complete the acceptance testing routine according to the following: the acceptance period begins at Installation and ends when the telecom- munications system has met the "standard of performance", herein defined as : operating for a period of thirty (- PAGES OF15 (-- consecutive calendar days without experiencing any "system failure downtime." "System failure downtime," is that period of time when the system Is not operable due to intermittent or consistent failure to the extent that the switching system cannot be used continuously. "The system, " for purposes of the acceptance period will be defined as the basic switching system, with its generic software, including all pertinent subsystems and attendant consoles. System failure downtime shall not include: - The failure of any individual station apparatus, excluding consoles, which results from faulty work- manship by the manufacturer. - Acts of God, electrical outage beyond eight hours, or circumstances beyond the control of the Contractor. "Downtime" for each Incident shall start from the time that the City contacts the designated Contractor representative until the system is returned to proper operating condition. The City shall maintain appropriate daily records in a form approved by the Contractor, to satisfy the requirements of this section. In the event the system does not meet the standard of performance during the initial 30 consecutive calendar days, the acceptance period shall continue on a day-to-day basis until the standard performance has been met for a total of 30 consecutive calendar days. 3 .9.3 The system shall not be accepted until the standard of performance Is met. The date of acceptance shall be the last day of the period (30 consecutive days meeting the minimum standards of performance ). If the system Is not accepted within 60 days of cutover, the Contractor shall , at Its expense, replace any defective part or parts of the system ( including the entire system, if necessary). The acceptance period will begin again after replacement of the designated part. If the system cannot be accepted within 180 days of cutover, the City may, at its option, reject the system entirely and Contractor shall return all pay- ments made up until the point of rejection. Contractor shall not remove the system for a period of 180 days or until a suitable replacement system Is installed and working, whichever occurs first. 3 .9.4 Should Contractor contend that any period of "downtime" was caused by factors other than the system failure it will be the Contractor' s responsibility to prove that such period of "downtime" was not caused by system failure. PAGE 6 OF 15 . C C� ( 3.9.5 Contractor shall complete, within ten ( 10) days of cut- over, In conjunction with the City, or its representa- tive, a complete audit of the switching equipment, station equipment, subsystems, station cards, line cards, and all other components. 3. 10 Waiver ni Lien The Contractor warrants that all equipment to be installed hereunder is, and shall be, free of any claim, demand or lien asserted by the Contractor or by any third party claiming through Contractor that all work shall be completed free of all mechanics and materialmen's liens or claims of liens. The contract shall provide for final payment only after release of all lien claims. The Contractor shall grant no security interest in said equipment to any third party . 3. 11 Familiarity With Conditions DI Installation By executing the contract with the City the Contractor represents that the Contractor has inspected the City's present site and facilities, the existing telecommunica- tions system including stations, wiring and cables, and has familiarized itself with all of the conditions under which the new telecommunications system Is to be installed, has correlated its observations with the contract requirements, and has included the above conditions In the contract price. 3 . 12 Materials And Appiienrec Unless otherwise stipulated, Contractor shall provide and pay for all materials, labor, tools, equipment, trans- portation, and other facilities necessary for the performance and completion of the work. Contractor shall verify conditions at the building, particularly door openings and passages, to avoid any items too large for openings. Any pieces too bulky for existing facilities shall be hoisted or otherwise handled with apparatus as required. All special handling equipment charges shall be paid by the Contractor. 3. 13 Premises. Acromeodatlon Upon request by Contractor, the City shall furnish and provide the following: a. Power and light required to facilitate the • installation of equipment; b. Adequate foundation below bases and floors to Cmaintain the weight of the equipment; PAGE 7 OF 15 (- c. Access to equipment and / or storage rooms as required. 3. 14 Storage ARA Pellvery The Contractor Is cautioned and shall understand that storage space at the premises is limited and shall plan the equipment and material deliveries and storage, and the work, accordingly. 3 . 15 Rfyht ID Corrert BL Stop Mork The equipment, materials and work shall be available for Inspection at any time by representatives of the City All equipment, materials and work not In conformity with the specifications shall be subject to rejection. City, or an authorized representative shall have the right to order the work of the Contractor, any subcontractor and supplier fully or partially stopped If In their judgement the materials furnished or the work being done is not In strict accordance with the specifications, or until the equipment, materials or work is removed from the premises. The Contractor shall promptly correct all equipment, materials and work rejected as defective or as failing to - conform to the specifications whether observed before or after sub- stantial completion, and whether or not fabricated , Installed or completed. The Contractor shall bear all costs for correcting such rejected equipment, materials and work. All defective or non-conforming equipment, materials and work described above shall be removed from the premises where necessary and the equipment, materials and work shall be corrected to comply with the specifications without cost to the City . If the Contractor falls to correct such defective or non- conforming equipment, materials and work, or otherwise defaults or falls to perform any provision of the contract, the City may, after ten (10) days written notice by certi- fied mall to the Contractor, and without prejudice to any other remedy ft may have, make good such deficiencies. In such case, an appropriate change order shall be issued deducting from the payments- then or thereafter due the Contractor all amounts Incurred by the City to correct such deficiencies. If the payments remaining to be made under the contract are not sufficient to cover such amount, the Contractor shall pay the difference to the City. The foregoing provisions shall be in addition to all other warranties provided by law or set forth In the contract. • PAGE 8 OF 15 C 0 - 3 . 16 Cutting mQ Fitting The Contractor shall do all cutting, fitting g or patching of the equipment, material and work that may be required to make the several parts fit together properly, but shall not cause any material or substantial change to any equipment, materials or work. 3 . 17 Repairs Contractor shall promptly repair, at its sole cost and expense, any . damage by Contractor, and any of its subcon- tractors and its suppliers to the building in which the premises is located, to the premises, to the contents of the premises and building, or to the equipment, material or work being Installed. In the event Contractor falls to commence such repairs within five (5) days after notice from the City, the City shall cause such repairs to be made at Contractor's sole cost and expense. 3 . 18 Clear Away Throughout the progress of the work, the Contractor shall keep the working area free from debris of all types, and remove from premises all rubbish resulting from any work being done by them. At the completion of their work the Contractor shall leave the premises in a clean and finished condition. (. 3. 19 Supervision Contractor shall keep on the work during its progress an experienced, qualified and competent supervisor who shall represent the Contractor In day to day coordination with the City and/or an authorized representative. This Indivi- dual 's name address and telephone number, shall be provided to the City. 3.20 Termination 12,y. Ike City • If the Contractor is adjudged a bankrupt, or makes a general assignment for the benefits of their creditors, or If a receiver is appointed on- account of their insolvency, or if they persistently or repeatedly refuse or fall except in cases for which extension of time Is provided, to supply enough properly skilled workmen or proper equipment and materials, or if they fall to make prompt payment to subcontractors and suppliers for equipment, materials or labor or disregard laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise are guilty of a violation of a provision of this contract, then the City may, without prejudice to any other right or remedy and after giving the Contractor ten ( 10) days written notice, terminate the employment of the Con- tractor and take possession of all equipment, materials, PAGE 9 OF 15 c work tools, construction equipment, and machinery on the site owned by the Contractor and may finish the work by whatever method deemed expedient to the extent permitted by federal bankruptcy law. In such case the Contractor shall not be entitled to receive any further payment until the telecommunications system is completely installed, opera— tional and accepted. If the unpaid balance of the contract sum exceeds the cost of finishing the instal lation , including compensation for any additional consulting ser— vices, such excess shall then be paid to the Contractor. If such cost exceeds the unpaid balance, the Contractor shall pay the difference to the City. 3.21 Milestone Schedule Complete with the proposal response, all Vendors will include an anticipated milestone schedule which will Include, but not be limited to, the following major events: a. Equipment assembly b. Delivery of equipment to local test site c. Formatting of data base d. Testing Interval e. Delivery to sites ) f . On line testing g. User training h . Installation and cutover I . Acceptance testing 3 .22 Initial Malntenanrq Obligation 3 .22. 1 Contractor shall provide complete maintenance of the switching system , as well as all station equipment or ancillary equipment installed under the contract, Including parts and labor, for a period of no less than one ( 1 ) year from the date of final acceptance, at no additional cost or expense to the City. Maintenance must be provided on a 24 hour a day, 7 day a week basis with a maximum emergency response time of two hours. Emergency conditions are defined as : a. Attendant position Is incapable of answering and passing calls. PAGE 10 OF 15 C (- b. A majority of any group of central office facilities is C ' Inaccessible. c. More than 25% of the stations are Inoperative. d. On other specific occasions when the City's responsible representative declares an emergency. The number of individuals who may declare an emergency will be limited and their names and/or titles will be mutually agreed upon by the City and Contractor. 3 .22.2 Nonemergency response time shall be within one business day of the service request. No charges will be made for service calls outside normal working hours unless the Contractor accompanies the response to this request with a detailed Itemization of those costs. 3.22.3 Maintenance options should be fully explained, including the warranty and warranty period, service contract cost per month, and service per call charges if applicable. State policies, Including response time for each of the following categories : a. Adds, moves and changes. b. Repair service - "minor" (define and provide examples of minor repair). c. Repair service - "major" (define and provide examples of major repair). 3 .23 After-Warranty Maintenrnr, Contractor must provide firm prices for a complete main- tenance program, on an annual basis, under the same terms and conditions as described In item 3.22 above. Enter costs in pricing section of the PROPOSAL FORM. 3 .24 Repair Responsibility The Contractor shall act as the City's coordinator In the dealings with Pacific Bell for ordering facilities, and coordinating service cut-over with the existing vendor and all related matters vital to the efficient operation of the telecommunications system. It shall be the responsibility of the Contractor to deter- mine the cause and location of any malfunctions occurring In the telephone system. If the Contractor determines that the malfunction is caused or located with the telephone PAGE 11 OF 15 C utility, or \other vendors, then the Contractor shall assume the responsibility to coordinate an expeditious correction w ith the utility or other vendors, throughout the initial w arranty period, and shall continue as a condition of subsequent annual maintenance contracts. 3.25 Quantity Inrrnase/Qerrense Quantities shown in system specification are estimates and are subject to increase or decrease at the discretion of the City. 3.26 New Material All materials supplied for this project must be new and completely tested before cutover. Contractor will be required to provide a certificate assuring same. However, refurbished materials will be considered as an alternative In this RFP. 3 .27 Installer Personnel Qualifications All equipment installation personnel must be certified on the equipment. All station Installers must have received professional training In their craft. 3.28 Cable Designation All new cables, regardless of length , shall be marked 1 and/or numbered at both Ands. Marking codes shall corres- pond to recognized codes. All new cabling shall be neatly laced, dressed, adequately supported and have a minimum 50% expansion capacity. 3 .29 Cable Splicing No splices will be allowed in system wiring other than at designated locations where approved mechanical connectors shall be employed. 3 .30 Trainlna Contractor to provide City personnel with complete Instructions In the proper operation of the system, by qualified representatives of Contractor, at times suitable to the City. The City will assure that the proper personnel will be available for training RL14L ±2 U .atam sll±QY.L. Responsibility for scheduling and attendance shall be coordinated by the City and Contractor's Customer Representative. City will provide adequate training room/s. Contractor agrees to conduct training so that the indivi - dual and collective needs of all City employees are adequately satisfied. - PAGE 12 OF 15 C C� 3 .31 Training Follow—up Contractor personnel will be present during, and for a reasonable time after, cutover to provide station user training. Approximately ten ( 10) days after cutover, a • Contractor Representative will return for follow— up training to review previously covered features, to go over remaining features, answer questions, hold any make—up sessions, and do a walk—through to observe any special applications problems or to answer any user's questions. 3 .32 Covenant against Contingent Fees The Contractor warrants that they .have not employed any person to sol loft or secure this contract upon any agree— ment for a commission, percentage, brokerage, or contingent fee. Breach of this warrant shall give the City the right to terminate the contract, or at its discretion, to deduct from the contract price or cons ! deratlon, . the amount of such commission, percentage, brokerage,or contingent fee. This warranty shall not apply to commissions payable by vendors upon contracts or sales secured or made through bonafide established commercial or selling agencies main— tained by the Contractor for the purpose of securing business. �• 3 .33 Financial Stateeentn Vendors may be requested to submit recent financial statements pr for to final selection. These may be optionally included in the proposal . 3 .34 Proposal Preparation Costs Ali costs Incurred in the preparation and presentation of the proposal shall be wholly absorbed by the vendor. All supporting documentation and manuals submitted with this proposal will become the property of the City unless other— wise requested by the vendor at the time of submission. 3 .35 Vendor Contract If a vendor proposal is accepted, the proposal and subsequent documentation and/or correspondence will be incorporated Into a contract between City and the Con— tractor. PAGE 13 OF 15 C C C 3.36 Asslgnert Personnel The City will reserve the right to request a change In vendor representatives lf, at the City's sole discretion, assigned personnel are not satisfying the City's needs • adequately. 3 .37 Terts jaf Paytent The City agrees to pay, upon receipt of Invoices 20% of purchase price upon contract approval by Contractor, 30% when all equipment is delivered to the installation site, 30% when the system is installed and cut into service. The remaining 20% shall be pald 30 days after the system is accepted, according to the criteria set forth In the con- • tract documents. 3 .38 Acceptance Qj Propocnlq This is only a Request For Proposal (RFP ) to be submitted by potential Contractors. The City may accept or reject any or all proposals submitted in response to this RFP. • • • PAGE 14 OF 15 Addenda #1 Request for Proposal for The City of Cupertino Telephone system Addition to 3. Contract Terms and Conditions 3.39 Contract Completion and Liquidated Damages The telephone system must be installed and provide telephone service to all planned locations within 30 days of contract approval by the City. Allowable exceptions are defined in Paragraph 3.7. Time shall be of the essence for this Contract. If the Contractor fails to complete, within the time fixed for such completion, the work hereinbefore mentioned and described and hereby contracted to be done performed, s/he shall become liable to the City for liquidated damages in the sum of Six Hundred and Fifty and no/100 Dollars ($650.00) for each and every working day during which said work shall remain uncompleted beyond such time for completion or unlawful extension thereof, which sum shall be presumed to be the amount of damage thereby sustained by the City since it would be impracticable or extremely difficult to fix the actual damage; and the amount of liquidated damages may be deducted by the City from moneys due the Contractor hereunder, or his/her assigns and successors at the time of completion, and her/his sureties shall be liable to the City any excess. AGREED TO AND ACCEPTED: TEL PLUS NORTHERN CALIFORNIA, INC. CITY OF CUPERTINO (INITIAL) c (INITLt-TS— ( 4'��0 � v,uti A' j -5/ PAGE 15 OF 15 C L ADDENDUM B TO SALES AGREEMENT COMMENTS AND RESPONSES TO REQUEST FOR PROPOSAL (RFP) 1.4 Installation Date - Tel Plus Communications is prepared to meet this requirement. 1 . 6 Taxes - Tel Plus has provided the estimated sales tax associated with the proposal . 1.10 Notification of Vendor Selection - Tel Plus Communications will provide a pay for performance bond if required. However, we request substitution of a mutually agreeable liquidated damages agreement. 2. 2 Telecom System Requirements - - The Siemens Saturn IIE has been designed from inception to integrate voice and data. - The Siemens Saturn IIE will grow to a capacity of 964 ports in a single stack. Thus, it is reasonable to assume the Siemens Saturn IIE will meet the City' s criteria for the next seven years and well beyond. - Tel Plus Communications has reserved a Siemens Saturn IIE to respond quickly and adequately to the very short installation time frame required by The City of Cupertino. 3.5 Indemnification - Exception, substitute Addendum A, to Sales Agreement, INDEMNIFICATION, provided in this section. 3.9 . 3 System Acceptance -Exception, delete all wording starting with the words "if the system . . " and ending with the last line worded "working, whichever occurs first" . 3 .20 Termination by the City - Exception, delete the following wording .otherwise are guilty of a violation of a provision of this contract" which appears on the 11th line of the paragraph. 4. 3 .5 Station Equipment - The single line desk telephones proposed are the Starplus Featured Telephone. This unit provides a true "Hard Hold and seven additional programmable PBX feature keys. Ten speed dial numbers are also provided. There is an explanation of this instrument in the Systems Proposed section of this proposal . • Page 1 of 2 crir 1.01 Auxiliary Equipment Access - The Siemens Saturn IIE is fully integratable with most Voice Messaging systems and other peripheral equipment. 1. 02 Call Detail Reporting - We are proposing the Tel Plus Target Plus Total Control system. This is more than CDR. Target Plus provides customer software moves and changes, and complete facilities management. By facilities management, we mean total telecommunications systems records, which include electronic key sheets, cable plant and bay face layout to name a few. 1. 09 Message Waiting - Standard capability including any station to any station. 2. 01 Alphanumeric Display - The Attendant Console can be programmed for up to 32 different alphanumeric descriptions. 2. 04 Busy Lamp Field - Not available. 2. 07 Call Waiting Lamps - The Siemens Saturn console provides an alphanumeric display giving actual quantities of calls waiting by incoming calls, recalls, operator calls. 2.12 Direct Station Selection - Not available. 3 . 07 Call Park - An important note, the Siemens Saturn Attendant Console may have up to ten simultaneously parked calls. 3.29 Route Optimization (Automatic Least Cost Route Selection) - The Siemens Saturn IIE meets all the criteria specified here. By far, the Siemens Saturn IIE has the superior LCR capability : - Up to 128,000 area/office codes. - Up to 100 routes with eight elements per route. - Eight time of day settings. - Day of week settings. 3. 39 Exception - Substitute "Addendum D To Sales Agreement, INSTALLATION DATE GUARANTEE. AGREED TO AND ACCEPTED: TEL PLUS OR- HERN CALIFORNIA, INC. IT7 CFPERTINO (INITIAL) (INITIAL) Page 2 of 2 C. trir ADDENDUM C TO SALES AGREEMENT INDEMNIFICATION: Seller expressly agrees to indemnify and save Customer harmless from and against any and all claims, loss, damage to or destruction of real or tangible personal property or bodily injury (including death) caused by the negli- gence of Seller, its employees, agents or subcontractors in the performance of work under this Agreement, except that the provi- sions of this paragraph shall not apply to claims, loss, damage to or destruction of real or tangible personal property or bodily injury (including death) caused by the negligence of Customer, its employees, agents, or subcontractors. ACCEPTED: TEL PLUS NORTHERN CALIFORNIA, INC. CITY OF CUPERTINO ga5 (Init ' - ) (Initial) ADDENDUM D TO SALES AGREE FNT C .INSTALLATION DATE GUARANT • Subject to the conditions below, Tel Plus Northern California, Inc. guarantees to have City o Cu ertino ' s (hereinafter known as Customer) new telephone system installed and usable by the beginning of Customer 's day on 1/19/87 , 1986 as per System Order Agreement attached. Conditions and Exclusions: 1. This guarantee shall be effective only upon satisfaction of the following conditions, as verified by an authorized representative of Tel Plus Northern California, Inc. CONDITION REQUIRED VALIDATION COMPLETION DATE BY TEL PLUS A. Customer' s credit approved 12/19/86 B. Customer' s equipment room/space ready 12/29/86 C. Telephone company' s work completed 1/11/87 D. Electrical and other customer-provided 12/29/86 arrangements completed E. All facilities necessary for the installation 1/2/87 of the telephone instruments completed F. Software definitions complete 12/29/86 2. The term "Installed and Usable" shall mean that the main exchange component and all or substantially all of the station equipment have been installed and the system is capable of making and receiving calls. Minor omissions or variances in performance of the equipment which do not materially affect the operation of the system as whole, shall not constitute failure to perform by Tel Plus Northern California, Inc. 3. The liquidated damages hereinafter provided shall not be collectible for delays occasioned in whole or in part by: i. a) Act of God or c) Explosion f) Sabotage i) Incident the public enemy d) War g) Theft j ) Embargo b) Fire e) Riots h) Vandalism k) Order of any authority ii. Strikes, work stoppages, or other labor difficulties; iii. Unauthorized moving, repair, relocation or alteration; iv. Any legal action or inaction on the part of any Tel Plus supplier ; v. Any legal action taken against Tel Plus, Customer, a supplier or other parties; vi. Any condition not under the control of Tel Plus. If all of the above conditions are satisfied and Tel Plus has not installed Customer' s telephone systems as required above, Tel Plus agrees to pay the Customer liquidated damages in the amount of $ 650 . 00 for every business day (whole or part) beyond 1/19/87 , until installation has been accomplished as required above. The sum of such liquidated damage shall not exceed five percent (5%) of the purchase price. THE ABOVE LIQUIDATED DAMAGES SHALL BE THE CUSTOMER' S SOLE AND EXCLUSIVE REMEDY. THERE SHALL BE NO LIABILITY ON THE PART OF TEL PLUS FOR ANY GENERAL, PECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY DELAYED INSTALLATION. (2V IN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the date written below. - DEALER:TEL PLUS NORTHERN CALIFORNIA,I6TOMER: CITY OF CUPERTINO Street: 4464A WILLOW ROAD n: Street: 10300 TORRE AVE. • • •-City/State/Z' PLEASANT N, 94566 ': „"..:a,. City/State/Zip: ".OUPERTINO,rcA •P - r 1-4 c.l'., T on•••,. ti c J ,v a v • , ••W i^/V, Ota 1 C 1 R10 1By Title 7/1 CA-7- //4 Title M.t 9'iiJJn 1. 11 , 6 111.' if o.k.-t v t. DaternY /n� r� „e n,n . r /�/ Date ' •_ ... ..-u3• .. n Du 16."• .t.24.e. ...........J:u.kir.b:9 F•'G Ctlt..l.J: 431 xn:1,1.113,• , SOFTWARE ITEM LIST • ...._:I. ...' . . . . P6 i - - tr.:- -4:`;'1.,a`a:e,., ..1 vcC1 mnnl 11'9 a:0:b ... . ,:,:4 .F'. .. . .- i. :01 ) :F .(r_.3•t,.. ' lR,:W � Ij._ nI ncc-s. . n , r • :1 . _ a,.,.. a. .... >;Iv ' .:_...,. K_.,1 -^o.e..en:war.,_-La TO BE COMPLETED BY DEALER: Salesperson HOWARD BRUNN -• ,31w.1"'''t n .:;,!".sr.i Y...:4,r,M 't }.ys . . ,.:: .. ., . ,..r.l . nv.^.: n 1. pu ,.•,rJts';mc:6af. cA -J! •.:bJ _ ".‘",•r:. ., ,, i ! :A tm.Y.` , 35 .-. y./.1♦.31 y./.1SSATURN • .. -...BE - • - • - '" .-. . "Scheduled Cutover Date - ... (Commencement Date) JAN. 19. 1987 ne.tv,ops.;.: :<c t ,. Configuration at Cutover: Lines • ._68 n -r: rTrunks n -20 r _ , _== n "Software Part Number • ,.,,,,. .,. ) )_n ;n .....:., r .a. ".., •rme* - :+ "Software Description "' OC-1F ... ,. • , ,• •Irr, s•.. Serial Number: - ,,,,:,,,,,_,. _ ,.. L,: _ ->:, :, •,. ,,,..-c.. .,.,-, Cabinet 1 _ -. -- :m. :,.:, 1 ^.nn p,a C. . • • ^ • i , 4:' . 4n:1,N.+t; 2 h � 1,:•.+ v`- 12,W.'„1::8:0Y.. n9eJ . . <,.. . - -�� •ac, - - ..- sr 1 o .r . .. - Sar u'- u ' n 1.‘1aar):a,.n.J-SYSTEM INSTALLED AT: •r .ay : • rur ., on111 .>ot•..,. a • Company CITY OP CUPERTINO ,r::,,,,:,c1 -a p.-wr r. v^Street 10430 DE ANZA BLVD. , City/State/Zip CUPERTINO, CA 95014 • ..,:u7.11 ,„.,,,Telephone Number 40R-252-4505 „ , •. nrSt. . . . .' r;.ICr,o.• . ,::, Contact Person DOROTHY CORNRUIUR °” '" "' • TO BE COMPLETED BY SIEMENS: , ..-. .r:ft.-.,,-, ., = Fe,- Software Ship Date Software Version Number Software Serial Number anRrueq;r Jir � i Tel Plus Communications, Inc. A Siemens Company 4464 A Willow Road Pleasanton, CA 94566-4092 (415)463-0555 April 26, 1990 City of Cupertino 10185 N. Stalling Cupertino, CA 94514 Dear Customer: Please find your fully executed copy of the System Order Change dated February 12, 1990. Once again, Tel Plus would like to thank you for your business. Sincerely, TEL PLUS COMMUNICATIONS, INC. 6 Diane C. Segalas Sales Manager, Installed Base DCS:ljl Enclosure PRESS HARD TO GO THROUGH ALL 6 COPIES T k LuSYSTEM ORDER CHANGE Customer Name City of Cupertino r COMPLETED�BYl CONTRACT ADMIN. Install Address 10185 N. Stelling JOB NO. [71 -- q 05 1 0 y / City, State, Zip Cupertino, CA 94514 DATE 0 z — l G —,9 Sales Rep Lori' Bliss S.O.C. NO. 1 Z Sales Office .Pleasanton CHANGE NO. 0 y� The undersigned authorizes Tel Plus; Inc. to make the following ADDITIONS/DELETIONS to the system order. PART NUMBER ADD/DELETE QTY. DESCRIPTION TPS1915 ADD: 1 Jr. Dyad Telephone with speakerphone XXX I rRa APP :3- TEFL-vN metola I0S, 0o -THE EFFECT OF'THIS CHANGE IS TO BE AN INCREASE a DECREASE ❑ OF $ ' TERMS: 1) Pricing and credit approval is subject to Tel Plus's verification and corporate acceptance. 2) Deletions are subject to billings for work performed and/or restocking charges. 3) Original Sales Agreement payment terms apply on a pro-rata basis. 4) If this change cannot be completed by cutover, customer agrees not to delay acceptance and payments by reason of,such incompleted changes at cutover. 5) Work cannot'begin until this change has been accepted by Tel Plus. TERMS OF THE ORIGINAL CONTRACT(WHERE.APPLICABLE)-WILL GOVERN THIS DOCUMEN i- • J TEL PLUS COMMUNICATIONS, INC. AUTHORIZED: d `�fo/ PREPARED BY: -727-)Ati� - Customer: L' i "•`-/�/ ACCEPTED BY: " /7 -By:( �� /y� / f r ac Date: 2 — / Date: na/y/ ig FOR CONTRACT ADMINISTRATION USE ONLY - ORIGINAL CONTRACT AMOUNT$ PREVIOUS CHANGE(S) AMOUNT'$ THIS CHANGE$ REVISED CONTRACT AMOUNT$ 210/518/9T 12/07/88 00-TLM-100 WHITE-Contract Administration BLUE-Customer(countersigned) GREEN-Sales, YELLOW-Operations PINK-A/R GOLD-Material Control • CERTIFICATE OF INSURANCE ISSUE DATE IMM/00/YY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, ALEXANDER & ALEXANDER OF NEW YORK. INC. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1185 AVENUE OF THE AMERICAS COMPANIES AFFORDING COVERAGE NEW YORK. N.Y. 10036 COMPANY A ZURICH INSURANCE COMPANY COMPANY B INSURED LETTER TEL PLUS COMMUNICATIONS INC. COMPANY 4464 A WILLOW ROAD LETTER C ' PLEASANTON, CA 94566 COMPANY D LETTER COMPANY r LETTER COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OFANYCONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONALL LIMITS IN THOUSANDS LTR GATE IMwDO" DATE IMM/DOM1 A GENERAL LIABILITY 3429710-05 10/01/90 10/01/91 GENERAL AGGREGATE $ 22000 . COMMERCIAL GENERAL LIABILITY PRODUCTS COMPIOPS AGGREGATE $ 2000 ■■CLAIMS MADE nOCCURRENCE PERSONAL d ADVERTISING INJURY $ 1000 ■ OWNER S d CONTRACTORS PROTECTIVE EAC.OCCURRENCE $ 1 000 © PROD/COMP OPER. FIRE DAMAGE IAN•ONE RREI $ 1000 MEDICAL EXPENSE IANY ONE PERSONI '$ 5 •'AUTOMOBILE LIABILITY 3429729-05 A/S 10/01/90 10/01/91 Cs X ANY AUTO 3429730-05 MASS $ 1000 ALL OWNED AUTOS 3429731-05 TX, HI �N'A © SCHEDULED AUTOS 3429732-05 P. R. ;PER PERSONI $ HIRED AUTOS INJURY Eau NON-OWNED AUTOS kOPER DIDENTI $ GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH AGGREGATE OCCURRENCE $ $ OTHER THAN UMBRELLA FORM WORKERS'COMPENSATION STATUTORY • 3429727-05 CA, HI 10/01/90 10/01/91 $ 1000 IEACHACODENTI a AND 3429728-05 A/S 10/01/90 10/01/91 $ 1000 IOISEASEPOLICY EMPLOYERS'LIABILITY own $ 1000 (DISEASE-EACH EMPLOYER OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS CERTIFICATE HOLDER .•+ CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX. CITY OF CUPERTINO PIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO 10300 TORRE AVENUE MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE CUPERTINO, CA LEFT. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ss i II?'" 1L Tel Plus Communications, Inc. A Siemens Company 4464 A Willow Road Pleasanton, CA 94566-4092 (415)463-0555 Dear TEL PLUS Customer: Enclosed is the fully executed copy of your signed Maintenance Service Agreement (MSA) with TEL PLUS COMMUNICATIONS. If you need further assistance pertaining to your MSA, please feel free to contact me at (415) 463-6560. Thank you for choosing TEL PLUS COMMUNICATIONS. Sincerely, TEL PLUS COMMUNICATIONS Patricia Bixler-Goeppert Service Contracts Representative enclosure TTERIIS & CONDITIONS GUARANTEED ONLY Iii RETURNED BY 02/15/89 Saturn 'IE – Renewal Contract No. a i II -I ,. Master Customer No. 22A TEr UDistrict ) LPw ® . Tel Plus Communications, Inc. MAINTENANCE SERVICE AGREEMENT A Siemens Company Company Address Customer Name City of Cupertino 4464-A Willow Road Address 10300 Torre Avenue Pleasanton, CA 94566 Attn: MSA Department Cupertino, CA 95104 Attn: Dorothy Corneliva Northwest e1 c -' �; Tel Plus Inc. "Company")agrees 2. Price and Terms of Payment for Maintenance Services. to provide maintenance services to Customer on certain equipment - — - listed in Exhibit A at the address listed below under the terms and 2.1 The price for maintenance services pro- conditions provided in this agreement vided during the contracted hours shall be $ - monthly, plus all applicable Equipment site location 4a mc' a" abnao . taxes,for the initial term of this agreement and shall be subject to increase on renewal at 1. Maintenance Services.Company shall provide the following Company's then current rate: maintenance services: 2.2 Customer agrees to pay for the maintenance 1.1 Non Emergency Service. Company shall use services in advance by one of the following its best efforts to respond to normal malfunctions methods which shall be selected and,initialed within one business day after receiving notice by Customer's authorized representative. thereof. Business day shall be understood to mean Monday through Friday, B am. to 5 pm., — P,[epai.qnnual rate of except any holidays observed by the Company. $3,42.,. 6 o . (This rate repre- Service provided outside of the business day sents a 4% discount for annual shall be charged at Company's then current rate. payment) Contract coverage outside of the business day semi—AChhtarrler's initials' y ri hours can be contracted for at the option of the 339 e r'5 customer. — Prepaid quarterly rate of$ — Customer's initials:. 1.2 Emergency Service. Company shall use its best efforts to respond to malfunctions originating 3. Service Area. The normal service area is 50 miles from with the switching equipment which prevent the the center of serviced cities: If equipmentis located outside system from processing incoming and/or of the 50 mile radius,a surcharge will apply outgoing,calls on the equipment within tour(4), hours after receiving notice thereat Response 4. Terms. The term of this agreement shall be 1 2 in all cases may mean remote interrogation via months commencing on n'')—n a-R Q , and shall be a maintenance port,without a technician on site. automatically renewed from year to year at Company's then prevailing rates, unless either party gives the other party 1.3 Parts and Labor Included. Maintenance- ' written notice of termination at least thirty (30)days prior to service shall include the labor,software recoding, the end,of the term or extended term. and parts required to repair or replace equipment which has become defective through norrrlal 5. Exclusions from Maintenance Service. EXPRESSLY wear and usage during contract hours and all EXCLUDED FROM MAINTENANCE SERVICES PROVIDED parts, independent ofbusiness hours, required UNDER THIS AGREEMENT ARE MAINTENANCE OR to repair or replace equipment except as REPAIRS CAUSED BY ALTERATIONS BY ANY ONE otherwise provided for in the exclusion section OTHER THAN COMPANY INCLUDING IMPROPER WIR- of this agreement Parts replaced under the terms_ ING, INSTALLATION OR REPAIR, THEFT, ACCIDENT, and conditions of this contract become the MISUSE IN VIOLATION OF MANUFACTURER'S INSTRUC- -.property of the Company. TIONS,ABUSE,FIRE,WIND OR FLOOD OR OTHER ACTS OF GOD INC}:UDING'WITHOUT LIMITATION LIGHTNING, - -\. J l COMPANY- - CUSTOMER// %/7- . B �.9 %/[ �/ ��/t/ By /V //� fL Ai /��L� l /� Title ° / /� l k 'i� %? %/[ j Title C /eat, of Date 07/(9 Date , -I-3 z SEE'REVERSE FOR ADDITIONAL TERMS See Exhibit A For Inventory WHITE:Contract Administration GREEN:,Customer PINK:Operations -n/; DAMAGES CAUSED BY EQUIPMENT OR LINES OF THE 92 Refund of any prepaid maintenance services less ,a DAMAGES TELEPHONE UTILITY MOVES, ADDS AND sums due and owing to Company. CHANGES, RELOCATIONS, REARRANGEMENTS OR THIS' SHALL BE THE SOLE AND EXCLUSIVE' REMEDY REMOVALCCOVERAGE E EQUIPMENT. ADDITIONALLY,PPTOCUMAINTE-OM — AVAILABLE TO THE CUSTOMER AND COMPANY SHALL IN NO MANCE CW ERAGE DOES NOT APPLY TO CUSTOMFA— PROVIDED EQUIPMENT UNLESS IT IS SPECIFICALLY EVENT BE LIABLE FOR ANY GENERAL, SPECIAL, OR LISTED ON THIS AGREEMENT OR TO OPERATOR CONSEQUENTIAL DAMAGES, OR COMMERCIAL LOSS HEADSETS AFTER THEIR INITIAL USE BY CUSTOMER DIRECTLY OR INDIRECTLY CAUSED BY COMPANY'S BREACH OR TO A RESERVE BATTERY POWER SUPPLY THAT HAS OF ITS OBLIGATIONS HEREUNDER. BEEN ALLOWED TO BE DEPLETED DURING POWER 10. Cancellation Due to Third Party Maintenance.In the event FAILURE USE COMPANY'S THEN CURRENT CHARGES that aother than Company FOR TIME AND MATERIALS WILL APPLY FOR REPAIRS partyPa y provides maintenance OR SERVICE REQUESTED BY CUSTOMER WHICH ARE service,repairs,moves,adds and changes to the equipment, OUTSIDE THE SCOPE OF THIS AGREEMENT. that in the opinion of the Company renders the equipment less serviceable,the Company shall have the right to cancel 6. Moves, Additions and Changes. Moves, additions and this agreement and refund to the Customer any unused changes to the equipment shall be provided at Company's portion of prepaid maintenance. Customer must inform Company of any third party maintenance performed on then current rate for such services. This charge shall be in addition to the price for maintenance services in Section equipment 2 hereof. Any additions to the equipment configurations in 11. Force Majeure. Company's obligations hereunder shall be Exhibit A will fall under the terms and conditions of this suspended for the period of time Company is unable to agreement and will be invoiced for a period that will co- perform or is delayed in its performance due to labor dispute, terminate with this agreement All additions will be contained strike,delays in transportation,fire,acts of God,subcontractor in an additional Exhibit A. or supplier delays or any similar or dissimilar cause beyond the reasonable control of Company. 7 Warranty. Should the Customer not be provided the level of service that he is entitled to, in his opinion,the Customer 12. Access to Premises.Customer agrees to provide full access may cancel this agreement without any further obligation. to the Customers premises for the performance of Company's In the event the Customer wishes to exercise this option, obligations under this agreement the company shall be informed in writing of all deficiencies 13. Assignment. Customer shall not assign the agreement or and given 30 days in which to correct those deficiencies. the obligations hereunder without the written consent of If not satisfied at the expiration of the 30 day period, the Company Customer may cancel this agreement and is entitled to a • pro rata refund of'any unused portion of prepaid maintenance. 14. Goveminq Law. This'agreement shall be governed and The refund amount will be calculated from the date the construed in accordance with the laws of the State in which company was informed of such deficiencies. the equipment is installed. 8. Remedies for Customer's Default.If Customer is delinquent 15. Purchase Orders.Any purchase order issued by Customer in payment of sums of money owing to Company for services in connection with this transaction shall be deemed to have or equipment provided under this or any other agreement been issued for Customer's administrative convenience only. with Company,Company shall have the following remedies: Any contractual terms and conditions contained in any such purchase order shall be inapplicable and shall not constitute 8.1 To cease performance of maintenance service a part of this agreement hereunder until such time as such delinquencies 16. Entire Agreement.Company and Customer each represent are cured.Such suspension in service shall not that they have the authority to enter into the agreement and extend the term of this agreement beyond the that the same constitutes a valid and binding obligation of term herein provided;and, each party.This agreement constitutes the entire agreement 8.2 To exercise all rights and remedies available in between Company and Customer and any alterations or law or equity and to collect interest on the sum modifications thereto must be in writing, reference this then due and owing at the maximum interest agreement and be executed by both parties. which can be charged under any provision of 17. Severability. If any provision(s) of this agreement are held applicable State law. _ to be illegal, invalid or unenforceable,then such provision(s) shall be deemed null and void, without invalidating the 9. Remedies for Company's Default. If Company defaults in remaining provisions hereof. the performance of any material obligations under this agreement,customer shall have the following remedies: 9.1 Cancellation of this agreement without any further obligations;and, TERNS & CONDITIONS OUARITATEED ONLY IF RETURNED BY 03La6LB9 TP 491 B A R EN E 1A L Contract No. b .1 !o_� ,�I' . Master Customer No. 2 R 7 I d .. r—'L� iPtilee Tel Plus Communications, Inc. MAINTENANCE SERVICE AGREEMENT A Siemens Company Company Address Customer Name CITY D F c U P E R T i N D 4464—A WILLOWI ROAD Address.10300 TORREY PLEASANTON , CA 9.4566 ATTN : NBA DEPARTMENT CUPERTINO., CA 95104 ATTN : DOROTHY CORNELIUS NORTHWEST . - Tel Plus Inc.("Company')agrees 2. Price and Terms of Payment for Maintenance Services. to provide maintenance services to Customer on certain equipment - - listed in Exhibit A at the address listed below under the terms and 2:1 The price for maintenance services pro- conditions provided in this agreement. vided during the' contracted f hours shall be $ N/A monthly, plus all applicable Equipment site location I n s n n M A a V A v P u D P taxes,for the initial term of this agreement and shall be subject to increase on renewal at 1. Maintenance Services Company shall provide the following Company's then current rate. maintenance services: 2.2. Customer agrees to pay for the maintenance 1.1 Non Emergency Service. Company shall use services in advance by one of the following its best efforts to respond to normal malfunctions .4 methods which shall be selected and initialed within one business day after receiving notice /r by Customer's authorized representative. • thereof. Business day shall be understood'to / ' • f mean Monday through Friday, 8 a.m. to 5 p.m., Prepaid annual rate of except any holidays observed by the Company. $ 6132 , 5O . (This rate repre- Service provided outside of the business day sents a 4%, discount for annual shall be charged at Company's then currentrate. payment) Contract coverage outside of the business day` Customer's initials: hours can be contracted for at the option of the customer. — Prepaid quarterly rate of$N/A , Customer's initials: _ 1.2 Emergency Service. Company shall use its best efforts to respond to malfunctions originating 3. Service Area. The normal service area is 50 miles from with the switching equipment which prevent the the center of serviced cities. If equipment is located outside .� N system from processing incoming and/or of the 50 mile radius„a surcharge will apply outgoing calls on the equipment within four (4) t ` hours after receiving notice thereof. Response 4. Terms. The term of this agreement shall be 1 2 _ . _ _in all cases may mean remote interrogation via . . months commencing on_a n—1 g—a O . and shall be C.. a maintenance port,without a technician on site. automatically renewed from year to'year at Company's then '!\• ` prevailing rates, unless either party gives the other party 1.3 Parts and Labor Included. Maintenance written notice of termination at least thirty(30) days prior to . service shall include the labor,software recoding, the end of the term or extended term. and parts required to repair or replace equipment , \ \ which has become defective through normal 5. Exclusions from Maintenance Service. EXPRESSLY wear and usage during contract hours and all EXCLUDED FROM MAINTENANCE SERVICES PROVIDED N-Al 4.... parts, independent of business hours, required UNDER THIS AGREEMENT ARE MAINTENANCE OR to repair or replace equipment except as REPAIRS CAUSED BY ALTERATIONS BY ANY ONE otherwise provided for in the exclusion section OTHER THAN COMPANY INCLUDING IMPROPER WIR- ofthisagreementPartsreplacedundertheterms— ING, INSTALLATION OR REPAIR, THEFT,. ACCIDENT, and conditions of this contract become the MISUSE IN VIOLATION OF MANUFACTURER'S INSTRUC- J property of the Company. TIONS,ABUSE,FIRE,WIND OR FLOOD OR OTHER ACTS A OF GOD INGLt ING WITHOUT LIMIT JON LIGHTNING, COMPANY , - CUSTOME- j �r 0 Title r 1Jy ref// Title s// / _ L Date k o Date �' SEE REVERSE FOR ADDITIONAL TERMS SEE E X H I B I T A F 0 R I V E N T 0 R Y WHITE Contract Administration GREEN:Customer PINK Operations • . DAMAGES CAUSED BY EQUIPMENT OR LINES OF THE 9.2 Refund of any prepaid maintenance services less any SERVING TELEPHONE UTILITY, MOVES, ADDS AND sums due and owing to Company. CHANGES, RELOCATIONS, REARRANGEMENTS OR THIS SHALL BE THE SOLE AND EXCLUSIVE REMEDY REMOVALCCOVERAGE EQUIPMENT. ADDITIONALLY,PPLYCUMAINTE-M — AVAILABLE TO THE CUSTOMER AND COMPANY SHALL IN NO MANCE DOES NOT APPLY TO CUSTOMER— PROVIDED EQUIPMENT UNLESS IT IS SPECIFICALLY EVENT BE LIABLE FOR ANY GENERAL, SPECIAL, OR LISTED ON THIS AGREEMENT OR TO OPERATOR CONSEQUENTIAL DAMAGES, OR COMMERCIAL LOSS HEADSETS AFTER THEIR INITIAL USE BY CUSTOMER DIRECTLY OR INDIRECTLY CAUSED BY COMPANY'S BREACH OR TO.A RESERVE BATTERY POWER SUPPLY THAT HAS OF ITS OBLIGATIONS HEREUNDER. BEEN ALLOWED TO BE DEPLETED DURING POWER 10. Cancellation Due to Third Party Maintenance.In the event FAILURE USE.COMPANY'S THEN CURRENT CHARGES that a party other than Company provides maintenance FOR TIME AND MATERIALS WILL APPLY FOR REPAIRS service,repairs,moves,adds and changes to the equipment OR SERVICE REQUESTED BY CUSTOMER WHICH ARE that in the opinion of the Company renders the equipment OUTSIDE THE SCOPE OF THIS AGREEMENT. less serviceable,the Company shall have the right to cancel 6. Moves, Additions and Changes. Moves, additions and this agreement and refund to the Customer any unused changes to the equipment shall be provided at Company's portion of prepaid maintenance. Customer must inform Company of any third party maintenance performed on then current rate for such services. This charge shall be in addition to the price for maintenance services in Section equipment 2 hereof. Any additions to the equipment configurations in 11. Force Majeure. Company's obligations hereunder shall be Exhibit A will fall under the terms and conditions of this suspended for the period of time Company is unable to agreement and will be invoiced for a period that will co- perform or is delayed in its performance due to labor dispute, terminate with this agreement All additions will be contained strike,delays in transportation,fire,acts of God,subcontractor in an additional Exhibit A. or supplier delays or any similar or dissimilar cause beyond the reasonable control of Company. 7 Warranty. Should the Customer not be provided the level of service that he is entitled to, in his opinion,the Customer 12. Access to Premises.Customer agrees to provide full access may cancel this agreement without any further obligation. to the Customers premises for the performance of Company's In the event the Customer wishes to exercise this option, obligations under this agreement the company shall be informed in writing of all deficiencies 13. Assignment. Customer shall not assign the agreement or and given 30 days in which to correct those deficiencies. the obligations hereunder without the written consent of If not satisfied at the expiration of the 30 day period, the Company. Customer may cancel this agreement and is entitled to a pro rata refund of any unused portion of prepaid maintenance. 14. Governing Law. This agreement shall be govemed and The refund amount will be calculated from the date the construed in accordance with the laws of the State in which company was informed of such deficiencies. the equipment is installed. 8. Remedies for Customers Default.If Customer is delinquent 15. Purchase Orders.Any purchase order issued by Customer in payment of sums of money owing to Company for services in connection with this transaction shall be deemed to have or equipment provided under this or any other agreement been issued for Customer's administrative convenience only. with Company,Company shall have the following remedies: Any contractual terms and conditions contained in any such purchase order shall be inapplicable and shall not constitute 8.1 To cease performance of maintenance service a part of this agreement hereunder until such time as such delinquencies 16. Entire Agreement.Company and Customer each represent are cured.Such suspension in service shall not that they have the authority to enter into the agreement and extend the term of this agreement beyond the that the same constitutes a valid and binding obligation of term herein provided;and, each party.This agreement constitutes the entire agreement 8.2 To exercise all rights and remedies available in between Company and Customer and any alterations or law or equity and to collect interest on the sum modifications thereto must be in writing, reference this then due and owing at the maximum interest agreement and be executed by both parties. which can be charged under any provision of 17 Severability. If any provision(s) of this agreement are held applicable State law. to be illegal, invalid or unenforceable,then such provision(s) shall be deemed null and void, without invalidating the 9. Remedies for Company's Default. If Company defaults in remaining provisions hereof. the performance of any material obligations under this agreement customer shall have the following remedies: 9.1 Cancellation of this agreement without any further obligations;and, Alexander&Alexander of New York Inc. A exander 1185 Avenue of the Americas •7� exander New York, N.Y. 10036 Telephone 212 5758000 • October 1, 1988 CITY OF CUPERTINO 10300 TORRE AVENUE CUPERTINO, CA RE: Certificate of Insurance Tel Plus Communications Inc. 10/01/88 - 10/01/89 Enclosed is a Certificate of Insurance issued on behalf of the captioned insured evidencing Liability coverages. We trust you will find this Certificate to be in order. Very truly yours, Lois Rothfeld, A. V. P. Casualty Department Telex 420580 Cable ALEXALEX ISSUE DATE(MM/DD/YY) CERTIFICATE OF INSURANCE 10/01/88 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, ALEXANDER &ALEXANDER OF NEW YORK, INC. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1185 AVENUE OF THE AMERICAS COMPANIES AFFORDING COVERAGE NEW YORK, N.Y. 10036 COMPANY A ZURICH INSURANCE COMPANY LECOMPANY B INSURED LETTER TEL PLUS COMMUNICATIONS INC. COMPANY 4464 A WILLOW ROAD LETTER C PLEASANTON, CA 94566 COMPANY LETTER wo COMPANY E LETTER • COVERAGES . THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS,AND CONDI- TIONS OF SUCH POLICIES. CO TYPE OF INSURANCEPOLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE(MWDDM) GATE(MWODMT A GENERAL LIABILITY 34219710-03 10/01/88 10/01/89 GENERALAGGREGATE $ 2000 — COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OPS AGGREGATE $ 2000 ' CLANS MADE piOCCURRENCEPERSONAL&ADVERTISING INJURY $ 1000 OWNERS P.CONTRACTORS PROTECTIVE EACH OCCURRENCE $ 1000 X PROD/COMP OPER. FIRE DAMAGE(ANY ONE FIRE) $ 1000 — MEDICAL EXPENSE(ANY ONE PERSON) $ 5 A AUTOMOBILE LIABILITY 3429729-03 A/S 10/01/88 10/01/89 I X ANY AUTO 34229730-03 MASS DB` $ 1000 X ALL OWNED AUTOS 3429731-03 TX, HI WWII SCHEDULED AUTOS 3429732-03 P. R. (PERRPERSON) $ HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS AcrIOENT) $ GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH AGGREGATE OCCURRENCE OTHER THAN UMBRELLA FORM $ $ STATUTORY A WORKERS'COMPENSATION 3429727-03 CA, HI 10/01/88 10/01/89 $ 1000 (EACH ACCIDENT) R AND 3429728-03 A/S 10/01/88 10/01/89 $ 1000 (DISEASE-POLICY LIMIT) EMPLOYERS'LIABILITY $ 100e IOISEASE'EACH EMPLOYEE) OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS ' CERTIFICATE HOLDER , x.{6 md. IPA, CANCELLATION .. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX- (I ITY OF CUPERTINO PIRAT ION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO 10300 TORRE AVENUE MAILS0. DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE UPERT I NO, CP LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTAT : IGE, .'oJo, N Coo 0 3::I. 'EL L_ .� , • CONDITIONS • This Company binds the kind-(s) of insurance stipulated on theieverse side. This insurance is subject to the terms,conditions and limitations of the policy(ies)in current use by the Company. A. This binder may be cancelled by the Insured by surrender of this binder or by written notice to the Company stating when cancellation will be effective. This binder may be cancelled by the , Company by notice to the Insured in accordance with the policy conditions.This binder is can celled when replaced by,a,policy,. If this binderis not replaced by a policy,the-Company is enti- , tied, to charge a premium for the binder according; 9 the Fiulesi and Rates in use by the Company. • APPLICABLE IN NEVADA Any person who refuses to accept a binder which provides coverage of less than$1,000,000.00 when pr-oof,is required.-(A);Shall be(lined_not more than,$500;00, and(B)is liable to the party presenting-Abe binder.-as proofcof insurance for actual damages sustained-therefrom. • TrJl LU Ss Tel Plus Communications, Inc. A Siemens Company 4464A Willow Road Pleasanton, California 94566 (415)463-0555 April 18, 1988 Ms. Dorothy Cornelius City of Cupertino 10300 Torre Avene Cupertino, Calif. , 95014 Dear Ms. Cornelius Enclosed is a copy of your signed Maintenance Service Agreement with Tel Plus. The cost of your service agreement is $711.00 per year. You will be billed annually. If you have any further need for assistance pertaining your Service Agreement, please do not hesitate to call me. Thank you for choosing Tel Plus. Sincerely, Tel Plus Annette Sugishita Regional MSA Sales Representative (415) 463-0555 Encl . Contract No.1 Master Customer No. l 8 /14 w _111District r, CIlirPLUr: is u. ,. - . Tel Plus,Communications Inc.. .)s MAINTENANCE SERVICE AGREEME A Siemens'Company ?:r! , • , - FeM. ', ^ LT'' °I` Cityof Company Address, - . ; , Customer Name Cupertino 4464A Willow Road . . ' • Address ..-10300 'Torre Ave. ri :. - :. 'I'' ,t , ._..--• r« --,r • , ' r, _,;a' ' -Plea'aanton, CA 94566- - " +) ' - Cupertino, CA7 95014 i .:-.� .. ,.Ir. r I . ;•; ., O.,' ., 'MC' .. Tel Plus Communications. Inc.("Company")agrees 2. Price and Terms of Payment for Maintenance Services. to provide maintenance services to Customer on certain equipment Ii • I listed in Exhibit A at the address listed below under the terms and " • " 2.1 • The price for maintenance services pro- conditions provided in this agreement.- ;. • vided d ag the 'contracted hours shall be r - $ 5 9•Z 3 'monthly, plus all applicable Equipment site location 10555 .Mary Ave. Cupertino • taxes, for the initial term of this agreement and '1-• •"-•-' ••CA 95014 - • • shall be subject to increase on renewal at 1. "Maintenance Services Company shall provide the following Company's then current rate. • maintenance services: .'-- - •-• • - • ,: c: _I r' ., I ' -^2.2 .,Customer agrees to pay for the maintenance 1.1 Non Emergency Service.Company shall use " -1' services in shall by beselected advance ed one of hfoll wing \•I .` '' "" its best efforts to respond to normal malfunctions '"` ''' ,,r� methods within one business day after receiving notice Cir..' 0;1 p=1^"' by Customer's authorized representative. Ia I.;:.',-:).•,_; i,': thereof. Business day shall be understood to ' ;,,.-in '3 ' . , .. Si.:. yrs ;rn, , - ,,,; mean Monday through Friday, 8 a.m.to 5 p.m., "•E': •'i-'''' Prepaid - annual - rate of except any holidays observed by the Company. 'r . ' $ 1.1. 130 -4::(This rate repre- Service provided outside of the business day . . .•-••t sents a 4% discount for annual ' ,• shall be charged at Company's then current rate. •• •- - ', "" , payment) ' •G.: • Jn j r' """• ' r Contract coverage outside of the business day It ' '• . ' I " ; • Customer's initials: hours can be contracted for at the option of the Semi—annual 355. 50 customer. — Prepaid NW*rate of$ —. Customer's initials: ' 1.2 Emergency Service. Company shall use its • . ... .. best efforts to respond to malfunctions originating 3. ,i's Service Area. The normal'service area is 50 miles from with the switching equipment which prevent the the center of serviced cities. If equipment is located outside " system•from processing incoming and/or of the 50 mile radius,a surcharge will apply. outgoing calls on the equipment within four (4) na_;., , ,,,,hours after receiving notice thereof. Response 4. =(';•Terms. The term of this agreement hall be -I-2 Tr • a-7,. ,, in all cases may mean remote interrogation via '' '--3/10months commencing on '--3/10/Y b , and shall be - , a maintenance port,without a technician on site. :r 'automatically renewed from year to year at Company's then -- . . prevailing rates, unless either party gives the other party . 1.3 Parts and Labor Included. Maintenance written notice of termination at least thirty (30) days prior to service shall include the labor,software recoding, •,•'1"the end of the term or extended term. :' ..d and parts required to repair or replace equipment - - ,• ,a, ' . P' which has become defective through normal 5. Exclusions from Maintenance Service. EXPRESSLY wear and usage during contract hours and all ' EXCLUDED FROM MAINTENANCE SERVICES PROVIDED pads, independent of business hours, required UNDER THIS AGREEMENT ARE MAINTENANCE OR to repair or replace equipment except as REPAIRS CAUSED BY ALTERATIONS BY ANY ONE otherwise provided for in the exclusion section OTHER THAN COMPANY INCLUDING IMPROPER WIR- of this agreement Parts replaced under the terms ING, INSTALLATION 'OR REPAIR, THEFT, ACCIDENT, and conditions of this contract become the - MISUSE IN VIOLATION OF MANUFACTURER'S INSTRUC- property of the Company. TIONS,ABUSE,FIRE,WIND OR FLOOD OR OTHER ACTS " OF GOD I'CLUDING WITHOUT LIMITATION LIGHTNING, / > COMPANY CUSTOME7 • By A4 &'&7 X4,./GSI -/-4-G4/l-L-o By A / 4 7 The /Yd/'1 Mir.i``• The %v ✓ Date " f� Date - ,LI��r/ �1i SEE REVERSE FOR ADDITIONAL TERMS See exhibit A for inventory WHITE Contract Administration GREEN:Customer PINK Operations n ry . ice 404 City of Cupertino March 25, 1988 EXHIBIT A Maintenance to cover the following: 1 - KSU TP816 9 - Electronic Phones WR 3/88 :Exh.A Tel Tel Plus Communications, Inc. A Siemens Company 4464A Willow Road Pleasanton, California 94566 (415)463-0555 April 18, 1988 Ms. Dorothy Cornelius City of Cupertino 10300 Torre Avenue Cupertino, Calif. , 95014 Dear Ms . Cornelius: Enclosed is a copy of your signed Maintenance Service Agreement with Tel Plus. The cost of your service agreement is $3,168.00 per year. You will be billed annually. If you have any further need for assistance pertaining your Service Agreement, please do not hesitate to call me. Thank you for choosing Tel Plus. Sincerely, el . .s / �r =• - Su: ishita • -gional M .A Sales Representative ( i 5) 4 . 0555 Encl. " ; ., . „ Contract No. ." -1,AL._ ©en' Master CustomDeirstrNicat 212-14 • . • t . To .. .liirp- r re' . . . „. - , ._, .. . - Tel Plus Communications, Inc. MAINTENANCE SERVICE AGREEMENT •• v! ," • , ., ' : '. . . :. 4 Siemens Company. '„. • . .-.- , _..--,,• 1 i •- -;.:::ri, ..ii..:: HO -:•:::IL.4.:A P:t 1 A.i uompany Address..., ... ..-.' ' ,. ... '_...- . :c4s4.1:01.1,4 1 -- 1. -*AO;.. r.,i •'.. ..•1 .91 CustomerName C.tity_Lci. :.f_iCiapazti. .! . , „ , 1 0 3 0 01. Torre Avenue ' . 4464A Willow Road ' ' ' ' Address , . . . _ .. .^.-2,..% • • 'Pleathanton,' CA 94566 . • „ - 1. Cupertino, CA .95014 . ,., . • . . 9( , 1.%. • , '.. : '„ r ,,1„,-(408-252-4505 ,- , .. „ — • - .- Contact:Annette •Sugishita •• . '..: (415) 463=6992 -mk. ,....:•:„.. . 2... Attn: . Dorthy Cornelius •• -• •.--)•• ..;.•.1 •:3? 1, .."‘ :''" -#.71 1 "-.' zt.WeiA'1. a. n,Tel Plus • .. • ' Inc.("Company")agrees 2. Price and Terms of Payment for Maintenance Services. to provide maintenance services to Customer on certain equipment 1. .,_ . listed in Exhibit A at the address listed below under the terms and - '• 2.1 The price•for maintenance'services pro- conditions provided in this agreement • i '., .' • I- vided during the contracted hours shall be • ., -.'" .10300 Tone Avenue . • i -. •-•:„-. $ 2 6 4. 00 monthly plus all applicable Equipment site location • - '• ' e• I.) ?•• - taxes,for the initial term of this agreement and , - ... . • . . • . ' • ' ---." shall be subject to increase on renewal at 1.-'(.Maintenance Services Company shall provide the following - Company's then current rate. •: ' maintenance services: - :b .. ; . 7f' 2.2 ' Customer agrees to pay for'the maintenance a7. 1, t‘... 1'1 Non Emergency Service. Company shall use ''''• '• - ' • services in advance by one of the following . -:,/1;3,' RA ', • its best efforts to respond to normal malfunctions -'b•.; 1 -: •;• methods which shall be selected and Initialed within one business day after receiving notice 1!t ' ''• k'' '' by Customer's authorized representative. ' lb •,•,,:.,n,).. .,, „ill thereof. Business day shall be.understood to .c., 'pr.1 •. '• •- ' •' i../ ' . 'ct ', .1 - '1.7.-Th..' •• .• 4; •. .. ;, - ,,,, mean Monday through Friday Sam. to 5 p.m., Prepaid r aorival . rate of except any holidays observed by the Company . i -- ' $ -Ja P(This rate repre- Service provided outside of the business day • H... •• ' . '" - - ' sents a 4% discount for annual .' • G.:- - shall be charged at Company's then current rate. • • payment) - - ' ' • Contract coverage outside of the business day ' • • • • .1. • • .. - Customer's initials: hours can be contracted for at the option of the — Semi-Annual . 1, 584. 00 . customer. , . . — Prepaid quarterly rate of$ 7'12. 00 • •• Customer's initials: . .- ., 12 Emergency Service. Company shall use its . . best efforts to respond to malfunctions origingng 3. " Service Area. The normal service area is 50 miles from -. with the switching equipment which prevent the ' the center of serviced cities. If equipment is located outside system from processing incoming and/or of the 50 mile radius,a surcharge will apply . outgoing calls on the equipment within four (4) '. - • . ,,•.,.., ;. -..-...,,-hours after receiving notice thereof. Response 4.• , Terms. The term of this agreement shall be• 12 1:“:3 3:-•if..tw. , ;di in all cases may mean remote interrogation via .. '. months commencing on 2-I i bo , and shall be .. rp•-„ .,-, f•ii_ 'la maintenance port,without a technician on site. '-•li ri,"automatically renewed from year to year at Company's then . . prevailing rates, unless either party gives the other party , . 1.3 Parts 'and Labor included. Maintenance written notice of termination at least thirty (30) days prior to . . ; service shall include the labor,software recoding, the end of the term or extended term. . - and parts required to repair or replace equipment which has become defective through normal 5. Exclusions from Maintenance Service. EXPRESSLY - wear and usage during contract hours and all EXCLUDED FROM MAINTENANCE SERVICES PROVIDED . parts, independent of business hours, required UNDER THIS AGREEMENT ARE MAINTENANCE OR ' to repair or replace equipment except as REPAIRS CAUSED BY ALTERATIONS BY ANY ONE otherwise provided for in the exclusion section OTHER THAN COMPANY INCLUDING IMPROPER WIR- of this agreement Parts replaced under the terms ' ING, INSTALLATION OR REPAIR, THEFT, ACCIDENT, and conditions of this contract become the "MISUSE IN VIOLATION OF MANUFACTURER'S INSTRUC- property of the Company TIONS,ABUSE,FIRE,WIND OR FLOOD OR OTHER ACTS OF GOD INCLUD G WITHOUT LIMITATION LIGHTNING, COMPANY CUSTOMER Ortic.c. _ (;(27 ,/ C" By yelai-.72142991/44-filo By / ' mar -sr - ,,,...? diter,., A"- The /41A- 27/-12 The ._).. Date k-7—(R‘-5--"gg Date 37 >— — et• SEE REVERSE FOR ADDITIONAL TERMS • //0 - 5'-, - (cy WHITE Contract Administration GREEN:Customer PINK:Operations . - . . , • City of Cupertino Exhibit A System Inventory Maintenance will cover the following: 1 - KSU SAT IIE 3 - Analog Cards (Single) 5 - Digital Cards (Electr. ) . 1 - Console Card 1 - Analog Card , J -- ..,Z;, if, SALES AGREEMENT Contract No. TED PLUS=" NORTHERN CAtIFORNN.INC. AGREEMENT between TEL PLUS NORTHERN CALIFORNIA INC.("Seller'), and CITY OF CUPERTINO CityHall , 10300 Torre Avenue, Cupertino, CA 95014 ("Buyer") having offices at - - - and premises at Same - - (Premises") - 7.AGREEMENT:Subject to the terms and conditions set forth onthe reverse side herein,Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the items described in the Equipment List.The estimated date for installation of the Equipment is 13,515.00 te, CO° S3 2. PRICE.The prLceg("Price")of.the qui menl inclusive of,installation thereof.shall,be.$ f plus tax of$ C _ 3. PAYMENT TERMS.The price provided for in this Agreement shall be paid as follows: 25% Downpayment 65% Progress payment due upon delivery of commonccontrol equipment and before cutover 10% Final payment due 5 days after cutover 4. EQUIPMENT LIST. SEE EXHIBIT "A", attached hereto and incorporated herein by reference THIS AGREEMENT IS CONTINGENT UPON AWARD OF CONTRACT FOR THE CUPERTINO COMMUNITY CENTER AND EQUIPMENT PROPERLY 2FTTING INTO AREA - '' PROVIDED AS PLR sPEcsero e �,- MN . Es. neo 6sC-"-1=23 `( oc-cO ., S� � Q • 4k . l 7lN WITNESS WHEREOF,the undersigned havedulyexecuted-this Agreement, effective the 30 .day of SM619".�ca TEL PLUS ./�NORTHERN 9e.-041212•--"-- /C/AALLIIFOORRRNIA INC. • - . By /� arAl'i / &12 By I `-' i x (Seller) (Buyer) 5.TAXES. Buyer shall pay all taxes(other than taxes based on Seller's net income) paid, payable or required to be collected by Seller, however designated,which are levied or based upon.the Price,this Agreement or the Equipment including, but not limited to,federal,state and localsales or use taxes,whether domestic or foreign. 6.DELIVERY AND INSTALLATION.Seller shall deliver and install the Equipment at the Premises set forth above,and Buyer agree to accept delivery and to permit Seller access to the Premises as Seller shall require for the purpose of installing the Equipment. If the Premises are not available to i Buyer and ready for installation of the Equipment within 60 days after the estimated date installation is to commence, Seller shall have the option to terminate this Agreement without liability to.Seller for such termination: 7. INSTALLATION REQUIREMENTS. Buyer will provide the items and environmental conditions stated in Seller's standard "Customer Provided Installation Requirements"specifications for the Equipment at Buyer's sole expense. 8.RISK OF LOSS.The risk of loss for any damage to or destruction of the Equipment or anyportion thereof from and after the time of delivery thereof to the Premises shall be on Buyer except with respect to damage or destruction resulting from the negligence or willful conduct of the Seller. 9.SECURITY INTEREST.Buyer hereby grants to Seller a security interest in the Equipment to secure payment of the unpaid portion or the Price, notwithstanding Installation of the Equipment in the Premises or its attachment to real property,and hereby authorizes Seller to file financing statements signed only by Seller in any and all places such financing statements may be filed by Seller to perfect the security interest in the Equipment herein granted in accordance with the Uniform Commercial Code.In addition,Buyer shall execute and deliver to.Seller such documents as Seller shall request. in order to perfect such security interest in the Equipment.Upon default in payment Price,Seller may declare the entire unpaid balance of the Price due and payable and shall be entitled to exercise all of the rights and remedies of a secured party under the Uniform Commercial Code. 10.WARRANTIES.Seller hereby warrants the Equipment against defective parts or workmanship for a period of 12 months from the date of installation, except as specified in the Equipment List.Seller's liability under this warranty is conditioned upon the receipt of prompt notice of defects from Buyer and is limited to repairing or, at Sellers sole option,to replacing the Equipment.SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAM- AGES FOR INJURY TO PERSONS OR.PROPERTY OR FOR.COMMERCIAL LOSS OR OTHERWISE.THIS WARRANTY SHALL BE VOID AS TO THE EQUIPMENT DAMAGED CR RENDERED UNUSABLE BY THE WILLFUL ACT, NEGLIGENCE AND/OR TAMPERING OF PERSONS OTHER THAN SELLER. SELLER HEREBY ASSIGNS TO BUYER (TO THE EXTENT IT HAS THE RIGHT TO DO SO) THE BENEFITS OF ANY WARRANTIES OR GUARANTEES PROVIDED TO SELLER BY THE MANUFACTURER(S)OF THE EQUIPMENT.THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL OR IMPLIED) INCLUDING'WARRANTY OF MERCHANTABILITY IN OTHER RESPECTS THAT EXPRESSLY SET FORTH HEREIN AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 11.FORCE MAJEURE.Seller shall not be liable for failure to perform its part of this Agreement when such failure is due to fire,flood,strikes or similar labor disturbances,industrial disturbances,war, riot,insurrection and/or other causes beyond its control. In the event Seller's performance hereunder is prevented due to one or more such causes,at its option,Seller shall have right to either terminate this Agreementand reclaim or be paid for the Equipment installed to date of such termination or to continue with its performance hereunder following the cessation of such causes and receive the benefit of Buyer's performance hereunder as though such causes had not occured. 12.MISCELLANEOUS.This Agreement shall be construed and performed in accordance with the laws of the State of California.In the event that any term or condition of this Agreement is determined to be contrary to law or unenforceable for any reason whatsoever,such determination shall not in any way affect the validity or enforceability of any other term or condition thereof:The prevailing party inany legal action brought to enforce this Agreement or any portion thereof shall be reimbursed by the other party for its reasonable costs and attorney's'fees relating to such action. 13.ENTIRE AGREEMENT.This Agreement and all Exhibits attached hereto,constitute the entire.Agreement between Buyer and Seller with respect to the subject matter and no w4lver modification or amendment of any of the terms or conditions hereof shall be effective unless set forth In a writing duly signed by Seller and Buye . his Agreemer�t-shall be construed and performed in accordance with the laws of the State of California:In the event that any term or condition of this greemenj rs determined to be contrary to law or unenforceable for any reason whatsoever,such determination shall not in any way affect the yeti or en brceability of any other term or condition thereof.Contract subject to acceptance by a Corporate Officer. II Ali L. • EXHIBIT A - SATURN I EQUIPMENT LISTING FOR CITY OF CUPERTINO One Siemens Saturn I Digital PBX. Includes all standard features , including OC1F Software. WORKING EQUIPPED WIRED CAPACITY Digital Telephones 4 8 128 224 Single Line Analog Telephones 6 16 Ports Ports Trunks 4 OPX 4 4 SYSTEM HARDWARE 2 - 18-Button Dyads with Speakerphone and Digital Display 3 2 - Jr. Dyads with Speakerphone M2e< 1 - 16-Circuit Analog Station Cards L'— a - 4-Circuit Trunk Cards 1 - 4-Circuit Tie Line Card — 1 - 8-Circuit Digital Station Cards 5 - Single Line Stations with 10 programmable feature buttons and display 1 - Single Line Stations with Speakerphones - Eurosets P 24 - Cable Runs 1 - Page Control Unit 1 - Power Supply 6 - Ceiling Speakers with Volume Control 6 - Teflon Cable Runs for Speakers - One Year Warranty, Parts and Labor . AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED: TEL PLUS COMMUNICCAATIIONS , INC. CITY OF CUPERTINO By: IC %4"/ �f - ` / By: Title: i Lein cu ddh"^' Title: flN0.42c7qo/2 nPK s/(2kc Date: /7- 7/i /fr Date: // ,- 8 g c ..e<- 7-------Ab"z< � 4ez3G 35-7. / FINANCIAL SUMMARY SYSTEM LIST PRICE $ 22 ,980.00 *PROMOTIONAL SYSTEM COST $ 18 ,515.00 (Plus Tax) INSTALLATION COSTS INCLUDED CABLING COSTS INCLUDED SYSTEM PROGRAMMING INCLUDED TRAINING PERSONNEL INCLUDED COMPLETE WARRANTY, ONE YEAR PARTS & LABOR INCLUDED TAX $ 907.24 TOTAL $ 19 ,422. 24 LEASE PAYMENT, 60 Months Fair Market Value Buy-Out $ 401.65 *Promotional Price good ONLY THROUGH SEPTEMBER 30, 1988? hh1 ? ? ? ? m fl ' SATURN I EQUIPMENT LISTING FOR CITY OF CUPERTINO One Siemens Saturn I Digital PBX. Includes all standard features, including OC1F Software. WORKING EOUIPPED WIRED CAPACITY Digital Telephones 4 8 128 224 Single Line Analog Telephones 6 16 Ports Ports Trunks 4 4 Tie Lines 4 4 SYSTEM HARDWARE 2 - 18-Button Dyads with Speakerphone and Digital Display 2 - Jr. Dyads with Speakerphone 1 - 16-Circuit Analog Station Cards 1 - 4-Circuit Trunk Cards 1 - 4-Circuit Tie Line Card 1 - 8-Circuit Digital Station Cards 5 - Single Line Stations with 10 programmable feature buttons and display 1 - Single Line Stations with Speakerphones - Eurosets 24 - Cable Runs 1 - Page Control Unit 1 - Power Supply 6 - Ceiling Speakers with Volume Control 6 - Teflon Cable Runs for Speakers - Lot labor, wire standard cable and all miscellaneous materials necessary for the installation of the above configured system. Teflon Cable included. - One Year Warranty, Parts and Labor. • �L SALES AGREEMENT Till P fl flS Job No. �.TelPlusCommunications,Inc. Master Customer No. . A Siemens,Company District _ its THIS SALES AGREEMENT, entered'into this r/- a day of •1�l.t-Ftt L 19 , (the "Effective Date") including.all Exhibits. referred to herein and all the-ter s,and condi ions set forth, is made betheen Tel Plus Communications, Inc., ("Tel Plus") and Name of Customer: City of Cupertino • ("Customer") Address: 10300 Tprre Ave. , I. Cupertino, VA. 95014 . , i i 1'; Estimated Cutover Date: 2/24/89 Place of Installation: sem as above ("Premises") 1. AGREEMENT. In consideration of thelmutual agreement herein contained, Tel Plus agrees to sell to Customer and Customer agrees to purchase from Tel Plus (unless.Customer elects to exercise the lease option below)the com- munication equipment listed in the attached Schedule A (the "Equipment"). 2. PURCHASE PRICE. The purchase price ("Purchase Price") of the Equipment inclusive of installation shall be $ 4,152.00plus applicable taxes.Additions, deletions,changes or reconfigurations of the system after the execution of this Agreement and before Cutover may be made only by a System Order Change signed by both parties. . 3. PAYMENT TEAMS. Payment of the Purchase Price-shall be made as follows: 30%. upon execution of this Agreement 30% upon delivery of the.Common Control equipment or PBX (as applicable) to the Premises 30P/a upon Cutover 10% representing the balance of the Purchase Price, payable not more than 10 days after Cutover. 4. CUTOVER DATE. Cutover shall mean the date upon which the installed.Equipment and lines as provided and major components of the system (e.g., conssole, CPU, etc.) are functioning and able to perform substantially the function for which they are intended. In any case, Cutover will occur if the Customer is,using the Equipment installed. 5. LEASE OF EQUIPMENT. (initial if applicable)Customer may elect to lease the Equipment from a leas- ing company or financial institution ("Lessor") satisfactory to-TeLP)US..Such-Lessor s'iall approve this transaction' . before Tel Plus is required to accept this Agreement. If Customer elects to lease the equipment puisuant-to'this` - - paragraph, Customer shall indicate such exercise by initialing the line appearing in this paragraph 5: Customer acknowledges that Tel Plus' cooperation and assistance in affording Customer the opportunity to lease the Equip- ment does not commit Tel Plus to provide or arrange for any such Lease. TEL PLUS COMMUNICATIONS,-INC. CUSTOMER zy By: 34-A �/ MA /Q/1 By: __72, 1/t 0 R / v c �/ / (Name(Nanase print) (N e- plea /_v/// /, (Signatu �/---�- Signatde7 C-.e'sYsT/1ai//i {�f�Ytvtj, /fir (Title)I C//C (Title) WHITE-Contract Administration GREEN-Customer(countersigned) YELLOW-Sales PINK-Operations GOLD-Customer(non-countersigned) 6.SECURITY INTEREST.To secure the payment of the total un- EXPRESSLY SET FORTH HERIN AND WARRANTY OF FITNESS paid balance, the Customer hereby grants to Tel Plus, its suc- FOR A PARTICULAR PURPOSE. cessors or assigns,a.security interest in the Equipment,together 10.TRAINING.Prior to installation and for.a period up to.30.days . with all replacements,parts,additions,repairs,andaccessories after Cutover,Tel Plus shall provide,at no additional charge to and hereby authorizes Tel Plus to file financing statements sign- the Customer,training services reasonably required for Customer's ed only by Tel Plus In any and all places such financing statements personnel to properly use the system based on Tel,Plus' ex- may be filed by Tel Plus to perfect the security interest in the Equip- perience with systems of like size and complexity. ment herein granted inaccordance with the,Uniform Commer- cial Code.In addition,Customer shall execute and deliver to Tel 11.CUSTOMER'S OBLIGATIONS.Customer shall,at its expense, Plus such documents as Tel Plus shall request in order to perfect on the signing of this Agreement,and at all other times thereafter such security interest in the Equipment. Customer agrees that during the period,of installation services: the equipment will at all times be and remain personal property a. allow employees or agents of Tel Plus access to the Premises notwithstanding,its attachment..or affixationto any real property and facilities where the Equipment is to,beinstalled at all hours and that the Equipment will not be removed from the Premises consistent with the requirements of the installation; until the entire unpaidbalance has been paid in full.Upon default b. assure that the Premises will meet all temperature,humidity in.payment of the Purchase:Price,Tel Plus may declare the en- control, air conditioning and all other environmental re- tire unpaid balance of the Purchase,Price due and payable and quirements set forth in the applicable Equipment Speclfloa- shall be entitled to exercise all of the rights and remedies of a tions and will be dry and free from dust and other hazards secured party under the Uniform Commercial Code, as well as so as not to be injurious to persons or to the Equipment to any other remedy at law or in equity for Customer's default.The be installed; security interest.of Tel Plus shall extend to the proceeds coming Into possession of the Customer by virtue of any disposition or c. provide all patching,painting;concrete openings,conduit,floor sale of the security whether byact of Customer or by operation reinforcements or other mechanical modifications,pertinent of law. to this installation; d. provide ample electric current of proper voltage for any 7:,DELIVERY'AND.INSTALLATION.Tel Plus shalldeliver and in- necessary purpose suitably terminated in roomswhere it is Stall the Equipment at the Premises set forth above and Customer required; agrees to accept delivery and to permit Tel Plus access to the e. provide suitable .and easily accessible space for secure Premises as Tel Plusshall require for the purpose of installing storage of the Equipment and any tools;testsets and other the Equipment.If the Premises are not available to Customer and items necessary for installation; ready for installation of the Equipment within 90'days of the f. be responsible for the proper and timely securing;of all con- Estimated Cutover Date,Tel Plus shall have the option to terminate sents and approvals in connection with the installation of the this Agreement without liability for such termination. Should Equipment; Customer require an unusual concealment of wiring which has been installed according to the usual telephone company 12.RISK OF LOSS.Risk of loss for each item of Equipment shall specifications, Customer will pay for such additional telephone pass to the Customer at time of delivery of Equipment to the conduit and raceway as may be required.Customer request for Premises, except with respect to damage resulting from any change in.Schedule A must be received and accepted by Tel negligence or willful misconduct of Tel Plus. Plus not less than two(2)weeks before thescheduled Cutover Date.Any extra expense attributable to such change shall be borne 13. DEFAULT. If Customer shall fail to pay or cause payment of by the Customer and shall be under a separate agreement. any sum owing to Tel Plus hereunder when due,then,in addition to all other remedies available to Tel Plus at law or equity or under 8.FORCE MAJEUR..(a)The Equipment will be Installed and plac- other provisions of this Agreement and not in limitation thereof, ed,intoservice by the Cutover Date shown above and such date Tel Plus may,until said sum is paid in full,collect interest on the shall become the Cutover Date;(b)Cutover Date and any other sum then owing at the rate of 18% per annum from the date of performanceby Tel Plus hereunder,whether the Equipment is pur- the last installment due date until such default by the Customer chased or leased,shall be subject to delays caused by Act of God, has been cured;cease maintaining or Installing the Equipment; war, riot, fire,explosions, accident, flood, sabotage, inability to cease performing warranty service withoutextending the warranty obtain fuel or power,government laws,regulations,ororders,,acts period;cease performance of any other obligation undertaken in or inaction of the Customer,acts or inaction of the telephone com- this Agreement.It is expressly agreed and understood that in no pany, or any other-cause beyond the reasonable control of Tel event shall the aggregate interest charges under the provisions Plus,or labor trouble,strike, lockout, or injunction. In the event of this paragraphexceed themaximum rate of Interest whichcould of any such delay the Cutover Date and.the times for performance be charged under applicable state law. of..any other Obligation hereunder will be extended for additional 14. PURCHASE ORDERS. Any purchase order issued by period(s)of time so as to cover such period(s)of delay;(c)whether Customer in connection withthis transaction shall be deemed to. purchased or leased,Tel Plus shall use reasonable efforts to make have been Issued for Customer's administrative convenience only. timely delivery and installation,and TEL PLUS.SHALL UNDER Any contractural terms and conditions contained in anysuchpur- NO CIRCUMSTANCES BE LIABLE FOR DAMAGES.SPECIAL, chase order shall be inapplicable and shall not constitute a part INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, FOR of this Agreement. DELAYS IN DELIVERY AND.INSTALLATION. 15.ASSIGNMENT.This Agreement may be assigned by Tel Plus 9. WARRANTY. Subject to the provisions of this paragraph, In whole or in part and Tel Plus may freely subcontract any or whether the Equipment is purchased or leased,Tel Plus warrants all of the work hereunder;provided that any such assignment or that the.Equipment shall be(9 installed in accordance with cur- subcontracting shall not relieve Tel Plus of its obligations under rent telecommunications industry standards and (ii) free from this Agreement. defects in material and workmanship for the..period of time specified in Tel Plus' standard warranty policy. If any defects 16. ENTIRE AGREEMENT.This Agreement and.all Exhibits.at- covered by this warranty appear within the stated period,Tel Plus tached'hereto constitute the entire agreement between Customer shall have the option of repairing or replacing the defective.Equip- and Tel Plus with respect to the subject matter and no waiver, ment. Such repair or replacement shall be the Customer's ex- modification or amendment of any of the terms and conditions elusive remedy for breach of warranty.TEL PLUS SHALL NOT hereof shall be effective unless set forth in writing and signed by BE LIABLE FOR CONSEQUENTIAL,INCIDENTAL OR SPECIAL Tel Plus and Customer. DAMAGES FOR INJURY OR FOR COMMERCIAL LOSS OR 17. MISCELLANEOUS.This agreement shall be construed and OTHERWISE.THIS WARRANTY SHALL BE VOID AS TO EQUIP- performed in accordance with the laws of the state in which the MENT DAMAGED OR RENDERED UNUSABLE BY THE Equipment is installed.In the event that any term'or condition:of WILLFUL ACL NEGLIGENCE AND/OR TAMPERING OF PER- this Agreement is determined to be contrary to law or un- SONS OTHER THAN TEL.PLUS, OR BY FIRE, LIGHTNING, enforceable for any reason whatsoever,such determination shall OTHER.CASUALTY OR FROM.FACTORS EXTERNAL TO THE not in any way affect the validity or enforceability of any other term EQUIPMENT. THE FOREGOING WARRANTIES ARE EX- or condition thereof. CLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN,ORAL OR.IMPLIED)INCLUDING WAR- 18.ACCEPTANCE.This agreement subject to acceptance by an RANTYOF MERCHANTABILITY IN OTHER RESPECTS THAN authorized representative of Tel Plus. 76m-1-11141e7 SCHEDULE A FOR CITY OF CUPERTINO 1. - AEC 1101-CMS Jr/26 CALL SEQUENCER for up to 6 trunks 1. - Printer for management reports I I