UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED MARCH 31, 1998
Commission File Number 0-8164
MICRO-MEDIA SOLUTIONS, INC.
(herein referred to as "Registrant", "Company", or "MSI")
(Exact name of registrant as specified in charter)
UTAH 87-0280886
State or other jurisdiction of (I.R.S. Employer I.D. No.)
Incorporation or organization
Address of principal executive offices) 501 Waller Street,
Austin, Texas 78702
Issuer's telephone number, including area code (512) 476-
6925
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
None N/A
Securities registered pursuant to section 12(g) of the Act:
Title of each class Name of each exchange on which
registered
Common Stock, None
Par Value $.10
Check whether the Issuer (1) filed all reports required to
be filed by section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has
been subject to such filing requirements for the past 90
days.
(1) Yes (X) No ( ) (2) Yes (X) No ( )
Check if disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form,
and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.( )
State issuer's revenues for its most recent fiscal year:
$2,740,822
State the aggregate market value of the voting stock held
by non-affiliates computed by reference to the price at
which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the
past 60 days.
The Company does not have an active trading market and it
is, therefore, difficult, if not impossible, to determine
the market value of the stock. Based on the closing price
for the Company's Common Stock at June 17, 1998 of $6.25
per share, the market value of shares held by non-
affiliates would be approximately $11,414,000.
As of March 31, 1998 the Registrant had 10,851,261 shares
of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the part of the form 10-KSB (e.g., part I,
part II, etc.) into which the document is incorporated:
(1) Any annual report to security holders; (2) Any proxy or
other information statement; and (3) Any prospectus filed
pursuant to rule 424 (b) or (c) under the Securities Act of
1933:
None.
PART I
Item 1. Business
(A) History and Organization
Micro-Media Solutions, Inc., (formerly Mountain States
Resources Corporation) was organized under the laws of the
state of Utah on April 15, 1969. The operating subsidiary of
MSI was organized in 1993 in Austin, Texas. On June 23,
1997, Mountain States Resources Corporation, a Utah
corporation ("MSRC"), entered into an agreement and plan of
reorganization with the shareholders of Micro-Media
Solutions, Inc., a Texas Corporation whereby the Company
acquired a non-operating company in exchange for common stock
of the Company (the "Combination Agreement"). Pursuant to
the Combination Agreement, MSRC issued 9,310,000 shares of
its Common Stock for all of the outstanding shares of Micro-
Media Solutions, Inc., a Texas corporation. As part of the
reorganization, MSRC changed its name to Micro-Media
Solutions, Inc. on September 29, 1997. The transaction was
accounted for as a recapitalization.
(B) Business of Issuer
MSI is a technology corporation formed to provide computer
hardware and peripherals, Internet Services, service and
support, maintenance, installation services, Network
Systems Integration, LAN/WAN distribution services, and
related turnkey services to the public and private sectors.
MSI maintains certification as a minority-owned business
enterprise ("MBE") and status as a Historically
Underutilized Business ("HUB"). As such, MSI has been
qualified by a number of City, State and Federal agencies
to provide these services.
MSI is ranked as the fifth highest computer reseller in
Austin, Texas based on 1997 sales of brand name, factory-
manufactured computers. In addition to reselling computer
hardware, the Company focuses on infrastructure design and
implementation services. MSI's computer networking
services include system integration, and local and wide
area networks. Since 1993, MSI has installed local and
wide area networks throughout Texas utilizing an aggregate
of over 6,000 workstations and 350 servers. MSI delivers
complete solutions to clients offering the latest technical
development in the design, installation, and support of
client/server systems. MSI provides depot repair services
for most brands of personal computer hardware and has
capabilities for fiber optics through in-plant and out-
plant installation services. MSI's personnel are certified
in copper and fiber optic premises wiring systems for data,
voice, and video applications.
(C) Products and Services
Networking Systems. MSI recognized over the past two
years that the network marketplace was changing drastically
from smaller, centrally managed local area networks with
limited end points to a much broader group that includes
employee communications, client server work, multimedia,
Internet access and videoconferencing applications. To
serve this market, the Company has expanded its
sales/service staff by adding 14 sales and service
employees during 1998. During 1998, the Company sent its
service technicians to over forty separate training classes
to improve levels of certification in fiber optic
communications and installation, personal computer repair,
fiber optic termination, Category 5 wiring installation,
Cisco Systems installation certification, Panduit PAN-NET
cabling systems and Microsoft core technologies. The
Company provides network installation and implementation
assistance with Asymmetrical Digital Subscriber Line
("ADSL"), Asynchronous Transfer Mode ("ATM"), Fast Ethernet
and Fiber Distributed Data Interface ("FDDI"). The Company
was listed by the Austin Business Journal as number six of
the largest 25 networking service companies in the Central
Texas region.
Internet Market. During 1998, the Company expanded their
service offerings in the Internet market with additional
staff in their programming department to offer Web page
design, Internet hosting, Internet applications and
Internet access. MSI sells and services their line of
personal computer, the TeleVista, which is designed for use
with the Internet and corporate Intranets. Company
Internet sales focus on the large public agencies, private
business sector and telecommunications providers. The
Company has developed capabilities to provide services as
an Internet Service Provider ("ISP") and considers that
product to be a critical part of their sales offering.
Field Installation Services. MSI has developed an
experienced staff of 35 technicians that currently provide
state-wide field installation services to its key clients
for the installation of lottery equipment, electronic
benefit transfer equipment and network configurations.
Through this strategy, MSI is positioned to offer a variety
of technological services through its existing service
staff that currently provides support to most areas of the
State of Texas. To provide a high level of timely service
to all areas in its trade territory, MSI has developed
numerous strategic relationships with qualified
technological sub contractors in areas not directly served
by MSI's staff.
Network Computers. MSI provides computers specifically
designed for networks through the TeleVista, MSI's version
of the network computer that is an affordable alternative
to traditional personal computer acquisitions by various
industries. The Company has positioned itself as a
provider of Network Computers ("NCs") and Internet
services. Additionally, the Company holds the distinction
of being the only HUB certified original equipment
manufacturer ("OEM") of Network Computers identified in
Central Texas. Continued development of NCs and INET
services will be a key factor in MSI's growth and business
stability. The education markets, a significant niche for
MSI, require a tremendous investment of school district
resources for computer networking, servers, integration and
computer work stations.
Cabling Services. MSI provides design engineering, bid
development assistance, project management and cable
installation for many public and private organizations.
MSI's staff has several years of industry specific
experience in most areas of network communications
including microwave and radar systems. MSI is positioned
to offer increased services in the communications area
through its extensive experience with various cable types
including installation, splicing and testing of fiber
optic. MSI personnel are certified in copper as well as
fiber optic wiring systems through the SECOR level for
data, voice, and video applications.
Distribution Services. The Company provides turn-key
distribution of products, including warehousing, project
management, hardware integration, kitting services, media
duplication, customer packaging, planning, scheduling, and
inventory control for various companies that provide
technology based solutions.
PC Hardware, Service, Support and Maintenance of Hardware
and Software. Through its marketing and service staff, the
Company provides PC system sales, installation, support &
upgrades, assembly, testing, configuration, maintenance &
repair, peripheral support hardware, computer relocation's,
and technical consulting. Software support for personal
computers includes design, analysis, custom applications
development, data management and software implementation.
Distribution. The Company relies on the direct sales
method and referrals for the introduction of their products
and services. The current marketing and sales force of 13
as of March 31, 1998 works closely with corporate officers
to provide the conduit for Company sales in the Company's
trade area. Direct distribution of Company offered
services or service based products is accomplished by
Company's corporate staff or strategic relationships that
have been developed with certain contract service
providers. Hardware sales distribution is handled by the
corporate staff of MSI or through agreements with various
vendors.
Competition. The computer and information access markets
are characterized by rapidly changing technology and
evolving industry standards. MSI experiences significant
competition from other network computer manufacturers,
suppliers of personal computers and workstations, and
software developers. On hardware sales, the Company has
experienced increased competition in their market from
numerous hardware vendors that has effectively reduced the
available profit margins in that line of business.
MSI includes several important features that set their
products and services apart from others that may be
considered competitive:
Ability to provide a broad range of network or
systems integration services with hardware sales.
Extensive experience as an established performing
historically underutilized business (HUB).
Established strategic partnerships and alliances.
Certified Minority Business Enterprise ("MBE") by
City, State and Federal Agencies
MSI as well as other Internet service providers will be
subject to continuing government regulations concerning the
content and commerce on the Internet. The Company does not
anticipate any unusual problems complying with impending
governmental regulations on the Internet.
(D) Principal Suppliers
The Company purchases its products for resale and use in
its service projects from a select group of suppliers.
While the Company relies on a relatively few suppliers, the
products are available from numerous suppliers throughout
the country.
(D) Employees.
At March 31, 1998, MSI had a total of 60 employees of which
53 are full-time. None of MSI's employees are subject to a
collective bargaining agreement. MSI considers its
relations with its employees to be good and anticipates
that it will hire additional field personnel or rely on
strategic alliances to implement its growth plans.
Item 2. Properties
General
MSI's principal administrative, marketing, manufacturing
and research and development operations are located at 501
Waller Street in Austin, Texas. MSI leases approximate
39,500 square feet of executive office, manufacturing and
distribution space under a long-term lease which expires on
May 31, 2008. If it were to require additional space, MSI
believes that convenient office or warehouse space is
readily available for lease. The annual gross rent for these
facilities for the year ended March 31, 1998 was $109,980.
The Company believes its existing facilities to be adequate
for its present requirements.
Capital Expenditures
We believe that investment in the Company's core
telecommunications, service and hardware business will:
Facilitate the introduction of new products and services;
Enhance our responsiveness to ever increasing competitive
challenges; and
increase the operating efficiency and productivity of our
service group.
Growth in capital expenditures was driven by demands in our
core business coupled with internal expansions to prepare
for the attraction of larger contracts. Capital
expenditures were $195,685, and $632,900 in 1998 and
1997, respectfully. Our capital spending is based on
customer needs and our business plans. Investments in
technologies that will enable us to provide customers with
new products and services represent a high priority.
Item 3. Legal Proceedings
For a discussion of legal proceedings, refer to Note 14,
Contingency, in the consolidated financial statements as of
March 31, 1998.
Item 4. Submission of Matters to a Vote of Security
Holders
No matters were submitted to a vote of security holders of
MSI during the quarter ending March 31, 1998. Annual
meetings of the shareholders of MSI are held in accordance
with Utah law. The next annual shareholders meeting will
be set for August, 1998.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Company's Common Stock is traded over-the-counter and
is quoted on the OTC Electronic Bulletin Board under the
symbol "MSIA". The table below sets forth the high and low
closing sale price of the Common Stock for the periods
indicated, as reported by the OTC Electronic Bulletin
Board.
Quarter Ended Low High
June30,1996 N/A N/A
September 30, 1996 N/A N/A
December 31, 1996 0.0625 2.00
March 31,1997 0.25 2.00
June 30,1997 0.125 2.00
September 30, 1997 0.50 2.25
December 31, 1997 0.50 3.50
March 31, 1998 0.625 2.6875
On March 31, 1998 there were approximately 5,390 registered
holders of the Registrant's common stock, including those
persons having beneficial positions in street name
holdings.
Holders of common stock are entitled to receive such
dividends as may be declared by the Registrant's Board of
Directors. Since its inception, the Company has not paid
any dividends and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future.
The Company plans to retain its future earnings, if any, to
finance the growth and development of its operations. With
respect to the Common Stock, the declaration and payment of
dividends in the future, of which there can be no
assurance, will be determined by the Board of Directors in
light of conditions then existing, including the
Registrant's earnings, financial condition, capital
requirements and other factors.
See Note 11 in the consolidated financial statements for
the year ended March 31, 1998, for a discussion of preferred
stock.
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The purpose of this discussion is to focus on significant
changes in the financial condition and results of operations
of the Company during the past two years. The discussion and
analysis is intended to supplement and highlight information
contained in the accompanying consolidated financial
statements.
This report may contain forward-looking statements which are
subject to numerous assumptions, risk and uncertainties.
Statements pertaining to future periods are subject to
uncertainty because of the possibility of changes underlying
factors and assumptions. Actual results could differ
materially from those contained in or implied by such
forward-looking statements for a variety of factors
including, but not limited to; significant changes in the
economic conditions from what is currently anticipated;
significant delay in or inability to execute strategic
initiatives designed to grow revenues and/or control
expenses; and significant changes in accounting, tax or
regulatory practices or requirements.
The operating company of MSI was organized in 1993 in Austin,
Texas to provide computer hardware, software programming,
system support, maintenance, media duplication and kitting to
the public and private sectors. MSI maintains certification
as a minority-owned business enterprise and status as a
Historically Underutilized Business. On June 23, 1997, the
shareholders of Micro-Media Solutions, Inc., a Texas
Corporation ("Operating Company"), entered into an agreement
and plan of reorganization with Mountain States Resources
Corporation (now known as Micro-Media Solutions, Inc.),
(MSRC), whereby the Operating Company acquired MSRC in
exchange for the Common Stock of the Operating Company (the
"Combination Agreement"). Pursuant to the Combination
Agreement, MSRC issued 9,310,000 shares of its Common Stock
for all of the outstanding shares of Micro-Media Solutions,
Inc., a Texas corporation (the "Combination"),(the
"Company"). The Combination was accounted for as a
recapitalization.
The Company's sales consist of hardware sales and delivery
of technical services. During the year ending March 31,
1997, the sales mix consisted of a significant
concentration in hardware sales with hardware deliveries to
one public entity representing over 50% of the sales for
that period. Fiscal year 1998 reflects a more normal
sales mix although the hardware sales production has
decreased somewhat as a result of the declining hardware
profit margins attributable to the increased competition
for the pure hardware sales.
For the years ended March 31, 1998 and 1997, the Company's
total assets were $2,699,452 and $2,514,308 with
liabilities of $2,591,686 and 2,617,892. Current assets of
$1,898,620 and $1,310,495 represent 91.5% and 67.9% of
current liabilities of $2,074,603 and $1,929,042.
Improvements in cash and cash equivalents are a result of
collection of accounts receivable and funds from increases
in shareholders equity. Reductions in accounts receivable
from 1997 to 1998 are a direct reflection of the reduced
level of sales from the prior year. Accounts receivable
balances at March 31, 1998 and 1997, reflect the charge off
of $73,252 and $96,190 of accounts receivable that the
Company feels are uncollectable. Company liabilities
include a cash secured line of credit that was instituted
in 1998 and certain other Company obligations.
The Company has subsequent to the end of the year paid
certain loans in full and substantially reduced the
borrowings under the cash secured line of credit (see Notes
4 and 14 in the consolidated financial statements for the
year ended March 31, 1998). Net shareholders equity
(deficit) as of March 31, 1998 and 1997, was $107,766 and
$(103,584). During the fiscal year ending March 31, 1998,
the Company completed phase I and phase II of a private
placement of preferred stock (see Note 11 in the enclosed
financial statements). Subsequent to March 31, 1998, the
Company partially funded phase III of the preferred stock
with the completion of the funding anticipated in July,
1998, (see Note 11 of the consolidated financial statements
for the year ended March 31, 1998). Receipt of these funds
enabled the Company to reduce its outstanding debt and pay
delinquent accounts payable. Company expansion will be
funded through additional funds from Phase III of the
private placement, a debt offering and a possible public
offering in 1999.
Revenues for 1998 of $2,740,822 reflect the Company's sales
efforts in its markets. Revenues for 1998 decreased
$1,924,980 or (41.3%) from the $ 4,665,802 recorded in
1997. This reduction in 1998 occurred as a result of
management's attention being focused on seeking a stable
source for financing the company's expansion, conversion to
a publicly traded company, development of longer term
service contracts, expansion of the technical staff to
service the expanded service contracts and identification
of appropriate investors for the Company. These goals have
been accomplished and the Company anticipates an increase
in revenue for 1999. Sales efforts for the year ending
March 31, 1999, from larger service contracts are expected
to produce revenue levels that could return the Company to
a more positive earnings trend.
Cost of goods sold for 1998 declined $245,857 or 7.4% from
1997. Cost of goods sold for 1998 of $3,060,633 or 111.7%
of net revenue is extraordinarily high resulting in a
negative gross margin of ($319,811) or (11.7%) of revenues
for the year. The gross margin in 1997 was $1,359,312 or
29.1% of 1997 revenues compared to a gross margin of
(11.7%) for 1998. Gross margin percentages experienced in
1997 more closely represent the margins management is
working to attain. Extraordinary items experienced in cost
of goods sold for 1998 includes a cost overrun of
approximately $500,000 on a large cabling project for a
North Texas School District. Reductions in revenues and
reduced profit margins on hardware sales account for the
remainder of the changes in cost of goods sold. Problems
experienced in the substantial cost overrun have been
addressed with better controls, new middle management and
improved accounting. Management does not anticipate those
problems in the future. Gross margins are expected to
improve in 1999.
Selling, General and Administrative Expenses in 1998 of
$2,822,152 represents 102.9% of Revenues. The 1998 figure
represents an increase over 1997 of $977,057 or 53.1%. The
majority of the expense increase, approximately $716,000,
represents the increased staff that has been identified to
enable the Company to work on larger service contracts and
accomplish increased marketing of Company products. Staff
additions include service technicians, sales staff,
accounting staff and middle management. The majority of
the remaining increase in expenses is attributable to
training for expansion, marketing cost associated with new
service contracts, and other expenses associated with the
start up of new service contracts.
For 1998, the Company experienced an operating loss of
$3,510,653 as compared to a loss of $482,385 in 1997. A
substantial portion of 1998's loss is directly attributable
to the substantial expansion of additional Company
infrastructure to address larger service opportunities and
should position the Company to take advantage of new
business opportunities in 1999 and future years.
Other expenses of $1,167,499 for 1998 reflect an increase
in occupancy and related expenses for company operations.
The Company increased its leased warehouse space in late
1997 with the resulting increase reflected in 1998.
The Company incurred additional expenses for professional
fees and consultants related to the reverse merger agreement
and private placement.
Company results have been, and its future operating results
may be, subject to some seasonality or fluctuations
resulting from significant contracts with independent
school districts. These institutions normally concentrate
their technology revisions or additions into the summer
months or the time surrounding certain school vacations.
Going Concern Issue
The Company's large historical losses and accumulated
deficit raise a doubt as to the Company's ability to
continue as a going concern. Although the Company plans to
address the going concern issues described in audited
financial statements for the past two years through further
reliance upon private placements, debt issues and public
offerings, there can be no assurance that the Company will
be able to secure additional capital through such public or
private offerings. Subsequent to March 31, 1998, the
Company received $2 million in phase III of a private
placement agreement, (see Note 11). The proceeds from this
private placement has been used to retire debt and decrease
accounts payable. The Company's current ratio has
improved as a result of the retirement of short-term debt
and accounts payable and increased cash position. In
addition, the Company anticipates the completion of Phase
III in the summer of 1998 and plans a public offering in the
year ended March 31, 1999.
The Company made significant investments in service related
infrastructure in 1998 and does not anticipate additional
expenses of the nature in 1999. In addition, the Company is
working to improve its internal controls through conversion
to a new accounting system, continuing efforts toward
efficiency in operations and development of marketing budgets.
Management has identified and closed substantial contracts in
1999 and believes it can produce the level of revenue necessary
to return the Company to a positive earnings trend. The
financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going
concern.
Loss of HUB status
As long as the Company maintains its status as a
"historically underutilized business" ("HUB"), it receives
favorable treatment by certain governmental entities in
bidding for long-term contracts. As the Company's size and
revenues grow, the Company may surpass limits on size and
revenue set for HUB companies. Although management
estimates that the Company will maintain its HUB status for
at least eighteen (18) more months, there can be no
assurance that the Company will continue to qualify for HUB
status during that period. Further, there is no assurance
that HUB-type programs will not be eliminated by the state
or federal governments.
Liquidity and Capital Resources
During the twelve months ended March 31, 1998, working
capital increased $442,564 from the prior year as a result
of the completion of two private placements of the
Company's preferred stock and reduction of the Company's
bank lines of credit. At March 31, 1998, the Company had a
working capital deficit of ($175,983) compared to a working
capital deficit of ($618,547) at March 31, 1997. During
this period the Company's accounts payable decreased
$575,701 or 65.7%. As of March 31, 1998, MSI was more than
thirty (30) days past due on a portion of its accounts
payable in the amount of $170,000. Subsequent to
March 31, 1998, the majority of the accounts payable over
thirty days past due were paid. The Company has a critical
need for additional capital. The inability to obtain
significant additional financing would have a material
adverse effect on the Company's business, financial
condition and results of operations. There can be no
assurance that the Company will be able to obtain such
additional capital.
Rapid Technological Change; Risk of Product Delays; Risk of
Product Defects
The markets in which the Company competes are characterized
by ongoing technological developments, frequent new product
announcements and introductions, evolving industry
standards and changing customer requirements. If the Company
is unable to enhance its existing products or introduce new
products that address changing customer requirements, there
could be a material adverse effect on the Company's business,
financial conditions and operations.
Competition
The computer and information access markets in which the
Company competes are characterized by rapidly changing
technology and evolving industry standards. The Company
experiences significant competition in these markets from
several competitors that have greater capital resources and
larger research and development staffs and facilities.
There can be no assurance that the Company will develop
sufficient research and development resources to compete
favorably with these larger competitors.
Year 2000 Issues
As with other companies, the Company has initiated a
program to study the impact on its computer systems in
order to be Year 2000 compliant. This study involves
identifying any modifications or replacements of certain
hardware and software maintained by the Company. In
addition, the Company is also taking actions to
assure that its customers are taking steps to
remedy their Year 2000 issues. The Company has identified
the computer systems which will require either
modification, upgrade or replacement. The Company
anticipates that in-house personnel will be primarily
responsible for completing these task and that the cost
will not be significant. As such, the Company believes
that the planned modifications, upgrades and replacement of
existing systems will be completed in a timely fashion to
assure Year 2000 compliance, and any related cost will not
have a material impact on the Company's results of
operation, cash flows or financial condition in future
periods.
Inflation
The Registrant does not believe that national or local
inflation will have a material impact on Registrant's
future product pricing since the Company has the ability to
adjust prices to meet the current market. Inflation may
have a direct effect on Company's ability to deliver
products pursuant to agreed contracts. This is attributable
to a wide variety of factors, including, but not limited
to, critical component availability, the timing of new
product introductions by MSI and its competitors,
fluctuating market pricing for computer and semiconductor
memory products, industry competition and fluctuating
component costs. Additionally, inventory obsolescence,
seasonal cycles common in the computer industry, seasonal
government purchasing cycles, the effect of product reviews
and industry awards, manufacturing and production
constraints, changes in product mix and the timing of
orders from and shipments to OEM customers could affect
operating performance. Consequently, the operating results
for any particular period are not necessarily indicative of
the results that may occur in any future period.
This report contains, and from time to time the Company or
certain of its representatives may make, "forward-looking
statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These
statements are generally identified by the use of words
such as "anticipate," "expect," "estimate'" "believe,"
"intend," and with similar meanings. Although the Company
believes that the current views and expectations reflected
in those forward-looking statements are reasonable, those
views and expectations, and the related statements are
inherently subject to risks, and other factors, many of
which are not under the Company's control may not be
predictable. Those risks, uncertainties, and other factors
could cause the actual results to differ materially from
those in the forward-looking statements. Those risks,
uncertainties, and other factors include, but are not
limited to, many of the matters described in this report:
the Company's accumulated deficit and historical operating
losses; the Company's critical need for additional capital;
the loss of the Company's status as a "historically
underutilized business"; rapid changes in technology; and
competition. The Company expressly disclaims any
obligations to release publicly any updates or revisions to
these forward-looking statements to reflect any changes in
its views or expectations.
Item 7. Financial Statements and Supplementary Data
INDEX:
Independent Auditor's Report - Brown, Graham & Company, PC
Independent Auditor's Report - Salazar & Associates, CPAs
Consolidated Balance Sheet
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flow
Notes to Consolidated Financial Statements
Brown, Graham & Company, PC
Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of Micro-Media Solutions, Inc.,
We have audited the accompanying consolidated balance sheet
of Micro-Media Solutions, Inc. and Subsidiary (the "Company")
as of March 31, 1998 and the related consolidated statements
of operations, stockholders' equity and cash flows for the
year ended. These consolidated financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion the consolidated financial statements referred
to above present fairly, in all material respects, the
financial position of Micro-Media Solutions, Inc. and
Subsidiary as of March 31, 1998, and the results of their
operations and cash flows for the year then ended in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note 8 to the consolidated financial
statements, current liabilities exceed current assets by
$175,983 and has suffered losses from operations for the
years ended March 31, 1998 and 1997 which raise substantial
doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets,
or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
/s/ Brown, Graham & Company, PC
Georgetown, Texas
June 9, 1998
Salazar & Associates
CERTIFIED PUBLIC ACCOUNTANTS
Jose Salazar, CPA Frances Ortiz-Salazar, CPA
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of Mountain States Resources
Corporation:
We have audited the accompanying consolidated statements of
operations of Mountain States Resources Corporation and
subsidiary (the "Company") for the year ended March 31,
1997. This consolidated financial statement is the
responsibility of the Company's management. Our
responsibility is to express an opinion on the consolidated
financial statement based on our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain a reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion the consolidated statement of operations
referred to above presents fairly, in all material
respects, the consolidated results of their operation for
the year ended March 31, 1997, in conformity with generally
accepted accounting principles.
The accompanying consolidated financial statement have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 10 to the consolidated
financial statement, the Company has suffered losses from
operations and has a working capital deficiency, which
raises substantial doubt about its ability to continue as a
going concern. Management's plans regarding these matters
are presented in Note 10 of this financial statement.
As more fully described in Note 11 and 12, subsequent to
the issuance of the Company's March 31, 1997 financial
statements and our report thereon dated June 22, 1997, we
became aware that those financial statements did not
reflect certain adjustments as described in Notes 11 and
12. In our original report we expressed an unqualified
opinion on the March 31, 1997 financial statement as
described in paragraph four above, and our opinion on the
revised statements, as expressed herein, remains
unqualified with respect to paragraph four above.
/s/ Salazar and Associates
Austin, Texas
June 22, 1997, except as to the fifth paragraph above and
Notes 11 and 12, which are as of June 10, 1998
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Balance Sheet
March 31, 1998
ASSETS
Current Assets
Cash and Cash Equivalents $ 25,785
Accounts Receivable - Trade 150,851
Inventory 285,023
Short-Term Investment (Note 4) 1,350,000
Other Receivables - Advances (Note 2) 86,961
Total Current Assets 1,898,620
Property, Plant, and Equipment, net (Note 3) 800,832
TOTAL ASSETS $ 2,699,452
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable - Trade $ 300,033
Other Accrued Expenses 153,240
Bank Line of Credit (Note 4) 1,228,966
Current Maturities of Long-term Debt (Note 6) 151,267
Current Portion of Obligations Under
Capital Leases (Note 7) 41,097
Other Notes Payable (Note 14) 200,000
Total Current Liabilities 2,074,603
Long-Term Liabilities
Notes Payable (Note 6) 367,522
Obligations under Capital Leases (Note 7) 149,561
Total Long-Term Notes 517,083
Commitments and Contingencies (Notes 8, 10 & 14)
Stockholders' Equity
Preferred stock Series B; $5.30
stated value; 490,000 shares
authorized, issued & outstanding (Note 11) 2,597,000
Preferred Stock Series C; $10.60
stated value; 99,057 shares
authorized, issued & outstanding (Note 11) 1,050,004
Common stock at $.10 par value;
50,000,000 authorized,
10,851,261 shares issued & outstanding 1,085,126
Additional Paid-in Capital (Note 11) 2,491,458
Accumulated Deficit (Note 11) (7,115,822)
Total Stockholders' Deficit 107,766
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,699,452
The accompanying notes are an integral part of these
financial statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Operation
For the Years Ended March 31, 1998 and 1997
1998 1997
Net Revenues $ 2,740,822 $ 4,665,802
Cost of Goods Sold 3,060,633 3,306,490
Gross Margin (Deficit) ( 319,811) 1,359,312
Selling, General and Administrative Expenses:
Salaries, Benefits & Related 1,650,764 1,202,790
Other expense 1,165,499 440,296
Interest expense 299,327 102,421
Provision for
Uncollectable Accounts 75,252 96,190
3,190,842 1,841,697
Net Loss $(3,510,653) $( 482,385)
Basic and Diluted Net Loss
Per Share (Note 13) $ (0.65) $ (0.05)
Basic and Diluted weighted
average shares outstanding 10,785,717 10,026,400
(Note 13)
The accompanying notes are an integral part of these
financial statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 1998 and 1997
(page 1 of 3)
Preferred Stock
Series B Series C
Shares Amount Shares Amount
Balance
March 31, 1996 $ $
Common stock
issued for
services
Common stock
options exercised
Net loss
Balance
March 31, 1997
Common stock issued:
Interest
Compensation
Preferred
stock dividend
Preferred stock
issued:
Private
Placement 420,000 2,226,000 99,057 1,050,004
Senior Debt 70,000 371,000
Preferred stock
dividend
Stock option for
compensation
Cash received
from stock
Net loss
Balance
March 31, 1998 490,000 $2,597,000 99,057 $1,050,004
The accompanying notes are an integral part of these
financial Statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 1998 and 1997
(page 2 of 3)
Additional
(Discount on)
Common Stock Paid-In
Shares Amount Capital
Balance
March 31, 1996 9,784,733 $ 978,473 $(1,046,058)
Common stock
issued for
services 480,000 48,000
Common stock
options exercised 500,000 50,000
Net loss
Balance
March 31, 1997 10,764,733 1,076,473 (1,046,058)
Common stock issued:
Interest 10,286 1,029 4,114
Compensation 52,500 5,250 46,407
Preferred
stock dividend 23,742 2,374 56,294
Preferred stock
issued:
Private
Placement (688,000)
Senior Debt
Preferred stock
dividend 3,412,502
Stock option for
compensation 193,750
Cash received
from stock 512,449
Net loss
Balance
March 31, 1998 10,851,261 $1,085,126 $2,491,458
The accompanying notes are an integral part of these
financial Statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 1998 and 1997
(page 3 of 3)
Accumulated
Deficit Total
Balance
March 31, $ 348,386 $ 280,801
Common stock
issued for
services 48,000
Common stock
options exercised 50,000
Net loss ( 482,385) ( 482,385)
Balance
March 31, 1997 ( 133,999) (103,584)
Common stock issued:
Interest 5,143
Compensation 51,657
Preferred
stock dividend ( 58,668)
Preferred stock
issued:
Private
Placement 2,588,004
Senior Debt 371,000
Preferred stock
dividend (3,412,502)
Stock option for
compensation 193,750
Cash received
from stock 512,449
Net loss (3,510,653) (3,510,653)
Balance
March 31, 1998 $(7,115,822) $ 107,766
The accompanying notes are an integral part of these
financial Statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flow
For the years ended March 31, 1998 and 1997
(page 1 of 2)
1998 1997
Cash Flows from Operating Activities:
Net loss $(3,510,653) $( 482,385)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation expense 178,895 116,628
Stock issued for compensation 145,407
Stock issued for interest 5,143
Change in trade receivables 938,505 ( 165,619)
Change in inventory ( 19,569) 189,040
Change in accounts payable ( 575,700) 351,644
Change in accrued expenses 40,057 395,989
Net cash provided by (used by)
operating activities ( 2,797,915) 405,297
Cash Flows from Investment Activities:
Purchase of property & equipment ( 195,685) ( 632,900)
Purchase of short term investment ( 1,350,000)
Proceeds from notes receivables 335,380
Additional receivables ( 65,000) ( 19,370)
Net cash provided by (used by)
investing activities ( 1,275,305) ( 652,270)
Cash Flows from Financing Activities:
Proceeds from (payments on)
line of credit (net) 504,076 ( 398,331)
Proceeds from other notes payable 200,000
Proceed from (payments on)
long term debt ( 162,153) 501,302
Proceeds from (payments on)
capital lease obligations ( 32,483) 160,565
Proceeds from private placement of
Preferred Stock 2,688,000
Proceeds from Senior Convertible
Debt & other capital transactions 883,453
Net cash provided by
financing activities 4,080,893 263,536
Net increase in cash 7,673 16,563
Cash at beginning of period 18,112 1,549
Cash at end of period $ 25,785 $ 18,112
Supplemental disclosure:
Cash paid during the year for:
Interest $ 232,578 $ 97,143
The accompanying notes are an integral part of these
financial statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flow (continued)
For the years ended March 31, 1998 and 1997
(page 2 of 2)
Supplemental schedule of non-cash investing and financing
activities:
1998 1997
Preferred stock issued for
underwriting fees $ 156,000
Inventory received on other
notes receivable 84,394
Common stock issued for:
compensation 145,407
interest on debt 5,143
The accompanying notes are an integral part of these
financial statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMEMTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business and Organization
Micro-Media Solutions, Inc. (formerly Mountain States
Resources Corporation, ("MSRC")), was organized under the
laws of the State of Utah on April 15, 1969. MSRC began
operations in April 15, 1969, as a mining, mineral extraction
and oil and gas exploration company. MSRC discontinued its
operations in 1993 and became a development stage company as
described in the Statement of Financial Accounting Standards
No.7, "Accounting and Reporting by Development Stage
Enterprises". On June 23, 1997, MSRC entered into a reverse
merger agreement and plan of reorganization with the
shareholders of Micro-Media Solutions, Inc. (a Texas
Corporation),("MSI-Texas"), in which MSRC acquired 100% of
the common stock of MSI-Texas. As part of the
reorganization, MSRC changed its name to Micro-Media
Solutions, Inc., (a Utah Corporation), ("MSI") (the
"Company"). The transaction was accounted for as a
recapitalization.
MSI-Texas is an Austin, Texas, based technology corporation
formed to provide Computer hardware, software programming,
system support, maintenance, media duplication, and kitting
to the public and private sectors. In addition, MSI-Texas is
certified by the State of Texas as a Historically
Underutilized Business (HUB).
MSI-Texas is a business solutions technology integrator with
infrastructure design and implementation services. In
addition, MSI-Texas' computer networking services includes
system integration and local and wide-area networks.
Principles of Consolidation
The consolidated financial statements the years ended March
31, 1998 and 1997, include the accounts and transactions of
MSI and MSI-Texas. All significant inter-company accounts
and transactions have been eliminated in the accompanying
consolidated financial statements. MSI, however, did not
have any material asset or liability accounts or account
balances. With the exception of MSI's equity accounts,
the significant account balances belong to MSI-Texas.
Cash and Cash Equivalents
Cash equivalents consist primarily of funds invested in
short-term interest-bearing accounts. The Company considers
all highly liquid investments purchased with initial
maturities of three months or less to be cash equivalents.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
Accounts Receivable
The Company follows the allowance method of expensing
accounts receivable when considered uncollectable. As of
March 31, 1998, management believes all accounts are
collectible; and therefore, no allowance has been recorded.
Inventory
Inventory is valued at lower of cost, using the FIFO
method(first-in/first-out), or market. Inventory consists
principally of hardware and software needed for maintaining
and building network technology for customers.
Property, Plant, and Equipment
Property and equipment are stated at cost. For financial
statement purposes, depreciation is computed using the
straight-line method over the estimated useful lives of the
related assets. Amortization of leasehold improvements is
computed using the straight-line method over the shorter of
the term of the related lease or the useful life of the
leasehold improvements. Accelerated depreciation methods are
used for tax purposes. Depreciation and amortization are
calculated over the following useful lives stated in years:
Useful Lives
Vehicles 5
Furniture and fixtures 5
Equipment 5
Leasehold improvements 31.5
New Accounting Pronouncements
The Company accounts for stock options and warrants issued to
employees in accordance with APB 25, "Accounting for Stock
Issued to Employees". The Company follows FASB Statement
123, "Accounting for Stock-Based Compensation" ("SFAS No.
123") for financial statement disclosure purposes and
issuance of options and warrants to non-employees for
services rendered.
In accordance with FAS 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed
Of", management reviews long-lived assets and intangible
assets for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may
not be fully recoverable. As part of this assessment,
management prepares an analysis of the undiscounted cash
flows for each product that has significant long-lived or
intangible asset values associated with it. This analysis
for the asset values as of March 31, 1998, indicated there
was no impairment to the carrying value of these assets.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
SFAS No. 130, "Reporting Comprehensive Income", effective for
fiscal years beginning after December 15, 1997, establishes
standards for reporting and display of comprehensive income
and its components in a full set of general purpose financial
statements. This statement requires that all items that are
required to be recognized under accounting standards as
components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other
financial statements. The Company has addressed the
requirements of SFAS No. 130 and no material impact on the
financial statements is expected.
SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information", effective for fiscal years
beginning after December 15, 1997, establishes standards for
reporting information about operating segments in annual
financial statements and interim financial reports issued to
shareholders. Generally, certain financial information is
required to be reported on the basis that is used internally
for evaluating performance or an allocation of resources to
operating segments. The Company has not yet determined to
what extent the standard will impact its financial
statements.
Revenue Recognition
For financial reporting purposes, revenues are recognized in
the accounting period that corresponds with the performance
of the service to the customer. The related costs and
expenses are recognized when incurred. Revenues are derived
from local and state government contracts and contracts with
local businesses.
Federal Income Tax
The Company uses the liability method of accounting for
income taxes as prescribed by the Financial Accounting
Standard Board Statement No. 109. Deferred tax liabilities
and assets are determined based on differences between the
financial statement and tax basis of assets and liabilities
using enacted tax rates expected to be in effect for the year
in which the differences are expected to reverse. The net
change in deferred tax assets and liabilities is reflected in
the statement of operations.
Use of Estimates and Certain Concentrations
Management of the Company has made a number of estimates and
assumptions relating to the valuation and reporting of assets
and liabilities and the disclosure of contingent assets and
liabilities to prepare these consolidated financial
statements in conformity with generally accepted accounting
principles. Although actual results could differ from those
estimates, Management believes its estimates are reasonable.
Certain components, subassemblies and software included in
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
the Company's computer systems are obtained from sole
suppliers or a limited number of suppliers. The Company
relies, to a certain extent, upon the ability of its
suppliers' to enhance existing products in a timely and cost-
effective manner, to develop new products to meet changing
customer needs and to respond to emerging standards and other
technological developments in the computer industry. The
Company's reliance on a limited number of suppliers involves
several risks, including the possibility of shortages and/or
increases in costs of components and subassemblies, and the
risk of reduced control over delivery schedules.
Financial Instruments
Cash equivalents include highly liquid short-term investments
with original maturities of three months or less, readily
convertible to known amounts of cash. The amounts reported
as cash equivalents, receivables, other assets, accounts
payable and accrued expenses and debt are considered by the
Company to be reasonable approximations of their fair values,
based on market information available to management as of
March 31, 1998. The use of different market assumptions and
estimation methodologies could have a material effect on the
estimated fair value amounts. The reported fair values do
not take into consideration potential taxes or other expenses
that would be incurred in an actual settlement.
Financial instruments that potentially subject the Company to
concentration of credit risk consist principally of cash and
cash equivalents and trade accounts receivable. A
concentration of credit risk may exist with respect to trade
receivables, as many of the Company's customers are in the
computer and telecommunications industries. The Company has a
large number of customers on which it performs ongoing credit
evaluations and generally does not require collateral from
its customers. Historically, the Company has not experienced
significant losses related to receivables from individual
customers or groups of customers in any particular industry
or geographic area.
NOTE 2. OTHER RECEIVABLES
Other receivables include employee advances for travel and
lodging for out of town projects in the amount of $21,961.
Also included in other receivables is $65,000 of cost paid by
the Company to third parties in satisfaction of obligations of
Argus Management, Inc., (see Note 14).
NOTE 3. PROPERTY, PLANT AND EQUIPMENT
A summary of the Company's investment in property, plant and
equipment at March 31, 1998, is as follows (see Note 7):
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
Equipment, Furniture and Fixtures $ 613,185
Transportation Equipment 253,204
Leasehold Improvements 307,790
1,174,179
Less Accumulated Depreciation 373,347
Net Property, Plant and Equipment $ 800,832
Depreciation charged against income for the years ended March
31, 1998 and 1997, was $178,892 and $116,628, respectively.
NOTE 4. SHORT-TERM BORROWINGS
The Company has a secured line of credit agreement with Bank
One providing for borrowings of up to $725,000 based on the
amount of the Company's eligible receivables. As of March
31, 1998, the Company owed $208,966. This amount was paid in
full in April 1998 and was not renewed. Under the agreement,
the Company was subject to covenants including certain
financial ratios.
The Company has a secured line of credit agreement with
Compass Bank for $1,350,000 secured by two certificates of
deposit aggregating $1,350,000 held in the Company's name by
Compass Bank and payable in monthly installments of interest
only. The balance as of March 31, 1998, was $1,020,000.
Subsequent to March 31, 1998, the outstanding balance of the
line of credit was reduced to $750,000 using subsequent
funding (see note 11) and matures February 5, 1999.
NOTE 5. FEDERAL INCOME TAXES
A reconciliation of income tax at the statutory rate to the
Company's effective rate is as follows:
Computed at the expected statutory rate $(1,193,600)
Non-deductible items 8,500
Valuation allowance 1,185,100
Income tax $ -
Deferred tax assets are as follows:
Deferred tax asset $ 1,257,246
Valuation allowance (1,257,246)
$ -
The Company has available at March 31, 1998, $3,700,000 of
unused operating loss carryforwards that may be applied
against future taxable income and that expire in various
years through 2013.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
NOTE 6. NOTES PAYABLE
Long-term notes payable consists of the following amounts at
March 31, 1998:
Austin Community Development Corporation, $100,000
equipment loan dated May 29, 1996, secured by
equipment and accounts receivable. Loan requires
interest payments at 9% for the first six months,
principal and interest payments thereafter of
$2,224 beginning in February 1997. Loan will
mature over a 60 month period ending January 2002. $ 81,327
Austin Community Development Corporation, $100,000
working capital loan dated June 14, 1995, secured by
equipment and accounts receivable. Loan is due in
48 monthly principal installments of $2,083 along
with interest of 9% beginning in July 1996. Loan
will mature in June 2000. 56,497
Neighborhood Commercial Management Program, $75,000
loan from City of Austin dated June 8, 1995, secured
by second lien on equipment and accounts receivable.
Loan is due in 60 monthly installments of principal
and interest of $1,347 beginning January 1996.
Interest rate of 0% until December 1995, hereafter 3%
rate to maturity. Loan will mature over a 60 month
period ending December 2000. 43,104
Neighborhood Commercial Management Program, $250,000
loan from City of Austin dated August 12, 1996, secured
by second lien one equipment and accounts receivable.
Loan is due in 60 monthly installments of principal
and interest of $4,492 beginning January 1997.
Interest rate of 0% until December 1996, hereafter 3%
rate to maturity. Loan will mature over a 60 month
period ending December 2001. 191,194
Bank One, $200,000 loan dated June 26, 1996, secured
by a first lien equipment and leasehold improvements
of the Company. Loan is due in 60 monthly principal
installments of $3,333 along with interest equal to
the Bank One Texas base rate plus %.Subsequent to
March 31, 1998, loan was paid in full. 146,667
518,789
Less current portion (151,267)
$ 367,522
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
Following are maturities of long-term debt for each of the
next five years:
Year Ended March 31,
1999 $ 151,267
2000 153,067
2001 134,348
2002 80,107
The officers of the Company have personally guaranteed all
notes.
Note 7. OBLIGATIONS UNDER CAPITAL LEASES
The Company is lessee of transportation and telephone
equipment under capital leases expiring in various years
through September 2001. The asset and liabilities under
capital leases are recorded at the lower of the present value
of the minimum lease payments or the fair value of the
assets. The assets are depreciated over the lower of their
related lease terms or their estimated productive lives.
Depreciation of assets under capital leases is included in
depreciation expense (see Note 3).
Following is a summary of property held under capital leases:
Transportation Equipment $ 218,055
Communication Equipment 56,014
Minimum future lease payments under capital leases as of
March 31, 1998, for each of the next five years and in the
aggregate are:
Year Ended March 31,
1999 $ 68,077
2000 60,343
2001 74,985
Total minimum lease payments 203,405
Less: Amount representing interest ( 12,747)
190,658
Less current portion ( 41,097)
$149,561
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
NOTE 8. GOING CONCERN
The accompanying consolidated financial statements have
been prepared in conformity with generally accepted
accounting principles which contemplate continuation of the
Company as a going concern. However, the Company has
incurred a net loss in the current year of $3,510,653. As
of that date, the Company's current liabilities exceeded
its current assets by $175,983. At March 31, 1998, the
Company owes accounts payable with dates due in excess of
thirty (30) days in the approximate amount of $170,000.
These factors create a substantial doubt about the
Company's ability to continue as a going concern. The
ability of the Company to continue as a going concern is
dependent on obtaining additional financing to fund the
expenses related to operations and capital improvements.
Subsequent to March 31, 1998, the Company completed
Phase III of a private placement agreement, (see Note 11).
The proceeds from this private placement have been used to
retire debt and decrease accounts payable. In addition,
the Company anticipates the completion of Phase III in the
summer of 1998 and plans a public offering in the year
ended March 31, 1999.
In addition, the Company is working to improve its internal
controls through conversion to a new accounting system,
continuing efforts toward efficiency in operations and
development of marketing budgets. Management has
identified and closed substantial contracts in 1999 and
believes it can produce the level of revenue necessary to
return the Company to a positive earnings trend. The
financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as
a going concern.
NOTE 9. RELATED PARTY TRANSACTIONS
The Company had notes receivable from certain related parties
at March 31, 1997, in the amount of $419,774. These related
parties are owned and controlled by majority stockholders of
the Company. During the year ended March 31, 1998, the
Company loaned an additional $142,265 to these related
entities and received payments in the amount of $562,039. At
March 31, 1998, the Company did not have any notes
receivables or payables to related parties.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
NOTE 10. COMMITMENTS
The Company leases its principal general offices and
warehouse facilities. The leases expire at May 31, 2008.
Future minimum lease payments are as follows:
Year Ended March 31,
1999 $ 133,296
2000 142,464
2001 149,340
2002 168,480
2003 179,010
2004 189,540
2005 200,070
2006 210,600
2007 221,070
2008 231,660
2009 40,365
Total $ 1,865,895
The total rental obligation under the above contract for the
year ended March 31, 1998, was $109,980.
NOTE 11: STOCKHOLDERS' EQUITY
In October 1997, the Company completed a Private Placement
Agreement, (the "Agreement") with a group of accredited
investors. The Agreement provides for three "Phases" of
financing.
Phase I of the Agreement was funded in November 1997. The
Company received $2,120,000 in exchange for 400,000 shares of
series B preferred stock (5% cumulative, convertible, non-
voting, stated value $5.30),(the "Series B Stock"). Each
share of preferred stock is immediately convertible into 10
shares of the Company's common stock and six warrants, (the
"Warrants") for the purchase of six shares of common stock at
$1.50 per share. The Company paid $302,000 and issued 20,000
shares of series B preferred stock for underwriting fees in
Phase I. The agreement states that conversion of the
preferred stock will not occur to the extent that the HUB
status of the Company is compromised. An additional 4,348,738
shares could be converted before the HUB status would be
lost.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
The series B preferred stock can be converted to common
stock. Therefore, a discount in the amount of $6,151,978 has
been realized. The discount is the difference in the
intrinsic value of the common stock and warrants less the net
proceeds from the series B preferred stock. The discount is
accreted from the date of issuance of the preferred stock to
the date the stock can be converted. Due to the limitation
on the number of shares of stock that can be issued to retain
the HUB status, $3,412,502 has been recorded as dividends and
as an increase in additional paid-in capital in the
accompanying financial statements. The unrecognized portion
of the discount in the amount of $2,796,524 will be recorded
if and when the preferred stock is converted or the HUB status
changes.
Phase II of the Agreement was funded in February 1998. The
Company received $1,000,004 in exchange for 94,340 shares of
series C preferred stock (6% cumulative, convertible, non-
voting, stated value $10.60), (the "Series C Stock). Each
share of preferred stock is convertible into 10 shares of the
Company's common stock. The Company paid $130,000 and issued
4,717 shares of series C preferred stock for underwriting
fees. The agreement states that conversion of the preferred
stock will not occur to the extent that the HUB status of the
Company is compromised.
The series C preferred stock can be converted to common
stock. Therefore, a discount in the amount of $615,851 has
been realized. The discount is the difference in the
intrinsic value of the common stock less the net proceeds
from the series C preferred stock. Due to the limitation on
the number of shares of stock that can be issued to retain
the HUB status, the unrecognized discount in the amount of
$615,851 will be recorded if and when the preferred stock is
converted or the HUB status changes.
Phase III of the Agreement was partially funded in April and
May 1998 with the completion of the funding planned in July
1998. The Company has received $2,000,000 in the partial
funding of Phase III.
Senior convertible debt in the amount of $371,000 was issued
for cash in November 1997. This debt was converted to 70,000
shares of series B preferred stock (5% cumulative,
convertible, non-voting, stated value $5.30), in February
1998. Accrued interest in the amount of $5,143 was paid with
the issuance of 10,286 shares of common stock. The discount
on this issue of series B preferred stock is included in the
total series B discount detailed above.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
Preferred stock dividends were accrued and paid through March
31, 1998, in the amount of $58,667 by the issuance of 23,742
shares of common stock.
NOTE 12: STOCK OPTIONS AND WARRANTS
A summary of the status of the Company's stock options as of
March 31, 1998, is presented below:
Options outstanding at March 31, 1997 -
Options granted 622,710
Options exercised -
Options cancelled -
Less: options not exercisable at year end 222,710
Options outstanding and
exercisable at March 31 400,000
Weighted Average Exercise Price per Share $ 1.50
The following table summarizes the information about the
stock options as of March 31, 1998:
Weighted Weighted Weighted
Number Average Average Number Average
Range of Outstand- Remaining Exercise Exercisable Exercise
Exercise ing at Contractual Price At Price
Price Mar. 31 Life (Total Shares) Mar.31 (Exer. Shares)
$ 1.50 50,000(1) 5 years $ 1.50 -0- $ 1.50
2.25 25,000(1) 5 years 2.25 -0- 2.25
1.50 100,000(1) 5 years 1.50 -0- 1.50
1.50 400,000 5 years 1.50 400,000 1.50
4.00 47,170 6 years 4.00 -0- 4.00
1.50-
$ 4.00 622,170 5 years $ 1.72 400,000 $ 1.50
(1) Options issued for compensation.
SFAS No. 123 requires the Company to provide pro forma
information regarding net income (loss) applicable to common
stockholders and income (loss) per share as if compensation
cost for the Company's stock options granted had been
determined in accordance with the fair value based method
prescribed in that Statement.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
The Company estimated the fair value of each stock option at
the grant date by using the Black-Scholes option-pricing
model with the following weighted average assumptions used
for grants as follows:
Dividend yield 0%
Expected volatility 16.46%
Risk-free interest rate 8.54%
Expected lives 5 Years
The weighted fair value of options granted for compensation
during the year ended March 31, 1998, was $1.08.
Under the accounting provisions of SFAS No 123, the Company's
net loss applicable to common stockholders and loss pro forma
amounts are indicated as follows:
Net (loss) applicable to common stockholders:
As reported $(6,981,823)
Pro forma $(7,170,823)
Net (loss) per share:
As reported $(0.65)
Pro forma $(0.66)
At March 31, 1998, the Company had warrants outstanding to
acquire 2,940,000 shares of common stock. All of the
warrants were eligible to be exercised at year end. The
following table summarizes the information about the warrants
as of March 31, 1998:
Number
Exercise Outstanding Expiration
Price Mar. 31 Date
$1.50 120,000 1/31/2000
$1.50 2,400,000 1/31/2000
$0.795 300,000 1/31/2000
$0.795 120,000 1/31/2000
2,940,000
In addition, all of the warrant contracts prohibit exercise
of the warrants if the HUB status of the Company is
compromised upon such exercise.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
NOTE 13: EARNINGS PER SHARE
The following data details the amounts used in computing
earnings per share (EPS) and the effect on income and the
weighted average number of shares of dilutive potential
common stock.
1998 1997
Loss from continuing operations $(3,510,653) $( 482,385)
Less: Preferred stock dividends (3,471,170)
Loss available to common shareholders
used in basic EPS $(6,981,823) $( 482,385)
Weighted average number of common shares
used in basic EPS 10,785,717 10,026,400
Effect of dilutive securities:
Stock options - -
Warrants - -
Weighted number of common shares and
dilutive potential common stock used
in diluted EPS 10,785,717 10,026,400
Options on 622,170 shares of common stock and warrants on
2,940,000 shares of common stock were not included in
computing diluted EPS for the year ended March 31, 1998,
because their effects were antidilutive.
NOTE 14: CONTINGENCY
On December 18, 1997, Argus Management, Inc. filed
Plaintiff's Original Petition in the 216th District Court of
Kerr County, Texas. Argus claims the Company and Mr. Jose G.
Chavez, as joint obligors, defaulted on their obligation to
Argus pursuant to two promissory notes for $100,000 each,
both dated June 2, 1997. Argus is seeking a judgment for
$200,000, together with interest on the notes at the rate of
20% per annum from June 2, 1997, through the date the notes
are satisfied. As of March 31, 1998, $65,000 had been
disbursed to third parties in satisfaction of obligations of
Argus Management, Inc. The $65,000 has been recorded in other
receivables in the accompanying financial statements.
On February 6, 1998, the Company filed Plaintiff's Original
Petition in the above-referenced case. The Company asserts
breach of contract, fraud, defamation, usury, and civil
conspiracy claims against Argus Management, Inc. The Company
strongly disagrees with Argus' contentions and denies
liability to Argus under the notes and plans to oppose
vigorously Argus' claims.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)
A lawsuit was filed by Manpower, Inc. to preserve its claims
for certain delinquent obligations that were reduced to
approximately $38,000. The full amount of the principal and
interest was paid on April 29, 1998, and a Notice of
Dismissal was filed on May 8, 1998.
On January 22, 1998, the Company filed a lawsuit against Bits
Technical Corporation for damages attributable to a breach of
commitment. This matter is still pending.
Bank One, Texas, NA filed a lawsuit against the Company for
the collection of approximately $378,000 of principal plus
interest as well as attorney fees and court costs. The bank
was paid in full in April 1998. The bank then executed a
Notice of Nonsuit to dismiss the lawsuit on April 29, 1998.
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
Changes have been previously reported.
PART III
Item 9. Directors and Executive Officers of the Registrant
The executive officers, key employees and directors of the
Registrant and their ages and positions with the Registrant
or its subsidiaries are as follows:
Name Age Position Period from which
served
Jose G. Chavez 47 Chairman of the
Board of Directors
and President June 23, 1997
Mitchell C.
Kettrick 31 Vice-President
and Director June 23, 1997
George Villalva 62 Vice-President
and Director June 23, 1997
Jaime Munoz 37 Director of
Operations November 15, 1997
Stephen
Hoelscher 39 Comptroller October 27, 1997
Ernesto M.
Chavarria 48 Director February 16, 1998
Blandida
Cardenas 43 Director February 16, 1998
The Registrant has no knowledge of any arrangement or
understanding in existence between any executive officer
named above and any other person pursuant to which any such
executive officer was or is to be elected to such office or
offices. All officers of the Registrant, with the
exception of Mr. Chavez and Mr. Kettrick (see employment
contract discussion under Item 10), serve at the pleasure
of the Board of Directors. No family relationship exists
among the directors or executive officers of the
Registrant. All Officers of the Registrant will hold
office until the next Annual Meeting of the Registrant.
The following sets forth biographical information as to the
business experience of each Officer and Director of the
Registrant for at least the past five years.
Jose G. Chavez, President, has over 25 years experience in
manufacturing, engineering, system design and development,
energy engineering, and computer technology management. As
co-founder of MSI in 1993, he has overseen the development
of a start-up to a multi-million dollar business
enterprise. He previously was plant manager for HDS, a
division of Hart Graphics, Inc. from 1991 to 1993, and
manufacturing manager for Compuadd Corporation from 1989 to
1991. Mr. Chavez holds an electrical engineering degree
from UTEP and a business degree from the University of
Redlands, Redlands, California.
Mitchell C. Kettrick, Vice-President of Technical
Operations has over 10 years experience in manufacturing,
test diagnostics, and networking. As co-founder of MSI in
1993, and MSI's Chief Technology Officer, he oversees
technical services, system design, and information
services. Previously, he was manager for quality assurance
for Hart Distributions Services during 1992, and
manufacturing systems test manager for Compuadd Corporation
from 1987 to 1991. Mr. Kettrick holds an Associate of
Applied Science in Computer Technology from TSTC.
George Villalva, Vice-President of Operations, is a
registered architect and has designed and planned many
projects of distinguished value. A Vice-President of MSI
since 1993, he oversees MSI's building expansion and space
planning. He carries out important strategic marketing
tasks for MSI with public and private sector clients.
Prior to working with MSI, Mr. Villalva operated an
architectural firm for 35 years. Mr. Villalva currently
splits his time equally between MSI and his architectural
interest.
Jaime Munoz, Director of operations, has over 10 years
direct experience in all related Project Management
implementation. His background includes extensive
experience with strategic planning, market assessment, new
business development, preparing organizations for public
offerings and mergers/acquisitions. Mr. Munoz manages the
day to day operations including approval of all financial
requirements and maintaining stockholder relations. Most
recently, in 1997, he worked as a consultant for American
Residential Services and assisted with the acquisition of
several businesses. From 1987 to early 1997, Mr. Munoz
served as Vice President/Chief Marketing Officer for a
service company in Houston, Texas being responsible for
$7,500,000 in contracts with the Department of Defense.
Mr. Munoz has a BS in Mechanical Engineering.
Stephen Hoelscher, Comptroller, brings 17 years experience
and private accounting and auditing as a Certified Public
Accountant. His background includes work with public
companies, banks and government. His responsibilities
include managing the Accounting Department, establishing
banking and external audit relationships and managing the
Company's overall financial position. Prior to coming to
MSI, Mr. Hoelscher was controller for a software
development company in Georgetown, Texas for a period of
two years. Mr. Hoelscher was employed as a office and
audit manager for a multi-office CPA firm for 6 years prior
to that. Mr. Hoelscher has a BBA in accounting.
Ernesto M. Chavarria, Director, has 25 years experience in
international business development. Mr. Chavarria has
served as a lobbyist for NAFTA, a consultant to
Southwestern Bell Telephone Company and GTE, and for over
five years has served as the President of ITBR, Inc., an
international overseas consulting company.
Blandidia Cardenas, Director, has been a Professor at the
LBJ Institute for Teaching and Learning and has served as a
Director of the Office of Minorities in Higher Education.
She has also served as the Commissioner of Presidential
Appointments to the U.S. Commission of Civil Rights. She
currently serves as Associate Professor for over 14 years
at the University of Texas at San Antonio.
During the past five years, there have been no petitions
under the Bankruptcy Act or any state insolvency law filed
by or against, nor have there been any receivers, fiscal
agents, or similar officers appointed by any court for the
business or property of any of the Registrant's incumbent
directors or executive officers, or any partnership in
which any such person was a general partner within two
years before the time of such filing, or any corporation or
business association of which any such director or
executive officer was an executive officer within two years
before the time of such filing.
During the past five years, no incumbent director or
executive officer of the Registrant has been convicted of
any criminal proceeding (excluding traffic violations and
other minor offenses).
Item 10. Executive Compensation
Summary Compensation Table
(part 1 of 2)
Annual Compensation
_______________________________________
Awards Payouts
(a) (b) (c) (d) (e)
Name and
Principal Fiscal
Position Year Salary Bonus Other
Jose G.
Chavez, CEO &
President 1998 105,000
1997 50,500 34,000
1996 87,000 13,000
Mitchell.
Kettrick,
Vice President and
Secretary
1998 75,000
1997 52,000
1996 45,000
Summary Compensation Table
(part 1 of 2)
Long Term Compensation
_____________________________________________________
Awards Payouts
________ ____________
(a) (b) (f) (g) (h) (i)
Name and Restricted
Principal Fiscal Stock Options LTIP All other
Position Year Awards SAR's Payouts Compensation
Jose G.
Chavez, CEO &
President 1998 62,500
1997
1996
Mitchell.
Kettrick,
Vice President and
Secretary 1998 31,250
1997
1996
Employment Contracts
On June 15, 1997, the Company entered into employment
agreements with Jose G. Chavez, President and Chief
Executive Officer and Mitchell Kettrick, Vice President.
Both of these agreements terminate on March 31, 2001,
subject to two one-year extensions and include base
salaries, stock options and certain other incentives.
Compensation of Directors
Each director who is not an employee of the Registrant (the
"Outside Directors") will be paid the sum of $1,000 for
each meeting of the Board of Directors attended by them.
Additionally, they will be reimbursed for expenses incurred
in attending meetings of the Board of Directors and related
committees. As of the date of this report, the Registrant
has the following two outside directors: Ernesto M.
Chavarria and Blandida Cardenas.
Name and Number of % of total
Principal underlying options granted
Position options to employees in Exercise Market
Fiscal year Price Price
Jose G. Chavez
CEO & President 100,000 57% $1.50 $2.125
Mitchell Kettrick
Secretary &
Vice President 50,000 $1.50 $2.125
25,000 $2.25 $2.125
75,000 43%
Item 11. Security Ownership of Certain Beneficial Owners
and Management
As of March 31, 1998, there were 10,851,261 shares of
common stock issued and outstanding.
The following table sets forth, as of the date of this
Report, the common stock ownership of each person known by
the Registrant to be the beneficial owner of five percent
or more of the Registrant's common and preferred stock, all
Directors individually, and all Directors and Officers of
the Registrant as a group. Except as noted, each person
has sole record and beneficial ownership and voting power
with respect to the shares shown.
Name and Address of Beneficial
Owner Common Stock (1) Percent of
Class (1)
Jose G. Chavez 7,225,000 65.53%
501 Waller
Austin, Texas
Mitchell C. Kettrick
501 Waller
Austin, Texas 1,500,000 13.60%
George Villalva
501 Waller
Austin, Texas 475,000 4.31%
All Directors and
Officers as a Group
9,200,000 83.44%
Calculations assume exercise and conversion of all
warrants, option and conversion rights into the
underlying shares of common stock. All common and
preferred shares held by the Officers, Directors
and Principal Shareholders listed above are
"restricted securities" and as such are subject to
limitations on resale. The shares may be sold
pursuant to Rule 144 under certain circumstances.
Rule 13d-3 under the Securities Exchange Act of 1934,
involving the determination of beneficial owners of
securities, includes as beneficial owners of securities,
among others, any person who directly or indirectly,
through any contract, arrangement, understanding,
relationship or otherwise has, or shares, voting power
and/or investment power with respect to such securities;
and, any person who has the right to acquire beneficial
ownership of such security within sixty days through means,
including, but not limited to, the exercise of any option,
warrant or conversion of a security. Any securities not
outstanding which are subject to such options, warrants or
conversion privileges shall be deemed to be outstanding
securities of the class owned by such person, but shall not
be deemed to be outstanding for the purpose of computing
the percentage of the class by any other person. There are
no contractual arrangements or pledges of the Registrant's
securities, known to the Registrant, which may at a
subsequent date result in a change of control of the
Registrant.
Item 12. Certain Relationships and Related Transactions
Certain information concerning the Registrant's executive
officers and directors is included under Item 11 of this
report. Refer to Note 9 of the consolidated financial
statements for the year ended March 31, 1998.
Item 13. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
Index
Contracts:
GTECH
GTE
SAN ANTONIO ISD
EDUCATION SERVICE CENTER 1
EDUCATION SERVICE CENTER 18
EDUCATION SERVICE CENTER 5
SOUTHWESTERN BELL (ADSL)
SOUTHWESTERN BELL (TIFF)
Pacific Bell
City of Austin
Texas Migrant Council
Transactive
TXDOT
Texas Dept. of Health
Employment Contracts:
Jose Chavez
Mitchell Kettrick
GTECH
Estimated Value of Contract: $360,000
Scope of Contract: Installation and service of Texas
Lottery Machines.
GTE Telephone Operations
Central Area
8550 Esters Boulevard
Irving, Texas 75063-2205
800-346-2178
Fax: 2 l 4-621 -8159
04/09/97
JOSE CHAVEZ
MICRO-MEDIA SOLUTIONS, INC.
501 WALLER STREET
AUSTIN, TEXAS 78702
Subject: NOTIFICATION OF APPROVED CONTRACTOR STATUS
Your company has been selected by GTE Corporation to
be added to our Contractor's list.
Enclosed is an agreement packet for your review.
Please sign
and return the Agreement (note Section A, Term of
Agreement)
along with the following
documentation:
A 1997 Certificate of Insurance from your insurance
carrier. (Note the minimum coverage stated in Section O
of the Agreement.)
Information list (see attached).
An audited statement from your company, if it is
available.
A schedule of Work Rates as outlined in Section D of
the
Agreement.
A listing of References (minimum of three) with all
pertinent information (i.e., Name, Address, Telephone
Number, etc.).
This contract is non-negotiable. If the contract is
not signed and returned within thirty (30) days from the
date of receipt, your company's name will be
purged from the list.
Your attention to these items will be greatly
appreciated.
I look forward to the receipt of the above documents
and to a working relationship with your firm.
Sincerely,
___________________________
Ida Garza
Contractor Administrator
Enclosure
AGREEMENT FOR CONSTRUCTION, INSTALLATION
AND/OR
MAINTENANCE
This Agreement, hereinafter referred to as General
Agreement, is made by and between the GTE telephone
operating companies enumerated on
Addendum A, hereinafter referred to individually or
collectively as "GTE" and, MICRO-MEDIA SOLUTIONS,
INC. a sole proprietorship, partnership,
corporation, organized and existing under the laws of
the State of Texas, with principal offices located at 501
WALLER STREET; AUSTIN, TEXAS 78702 hereinafter referred
to as "CONTRACTOR". In consideration of the mutual terms
and conditions contained herein, the parties agree as of
the 9th day of APRIL 1997, as follows:
For and in consideration of the mutual promises and
covenants hereinafter set forth, GTE and Contractor
agree as follows:
A. TERM OF AGREEMENT
This Agreement is for a term of one ( I ) year from
the
above date and shall be automatically renewed from
year to
year on the renewal date unless
terminated pursuant to paragraphs L, U, or V. B.
SCOPE OF
WORK
Contractor may, from time to time, be employed by GTE
to perform certain work for and in connection with
construction, installation or maintenance of
certain equipment.
Contractor agrees to perform to work for GTE as more
specifically outlined in Exhibit 2A, Page 21,
attached hereto and made a part hereof. Contractor
shall furnish persons, vehicle, materials, and tools
to perform the work, and it shall be done in a good and
workmanlike manner and in accordance with
applicable industry standards.
C. AWARD OF WORK
Contractor acknowledges, agrees and understands that
Contractor will perform and complete work for GTE
only pursuant to a Letter of Authorization
and Contractor further acknowledges, agrees and
understands that no agreement or contract with GTE shall
exist or purport to exist unless the Letter of
Authorization is so executed and that Contractor
shall act at it's peril if it shall do otherwise.
Contractor acknowledges, agrees and understands that
GTE shall make no warranties, express or implied, other
than those contained in this Agreement and Contractor
further acknowledges, agrees and understands
that no employee of GTE, other than an officer or
other previously designated agent of GTE, shall have the
power of authority to bind GTE to any contractual
agreements and Contractor shall act its peril
if Contractor shall do otherwise.
D. WORK RATES
Contractor shall furnish to GTE, as an addendum to
this Agreement, a document listing Contractor's current
rates.
Any subsequent changes in rates or charges must be
submitted, in writing, to GTE, and such charges, to be
effective, must first obtain written acceptance by GTE.
E. PAYMENT TERMS
Contractor shall invoice GTE after completion of job
per the Contractor bid request. The invoices shall be
itemized with details as to all expenses.
Payment shall be due in thirty (30) days.
F. RIGHT TO AUDIT
Contractor shall be required to retain all records in
regard to GTE transactions and contracts for a minimum
period of three (3) years, with the right of
GTE to use an independent auditing concern to review
the records.
G. PERMITS
Contractor shall secure and pay for all permits
necessary for the performance and completion of the work.
H. COMPLIANCE WITH LAWS AND REGULATIONS
The parties shall comply with all federal, state, and
local laws and regulations applicable to their
performance as described in this agreement.
WORK ACCESS
GTE shall, at all times, have access to the work,
whether it is in preparation or progress, for the purpose
of inspection. The acceptance of such work by
GTE shall be a condition precedent to the right of
Contractor to receive payment for such work.
WORK ALTERATIONS
GTE shall have the right, either before the
commencement of the work or during the progress of the
work, to direct in writing any additions, deviations,
or omissions from the work. The bid price will be
adjusted and agreed upon in writing by GTE and Contractor
prior to commencement of work on such additions,
deviations, or omissions.
WORK DELAY
Time is of the essence in this Agreement.
Not withstanding the foregoing, the performance by
Contractor of the work hereunder or in performance of
any other obligations of Contractor under
this Agreement shall be excused because of Acts of
God, war, riot, fire, explosion, accident, flood,
sabotage, inability to obtain fuel or power,
governmental laws, regulations or orders, acts or
inaction of customer, inability of
contractor/subcontractors to perform or any other cause
beyond the reasonable control of
contractor or a labor trouble, strikes, lock-outs, or
injunction. Contractor shall notify GTE of any delay
or performance within twenty-four (24) hours of
any such delay.
TERMINATION/MODIFICATION
GTE reserves the right to modify or terminate this
Agreement at any time. If this Agreement is modified, the
cost for fees for work will be redefined to
the mutual satisfaction of both parties. In the case
of termination, GTE will be responsible for only those
fees for days actually worked and expenses
actually incurred by the Contractor to the date of
termination.
M. HAZARDOUS OR TOXIC SUBSTANCES
Contractor will indemnify and save harmless GTE, its
agents and employees, from and against all damages,
claims, and/or liabilities, arising out of or
related to this Agreement and the performance of any
work thereunder, or from the violation of any federal,
state, or local laws and regulations dealing
with the disposal or handling of ha7nrdous waste.
Contractor must provide a Material Safety Data Sheet
(MSDS)
on each hazardous or toxic substance.
N. INDEMNIFICATION
Contractor agrees to indemnify, defend, and hold GTE
harmless from any all claims, actions, causes of
action, damages, costs and expenses, including
reasonable attorney's fees, arising out of our or
resulting in any manner from the Contractor's performance
of this Agreement Not withstanding the
foregoing, neither party shall be liable to the other
for any loss of profit, special, consequential or
incidental damages.
O. INSURANCE
Contractor shall maintain Workman's Compensation
Insurance as required by law and Employer's Liability
Insurance in the amounts of $100,000.
Without limiting the Contractor's
liability hereunder, the Contractor shall also
maintain the following types of insurance with the
specified limits:
a. General Liability (Comprehension Form),
including
products/completed operation, contractual liability,
broad
form property damage,
independent contractor's coverage.
EACH EACH
PERSON OCCURRENCE
Bodily Injury N/A $1,000,000
Property Damage N/A $ 500,000
(including explosions, collapse,
and underground hazards)
OR
Bodily Injury and Property
Damage Combined N/A $1,000,000
b. Automobile Liability
(Comprehension Form)
Bodily Injury and Property $ 250,000 $ 500,000
OR
Bodily Injury and Property
Damage Combine N/A $500,000
NOTE: Excess Liability (Umbrella Form)
If any minimum coverage an items A and B are not met,
then
the Excess Liability Coverage, if in effect, can be
added
to
meet the minimums.
c. Workers Compensation
(Each Accident) $ 500,000 &
(Disease-Policy limit) $ 500,000
Employers' Liability
(Disease-Each Employee) $ 250,000
NOTE: State required Worker's Compensation
limitations if higher will supersede minimums listed
in item C.
d. Umbrella Excess Liability NOT MANDATORY
(Over Primary Insurance)
Prior to commencement of the work hereunder,
Contractor
shall furnish to GTE certificate of such insurance.
P. WARRANTY
Contractor warrants that any construction,
installation,
and/or warranty work performed under this Agreement
shall
meet applicable industry standards
for a period of one (1) year after acceptance by GTE.
Contractor warrants that any maintenance work
performed
under this Agreement shall meet
applicable industry standards for a period of (30)
days
after acceptance by GTE.
Q. SAFETY MEASURES
Contractor shall perform the work in a proper, safe,
and secure manner to prevent loss, injury, or damage to
GTE's property or to the property on the premises and to
lives or persons, and shall comply with all
applicable safety laws, rules, and regulations of any
governmental authority, including those contained in or
issued pursuant to the Occupational
Safety and Health Act of 1970, as amended, and with all
safety procedures which GTE may prescribe in connection
with the performance of the work.
Contractor shall report promptly to GTE any accident
or unusual occurrence during performance of the work,
including personal injury or death to any
employee or any member of the public, or any member
of the public, or any damage to the work, the premises or
adjacent property. Reports of severe
personal injury or death to any person shall be made
within three (3) hours of the accident. The Contractor
shall submit a copy of all accident reports to
GTE's construction department or, if applicable,
GTE's station superintendent at the premises, within
twenty-four
(24) hours after an accident.
R. INDEPENDENT CONTRACTOR
GTE and Contractor agree that Contractor will act as
an
independent contractor in the performance of its
duties under this Agreement. As such, the
Contractor will not be eligible for any benefits
provided by GTE to its employee. Contractor's shall be
responsible for payment of all taxes arising out of
Contractor's activities in accordance with this
Agreement, including but not limited to federal and state
income taxes, social security, unemployment
insurance taxes, and any other taxes or business
license fees as required.
Contractor shall not represent, directly or
indirectly, that it is an agent or legal representative
of GTE, nor shall the Contractor incur any liabilities or
obligations of any kind in the name of or on behalf
of GTE other than those specifically made part of this
Agreement.
S. ASSIGNMENT
Contractor may not assign, subcontract, or delegate
the performance of the work under this Agreement without
the express written consent of GTE.
T. NOTIFICATION
For the purposes of this Agreement, notices, and
communications to the parties hereto shall be
directed to the addresses indicated on the face hereof.
Such addresses shall be deemed to be the most recent
address of the addressee and shall remain so until
written notice of a change of address is provided
to the other by the party whose address has changed.
All notices must be sent U.S. Mail, postage prepaid, or
by registered or certified mail.
U. DEFAULT
If either party refuses or fails, in any material
respect, to properly perform its obligations under this
Agreement, or violates any of the material terms or
conditions of this Agreement, such refusal, failure,
or violations shall constitute a default. In such an
event, the non-defaulting party may so notify the
other party in writing of the default and allow that
party a period of thirty (30) calendar days, the non-
defaulting party shall have the right to terminate
this Agreement upon written notice to the other
party.
V. INSOLVENCY
Either party may terminate this Agreement by notice,
in writing if the other party admits insolvency, makes
an assignment for the benefit of creditors, or
has a trustee or receiver appointed over all or any
substantial part of its assets.
W. GOVERNING LAW
This Agreement shall be governed by and construed in
accordance with the laws within State of
issuance.
X. ENTIRE AGREEMENT
This Agreement represents the entire agreement
between the parties and is not subject to change or
modification except by written agreement signed by
both parties.
Y. CONFIDENTIAL INFORMATION
Contractor agrees that any information received by
the Contractor during performance of the Contractor's
obligations in accordance with this Agreement
will be treated by the Contractor in full confidence
and will not be revealed to any persons, firms, or
organizations. This requirement will survive the
termination of this Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement in duplicate the day and year first above
written and each party hereto acknowledged receipt of a
signed copy.
SIGNATURE TITLE
GTE CORPORATION
_______________ ________________
SIGNATURE TITLE
______________ ________________
SAN ANTONIO ISD
Estimated Value of Contract: $680,000
Scope of Contract: Annual Contract exclusively
San Antonio Independent School District
463 Holmgreen Road Bldg. E San Antonio, Texas
7X220
Telephone (210) 359-8996 Fax (210) 359-9038
SAISD Technical Support Hotline(210)337-
1224(Hours:8:00-
4:00)
MICROCOMPUTER TECHNOLOGY SERVICES DIVISION BOARD OF
EDUCATION
MARGARET MERELES
President
JULIAN H TREVINO
Vice President
THOMAS D. GAFFNEY
To: Principals MARY ESTHER BERNAL
Department Heads Assistant Secretary
THOMAS C. LOPEZ
Campus Technology Coordinators Member
Member
From: Patricia Holub, Senior Analyst Microcomputer
Resources SYLVIA WARD
VIA: Dr. James Parlett, Technology Steward
Superintendent
Date: November 18, 1997
Subject: Bid No .: 97- 139
Title: Catalog, Bid for Microcomputers and Network
File
Servers
Approved: November 17. 1997
Expiration: November 16. 1998
Catalog bids were awarded for the purchase of
Microcomputers
and Network File Servers by the SAISD School Board on
November 17, 1997. The
discounts offered off of the catalog list prices are
good
for one year from the date of the bid award and apply
to
the
current published catalog or price list
by the vendor. All workstations and file servers bid
are
listed on the Microsoft Hardware Compatibility List.
All
vendors bidding are listed with the
General Services Commission as a Qualified
Information
Systems Vendor.
If you have budgeted funds for "D.P. Equipment"
(6649),
prepare a purchase request (AB-16) with the proper
signature
and forward it to the
Technology Office.
According to the contractual agreement, bid 97-139,
the following is to be provided with each purchase:
Service
Campuses may be placed on the mailing list for any
or all of the individual vendors awarded the bid by
contacting the vendor and requesting this service.
Campuses may also be removed from the mailing list in the
same manner.
Delivery is included in the cost of all items bid.
All vendors offer setup service for the workstations and
File servers bid. Some vendors bid this cost separately
from the cost of the computer as indicated on the
attachment. The district is required to purchase the
on-site setup for any workstation or file server if this
cost is listed separately.
All workstations purchased are delivered with the
following: Microsoft Windows 95 CD-ROM and
documentation, Microsoft Office 97 CD-ROM and
documentation and an operating manual.
System Configuration
All equipment delivered must be new. No refurbished
or previously used equipment is allowed.
All workstations are delivered with the following
software installed: Microsoft Windows 95, Microsoft
Office97 (including Microsoft Word, Excel, Access and
PowerPoint), and McAfee Antivirus Software.
The minimal configuration of workstations bid is
listed. Several vendors bid extensive catalogs listing
workstations of several different configurations. Any
workstation purchased must meet at least these
minimal
configuration requirements:
Pentium 200 MHz MMX motherboard with an Intel
Processor.
2 1/2 GB hard disk drive
3 1/2" floppy disk drive
Enhanced keyboard with additional Windows 95 hot
keys
PCI video card with 4 MB RAM
SVGA color 15 " monitor
Mouse
32 MB of memory (RAM)
Sound Card
16x internal CD-ROM drive
PCI 10/100 10 Base-T Ethernet Card
Warranty
All vendors offer a three-year on-site warranty,
parts and labor, with pickup and delivery service Some
vendors bid tile warranty cost separately from the
cost of the computer as indicated on the attachment. The
district is required to purchase the three-year
warranty for any workstation or file server if this cost
is listed separately.
To ensure that you, as a customer, receive the best
possible service, please note that you are obligated to
do the following:
Be prepared for the delivery of any equipment
ordered by clearing an appropriate space with access to
electrical power. If the receiver of the equipment at
your campus denies setup service at the time of delivery
the vendor is not required to return to that site to
perform the setup unless special arrangements are made.
Retain paperwork on your equipment purchase.
Ideally you should create a warranty file with copies of
paperwork (AB16s, invoices, etc.) on your purchase. Proof
of purchase is always required before any warranty
repair can be performed. This is the only way we can
ensure that any repairs performed to equipment during
the warranty period is not charged to you.
If you need assistance, or if any of the above
services and/or items are not provided with your
purchase, please contact the Technology Support's
Microcomputer Technology Services Division (MTSD) at
359-8996. Please post a copy of this letter and retain
the
original letter on file for future
reference.
January 7, 1998
Ms. Patricia Parker
Purchasing Manager
Texas Workers' Compensation Commission
Southfield Building, Room 106, MS-72
4000 South IH-35
Austin, TX 78704-7491
Dear Ms. Parker:
Unisys is pleased to be selected by Micro-Media
Solutions,
Inc. (MSI) as a technology and service partner for
the
Local
Area Network (LAN) and Wide
Area Network (WAN) projects.
Our vast experience with complex projects ensures
that the
MSI and Unisys project team will have the necessary
skills
to integrate the hardware and software components of the
proposed solution into a cohesive system for the Texas
Workers' Compensation Commission. Unisys will be responsible
for providing various systems h1tegration and implementation
for the network portion of this project. MSI and Unisys
have proposed products and services that will help you
successfully implement the project, and we are prepared to
coml11it the resources and expertise of our company to see
the project to a successful conclusion.
We are looking forward to the opportunity of becoming
your
solution and technology provider. As MSI is the prime
contractor for this engagement,
please refer any questions or requests to Ms. Karla
Gonzales, MSI Government Sales, at (512) 476-6925
Sincerely,
- ------------------------------
Paul R. Hall
Network Sales Representative
EDUCATION SERVICE CENTER 1
Estimated Value of Contract: $525,000
Scope of Contract: Provider of cabling and Network
supplies.
1900 WEST SCHUNIOR EDINBURG TEXAS 78539
210/3S3-5611 FAX210/383-3524
August 25, 1997
To: Vendor Addressed
From: Paul Hylander
Subject: Cabling RFP
The Region One Education Service Center Board of Directors
awarded one year contacts to successful RFP respondents in
August 20, 1997. Districts participating in the Region One
Technology Cooperative will be able to use the servicess of
the companied that were awarded contracts until August 31,
1998
Attached you will find a list of vendors that were awarded
one year contract to provide cabling services for the
Region One Technology Cooperative. You will need to send
each school district 2 copies of your cabling RFP proposals
in order that you can provide for them. One copy of your
RFP needs to be sent to District Business Manager and one
copy needs to be sent to the District Technology
Coordinator.
School districts will develop cabling specifications for
projects within their districts. Vendors from the approved
list can be contacted in order to determine who can provide
the best service at the best price.
Please contact me at 956-383-5611 if you have any questions
about the bid awards.
RFP Cable Installation Summary
Overview
Requests for cabling RFP's are designed to give each
district with the maximum flexibility when installing a
local area network (LAN). This flexibility enables
districts to choose a vendor that best meets their cabling
needs in the areas Of purchasing supplies and equipment,
labor costs, and costs of a turn key solution.
The RFP was designed around five scenarios for various
types of Internet connectivity. These included:
Administrative Offices (10 drops)
Computer Lab (30 drops)
Library (12 drops)
Classrooms (80 drops)
Total Campus (132 (Drops)
Each vendor must be able to meet or exceed the LAN cabling
standards found in Appendix A of the RFP as well as meet
the general and specific specifications of the RFP.
School districts will need to write their own cabling
specifications for specific projects and vendors must be
able to comply with all requirements of the districts and
the RFP Districts will be able to negotiate the best deal
from the approved vendor list that best meets the needs of
the district.
Approved Vendors for Cabling and Equipment/Supplies
August 20, 1997-Augilst 31, 1998
Vendor
Micro Media Solutions
D'Tcl Communication
ATE Telecom Solutions
Cable Com
Lucent Technologies
Southwestern Bell
Ecomm Systems
Carroll Systems
Anixter/NaCom
GTE
Walks Office Technology
Sabre Data
ANS Computers
Data Comm
Vendors Approved for Equipment and Supplies
August 20, 1997 August 31, 1998
Valmac Electric
Icon Technology
Micro Warehouse
Kent Data Comm
January 20 1998
To: Vendor Addressed
From: Paul Hylander
Subject: Approved Bid Awards
Enclosed you will find copies of the approved bid awards
for the following categories:
Computers and Computer parts
Software
Computer Maintenance
Printers and Scanners
You are requested to send two (2) copies of your catalog to
the school districts in Region One. One copy goes to the
District Business Manager and one copy goes to the
Technology Coordinator. Failure to send out copies of your
catalog could result in the termination of your bid award
contract approved by the Region One Board of Directors on
December 16, 1997.
The bid awards are in effect until December 31, 1998 and
Region One ESC has the option to renew this contract for an
additional year.
Please contact Paul Hylander at 956-383-5611 if you need
additional information.
Multimedia Cooperative
Bid Awards
1997-1998
Computers and Computer Systems
December 31,1997 to December 31, 1998
Generic Computers
Insight Direct Compu Connect
3820 South Harl Ave 777 S Central Expressway Ste. 5 D
Tempe, AZ 85282 Richardson, TX 75080
Phone 800-476-4888 x5151 Phone 972-680-3999
Fax 602-333-3400 972-680-9253
QIV Systems Small Business Computer
4242 Woodcook Suite 101 409 E. Jackson
San Antonio, Tx 78228 Harlingen, TX 78550
Phone 800-288-4126 Phone 956-421-3279
Fax 210-736-4054 Fax 956-421-3177
CRC Solutions Plus More
201 North 15th 4106 N. 22 Suite 3
McAllen, TX 78501 McAllen, TX 78504
Phone 956-631-2321 Phone 956-664-1933
Fax 956-631-4636 Fax 956-664-9776
M&A Technology Micro Solutions
4407 Alpha Rd 1311 E. Hackberry
Dallas, TX 75244 McAllen, TX 78501
Phone 972-490-5803 Phone 956-682-18l9
Fax 972-490-0616 Fax 956-682-6560
Computers at Sunrise Mall Arlington Computers
SPID #37B & H 39, TX 78412 Parts & Service
2801 E Pioneer Parkway Suite 122
Phone 512-994-8887 Arlington, TX 76010
Fax 512-994-8988 Phone 817-649-1968
Fax 817-649-2055
Wholesale Computers NBA Computer Service
4610 San Bernardo Ste B 4017 Frederickburg Rd, Suite E
Laredo, TX 78041 San Antonio, TX 78201
Phone 956-725-3460 Phone 210-732-1492
Fax 956-725-0133 Fax 713-732-1495
HB Distribution Ameritel
9630 Clarewood Dr. Suite Bl 11120 N Stemmon's Frwy
Houston, TX 77036 Dallas, TX 75229
Phone 713-776-4778 Phone 972-484-8549
Fax 713-776-4770 Fax 972-484-5491
Walks Foremost Technologies
115 Boca Chica PO Box 3392
Brownsville. TX 78520 Brownsville TX; 78532
Phone 800-481-0151 Phone 956-831-4444
Fax 956-542-0803 Fax 956-831-2257
Corby Company Tangent Computer
401 Isom Suite 500 197 Airport
San Antonio, TX 78216 Burlingame, CA 94010
Phone 210-340-2113 Phone 800-342-9388
Fax 210-340-1217 Fax 650-342-9388
Download Computer D D Computer Warehouse
11321 Richmond Ave 4642 Everhart
Suite 106-C
Houston, TX 77082 Corpus Christi, TX 78411
Phone 888-217-9121 Phone 512-993-5895
Fax 281 -870-8355 Fax 512-993-5897
McCall Services Genesys
800 N Shoreline 1289 Hammerwood Ave
Suite 1100 South SunnyVale, CA 94089
Corpus Cbristi, TX 78401
Phone 512-883-2060 Phone 408-541-1800 x 126
Fax 512-883-0500 Fax 408-541-1700
CPU Data Cimarron
1122 Pecan 1830 NASA Road One
McAllen, TX 78501 Houston, TX 77058
Phone 956-631-4477 Phone 281-335 5840
Micro World
326 Maple Ave
Torrance, CA 90503
Phone 310-533-1177x270
Fax 310-533-0501
Gateway Computers
Omtex Gateway 2000 Major
Accounts
1221 S Main Suite 207 610 Gateway Dr
Boerne, TX 78006 N. Sioux City, SD 57049
Phone 800-482-8397 Phone 800-779-2000
Fax 830-249-3319 Fax 605-232-2701
HP Computers
Insight Direct MSI
3820 South Harl 501 Waller
Tempe, AZ 85282 Austin, TX 78702
Phone 800-476-4888 x 5151 Phone 512-476-6925
Fax 602-333-3400 Fax 512-473-2371
QIV Systems Ameritel
4242 Woodcook Suite 101 11120 N Stemmons Frwy
San Antonio, TX 78228 Dallas, TX 75229
Phone 800-288-4126 Phone 972-484-8549
Fax 210-736-4054 Fax 972-484-5491
Walks CGES
145 Boca Chica 444 Scott Dr
Brownsville, TX 78520 Bloomingdale, IL 60108
Phone 800-481-0151 Phone 800-543-2437
Fax 956-542-0803 Fax 630-924-6850
Download Computer D D Computer Warehouse
1321 Richmond Ave Suite 106-C 4642 Everhart
Houston, TX 77082 Corpus Christi, TX 7X411
Phone 888-217-9121 Phone 512-993-5895
Fax 281-870-8355 Fax 512-993-5897
CPU Data Argon Technologies
1122 Pecan 1531 W IH 30
McAllen, TX 78501 Greenville, TX 75402
Phone 956-631-4477 Phone 903-45S-5036
Fax 956-787-1805 Fax 903-455-2115
Cimarron Education Access
1830 NASA Road One 295 Santa Ana Ct
Houston, TX 77058 Sunnyvale, CA 94086
Phone 281-335-5840 Phone 800-741-8826 x 3145
Fax 281-335-5890 Fax 800-741-X827
Dell Computers
QIV Systems Dell
4242 Woodcook Suite 101 One Dell Way
San Antonio, TX 78228 Round Rock, TX 78682
Phone 800-288-4126 Phone 800-274-7799
Fax 210-736-4054 Fax 800-433-9528
Ameritel Download Computer
11120 N Stemmons Frwy 11321 Richmond Ave
Suite 106-C
Dallas, TX 75229 Houston, TX 77082
Phone 972-484-8549 Phone 888-217-9121
Fax ###-##-#### Fax 281-870-8355
McCall Services
800 N Shoreline Suite 1100 South
Corpus Christi, TX 78401
Phone 512-883-2060
Fax 512-883-0500
Toshiba Computers
Insight Direct MSI
3820 South Harl Ave 501 Waller
Tempe, AZ 85282 Austin, TX 78702
Phone 800-476-4888 x 5151 Phone S12-476-6925
Fax 602-333-3400 Fax 512-473-2371
Solutions Plus More Wholesale Computers
4106 N 22 Suite 3 4610 San Bernard Ste B
McAllen, TX 78504 Laredo, TX 78041
Phone 956-664-1933 Phone 956-72S-3460
Fax 956-664-9776 Fax 956-725-0133
Ameritel Download Computer
11120 N Stemmons Frwy 11321 Richmond Ave
Suite 106-C
Dallas, TX 75229 Houston, TX 77082
Phone 972-484-8549 Phone 888-217-9121
Fax 972-484-5491 Fax 281-870-8355
D D Computer Warehouse Cimarron
642 Everhart 1830 NASA Road, One
Corpus Christie, TX 78411 Houston, TX 77058
Phone 512-993-5895 Phone 281-335-5890
Fax 512-993-5897 Fax 281-335-5890
_
Acer Computers
Insight Direct Solutions Plus More
3820 South Harl Ave 4106 N. 22 Suite 3
Tempe, AZ 85282 McAllen, TX 78504
Phone 800-476-4888 x 5151 Phone 956-664-1933
Fax 602-333-3400 Fax 956-664-9776
Wholesale Computers Ameritel
4610 San Bernardo Ste B 11120 N Stemmons Frwy
Laredo, TX 78041 Dallas, TX 75229
Phone 956-725-3460 Phone 972-484-8549
Fax 956-725-0133 Fax 972-484-5491
Arsys Innotech Walks
10518 Harwin Dr 145 Boca Chica
Houston, TX 77036 Brownsville, TX 78520
Phone 713-988-9988 Phone 800-481-0151
Fax 713-988-9989 Fax 956-542-0803
Foremost Technologies Download Computer
P O Box 3392 11321 Richmond Ave
Suite 106-C
Brownsville, TX 78532 Houston, TX 77082
Phone 956-831-4444 Phone 888-217-9121
Fax 956-831-2257 Fax 281-870-8355
D D Computer Warehouse CPU Data
4642 Everhart 1122 Pecan
Corpus Christi, TX 78411 McAllenl TX 78501
Phone 512-993-5895 Phone 956-631-4477
Fax 512-993-5897 Fax 956-787- 1805
Cimarron Micro World
1830 NASA Road One 326 Maple Ave
Houston, TX 77058 Torrance, CA 90503
Phone 281-335-5840 Phone 310-533-1177x270
Fax 281-335-5890 Fax 310-533 -0501
IBM Computers
Computer City Insight Direct
300 W 3rd St Suite 1500 3820 South Harl Ave
Fort Worth, TX 76102 Tempe, AZ 85282
Phone 817-415-3250 Phone 800-476-4888 x5151
Fax 817-415-3350 Fax 602-333-3400
MSI Computer
Education Solutions
501 Waller 11211 N Main
Austin, TX 78702 McAllen, TX 78501
Phone 512-476-6925 Phone 800-303-8689
Fax 512-473-2371 Fax 956-584-3961
QIV Systems Computerland
4242 Woodcook Suite 101 115 W Main
San Antonio, TX 78228 Uvalde, TX 78801
Phone 800-288-4126 Phone 803-278-6665
Fax 210-736-4154 Fax 830-278-1513
Solutions Plus More Arsys Innotech
4106 N.22 Suite 3 10518 Harwin Dr
McAllen, TX 78504 Houston TX 77036
Phone 956-664-1933 Phone 713-988-9988
Fax 956-664-9776 Fax 713-988-9989
CGES Download Computer
444 Scott Dr 11321 Richmond Ave Suite 106C
Bloomingdale, IL 60108 Houston, TX 77082
Phone 910-543-2437 Phone 888-217-9121
Fax 630-924-6850 Fax 281-870-8355
CPU Data Argon Technologies
1172 Pecan 1531 W IH 30
McAllen, TX 78501 Greenville, TX 75402
Phone 956-631-4477 Phone 903-455-5036
Fax 956-787-1805 Fax 903-455-2115
Apple Computers
Small Business Computer Apple Corp
409 E. Jackson 1846 N Shore Dr
Harlingen, TX 78550 Port Isabel, TX 78587
Phone 956-421-3279 Phone 956-943-3145
Fax 956-421 -3177 Fax 956-943-3144
Apple Computer
P O Box 149116
Austin, TX 78714
Phone 800-800-2775
Fax 512-919-2974
Sun Computers
MSI Sun Microsystems
501 Waller 6034 W Courtyard Dr Suite 200
Austin. TX 78702 Austin, TX 78730
Phone 512-476-6925 Phone 512-346-8761
Fax 512-473-2371 Fax 512-346-8761
Internet Devices
Internet Products
8947 A Complex Dr
San Diego, CA 92123
Phone 888-468-3742
Fax 619-574-4111
Computer Software
December 31, 1997 to December 31, 1998
Productivity Software
Computer City QIV Systems
300 W 3rd St Suite 1500 1242 Woodcook Suite 1111
Fort Worth, TX 76102 San Antonio, TX 78228
Phone 817-415-3250 Phone 800-288-4126
Fax 817-415-3350 Fax 210-736-4054
Computerland Dell
115 W Main One Dell Way
Uvalde, TX 78801 Round Rock, TX 78682
Phone 803-278-6665 Phone 800-433-9528
Fax 830-278-1513 Fax 800-433-9528
M&A Technology Micro Solutions
4407 Alpha Rd 1311 E. Hackberry
Dallas TX 75244 McAllen, TX 78501
Phone 972-490-5803 Phone 956-682-1819
Fax 972-490-0616 Fax 956-682-6560
Arlington Computers Wholesale Computers
Parts & Service 4610 San Bernardo
2801 E Pioneer Parkway Ste B
Suite 122
Arlington, TX 76010 Laredo, TX 78041
Phone 817-649-1968 Phone 956-725-3460
Fax 817-649-2055 Fax 956-725-0133
HB Distribution Ameritel
9630 Clarewood Dr Suite B 1 11120 N Stemmons Frwy
Houston, TX 77036 Dallas TX 75229
Phone 713-776-4778 Phone 972-484-5491
Fax 713-776-4770 Fax 972-484-5491
The Software Source Foremost Technologies
1750 Brielle A-2 PO Box 3392
Ocean. NJ 07712 Brownsville TX 78532
Phone 732-695-2100 Phone 956-831-4444
Fax 732-695-1070 Fax 956-831-2257
Tangent Computer Download Computer
Airport 11321 Richmond Ave
Suite 106-C
Burlingame, CA 94010 Houston TX 77082
Phone 800-342-9388 Phone 888-217-9121
Fax 650-342-9388 Fax 281-870-8355
D D Computer Warehouse Cimarron
4642 Everhart l830 NASA Road One
Corpus Christi. TX 78411 Houston TX 77058
Phone 512-993-5895 Phone 281-335-5840
Fax 512-993-5897 Fax 281-335-5890
Azarat Marketing
2809 Bird Ave Suite 299
Miami FL 33133
Phone 305-285-7297
Fax 305-285-8879
Education Software
Computer City ET&T/Regency
300 W 3rd St Suite 1500 1214 C Stonghollow Dr
Fort Worth, TX 76102 Kingwood, TX 77339
Phone 817-415-3250 Phone 800-419-9119
Fax 817-415-3350 Fax 280-358-7397
Computers at Sunrise Mall Arlington Computers
SPID #37B & # 39 Parts & Service
, TX 78412 2801 E Pioneer Parkway
Suite 122
Arilington, TX 76010
Phone 512-994-8887 Phone 817-649-1968
Fax 512-994-8988 Fax 817-649-2055
Wholesale Computers Educational Resources
4610 San Bernardo Ste B 8523 Pioneer Gold
Laredo, TX 78041 San Antonio, TX 78249
Phone 956-725-3460 Phone 800-624-2926
Fax 956-725-0133 Fax 210-684-7670
Ameritel Computer Tutor
11120 N Stemmons Frwy Rt. 1 Box 31 G
Dallas, TX 75229 Farmersville, TX 75442
Phone 972-484-8549 Phone 800-472-0071
Fax 972-484-5491 Fax 903-776-2100
School Visions of Texas
704 Nightingale #8
McAllen, TX 78504
Phone 956-687-3210
Fax 956-782-1019
ILS Software
New Century Jostens
220 Old New Brunswickq 7878 N 16th Suite 100
Picataway, NJ 08854 Pheonix, AZ 85020
Phone 800-833-6232 Phone 800-422-4339
Fax 732-981-0552 Fax 602-230-7034
Small Business Computer ET&T/Regency
409 E. Jackson 1214C Stonghollow Dr
Harlingen, TX 78550 Kingwood, TX 77339
Phone 956-421-3279 Phone 800449-9119
Fax 956-421-3177 Fax 280-358-7397
Computerland Tangent Computer
115 W Main 197 Airport
Uvalde, TX 78801 Burlingame, CA 94010
Phone 803-278-6665 Phone 800-342-9388
Fax 830-278-1513 Fax 650-342-9388
Computer Maintenance
December 31, 1997 to December 31. 1998
Computer Maintenance
Computer City MSI
300 W 3rd St Suite 1500 501 Waller
Fort Worth, TX 76102 Austin, TX 78702
Phone 817-415-3250 Phone 512-476-6925
Fax 817-415-3350 Fax 512-473-2371
QIV Systems Small Business Computer
4242 Woodcook Suite 101 409 F. Jackson
San Antonio, TX 78228 Harlingen, TX 78550
Phone 800-288-4126 Phone 956-421-3279
Fax 210-736-4054 Fax 956-421-3177
CRC Computerland
201 North 15tb 115 W Main
McAllen, TX 78501 Uvalde, TX 78801
Phone 0956-631-2321 Phone 803-278-6665
Fax 956-631-4636 Fax 830-278-1513
Solutions Plus More M&A Technology
4106 N. 22 Suite 3 4407 Alpha Rd
McAllen, TX 78504 Dallas, TX 75244
Phone 956-664-1933 Phone 972-490-5803
Fax 956-664-9776 Fax 972-490-0616
Micro Solutions Computers at Sunrise Mall
1311 E. Hackberry 5858
McAllen, TX 78501 SPID #37B & # 39, TX 78412
Phone 956-682-1819 Phone 512-994-8887
Fax 956-682-6560 Fax 512-994-8988
Wholesale Computers NBA Computer Service
4610 San Bernardo Ste B 4017 Frederickburg Rd,
Suite E
Laredo, TX 78041 San Antonio, TX 78201
Phone 956-725-3460 Phone 210-732-1492
Fax 956-725-0133 Fax 713-732-1495
HB Distribution Ready Smart Systems
9630 Clarewood Dr Suite B 1 801 Quince, Ste 14
Houston, TX 77036 McAllen, TX 78501
Phone 713-776-4778 Phone 956-686-9518
Fax 713-776-4770 Fax 956-686-9518
Foremost Technologies Tangent Computer
P O Box 3392 197 Airport
Download Computer D D Computer Warehouse
11321 Richmond Ave Suite 106 4642 Everhart
Houston, TX 77082 Corpus Christi, TX 78411
Phone 888-217-9121 Phone 512-993-5895
Fax 281-870-8355 Fax 512-993-5897
Computer Command McCall Services
708 E. Goodwin 800 N Shoreline
Suite 1100 South
Victoria, TX 77901 Corpus Christi, TX 78401
Phone 800-460-3305 Phone 512-883-2060
Fax 512-576-4259 Fax 512-883-0500
CPU Data
1122 Pecan
McAllen, TX 78501
Phone 956-631-4477
Fax 956-787-1805
Printers and Scanners
Insight Direct MSI
3820 South Harl Ave 501 Waller
Tempe, AZ 85282 Austin, TX 78702
Phone 800-476-4888 X 5151 Phone 512-473-2371
Fax 602-333-3400 Fax 512-473-2371
Compu Connect QIV Systems
777 S. Central 4242 Woodcook Suite 101
Expressway Ste 5D
Richardson, TX 75080 San Antonio, TX 78228
Phone 972-680-3999 Phone 800-288-4126
Fax 972-680-9253 Fax 210-736-4054
Apple Corp CRC
1846 N Shore Dr 201 North 15th
Port Isabel, TX 78587 McAllen, TX 78501
Phone 956-943-3145 Phone 956-631-2321
Fax 956-943-3144 Fax 956-631-4636
Computerland Dell
15 W Main One Dell Way
Uvalde, TX 78801 Round Rock, TX 78682
Phone 803-278-6665 Phone 800-274-7799
Fax 830-278-1513 Fax 800-433-9528
Solutions Plus More M&A Technology
4106 N. 22 Suite 3 4407 Alpha Rd
McAllen, TX 78504 Dallas, TX 75241
Phone 956-664-1933 Phone 972-490-5803
Fax 956-664-9776 Fax 972-490-0616
Computers at Sunrise Mall Wholesale Computers
5858 4610 San Bernardo Ste 1
SPID #37B & # 39, TX 78412 Laredo, TX 78041
Phone 512-994-8887 Phone 956-725-3460
Fax 512-994-8988 Fax 956-725-0133
Dean Williams Business Educational Resources
Machines
5755 Bonhom Suite 416 8523 Pioneer Gold
Houston, TX 77036 San Antonio, TX 78249
Phone 713-266-3622 Phone 800-624-2926
Arsys Innotech Walks
10518 Harwin Dr 145 Boca Chica
Houston, TX 77036 Bronwnsville, TX; 78520
Phone 713-988-9988 Phone 800-481-0151
Fax 713-988-9989 Fax 956-542-0803
CGES Foremost Technologies
444 Scott Dr PO Box 3392
Bloomingdale, IL 60108 Brownsville, TX 78532
Phone 800-543-2437 Phone 956-831-4444
Fax 630-924-6850 Fax 956-831-2257
Matrix Data Tangent Computer
21555 Drake 197 Airport
Cleveland, OH 44136 Burlingame, CA 94010
Phone 800-456-3325 Phone 800-342-9388
Fax 216-238-4546 Fax 650-342-9388
Apple Computer Download Computer
P O Box 149116 11321 Richmond Ave
Suite 106-C
Austin, TX 78714 Houston, TX 77082
Phone 800-800-2775 Phone 888-217-9121
Fax 512-919-2974 Fax 281-870-8355
Northshore Computer Plus D D Computer Warehouse
935 Freeport 4642 Everhart
Houston, TX 77015 Corpus Christi, TX 78411
Phone 713-450-2270 Phone 512-993-5895
Fax 713-450-2577 Fax 512-993-5897
Computer Command McCall Services
708 E. Goodwin 800 N Shoreline
Suite 1100 South
Vlctoria, TX 77901 Corpus Christi, TX 78401
Phone 800-460-3305 Phone 512-883-2060
Fax 512-576-4259 Fax 512-883-0500
Genesys CPU Data
1289 Hammerwood Ave 1122 Pecan
SunnyVale, CA 94089 McAllen, TX 78501
Phone 408-541-1800 x 126 Phone 956-631-4477
Fax 408-541-1700 Fax 956-787-1805
Cimmaron Education Access
1830 NASA Road One 295 Santa Ana Ct
Houston, TX 77058 Sunnyvale, CA 94086
Phone 281-335-5840 Phone 800-741-8826 x 3145
Fax 281-335-5890 Fax 800-741-8827
EDUCATION SERVICE CENTER 18
Estimated Value of Contract: $525,000
Scope of Contract: Provider of computer Hardware and
Software.
REGION 18
August 28, 1997
To the Vendor Addressed:
RE: Region 18 Education Service Center
Purchasing Cooperative Members
A few months ago you responded to Region 18 Education
Service Center's "open catalog''
bid This letter is to formally advise you that you
are an
approved vendor for the Region 18
Education Service Center Purchasing Cooperative for
the
period June 23, 1997 June22, 1998
According to the information submitted, you are an
approved
vendor in the following:
Category:
R18C015 - School and Office Supplies, Instructional
Materials and furniture
R18C016 - Computer Hardware, Software, Supplies and
Accessories
R18C017 - P E and Athletic Supplies and Equipment
Enclosed for your file and reference is a list
showing the
members of tile Region 18 Purchasing Cooperative.
Each
member is responsible for their own
purchasing and orders are not processed through
Region 18
ESC
Your cooperation regarding this matter is greatly
appreciated Should you have any questions or
concerns,
please do not hesitate to call me at (915) 567-
3958 Thank you for your patience
regarding; this matter
Sincerely,
_________
Gary E. Bond
Purchasing Assistant
cc H. Whitehead
REGION 18 EDUCATION SERVICE CENTER
1997-1998 Purchasing Cooperative Members
Kermit ISD Marathon ISD Marfa ISD
Curtis Barnett Fred Stair Linda
Gutierrez
601 S Poplar P O Box 416 P O Box T
Kermit TX 79745-4712 Marathon TX 79842 Marfa TS
79843
915-586-1015 915-386-4474 915-729-
4252
Big Spring ISD Canutillo ISD Coahoma ISD
Ronald Plumlee Kay Fraser Gina
McEndree
708 11th Place P O Box 100 P O Box 110
Big Spring TX 79720 Canutillo TX 79835 Coahoma TX
79511
915-264-3620 915 877 -7430 915-394-4290
Colorado ISD Coppell ISD Crane ISD
Geneva Findley Ralph M Seeley David
Roberson
P O Box 1047 200 S Denton Tap Rd 511 W 8th
Street
Colorado City Coppell Crane
TX 79512 TX 75019 TX 79731-
3099
915-728-5312 214-471-1111 915-558-1020
Culberson County
Allamore ISD Desoto ISD Ector County
ISD
Angelica Robledo Mel McFarling Dan
Wilkinson
P O Box 899 200 E Belt Line Rd P O Box 3912
Horn TX 79855 DeSoto TX Odessa TX
75115-5795 79760-3912
915-283-2245 972-274-8266 915-332-9151
Forsan ISD Fort Davis ISD Fort
Stockton ISD
Diana Lanspery Sharon Lippe Charles
Roberts
P O Drawer A P O Box 1339 101 W
Division
Forsan TX 79733 Fort Davis TX 79734 Fort
Stockton TX
79735
915-457-2223 915-426-3917 915-336-4000
Glasscock ISD Grady ISD Grandfalls-
Royalty ISD
JoAnn Turner Johnny Tubb Paula
Francisco
P O BOX 9 HCR 72 Box 4 P O Box 10
Garden City TX 79739 Lenorah TX Grandfalls
TX
79739 79749-9702 79742-0010
915-354-2230 915-459-2444 915-547-2266
Greenwood ISD Highland Park ISD Howard
County Jr.
College
Larry McGough Mary Bingham Dennis
Churchwell
2700 FM 1379 701S Westchester 1001
Birdwell
Lane
Midland TX 79706 Dallas TX 75205 Big Spring
TX
79720
915-685-7803 214-523-1600 915-264-5167
Kermit ISD Marathon ISD Marfa ISD
Curtis Barnett Fred Stair Linda
Gutierrez
601 S Poplar P O Box 416 P O Box T
Kermit TX Marathon TX Marfa TX
79843
79745-4712 79842
915-586-1015 915-386-4474 915-729-4252
Monahans-
Wickett
McCamey ISD Midland ISD -Pyote ISD
Ronnie Page Leon Hartter Joe Hayes
P O Box 934 P O Box 2298 606 S Betty
McCamey TX Midland TX Monahans TX
79752 79701 79756
915-652-3141 915-689-1752 915-943-6711
Pecos-Barstow
Paris ISD -Toyah ISD Presidio ISD
Ben Coker Cookie Canon Gloria Baeza
P O Box 1159 P O Box 869 P O Box S
Paris TX 75460 Pecos TX 79772 Presidio TX
79845
903-737-7473 915-447-7203 915-229-3010
Rankin ISD Reagan County ISD Region 18
ESC
Joyce Everidge Delbert Dodds Gary Bond
P O Box 90 1111 12th Street P O Box
60580
Rankin TX Big Lake TX Midland TX
79778 76932 79711-0580
915-693-2461 915-884-3705 915-567-3258
Rockwall ISD Stanton ISD Terlingua
ISD
Eva Kozlovsky Rob Roberson Kathy
Killingsworth
801 E Washington P O Box 730 P O Box 256
Street
Rockwall TX Stanton TX Terlingua TX
75087 79782 79852-0256
972-771-0605 915-756-2226 915-371-2281
Terrell Ward
County ISD County courthouse Wink-Loving
ISD
Blain Chriesman JudgeSam Massey Holly Bryan
P O Box 747 Courthouse P O Box 637
Sanderson TX Monahans TX Wink TX
79848 79756 79789-0637
915-345-2251 915-943-3209 915-527-3700
EDUCATION SERVICE CENTER Region 1
Estimated Value of Contract: $525,000
Scope of Contract: Provider of cabling and Network
supplies.
1900 WEST SCHUNIOR EDINBURG TEXAS 78539
210/3S3-5611 FAX210/383-3524
August 25, 1997
To: Vendor Addressed
From: Paul Hylander
Subject: Cabling RFP
The Region One Education Service Center Board of
Directors awarded one year contacts
to successful RFP respondents in August 20, 1997.
Districts participating in the Region
One Technology Cooperative will be able to use the
services of the complained that
were awarded contracts until August 31, 1998
Attached you will find a list of vendors that were
awarded one year contract to provide
cabling services for the Region One Technology
Cooperative. You will need to send
each school district 2 copies of your cabling RFP
proposals in order that you can provide
for them. One copy of your RFP needs to be sent to
District Business Manager and one
copy needs to be sent to the District Technology
Coordinator.
School districts will develop cabling specifications
for projects within their districts.
Vendors from the approved list can be contacted in
order to determine who can provide
the best service at the best price.
Please contact me at 956-383-5611 if you have any
questions about the bid awards.
RFP Cable Installation Summary
Overview
Requests for cabling RFP's are designed to give each
district with the maximum
flexibility when installing a local area network
(LAN). This flexibility enables districts
to choose a vendor that best meets their cabling
needs in the areas Of purchasing
supplies and equipment, labor costs, and costs of a
turn key solution.
The RFP was designed around five scenarios for
various types of Internet connectivity.
These included:
Administrative Offices (10 drops)
Computer Lab (30 drops)
Library (12 drops)
Classrooms (80 drops)
Total Campus (132 (Drops)
Each vendor must be able to meet or exceed the LAN
cabling standards found in
Appendix A of the RFP as well as meet the general and
specific specifications of the
RFP.
School districts will need to write their own cabling
specifications for specific projects
and vendors must be able to comply with all
requirements of the districts and the RFP
Districts will be able to negotiate the best deal
from the approved vendor list that best
meets the needs of the district.
Approved Vendors for Cabling and Equipment/Supplies
August 20, 1997-Augilst 31, 1998
Vendor
Micro Media Solutions
D'Tcl Communication
ATE Telecom Solutions
Cable Com
Lucent Technologies
Southwestern Bell
Ecomm Systems
Carroll Systems
Anixter/NaCom
GTE
Walks Office Technology
Sabre Data
ANS Computers
Data Comm
Vendors Approved for Equipment and Supplies
August 20, 1997 August 31, 1998
Valmac Electric
Icon Technology
Micro Warehouse
Kent Data Comm
January 20 1998
To: Vendor Addressed
From: Paul Hylander
Subject: Approved Bid Awards
Enclosed you will find copies of the approved bid
awards for the following categories:
Computers and Computer parts
Software
Computer Maintenance
Printers and Scanners
You are requested to send two (2) copies of your
catalog to the school districts in Region
One. One copy goes to the District Business Manager
and one copy goes to the
Technology Coordinator. Failure to send out copies of
your catalog could result in the
termination of your bid award contract approved by
the Region One Board of Directors
on December 16, 1997.
The bid awards are in effect until December 31, 1998
and Region One ESC has the
option to renew this contract for an additional year.
Please contact Paul Hylander at 956-383-5611 if you
need additional information.
Multimedia Cooperative
Bid Awards
1997-1998
Computers and Computer Systems
December 31,1997 to December 31, 1998
Generic Computers
Insight Direct Compu Connect
3820 South Harl Ave 777 S Central Expressway
Ste. 5 D
Tempe, AZ 85282 Richardson, TX 75080
Phone 800-476-4888x5151 Phone 972-680-3999
Fax 602-333-3400 972-680-9253
QIV Systems Small Business Computer
4242 Woodcook Suite 101 409 E. Jackson
San Antonio, Tx 78228 Harlingen, TX 78550
Phone 800-288-4126 Phone 956-421-3279
Fax 210-736-4054 Fax 956-421-3177
CRC Solutions Plus More
201 North 15th 4106 N. 22 Suite 3
McAllen, TX 78501 McAllen, TX 78504
Phone 956-631-2321 Phone 956-664-1933
Fax 956-631-4636 Fax 956-664-9776
M&A Technology Micro Solutions
4407 Alpha Rd 1311 E. Hackberry
Dallas, TX 75244 McAllen, TX 78501
Phone 972-490-5803 Phone 956-682-18l9
Fax 972-490-0616 Fax 956-682-6560
Computers at Arlington Computers
Sunrise Mall 5858 Parts & Service
SPID #37B & H 39 2801 E Pioneer Parkway Suite
TX 78412 122
Arlington, TX 76010
Phone 512-994-8887 Phone 817-649-1968
Fax 512-994-8988 Fax 817-649-2055
Wholesale Computers NBA Computer Service
4610 San Bernardo 4017 Frederickburg Rd,
Ste B Suite E
Laredo, TX 78041 San Antonio, TX 78201
Phone 956-725-3460 Phone 210-732-1492
Fax 956-725-0133 Fax 713-732-1495
HB Distribution Ameritel
9630 Clarewood Dr. 11120 N Stemmon's Frwy
Suite Bl
Houston, TX 77036 Dallas, TX 75229
Phone 713-776-4778 Phone 972-484-8549
Fax 713-776-4770 Fax 972-484-5491
Walks Foremost Technologies
115 Boca Chica PO Box 3392
Brownsville. TX 78520 Brownsville TX; 78532
Phone 800-481-0151 Phone 956-831-4444
Fax 956-542-0803 Fax 956-831-2257
Corby Company Tangent Computer
401 Isom Suite 500 197 Airport
San Antonio, TX 78216 Burlingame, CA 94010
Phone 210-340-2113 Phone 800-342-9388
Fax 210-340-1217 Fax 650-342-9388
Download Computer D D Computer Warehouse
11321 Richmond Ave 4642 Everhart
Suite 106-C
Houston, TX 77082 Corpus Christi, TX 78411
Phone 888-217-9121 Phone 512-993-5895
Fax 281 -870-8355 Fax 512-993-5897
McCall Services Genesys
800 N Shoreline South 1289 Hammerwood Ave
Suite 1100
Corpus Cbristi, SunnyVale, CA 94089
TX 78401
Phone 512-883-2060 Phone 408-541-1800 x 126
Fax 512-883-0500 Fax 408-541-1700
CPU Data Cimarron
1122 Pecan 1830 NASA Road One
McAllen, TX 78501 Houston, TX 77058
Phone 956-631-4477 Phone 281-335 5840
Micro World
326 Maple Ave
Torrance, CA 90503
Phone 310-533-1177x270
Fax 310-533-0501
Gateway Computers
Omtex Gateway 2000 Major Accounts
1221 S Main Suite 207 610 Gateway Dr
Boerne, TX 78006 N. Sioux City, SD 57049
Phone 800-482-8397 Phone 800-779-2000
Fax 830-249-3319 Fax 605-232-2701
HP Computers
Insight Direct MSI
3820 South Harl 501 Waller
Tempe, AZ 85282 Austin, TX 78702
Phone 800-476-4888 Phone 512-476-6925
x 5151
Fax 602-333-3400 Fax 512-473-2371
QIV Systems Ameritel
4242 Woodcook 11120 N Stemmons Frwy
Suite 101
San Antonio, TX 78228 Dallas, TX 75229
Phone 800-288-4126 Phone 972-484-8549
Fax 210-736-4054 Fax 972-484-5491
Walks CGES
145 Boca Chica 444 Scott Dr
Brownsville, TX 78520 Bloomingdale, IL 60108
Phone 800-481-0151 Phone 800-543-2437
Fax 956-542-0803 Fax 630-924-6850
Download Computer D D Computer Warehouse
1321 Richmond Ave 4642 Everhart
Suite 106-C
Houston, TX 77082 Corpus Christi, TX 7X411
Phone 888-217-9121 Phone 512-993-5895
Fax 281-870-8355 Fax 512-993-5897
CPU Data Argon Technologies
1122 Pecan 1531 W IH 30
McAllen, TX 78501 Greenville, TX 75402
Phone 956-631-4477 Phone 903-45S-5036
Fax 956-787-1805 Fax 903-455-2115
Cimarron Education Access
1830 NASA Road One 295 Santa Ana Ct
Houston, TX 77058 Sunnyvale, CA 94086
Phone 281-335-5840 Phone 800-741-8826 x 3145
Fax 281-335-5890 Fax 800-741-X827
Dell Computers
QIV Systems Dell
4242 Woodcook Suite 101 One Dell Way
San Antonio, TX 78228 Round Rock, TX 78682
Phone 800-288-4126 Phone 800-274-7799
Fax 210-736-4054 Fax 800-433-9528
Ameritel Download Computer
11120 N Stemmons Frwy 11321 Richmond Ave
Suite 106-C
Dallas, TX 75229 Houston, TX 77082
Phone 972-484-8549 Phone 888-217-9121
Fax ###-##-#### Fax 281-870-8355
McCall Services
800 N Shoreline Suite 1100 South
Corpus Christi, TX 78401
Phone 512-883-2060
Fax 512-883-0500
Toshiba Computers
Insight Direct MSI
3820 South Harl Ave 501 Waller
Tempe, AZ 85282 Austin, TX 78702
Phone 800-476-4888 Phone S12-476-6925
x 5151
Fax 602-333-3400 Fax 512-473-2371
Solutions Plus More Wholesale Computers
4106 N 22 Suite 3 4610 San Bernard Ste B
McAllen, TX 78504 Laredo, TX 78041
Phone 956-664-1933 Phone 956-72S-3460
Fax 956-664-9776 Fax 956-725-0133
Ameritel Download Computer
11120 N Stemmons Frwy 11321 Richmond Ave Suite
106-C
Dallas, TX 75229 Houston, TX 77082
Phone 972-484-8549 Phone 888-217-9121
Fax 972-484-5491 Fax 281-870-8355
D D Computer Warehouse Cimarron
642 Everhart 1830 NASA Road, One
Corpus Christie, Houston, TX 77058
TX 78411
Phone 512-993-5895 Phone 281-335-5890
Fax 512-993-5897 281-335-5890
Acer Computers
Insight Direct Solutions Plus More
3820 South Harl Ave 4106 N. 22 Suite 3
Tempe, AZ 85282 McAllen, TX 78504
Phone 800-476-4888 Phone 956-664-1933
x 5151
Fax 602-333-3400 Fax 956-664-9776
Wholesale Computers Ameritel
4610 San Bernardo Ste B 11120 N Stemmons Frwy
Laredo, TX 78041 Dallas, TX 75229
Phone 956-725-3460 Phone 972-484-8549
Fax 956-725-0133 Fax 972-484-5491
Arsys Innotech Walks
10518 Harwin Dr 145 Boca Chica
Houston, TX 77036 Brownsville, TX 78520
Phone 713-988-9988 Phone 800-481-0151
Fax 713-988-9989 Fax 956-542-0803
Foremost Technologies Download Computer
P O Box 3392 11321 Richmond Ave Suite 106-C
Brownsville, TX 78532 Houston, TX 77082
Phone 956-831-4444 Phone 888-217-9121
Fax 956-831-2257 Fax 281-870-8355
D D Computer Warehouse CPU Data
4642 Everhart 1122 Pecan
Corpus Christi, McAllenl TX 78501
TX 78411
Phone 512-993-5895 Phone 956-631-4477
Fax 512-993-5897 Fax 956-787- 1805
Cimarron Micro World
1830 NASA Road One 326 Maple Ave
Houston, TX 77058 Torrance, CA 90503
Phone 281-335-5840 Phone 310-533-1177x270
Fax 281-335-5890 Fax 310-533 -0501
IBM Computers
Computer City Insight Direct
300 W 3rd St Suite 1500 3820 South Harl Ave
Fort Worth, TX 76102 Tempe, AZ 85282
Phone 817-415-3250 Phone 800-476-4888
x5151
Fax 817-415-3350 Fax 602-333-3400
MSI Computer Education
Solutions
501 Waller 11211 N Main
Austin, TX 78702 McAllen, TX 78501
Phone 512-476-6925 Phone 800-303-8689
Fax 512-473-2371 Fax 956-584-3961
QIV Systems Computerland
4242 Woodcook Suite 101 115 W Main
San Antonio, TX 78228 Uvalde, TX 78801
Phone 800-288-4126 Phone 803-278-6665
Fax 210-736-4154 Fax 830-278-1513
Solutions Plus More Arsys Innotech
4106 N.22 Suite 3 10518 Harwin Dr
McAllen, TX 78504 Houston TX 77036
Phone 956-664-1933 Phone 713-988-9988
Fax 956-664-9776 Fax 713-988-9989
CGES Download Computer
444 Scott Dr 11321 Richmond Ave
Suite 106C
Bloomingdale, IL 60108 Houston, TX 77082
Phone 910-543-2437 Phone 888-217-9121
Fax 630-924-6850 Fax 281-870-8355
CPU Data Argon Technologies
1172 Pecan 1531 W IH 30
McAllen, TX 78501 Greenville, TX 75402
Phone 956-631-4477 Phone 903-455-5036
Fax 956-787-1805 Fax 903-455-2115
Apple Computers
Small Business Computer Apple Corp
409 E. Jackson 1846 N Shore Dr
Harlingen, TX 78550 Port Isabel, TX 78587
Phone 956-421-3279 Phone 956-943-3145
Fax 956-421 -3177 Fax 956-943-3144
Apple Computer
P O Box 149116
Austin, TX 78714
Phone 800-800-2775
Fax 512-919-2974
Sun Computers
MSI Sun Microsystems
501 Waller 6034 W Courtyard Dr Suite 200
Austin. TX 78702 Austin, TX 78730
Phone 512-476-6925 Phone 512-346-8761
Fax 512-473-2371 Fax 512-346-8761
Internet Devices
Internet Products
8947 A Complex Dr
San Diego, CA 92123
Phone 888-468-3742
Fax 619-574-4111
Computer Software
December 31, 1997 to December 31, 1998
ACProductivity Software
Computer City QIV Systems
300 W 3rd St Suite 1500 1242 Woodcook Suite 1111
Fort Worth, TX 76102 San Antonio, TX 78228
Phone 817-415-3250 Phone 800-288-4126
Fax 817-415-3350 Fax 210-736-4054
Computerland Dell
115 W Main One Dell Way
Uvalde, TX 78801 Round Rock, TX 78682
Phone 803-278-6665 Phone 800-433-9528
Fax 830-278-1513 Fax 800-433-9528
M&A Technology Micro Solutions
4407 Alpha Rd 1311 E. Hackberry
Dallas TX 75244 McAllen, TX 78501
Phone 972-490-5803 Phone 956-682-1819
Fax 972-490-0616 Fax 956-682-6560
Arlington Computers Wholesale Computers
Parts & Service
2801 E Pioneer Parkway 4610 San Bernardo
Suite 122 Ste B
Arlington, TX 76010 Laredo, TX 78041
Phone 817-649-1968 Phone 956-725-3460
Fax 817-649-2055 Fax 956-725-0133
HB Distribution Ameritel
9630 Clarewood Dr 11120 N Stemmons Frwy
Suite B 1
Houston, TX 77036 Dallas TX 75229
Phone 713-776-4778 Phone 972-484-5491
Fax 713-776-4770 Fax 972-484-5491
The Software Source Foremost Technologies
1750 Brielle A-2 PO Box 3392
Ocean. NJ 07712 Brownsville TX 78532
Phone 732-695-2100 Phone 956-831-4444
Fax 732-695-1070 Fax 956-831-2257
Tangent Computer Download Computer
Airport 11321 Richmond Ave
Suite 106-C
Burlingame, CA 94010 Houston TX 77082
Phone 800-342-9388 Phone 888-217-9121
Fax 650-342-9388 Fax 281-870-8355
D D Computer Warehouse Cimarron
4642 Everhart l830 NASA Road One
Corpus Christi. TX 78411Houston TX 77058
Phone 512-993-5895 Phone 281-335-5840
Fax 512-993-5897 Fax 281-335-5890
Azarat Marketing
2809 Bird Ave Suite 299
Miami FL 33133
Phone 305-285-7297
Fax 305-285-8879
Education Software
Computer City ET&T/Regency
300 W 3rd St Suite 1500 1214 C Stonghollow Dr
Fort Worth, TX 76102 Kingwood, TX 77339
Phone 817-415-3250 Phone 800-419-9119
Fax 817-415-3350 Fax 280-358-7397
Computers at Sunrise Arlington Computers
Mall Parts & Service
5858 2801 E Pioneer Parkway
Suite 122
SPID #37B & # 39, Arilington, TX 76010
TX 78412
Phone 512-994-8887 Phone 817-649-1968
Fax 512-994-8988 Fax 817-649-2055
Wholesale Computers Educational Resources
4610 San Bernardo Ste B 8523 Pioneer Gold
Laredo, TX 78041 San Antonio, TX 78249
Phone 956-725-3460 Phone 800-624-2926
Fax 956-725-0133 Fax 210-684-7670
Ameritel Computer Tutor
11120 N Stemmons Frwy Rt. 1 Box 31 G
Dallas, TX 75229 Farmersville, TX 75442
Phone 972-484-8549 Phone 800-472-0071
Fax 972-484-5491 Fax 903-776-2100
School Visions of Texas
704 Nightingale #8
McAllen, TX 78504
Phone 956-687-3210
Fax 956-782-1019
ILS Software
New Century Jostens
220 Old New Brunswickq 7878 N 16th Suite 100
Picataway, NJ 08854 Pheonix, AZ 85020
Phone 800-833-6232 Phone 800-422-4339
Fax 732-981-0552 Fax 602-230-7034
Small Business Computer ET&T/Regency
409 E. Jackson 1214C Stonghollow Dr
Harlingen, TX 78550 Kingwood, TX 77339
Phone 956-421-3279 Phone 800449-9119
Fax 956-421-3177 Fax 280-358-7397
Computerland Tangent Computer
115 W Main 197 Airport
Uvalde, TX 78801 Burlingame, CA 94010
Phone 803-278-6665 Phone 800-342-9388
Fax 830-278-1513 Fax 650-342-9388
Computer Maintenance
December 31, 1997 to December 31. 1998
Computer Maintenance
Computer City MSI
300 W 3rd St Suite 1500 501 Waller
Fort Worth, TX 76102 Austin, TX 78702
Phone 817-415-3250 Phone 512-476-6925
Fax 817-415-3350 Fax 512-473-2371
QIV Systems Small Business Computer
4242 Woodcook Suite 101 409 F. Jackson
San Antonio, TX 78228 Harlingen, TX 78550
Phone 800-288-4126 Phone 956-421-3279
Fax 210-736-4054 Fax 956-421-3177
CRC Computerland
201 North 15tb 115 W Main
McAllen, TX 78501 Uvalde, TX 78801
Phone 0956-631-2321 Phone 803-278-6665
Fax 956-631-4636 Fax 830-278-1513
Solutions Plus More M&A Technology
4106 N. 22 Suite 3 4407 Alpha Rd
McAllen, TX 78504 Dallas, TX 75244
Phone 956-664-1933 Phone 972-490-5803
Fax 956-664-9776 Fax 972-490-0616
Micro Solutions Computers at Sunrise Mall
1311 E. Hackberry 5858
McAllen, TX 78501 SPID #37B & # 39, TX 78412
Phone 956-682-1819 Phone 512-994-8887
Fax 956-682-6560 Fax 512-994-8988
Wholesale Computers NBA Computer Service
4610 San Bernardo 4017 Frederickburg Rd,
Ste B Suite E
Laredo, TX 78041 San Antonio, TX 78201
Phone 956-725-3460 Phone 210-732-1492
Fax 956-725-0133 Fax 713-732-1495
HB Distribution Ready Smart Systems
9630 Clarewood Dr 801 Quince, Ste 14
Suite B 1
Houston, TX 77036 McAllen, TX 78501
Phone 713-776-4778 Phone 956-686-9518
Fax 713 776-4770 Fax 956-686-9581
Foremost Technologies Tangent Computer
P O Box 3392 197 Airport
Download Computer D D Computer Warehouse
11321 Richmond Ave 4642 Everhart
Suite 106
Houston, TX 77082 Corpus Christi, TX 78411
Phone 888-217-9121 Phone 512-993-5895
Fax 281-870-8355 Fax 512-993-5897
Computer Command McCall Services
708 E. Goodwin 800 N Shoreline
Suite 1100 South
Victoria, TX 77901 Corpus Christi, TX 78401
Phone 800-460-3305 Phone 512-883-2060
Fax 512-576-4259 Fax 512-883-0500
CPU Data
1122 Pecan
McAllen, TX 78501
Phone 956-631-4477
Fax 956-787-1805
Printers and Scanners
Insight Direct MSI
3820 South Harl Ave 501 Waller
Tempe, AZ 85282 Austin, TX 78702
Phone 800-476-4888 X 5151 Phone 512-473-2371
Fax 602-333-3400 Fax 512-473-2371
Compu Connect QIV Systems
777 S. Central Expressway 4242 Woodcook Suite 101
Ste 5D
Richardson, TX 75080 San Antonio, TX 78228
Phone 972-680-3999 Phone 800-288-4126
Fax 972-680-9253 Fax 210-736-4054
Apple Corp CRC
1846 N Shore Dr 201 North 15th
Port Isabel, TX 78587 McAllen, TX 78501
Phone 956-943-3145 Phone 956-631-2321
Fax 956-943-3144 Fax 956-631-4636
Computerland Dell
15 W Main One Dell Way
Uvalde, TX 78801 Round Rock, TX 78682
Phone 803-278-6665 Phone 800-274-7799
Fax 830-278-1513 Fax 800-433-9528
Solutions Plus More M&A Technology
4106 N. 22 Suite 3 4407 Alpha Rd
McAllen, TX 78504 Dallas, TX 75241
Phone 956-664-1933 Phone 972-490-5803
Fax 956-664-9776 Fax 972-490-0616
Computers at Sunrise Wholesale Computers
Mall 5858 4610 San Bernardo Ste 1
SPID #37B & # 39, Laredo, TX 78041
TX 78412
Phone 512-994-8887 Phone 956-725-3460
Fax 512-994-8988 Fax 956-725-0133
Dean Williams Educational Resources
Business Machines
5755 Bonhom Suite 416 8523 Pioneer Gold
Houston, TX 77036 San Antonio, TX 78249
Phone 713-266-3622 Phone 800-624-2926
Arsys Innotech Walks
10518 Harwin Dr 145 Boca C'hie;a
Houston, TX 77036 Bronwnsville, TX; 78520
Phone 713-988-9988 Phone 800-481-0151
Fax 713-988-9989 Fax 956-542-0803
CGES Foremost Technologies
444 Scott Dr PO Box 3392
Bloomingdale, IL 60108 Brownsville, TX 78532
Phone 800-543-2437 Phone 956-831-4444
Fax 630-924-6850 Fax 956-831-2257
Matrix Data Tangent Computer
21555 Drake 197 Airport
Cleveland, OH 44136 Burlingame, CA 94010
Phone 800-456-3325 Phone 800-342-9388
Fax 216-238-4546 Fax 650-342-9388
Apple Computer Download Computer
P O Box 149116 11321 Richmond Ave
Suite 106-C
Austin, TX 78714 Houston, TX 77082
Phone 800-800-2775 Phone 888-217-9121
Fax 512-919-2974 Fax 281-870-8355
Northshore Computer D D Computer Warehouse
Plus
935 Freeport 4642 Everhart
Houston, TX 77015 Corpus Christi, TX 78411
Phone 713-450-2270 Phone 512-993-5895
Fax 713-450-2577 Fax 512-993-5897
Computer Command McCall Services
708 E. Goodwin 800 N Shoreline Suite 1100
South
Victoria, TX 77901 Corpus Christi, TX 78401
Phone 800-460-3305 Phone 512-883-2060
Fax 512-576-4259 Fax 512-883-0500
Genesys CPU Data
1289 Hammerwood Ave 1122 Pecan
SunnyVale, CA 94089 McAllen, TX 78501
Phone 408-541-1800 x 126 Phone 956-631-4477
Fax 408-541-1700 Fax 956-787-1805
Cimmaron Education Access
1830 NASA Road One 295 Santa Ana Ct
Houston, TX 77058 Sunnyvale, CA 94086
Phone 281-335-5840 Phone 800-741-8826 x 3145
Fax 281-335-5890 Fax 800-741-8827
EDUCATION SERVICE CENTER 5
Estimated Value of Contract: $525,000
Scope of Contract: Provider of computer Hardware and
Software.
Region V
Education Service Center
2295 Delaware Street, Beaumont, Texas 77703-4299
(409)838-5555 TDD:(409)835-5168 FAX:(409)833-9755
Telecommunications Device - Deaf
June 26, 1997
Micro-Media Solutions, Inc.
Karla Gonzales
501 Waller
Austin, Texas 78702
Dear Karla Gonzales:
Thank you for submitting a bid for Computer, Peripherals
and Operating
Systems which was opened on June 1 7, 1997. The Region V
Education Service
Center has compiled all of the bid sheets which the
vendors have submitted and
will send a booklet to each of the participating
districts.
We are now asking that you make sure that you send a
minimum of two
catalogs or bound price lists for use in product
selection to each district
Purchasing Departments and Region V Education Service
Center as stated in
the Specific Terms and Conditions of said bid. These
bound documents must be
clearly labeled on front cover with the name of said bid
and date bid is good
through.
Again thank you for submitting a bid and our cooperative
looks forward to
doing business with you as our needs arise.
Sincerely,
_____________________
John Applebach
Business Manager
JA:srv
Attachment - Listing of Participating School Districts
_
Overview
Southwestern Bell Integrated Technologies (SWB IT) is
issuing this Request For Quote
(RFQ) to secure subcontractors on state and/or local basis
to install and maintain for a 3
year period: CSU/DSUs, routers hubs NTl/TAs, printers,
Category 5 wiring and personal computers in rural and metro
areas across the state of Texas. There are approximately
1000 locations across the state that will be installing the
equipment and services described below. The timeline for
this project is January 1998 through March 1999. There are
two designs that will be described below; each will be used
to provide Internet access to schools and public libraries
across the state. Responses are due on 9/1/97at 5:00 P.M.
Scope of Work
Each subcontractor will provide a turnkey cost to SWB for
the installation designs discussed and illustrated below
for
both installation and a three-year on site maintenance
contract. It uril1 be the contractors' responsibility to
coordinate addressing of the network equipment with the end
user customer. Contractor will also be responsible for
extended wiring (if necessary) from the demarcation point
to
the equipment location.
Design #1
This design includes a two port ISDN terminal adapter (TA)
that will be shared by two PCs. Using a port on the TA,
these P'Cs will use Windows NT 4.0 dial-up networking
To connect via a B-channel to an ISP. The NT workstations
will also use a 10Base2 Ethernet LAN to share a printer.
The
printer will be attached to the parallel port of one
workstations and shared via Microsoft Networking to the
other workstation. Each workstation will be configured with
Windows NT Workstation 4.0, Microsoft Internet Explorer
(latest version at time of install), and Norton Anti-virus
for Windows NT (with auto-protect enabled). Further
configuration of the PCs will be according to the forms
in Attachment D. The successful subcontractor(s) will
provide installation of all hardware and software from the
SWB point of demarcation up to and including the PC for
Internet access. SWB will provide all equipment (i.e.,
NT1/TA, PCs, Printer, and Network cables)SWB will ship all
equipment to the work site or to the subcontractor prior to
the installation date. The subcontractor will provide
installation, configuration, testing, documentation, and
any
incidental wiring (plenum rated, if necessary). A sketch of
this design is included as Attachment A. All incidental
hardware will be provided by the contractor (i.e., d-rings.
tie wraps, wire mold, etc.) It will be the contractors'
responsibility to pre-survey and coordinate the
installations of all sites.
Design # 2
Design # 2 is more complicated than design #1. In short it
is a hub site and up to 2 remotes or a hub site plus up to
7
remotes. The HUB Site will use a router to connect to an
ISP
at TI speed. The only difference between the two hub sites
is the upgrade of the router from a Cisco 2524 to a 4500.
The remotes will al1 be the same configuration and
hardware.
The goal of this design is to complete a network-to-
network"
dedicated connection between the local LANs and the
Internet. this will allow all workstations and servers
attached to the local LANs access to the Internet. The hub
site will include a Windows NT Server (acting as a domain
controller, file server and WINS server) and four Windows
N1
Workstations (with Microsoft Internet Explorer -latest
version- and Norton Anti-virus -with auto-protect enabled).
The Server and Workstations will be configured to use
Microsoft Networking over IP. A printer will be attached to
the parallel port of a workstation. The printer wil1 be
shared for use by all other workstations. The remote sites
(up to two or seven depending on router used) will have
two Windows NT workstation5 with similar configurations as
the one at the host, including a local printer to be shared
between the two. Further configuration of the PCs and
workstations will be according to the forms in Attachment
E.
The successful subcontractor(s) will provide installation
of
all hardware and software from the SWB point of demarcation
up to and including the PC for internet access. SWB will
provide all equipment (i.e., CSU/DSU, PCs, Printers, Racks,
Routers! and Network cables) and will ship it to the work
site or to the subcontractor prior to the installation
date.
The subcontractor will provide installation, configuration,
testing and documentation of al1 equipment plus Category 5
wiring from the hub to the information outlet. All wiring
will be certified 100BaseT, category 5, unshielded twisted
pair, plenum rated cabling 1Eis includes patch panels,
wiring, information outlets, and incidental hardware. A
sketch of this design is included in Attachment B for the
2500 router and Attachment C for the 4500 router. It will
bc
the contractors' responsibility to pre-survey and
coordinate
the installations of all sites. All incidental hardware
will
be provided by the contractor (i.e., d-rings, tie wraps,
wire mold, etc.).
Maintenance
The successful subcontractor(s) will be required to provide
a 3 year, next day, on site maintenance package, available
8
hours per day for 5 days per week. This package must
include
a minimum two-hour phone response during hours covered. The
package must also cover all hardware and software. SWB will
maintain the communication lines, however, it may bc
necessary at times for the contractor(s) to assist in
determining the problem is related to hardware/software,
the
telecommunications network, or both. Generally, any trouble
will be referred directly to the subcontractor from the end
user customer. However, SWB may establish a single point
for
all trouble reporting and coordination. If we elect this
option, all trouble dispatches will originate from the
Technical Assistance Center (TAC). It will be the
subcontractor(s)' responsibility to dispatch their own
personnel to close the trouble report and respond to
the TAC SWB will purchase the PCs, Printers, routers, HUBs
and communications equipment with 3year replacement parts
warranty that viill be passed on to the subcontractor.
Paper, print cartridges, and consumables are not included
in
the three-year maintenance.
Conclusion
It is understood that it is almost impossible for one
subcontractor to have a presence across the state. It is
SWB's intent to establish a network of subcontractors to
cover the entire state; therefore, it is extremely
important
that each potential bidder clearly identify their
geographic
area of coverage.
Technical questions may be referred to Rick Reyes on (713)
5674605 or Mark Hajda on (713) 567 vIS00. Contract or
procedural issues may be referred to E]ayne Donahue
Duncan on (713) 567-7680
Bid Sheet
Design # 1
Turn key installation of Design #1 per site $
Includes any incidental wiring
Maintenance of Design # 1 per site $
Design # 2
Turn key network installation of hub site Design # 2 per
site $
Using Cisco 2524 Router
Or
Turn key network installation of hub site Design # 2 per
site $
Using Cisco 4500 Router
Turn key wiring installation of Design # 2 per hub site $_
Turn key remote site installation of Design # 2 per site S
Includes any incidental wiring
Maintenance of Design # 2 per hub site $
Using Cisco 2524 Router
Or
Maintenance of Design # 2 per hub site $
Using Cisco 4500 Router
Maintenance of Design # 2 per remote site $_
Hourly Charge for after hours work (other than M-F 8-5) $
Do you have a Help Desk with toll fee (1-800 number)
access?
YES_ NO_
If Yes;
Three year total charge for Design #1 $
Three year total charge for Design #2 $
-with 2524 router (hub site)
Three year total charge for Design #2 $
-with 4500 router (hub site)
Three year total charge for each remote site in Design $/2
S
Geographic area of the state where you are able to provide
this service, please is list cities, counties, genera] area
you prefer to work, etc Please indicate your preference
below:
Field Trial Agreement No. 970097
FIELD TRIAL AGREEMENT
Southwestern Bell Telephone Company (SMIBT)
a Missouri Corporation
One Bell Center
St. Louis, Missouri 63101
and
Micro Media Solutions, Inc. (MSI) (MSI)
a Texas Corporation
501 Waller Street
Austin, Texas 78702
1NDEX
PREAMBLE 3
TERM 3
ASSIGNMENT 3
BREACH OF AGREEMENT 3
CHOICE OF LAW 3
COMPLAINTS 4
COMPLIANCE WITH LAWS .4
CONFLICT OF INTEREST 4
CURE 4
SWBT'S INFORMATION 4
SWBT'S OBLIGATION 5
EMERGENCY SUPPORT 5
ENTIRE AGREEMENT 6
FORCE MAJEURE 6
INFRINGEMENT 6
INSIGNIA 7
INSURANCE 7
LIABILITY 8
LICENSES 8
NO FIDUCIARY 8
NO PARTNERSHIP 9
NON-EXCLUSIVE MARKET RIGHTS 9
NON WAIVER 9
NOTICES 9
PERFORMANCE 10
PUBLICITY 10
PURCHASE OPTION 10
RELEASES VOID 10
RIGHT OF ACCESS 10
SEVERABILITY 11
SERVICES 11
SUBCONTRACTING 11
MSI'S INFORMATION 11
SURVIVAL OF OBLIGATIONS 11
TAXES 11
TERMINATION 12
WARRANTY 12
WORK HEREUNDER 12
APPENDIX A - NONDISCRIMINATION COMPLIANCE AGREEMENT
APPEyNDIX B - SERVICES
PREAMBLE
SWBT and MSI agree that MSI shall act as SWBT's agent and
furnish to SWBT customers, ADSL Fulfillment services and
Customer Premises Equipment Installation and Maintenance
services, hereinafter referred to as "Services", in
accordance with the terms and conditions and specifications
of this field trial agreement ("Agreement") Services are
outlined in Appendix B, attached hereto by this reference..
This Agreement is formed solely to provide a means for SWBT
to evaluate the potential use of the Service in SWBT's
operating area in the form of a field trial. This Agreement
in no way implies or expresses any purchase of MSI's
services or any future purchase of equipment or services
similar to service furnished by MSI, unless provided for in
a separate written agreement. In consideration of the
mutual
covenants and promises contained herein, the parties agree
as follows:
TERM
This Agreement shall be effective for the duration of the
field trial evaluation which shall begin on October 1, 1997
and shall continue in effect through September 30,
1998 unless earlier terminated as provided for herein.
TERM
Neither party shall assign or otherwise transfer its rights
or obligations under this Agreement except with prior
written consent of the other, said consent not to be
unreasonably withheld; provided, however, SWBT shall have
the right to assign this Agreement to any present or future
affiliate, subsidiary or parent corporation of SWBT
without securing the consent of MSI and may grant to any
such assignee the same rights and privileges SWBT enjoys
under this Agreement. Any attempted assignment not assented
to in the manner as prescribed herein shall be void.
BREACH OF AGREEMENT
In the event MSI shall be in breach or default of any of
the
terms, conditions or covenants of this Agreement, and said
breach or default shall continue for a period of ten (10)
days after the giving of written notice to MSI, thereof,
then in addition to all other rights and remedies at law or
in equity, SWBT shall have the right to cancel this
Agreement at no penalty to SWBT and/or enforce the
provisions set forth in the
PERFORMANCE clause hereof.
CHOICE OF LAW
This Agreement shall be governed by the laws of the state
of
Missouri.
COMPLAINTS
SWBT reserves the right to notify MSI in cases where SWBT
has identified current or potential problem areas
concerning
MSI's SERVICE furnished hereunder.
MSI agrees to accept and acknowledge such notices and to
work with SWBT on a reasonable resolution of such problems.
Notice of the disposition and solution of such problems
shall be provided to SWST within ten (10) days of SWBT's
notification to MSI. Periodic reporting of the status of
such open problems or complaints will be furnished to SWST
by MSI together with a proposed schedule of resolution.
Such
resolution shall not exceed thirty (30) days.
COMPLIANCE WITH LAWS
MSI and all persons furnished by MSI shall comply with the
provision of all applicable federal, state, county and
local
laws, ordinances, regulations and codes (including
identification and procurement of required permits,
certificates, approvals and inspections) in MSI's
performance under this Agreement. MSI further agrees during
the term of this Agreement to comply with all applicable
Executive and Federal regulations as set forth in Appendix
A, Nondiscrimination Compliance Agreement, attached hereto
and made a part of this Agreement. MSI agrees to indemnify
SWBT for any loss or damage sustained because of MSI's
noncompliance.
CONFLICT OF INTEREST MSI represents and warrants that no
officer, employee, or agent of SWBT has been or will be
employed, retained, paid a fee, or otherwise has
received or will receive any personal compensation or
consideration by or from MSI or any of MSI's officers,
employees or agents in connection with the obtaining,
arranging, or negotiation of this Agreement or other
documents or Agreements entered into or executed in
connection herewith.
CURE
SWBT shall not be deemed to be in default under any of the
terms of this Agreement and MSS shall not seek or be
entitled to enforce any remedy for any claimed default,
unless SWBT shall fail to cure or correct said claimed
default within thirty (30) days following receipt of
written
notice by MSI to SWBT of said claimed default.
SWBT'S INFORMATION
Any specifications, drawings, sketches, models, samples,
tools, computer or other apparatus programs, technical or
business information or data, field trial results and/or
reports, written, oral or otherwise (all hereinafter
designated "Information") furnished to MSI under this
Agreement or in contemplation of this Agreement, shall
remain SWBT's property. All copies of such Information in
written, graphic or other tangible form shall be returned
to SWBT at SWBT's request. Unless such Information was
previously known to MSI free of any obligation to keep it
confidential, or has been or is subsequently made
public by SWBT or a third party, it shall be kept
confidential by MSI, shall be used only in performing this
Agreement, and may not be used for other purposes except
such terms as may be agreed upon between MSI and SW13T in
writing.
MSI understands and agrees that any and all field trial
results prepared by SWBT are and shall remain the property
of SWBT and are hereby considered SWBT's Proprietary
Information. Therefore, it shall be SWBT's option, in its
sole discretion, to furnish
MSI copies of such documents or to discuss such documents
with MSI. MSI's use of field trial reports furnished by
SWBT
shall be governed by the provisions of the PUBLICY clause
in
addition to the provisions contained in this clause, SWBT's
INFORMATION.
SWBT'S OBLIGATION
MSI agrees SWBT has no obligation or liability whatsoever
for expenses incurred in the development of MSI's SERVICE
or
to provide MSI with results of SWBT's field
trial evaluation
EMERGENCY SUPPORT
MSI shall provide SWBT with an updated current listing of
MSI's technical support personnel together with after-hours
telephone procedures to contact MSI to correct
out-of-service conditions.
In the event SERVICE provided pursuant to this Agreement
should affect SWBT's ability to provide telecommunications
services to SWBT's subscribers, MSI shall, without charge,
provide field technical personnel to make temporary
modifications and arrangements to mitigate the effects of
out-of-service conditions.
MSI agrees that expenses incurred by SWBT, if any, to
mitigate or correct out-of-service conditions caused by
SERVICE shall be substantiated by SWBT and paid by
MSI.
ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement
between
the parties and shall not be modified or amended except by
a
writing signed by both parties. Estimates furnished by SWBT
shal1 not constitute commitments. The provisions of this
Agreement shall supersede all prior oral and written
quotations, communications, agreements and understandings
of
the parties in respect of the subject matter of this
Agreement.
FORCE MAJEURE
Neither party shall be held responsible for any delay or
failure in performance of any part of this Agreement to the
extent that such delay or failure is caused by fire, flood,
explosion, war, strike, embargo, government requirement,
civil or military authorities, Act of God or by the public
enemy, or other causes beyond the control of MSI or SWBT.
If
any force majeure condition occurs, the party delayed or
unable to perform shall give immediate notice to the other
and the party affected by the other's inability
to perform may elect to;
(a) terminate this Agreement;
(b) suspend this Agreement for the duration of the force
majeure condition; or
(c) resume performance under this Agreement once the force
majeure condition ceases with an option in the affected
party to extend the period of this Agreement up to the
length of time the force majeure condition endured.
Unless written notice is given within thirty (30) days
after
such affected party is notified of the force majeure
condition, (b) shall be deemed selected.
INFRINGEMENT
MSI shall indemnify SWBT for any loss, damage, expense
(including attorney's fees) or liability arising out of any
infringement, or claim of infringement, of any patent,
trademark, copyright, trade secret or other proprietary
interest based on the manufacture, normal or intended use,
installation, lease, sale or resale of SERVICE or
part thereof (including but not limited to, any program,
documentation, services and/or equipment) furnished to SWBT
under this Agreement or in contemplation of this
Agreement.
If SWBT's normal or intended use, installation, lease, sale
or resale of the SERVICE shall be prevented by injunction
or
court order because of any such infringement for which
MSI is responsible, MSI shall, in addition to the above
indemnity, at no expense, loss or darnage to
SWBT: (I) replace such SERVICE with equally suitable
Service
free of infringement; or
(2) modify such SERVICE See of infringement, or (3) by
license or other release from claim of infringement procure
for SWBT's benefit the right to use, install, lease, sell
or resell such SERVICE, or (4) after MSI has demonstrated
its good faith efforts to achieve the foregoing without
success, MSI shall refund to SWBT the full SERVICE
purchase price (less a reasonable amount of use of the
SERVICE) if any.
INSIGNIA
SWBT's Insignia will not be affixed, used or otherwise
displayed on the SERVICE furnished or in connection
therewith without SWBT's written approval.
INSURANCE
With respect to performance hereunder, MSI shall maintain,
at all times during the term of this Agreement the
following
insurance coverage and any additional insurance
and or bonds required by law:
( I ) Workers Compensation Insurance in compliance with the
laws of the state in
which the work is to be performed,
(2) Employers Liability Insurance with minimum limits of
S100,000 for Bodily Injury byaccident, $100,000 for Bodily
Injury by disease per employee and $500,000 for Bodily
Injury by disease policy aggregate;
(3) General Liability Insurance with minimum limits of
$1,000,000 per occurrence for Bodily Injury and Property
Damage arising out of Premises/Operations, $1,000,000
per occurrence Personal Injury and $1,000,000 General
Policy
Aggregate (applicable to Commercial General Liability
Policies), $1,000,000 per occurrence/aggregate for
Products/Completed Operations. Coverage must include
Blanket
Contractual,Independent Contractors Liability and Broad
Form
Property Damage. If general liability is Claims-Made
coverage, retroactive date must be prior to or coincident
with the inception date of the contract and shall not be
advanced during the term of the contract. SWST is to be
named as Additional Insured as respects general liability;
and
if use of motor vehicles is required;
(4) Automobile Liability Insurance with minimum limits of
$1,000,000 per occurrence for Bodily Injury and Property
Damage. Coverage shall extend to all owned, hired, and
non-owned autos. Insurance Companies affording coverage
shall be acceptable to SWBT and have a Best's Rating of
B+VII or better. MSI shall be prepared, prior to the
start of work, to furnish certificates or other adequate
proof of the foregoing insurance, if so requested by SWBT.
SWBT is to be notified in writing at least thirty (30) days
prior to cancellation or any Service change of foregoing
insurance.
LIABILITY
MSI shall indemnify, defend and save harmless SWBT
(including its officers, agents and employees) from and
against any and all liability, loss, damages, costs,
attorneys' fees, or other expense of any kind, which arises
out of any claim or any suit for damages, injunction or
other relief, caused by, resulting from, or in connection
with, the SERVICE or acts or omissions of MSI (including
any
of MSI's, agents or subcontractors but excepting the
negligent acts or omissions solely of SWST) in the
furnishing of SERVICE or in the performance of
services hereunder. This indemnity shall survive the
delivery, inspection or acceptance of SERVICE or
performance
of services hereunder.
MSI agrees to defend SWBT, at SWBT's request, against any
such liability, claim, demand or SWBT. SWBT agrees to
notify
MSI within a reasonable time of any
written claims or demands against SWBT for which MSI is
responsible under this clause.
MSI agrees not to implead or bring any action against SWBT
or SWBT's employees based on any claim by any person for
personal injury or death that occurs in the course
or scope of employment of such person by SWBT and that
arises out of SERVICE or services furnished under this
Agreement.
LICENSES
No licenses, express or implied, under any patents are
granted by SWBT to MSI under this Agreement,
NO FIDUCIARY
The parties hereto recognize and agree that this Agreement
resulted from arms-length bargaining and therefore, that
the
parties owe no fiduciary duty to each other as a
result of this Agreement. The parties have the right to
pursue independently other evaluation agreements outside
the
scopeof this Agreement.
NO PARTNERSHIP
It is not the intent of the patties hereto to form a
partnership, whether express or implied, or general or
limited, as a result of their entering into this Agreement.
Relations between the parties are intended to be governed
by
this Agreement and Interpreted pursuant to the law of
contracts, rather than pursuant to the Missouri
partnership law.
NON-EXCLUSIVE MARKETING RIGHTS
It is expressly understood and agreed that this Agreement
does not grant MSI an exclusive privilege to provide to
SWBT any or all SERVICE of the type described in
this Agreement nor require the purchase of any products
from
MSI by SWBT. It is, therefore, understood that SWBT may
contract with other manufacturers and MSIs for
the procurement or trial of comparable Services.
NON-WAIVER
No course of dealing or failure of either party to strictly
enforce any term, right or condition of this Agreement
shall
be construed as a waiver of such term, right or
condition.
NOTICES
Any notice or demand which under the terms of this
Agreement, or under any statute
must or may be given or made by MSI or SWBT shall be in
writing and shall be given or made by confirmed facsimile
or
similar communication or by certified or registered
mail addressed to therespective parties as shown:
To SWBT To MSI
Name Steve Forrnhals Jose Chavez
Address One Bell Center, 501 Waller
City,State,ZIP St.Louis,MO 63101 Austin,TX 78702
Telephone (314)235-1917 (512)476-692S
Such notice or demand shall be deemed to have been given or
made when sent by confirmed facsimile or other
communication
or when deposited, postage prepaid in the
U.S. mail.
The above addresses may be changed at any time by giving
thirty (30) days prior written notice as above provided.
PERFORMANCE
Consistent with the provisions of the FORCE MAJEURE clause
of this Agreement, MSI, having confirmed and agreed to a
schedule or specific date(s) in the performance
of this Agreement} as outlined in the TERM clause hereof
shall be expected to meet the schedules or date(s)
contained
herein. Expenses incurred by SWBT due to MSI's
nonperformance of Service by committed dates, through no
fault of SWST, shall be substantiated by SWBT and paid by
MSI within thirty (30) days of written notice from
SWBT.
PUBLICITY
MSI shall not advertise, or otherwise make known to others,
any confidential information regarding this Agreement. MSI
further agrees not to use in any advertising or sales
promotion, press releases or other publicity matters any
endorsements, direct or indirect quotes, or pictures
implying endorsement by SBT or any of SWBT's employees
without SWBT's prior written approval. MSI shall submit
to SWBT for written approval, prior to publication, all
publicity matters that mention or display SWBT's name
and/or
marks or contain language from which a connection
to said name and/or marks may be inferred or implied.
PURCHASE OPTION
SWBT may, at SWBT's option, elect to purchase the SERVICE
from MSI at the end of this Agreement under a separate
written agreement at a price to be mutually agreed
upon by SWBT and MSI.
RELEASES VOID
Neither MSI nor SWBT shall require waivers or releases of
any rights from representatives of the other in connection
with visits to MSI and SWBT's respective
premises, and no such releases or waivers shall be pleaded
by MSI or SWBT or third persons in any action or proceeding
RIGHT OF ACCESS
MSI shall normally not be permitted access to SWBT's
facilities in connection with work under this Agreement
and,
however, if access is granted while on SWBT's
premises, shall comply with all plant rules and
regulations,
and where required by government regulations, submit
satisfactory clearance from the U.S. Department of
Defense and other federal authorities concerned. No charge
will be made for such
visits.
SEVERABILITY
If any of the provisions of this Agreement shall be invalid
or unenforceable, such invalidity or unenforceable shall
not
invalidate or render unenforceable the entire
Agreement, but rather the entire Agreement shall be
construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and
obligations of MSI and SWBT shall be construed and enforced
accordingly. However, in the event such provision is
considered essential element of this Agreements MSI
and SWBT shall promptly negotiate a replacement therefor.
SERVICES
Appendix B outlines MSI's responsibilities, is incorporated
herein, and made a part of this Agreement by this reference
and applies to the SERVICE under this Agreement.
SUBCONTRACI ING
MSI shall not, without the prior written consent of SWBT,
subcontract any portion of the work covered by this
Agreement. Subcontracting by MSI shall not relieve M51 of
any responsibilities hereunder and MSI shall remain
responsible for compliance by any subcontractor with all
provisions of this Agreement.
MSI'S INFORMATION
No specifications. drawings, sketches, models, samples,
tools, computer or other apparatus programs, technical
information or data, written, oral or otherwise, furnished
by MSI to SWBT under this Agreement or in contemplation of
this Agreement shall be considered by MSI to be
confidential
or proprietary.
SURVIVAL OF OBLIGATIONS
MSI's obligations under this Agreement which by their
nature
would continue beyond the termination, cancellation or
expiration of this Agreement, including, by way of
illustration only and not limitation, those in the
PERFORMANCE, COMPLIANCE WINI LAWS, NFRINGEMENT, LIABILITY,
RELEASES VOID, SEVERABILITY, SWBT's INFORMAMON, and
WARRANTY clauses shall survive termination,
cancellation or expiration of this Agreement.
TAXES
Federal manufacturer's or retailer's excise and state and
local sales or use taxes, When applicable, shall be paid by
MSI.
TERMINATION
SWBT may terminate this Agreement without penalty in whole
or in part by giving MSI at least thirty (30) days prior
written notice. Upon termination, MSI shall return to
SWBT any equipment or documents that had been provided to
MST.
WARR4KNTY
Seller agrees to perform the SERVICES in a first-class,
workmanlike manner, with care, skill and diligence, and in
accordance with applicable standards currently
recognized by Seller's profession. Seller further agrees to
be responsible for the professional quality, technical
accuracy, completeness and coordination of all reports,
designs, drawings, plans, information, specifications and
other items and SERVICES furnished under this Contract. If
Seller fails to meet applicable professional standards,
Seller will, without additional compensation, correct or
revise any errors or deficiencies in its reports, drawings,
specifications, designs or other items or
SEI?VICES furnished hereunder.
Any replacement, repair, modification, installation, or
other service performed by MSI shall be warranted as herein
provided based upon the date performance of the service
is completed and accepted by SWBT.
WORK HEREUNDER
It is understood that visits by MSI or MSI's
representatives
for inspection, adjustment, or other similar purposes in
connection with SERVICE, shall for all purposes be
deemed "work hereunder" and shall be at no charge to SWBT
unless otherwise agreed in writing with SWBT.
In WITNESS WHEREOF, the foregoing Agreement has been
executed by the parties hereto, in duplicate this 1st day
of
October, 1997.
MSI Accepted: SWBT Accepted:
Micro-Media Solutions, Inc, Southwestern Bell Telephone
Company
By_________________ By_______________________
Name: Jose Chvez Name: Dara Druhe
Title: President Title: Contract Manager
Date:9/24/97 Date: 9/24/97
NONDISDCRIMINATION COMPLIANCE AGREEMENT (SW-9368
Contractor recognizes its responsibility to comply with all
federal and state laws
governing performance of this contract including, but not
limited to: Executive Order
11246,Executive Order 11625,ExecutiveOrder 12138, Section
503 of thc
Rehabilitation Act of 1973 Is amended and the Vietnam Era
Veteran's Readjustment
Assistance Act of 1974.
1. EQUAL EMPLOYMENT OPPORTUNITY DUTIES OF GOVERNMENT
CONTRACTORS (APPLICABLE TO CONTRACTS AND SUBCONTRACTS
EXCEEDING $10,000)
During the performance of this contract, thc contractor
agrees as follows;
(I) The Contractor will not discriminate against any
employee or applicant for employment because of race color,
religion, sex, or national origin. The Contractor
will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment
without regard to their race, color, religion, sex, or
national origin. Such action shall include, but not be
limited to the following Employment, upgrading, promotion,
or transfer, recruitment or recruitment advertising; layoff
or termination; rates of pay or other forms of
compensation;
and selection for training, including apprenticeship. The
Contractor agrees to post in conspicuous places, available
to employees and applicants for employment, notices to
be provided by the Contracting officer setting forth these
provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or
advertisements for employees placed by or on behalf of the
Contractor, state that a11 qualified applicants will
receive
consideration for employment without regard to race, color,
religion, sex or national origin.
(3) The Contractor will send to each labor union or
representative of workers with
which he has a collective bargaining agreement or other
contract or understanding, a notice to be provided by the
agency contracting officer, advising the labor union or
workers' representative of the Contractor's commitments
under section 202 of Executive Order 11246 Of September 24,
1965, and shall post copies of the notice in conspicuous
places available to employees and applicants for
employment.
(4) Thc Contractor will comply with all provisions of
Executive Order 11246 of September 24, 1965, and of the
rules, regulations, and relevant orders of thc Secretary
of Labor.
(5) The Contractor will furnish all information and
reports
required by Executive Order 11246 of September24, 1965, and
by the rules, and regulations, and orders of the Secretary
of Labor, or pursuant thereto, and will permit access to
his
books, records, and accounts by the contracting agency and
the Secretary of Labor for purposes of investigation to
ascertain compliance with such rules, regulations, and
orders
(6) In the event of the Contractor's noncompliance with the
nondiscrimination clauses of this contract or with any of
such rules, regulations, or orders This contract may be
cancelled, terminated or suspended in whole or in part and
the Contractor may be declared ineligible for further
Government contracts in accordance with procedures
authorized in Executive Order 1 1246 of September 24, 1965,
and such other sanctions may be imposed and remedies
invoked
as provided in Executive Order 11246 Of September 24, 1965,
or by rule, regulation, or order of thc Secretary of Labor,
or other vise provided by law
(7) The Contractor will include the provisions of
paragraphs
(I) through (7) in every subcontract or purchase order
unless exempted by rules, regulations, or order of the
Secretary of Labor issued pursuant to action 204 of
Executive Order 11246 of September 24, 1965, so that such
provisions will be binding upon each subcontractor
or vendor. Thc Contractor will take such action with
respect to any subcontract or purchase order as may be
directed by the Secretary of labor as a means of enforcing
such provisions including sanctions for noncompliance:
Provided, however, that in the event the Contractor becomes
involved in, or Is threatened with, litigation with a
subcontractor or vendor as a result of such direction, the
contractor may request the United States to enter into such
litigation to protect the interests of the United States
II. CERTIFICATION OF NON SEGREGATED FACILITIES (APPLICABLE
TO CONTRACTS AND SUBCONTRACTS EXCEEDING $10,000)
I the Contractor certifies that it does not and will not
maintain any facilities it provides
for it's employees in a segregated manner, or permit its
employees to perform their services at any location under
its control where segregated facilities are maintained;
and that it will obtain a similar certification, prior to
the award of any nonexempt
subcontract
III. EMPLOYER INFORMATION REPORT (APPLICABLE IF VALUE OF
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS 50 OR MORE
EMPLOYEES)
Contractor agrees and certifies that it will file complete
and accurate report (EEO-I) per the current instructions
and
file such other compliance reports as may be required
under Executive Order 11246, as amended, end rules and
regulations adopted
thereunder
IV, WRITTEN AFFIRMATIVE ACTION PROGRAM (APPLICABLE IF VALUE
OF CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS 50 OR
MORE
EMPLOYEES)
Contractor will develop an affirmative action compliance
program for each of its establishments as required by 41
C.F.R Part 60-1 .40 and 60 2.
V. CERTIFICATIONS OF COMPLANCE WITH VETERAN
RESPONSIBILITES (APPLICABLE TO CONTRACTS AND SURCONTRACTS
OF
$10,000 OR MORE)
In accordance with the Vietnam Veterans Readjustment
Assistance Act Or 1974 and 41 C P R Part 60250, as amended,
the parties incorporate by reference the Affirmative
Action For Disabled Veterans and Veterans of the Vietnam
Era" clause and such other regulations and contract clauses
required to be made part of government contracts and
subcontracts
VI. EMPLOYMENT OF THE HANDICAPPED (APPLICABLE TO CONTRACTS
AND SUBCONTRACTS OF $2,500 OR MORE)
In accordance with the Rehabilitation Act of 1973, as
amended, Executive Order 11 75S an4 41 C FR, Part 60-741,
the parties incorporate by reference the Affirmative
Action For Handicapped Workers clause and all other
regulations and contract clauses required to be made part
of
government contracts and subcontracts.
VII. UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL
DISADVANTAGED BUSINESS CONCERNS (APPLICABLE WHEN
GOVERNMENT CONTRACT IS EXPECTED TO BE OVER S500,000}
(a) It is the policy of the United States that small
business concerns and small business concerns owned and
controlled by socially and economically disadvantaged
individuals shall have the maximum practicable opportunity
to participate in
performing contracts let by any Federal agency .
(b) The Contractor hereby agrees to carry out this policy
in
the awarding of subcontracts to the fullest extent
consistent with efficient contract performance. The
Contractor further agrees to cooperate in any studies or
surveys as may be conducted by the United States Small
Business Administration or the awarding agency of the
United States as may be necessary to determine the extent
of
the Contractor's compliance with this clause.
(c) As used in this contract the term small business
concern shall mean a small business is defined pursuant to
section 3 of the Small Business Act and relevant
regulations prormulgated pursuant thereto. The term small
business concern owned and controlled by socially and
economically disadvantaged individuals shall mean
small business concern.
(I) Which is at least 51 percent owned by one or more
socially and economically disadvantaged individuals; or in
the case of any publicly owned business at least 51
percent of the stock of which is owned by one or more
socially and economically disadvantaged individuals; and
(2) Whose management and daily business operations are
controlled by one or more of such individuals.
The Contractor shall presume that socially and
economically disadvantaged individuals include Black
Americans, Hispanic Americans, Native Americans, Asian-
Pacific Americans, Asian-Indian Americans and other
minorities or any other individual found to he
disadvantaged
by the Administration pursuant to section 8(a) of
The Small Business Act.
(d) Contractor acting in good faith may rely on written
representations by their subcontractors regarding their
status as either small business concern or a small
business concern owned and controlled by socially and
economically disadvantaged
individuals.
VIII. SMALL BUSINESS AND SMALL DISADVANTAGEDTAGED BUSINESS
SUBCONTRACTING PLAN (IF SUBCONTRACT OF GOVERNMENT
CONTRACT EXCEEDS $500,000)
Contractor will adopt a subcontracting plan similar to the
plan agreed to by Southwestern Bell Telephone Company
IX. UTILIZATION OF WOMEN OWNED SMALL BUSINESSES
Women owned small businesses as used in this clause means
businesses that are at least 5l percent owned by women who
are United States citizens and who also control
and operate the business.
Control as used in this clause means exercising the power
to
make policy decisions.
Operate as used in this clause means being actively
involved
in the day-to-day management of the business.
(b) It is thc policy of the United States that women owned
small businesses shall have the maximum practicable
opportunity to participate in perforing contracts awarded
by
any Federal agency.
(c) The Contractor agrees to use its best efforts to give
women-owned small businesses the maximum practicable
opportunity to participate; in the subcontracts it awards
to
the fullest extent consistent with the efficient
performance of its contract
Field Trial Agreement No. 970097
SERVICES
Program
Objectives: MSI will provide SWBT with high volume ADSL
Fu1fillment services and Customer Premises Equipment
Installation and Maintenance services.
* SWBT's objective is to achieve high customer satisfaction
for deployment of the
ADSL CPE.
Teaming:
ADSL is a new network technology. Successful
implementation of ADSL technology will require strong team
work among SWBT and the MSI. As such, MSI shall provide
a single contact for project management and coordination
activities in all areas of presence d2roughout SWBT's
territories in Arkansas, Kansas, Missouri, Oklahoma and
Texas.
At a future date, SWBT may wish to provide additional
products to be implemented as part of this proposal. MSI
shall promptly indicate its ability to support future
requests.
Market
Opportunity
The SWBT estimate of the potential market for ADSL
CPE installation and maintenance services is between
10,000 and 30,000 sites over the next 18 to 24 months for
business and residential markets. Installation rates of
between 45 and 75 installations per day, throughout
SWBT's territory, are anticipated.
Geographic
Territory
Initially, four wire centers in the Austin area, starting
in the fourth quarter of 1997. Long term, beginning second
quarter 199B, in major metropolitan areas throughout
SWBT's five state territory.
Thirty days from execution of this Agreement, MSI shall
provide information which indicate its geographic
coverage by zip-code.
Program Schedule
MSI shall have processes in place by October 1, 1997 for.
pre-deployment trials. MSI to provide plan on how MSI will
achieve this objective.
MSI shall be prepared to provide fulfillment, Installation
and Maintenance services of ADSL CPE to the market, in
support of SWBT's ADSL roll-out, beginning in
October, 1997.
CPE
MSI to receive CPE as consigned SWBT inventory stock,
stage, provide equipment in pre-packaged installation kits
to send to installers and end customers.
Installation kits are defined in Attachment 4 of this
Appendix.
ADSL CPE has already been pre-selected by SWBT.
Pricing
Information
Pricing is outlined in Attachment 6 of this Appendix. MSI
commits to fixed 2 year fixed pricing, independent of
location beginning in October, 1997 for the following:
Fixed fee, per site, for each of the Installation options
as
identified:
ADSL modem and splitter (outdoor environment ready)
Inside wire
Computer installation of browser software
Installation & configuration of NIC, including
sottware installation
Fixed fee, per site, for each of the Maintenance options
identified:
Next day parts
Next day onsite service
Same Day onsite service
Fixed fee per each requested delivery of pre-packaged
installation kits to end customers upon order request from
SWBT.
Fixed fee, per unit, for delivery of each of the
installation kits as identified, with CPE ADSL modem with
splitter, software, and NIC cards provided by SWBT.
Installation
Installation Scope of Work for installing the ADSL Modern
and splitter, Network Interface Card, and wiring
requirements are defined in Attachments 1, 2, and 3
respectively.
MSI will provide detail information on what their
proposed wiring methodology is for installing the wiring
from the SWBT NID (Network Interface Device) to the ADSL
modem in the residence, when using existing IW
(inside wiring). In cases where existing IW is not
available or Cat 5, a Cat 5 home run, Som NID to ADSL modem
location, will be provided as defined in Attachment 3 of
tbis Appendix.
Installation
Requirements
SWBT will schedule the end customer Installation
appointment dates. SWBT will then communicate
Installation and maintenance schedule to MSI.
MSI normal installation hours shall be Monday through
Friday, 7:30arn to 9:30pm, CST/CDT. MSI to provide
fees for work performed outside normal installation hours.
MSI agrees to provide capabilities for supporting
installations and maintenance on Saturday.
MSI agrees to confirm ability to meet installation
schedules per SWBT's commitment to customer.
MSI agrees to provide plan for making up missed
appointments independent of scheduling rates for new
work.
MS1 agrees to be required to install the oldest
inventoried
equipment first to ensure warranty coverage is maintained.
MSI agrees to be required to maintain records on date of
receipt of equipment by serial number.
Installation
Completion: MSI agrees to complete the individual
customer
installation project upon successful establishment of
either a bi-directional 384/256Kbps or 1.5M/3841tbps ADSL
ATM PVC connection to the Internet or corporate host
Installation and checkout test plan is included as
Attachments 1, 2 and 3.
w
MSI shall ship the installation kits from fulfillment
center
to customers who only want the CPE installation kits, as
identified in Attachment 4 of this Appendix, within five(5)
working days of notification.
Wiring
MSI shall wire the ADSL modem to the ADSL modular
termination jack and shall utilize the cord supplied with
the ADSL modem. (This cord will be two pair, Cat 3 wire
with
RJ14 terminations on both ends, not to exceed 20 feet in
length.) IW from the modular termination jack to the SWBT
NID will be standard 24 or 26 gauge, Cat 3 wiring. Cabling
to and from the PC to the ADSL Modem will be over l0BascT
CAT 3
cable.
MSI shall provide new wiring from the SWBT network
termination point, at the
customers location, to the ADSL Modem as described in
Attachment 3.
Maintenance
MSI will provide a toll-free call center for maintenance
and repair handling including warranty handling.
" WISI shall offer next day parts, same day onsite, next
day
onsite, and 2 day onsite maintenance. Hours of operation
shall be 7:30am to 9:30pm CST/CDT, five (5) days a week
(Monday - Friday),
Installation and
Maintenance MSI shall supply own transportation,
including vehicles, Field Service licensed and insured
drivers, and adequate liability
Requirements insurance.
MSI shall immediately provide each of its own installers
with PC / Mac Laptop with integral Ethernet and/or AFTM NIC
card with SWBT ADSL Project software for testing and
verifying proper operation including ADSL network testing.
MSI shall provide testing software as required by SWBT to
ensure proper operation
of NIC card in PC.
MSI shall provide installers with appropriate tools,
cabling, wiring, identification required to complete
installations and maintenance dispatches on a 97% first
time basis to the scheduled installation date, measured by
dividing the number of first visit installations
successfully.
completed on time by the number of scheduled installations.
MS1 shall submit, a plan demonstrating how MSI intends to
achieve this goal and what measurement tools are proposed
to
monitor status.
MSI shall supply all ancillary parts as required to
support installation.
MS1 shall provide all training to installers and
maintenance personnel.
MSI shall provide a typical test platform at SWBT for each
PC (such as ISA,PC1) or Mac that NIC card is installed with
appropriate operating system software. (such as Windows 3.
1, 3. I 1, or later version, Windows 95, Windows NT.)
MSI shall be responsible for its own inventory and field
logistics system; such systems must be described to
SWBT, and must be adequate to support supplier's field
operation in a manner which meets service level
requirements.
MSI shall have and maintain capability to communicate
by phone, fax, and e-mail.
Installation and
Maintenance MSI shall have the proven resources and
financial Capabilities strength, or demonstrate a plan to
support SWBT in the deployment of the installations
territory-wide in volumes.
MS1 shall indicate the volume of installations and
maintenance levels that MSI can
commit to by zip code on a per-week basis.
MSI shall provide the scope of their coverage by timeline,
both current and planned.
MS1 shall provide toll free end customer telephone
assistance to diagnose potential
service issues and provide, at its expense, delivery, to
the
customer, a unit to replace the unit that is suspect.
MSI shall indicate what its capability to support
installations for multi-language (including. but not
limited
to Spanish, Chinese, Tagalog, Japanese, Vietnamese,
Portuguese, etc.) and hearing impaired customers.
Large Program
Experience MSI shall identify past experience in
fulfilling programs of this scope and magnitude.
MSI shall provide customer references for programs of
similar scope and size.
Project
Management MSI shall provide a Project Manager, assigned
to manage installations for ADSL, for SWBT. he Project
Manager will manage the installation processes and work
with
the end customers, as well as the SWBT ADSL Customer
Service Team, to ensure successful implementations. The
Project Manager shall be responsible for collecting,
maintaining, and assembling all ADSL specific
documentation which will include at a minimum:
" Deployment Plan with timeline, equipment standard
templates, deployment locations, protocols and addressing
as defined by SWBT, an inventory of equipment,
including serial numbers and network installed,
procedures for service calls, and equipment
configurations.
MSI will supply resumes for proposed Project Manager. SWBT
reserves the right to interview and accept or decline any
proposed Project Manager.
Licenses
MSI shall be licensed for residential and business
installations in SWBT's territory. MSI shall have all
required federal, state, county and city licenses to
complete the ADSL installations successfully.
MSI shall meet all building codes as required by city and
counties.
MSI shall comply with all applicable laws, rules and
regulations.
Customer
Satisfaction
End Customer satisfaction is of key concern to SWBT.
SWBT welcomes innovations where methods to increase
customer satisfaction are addressed.
MSI shall provide how MSI intends to provide a safe
installation to the end customer without risk of personal
safety or risk of loss of the end customers personal
property (i.e., hiring and screening programs for new
employees, safety training, etc.).
Tracking and
Reporting
MSI shall provide a tracking and reporting format to track
installation activity by day, week, and month, showing
force to load, and actual schedule performance.
Performance management reporting for volume of
installations and maintenance activities is a mandatory
requirement.
MSI shall provide monthly performance reports that
identify among other items, number and trend of calls,
missed installations, second installations, equipment
failure meets and customer satisfaction levels.
MSI shall provide sample reports, and the methods used to
gather the data upon which these reports are based.
MSI shall specify how each piece of serialized equipment
will bc tracked and identified, and reported to SWBT for
provisioning and warranty tracking purposes
Timelines
MSI shall provide an overall program implementation
timeline.
Subcontracting
MSI shall provide list of potential major sub-contractors
that MSI may use to
implement this project with their qualifications.
SWBT reserves the right to decline the use of any proposed
csub-contractor.
Installation Services
ADSL Modem and Splitter
MSI shall perform the following services in the
installation, configuration and testing of the ADSL 1dodem
and passive splitter. Installation shall include; physical
installation of ADSL modem, connecting to power, attaching
modem to the ADSL network, configuration of ADSL Modem,
installation of operating software, checkout of operation,
and demonstration to customer of connection
Installation crew will call the business customer the day
before the installation is to commence to remind the
customer that the installation is to take place the
following day either in the morning or afternoon.
Configuration
Configuration parameters will be set at the manufacturer's
recommended defaults, or as defined by SWBT. Specific
customer requirements will be accommodated during the
configuration and installation process. MSI will confirm
the
use of web service to ensure ADSL connectivity with the ISP
or corporate location. Fu11 operational testing of all the
parameters of the local software and it's inter-operation
with the ADSL network may be at an additional fee.
Protocol Addressing
Protocol addressing for the customers PC or Mac (NIC) to
allow the ADSL Modems to communicate with the host or
Internet shall be defined by SWBT and will be provided for
in the configuration of the unit. Although the ADSL modem
will support one Internet connection, the installer shall
be
able to support interconnecting to one of 20 different
Internet Service providers script, to be provided by SWBT.
Other specific addressing or configuration requested (i.e.
other Group Address, SNMP, etc.) is the responsibility of
customer to provide.
Physical Placing of Unit
The ADSL modem will be placed as instructed by customer and
may be either wall or desktop mounted. Typical installation
is expected to be desktop mounting. The appropriate
hardware
for each instance will be provided by SWBT. Cables from
unit
to
the 'telco' jack, and AI)SL Modem to terminating equipment
(
for example PC or Mac) will be connected. Appropriate cable
lengths should be ordered and supplied with the unit to be
installed. Power outlets to be provided by customer and
shall be within 5 feet of the ADSL modem.
ADSL Modem Network Testing
Step 1, Configuration Process
1. Ensure PC and ADSL modem powers on
2. Ensure configuration is taken by PC and ADSL modem
3. Ensure ports can be seen by software and are
configurable
Step 2, Test Connection to ADSL WAN Network
1. LAN and phone circuits are active and working properly
2. Network protocol is active
3. Addressing is not causing errors
4. Protocol is up
5. Review for network errors ( lost packets, short frames,
CRC, etc.)
Step 3, Test Other Connections
1. LAN or Serial port is active
2. Protocol is up
3. Addressing is not causing error
Installation Complete
Installation is complete when:
1. ADSL Modem and PC is configured per manufacturer
specifications or other
customer required configuration.
2. ADSL Modem and PC is connected to SWBT network.
3. ADSL Modem and PC has been tested with network service
provided by SWBT (or other carrier as appropriate and
available) and connection with CO end established.
4. ADSL l\4odem and PC operates as per manufacturer
specifications
Installer(s) shall leave behind a customer satisfaction
survey for customer to fill out and mail to SW13T.
Installation Services
Ethernet or ATM 25 Mbps IBM PC Compatible
Network Interface Card (NIC) Installation
MSI will install and configure either a lOBaseT Ethernet
Network Interface Card (N1C) or a 25 Meg ATM NIC card as a
connecting product to the ADSL Network modem. The NIC may
be
either ISA or PCI form factors. The installation includes
opening of the PC or Mac, inserting the NIC and adding the
driver software provided with the NIC. Configuration of the
NIC software is based on a specific PC class with specific
software provided by SWBT to run on a IBM class PC
operating
Windows 95 or Mac running System 7. Other optional
configurations may be defined as part of this RFP in
further
attachments. MSI will develop a specific installation
script
on the installation process to be approved by SWBT.
Customer
must have a minimum configuration as defined by SWBT to
operate with the AD$L network.
Configuration
Configuration parameters will be set at the manufacturer's
recommended defaults for software selectable interrupts and
jumper settings. Specific customer requirements shall be
accommodated during the configuration and installation
process when made available to the onsite MSI technician or
Project Coordinator, as approved by SWBT, prior to
installation. MSI shall load the software in a separate
directory and called up by the software command specified
by
the software.
Physical Placement of Unit
The NIC will be installed in thc desired PC where slots are
available. An appropriate cable for connecting the NIC to
the AOSL modem will be supplied with the unit to be
installed. Additional cables or longer cables, if
appropriate, but not to exceed 20 feet in length, shall be
provided by the installer technician.
Connecting Device Te5ting
Level I Testing:
During configuration process;
1. Ensure PC and NIC powers on properly,
2. Ensure configuration is taken by device
3. Ensure NIC can be seen by software and is configurable
4. Ensure that the NIC can transfer data from the PC to
the
ADSL modem and
network
Installation Complete
NIC Installation is complete when:
1. NIC is configured per manufacturer specifications or
ADSL specific required configuration.
2. NIC is connected to ADSL modem.
3 NIC accepts software drivers and operates as per
manufacturer specifications to the
ADSL modem.
4. PC is able to browse the desired web site successfully
on the ADSL network.
Installer(s) shall leave behind a customer satisfaction
Survey for customer to fill out
mail to SWBT
Inside Wiring
Residential
MSI shall provide, at its expense, new residential wiring
from the ADSL Modem connection to the SWBT network
interface
device (MD) at thc residence.
The MSI shall perform the following: audit the (NAD),
determine which pair is in use for the ADSL connection,
install the ADSL splitter in the NID, or other adjacent
SWBT approved enclosure, per SWBT provided instructions,
ensure conditioning on the pairs, install new telco grade
Cat 3 wire ( 24 gauge) up to 150 feet of telephone
cable to the ADSL modem, provide termination in wall for
ADSL network connection via modular termination jack, place
ADSL modem in properly vented location, and connect the
appropriate cables to the ADSL modem and PC or Mac.
If wiring is performed separately than at time of
installation of ADSL modem or NIC, Installers) shall leave
behind a customer satisfaction survey for customer to fill
out and mail to SWBT.
Business Wiring
Wiring for ADSL in a business environment will follow
SWBT/MSI standard business practices. Before a Proposal is
proposed, MSI shall perform a walk through for
estimating costs to accurately estimate the costs of the
installation.
ADSL Installation Packs
Option 1
MSI will sent Installation Pack to customers who perform
their own ADSL modem installation ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring connections provided if required.) (A
separate splitter enclosure may also be included.)
ISP browser software, as required.
Windows '95, Windows for Workgroups 3. 11,Windows NT 3
.51, Windows NT 4.0 or Mac client software driver stack for
the NIC being used.
. ADSL RJI I or R114 modular termination jack.
ADSL network line interconnection cable to the modern, 6
foot length. 10BaseT cable, 6 foot length.
'How to' instructions guide.
Modem Manual, or other manufacturer's instructions.
. Misc. screws and plastic parts.
100 foot of telco interconnection cable.
Box marked with PB and SWBT logo.
Option 2
MSI will sent Installation Pack to customers who perform
their own ADSL modem and NIC card installation ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring connections provided if required.) (A
separate splitter enclosure may also be included.)
Ethernet NIC with software drivers.
ISP browser software, as required.
Windows '95, Windows for Workgroups 3.11, Windows NT 3
.51, Windows NT 4.0 or Mac client software driver stack for
the NIC being used.
ADSL RJI 1 or R114 modular termination jack.
ADSL network line interconnection cable to the modem, 6
foot length. 1OBaseT cable, 6 foot length.
'How to' instructions guide.
Modem Manual, or other manufacturer's instructions.
Misc. screws and plastic parts.
100 foot of telco interconnection cable.
Box marked with PB and SWBT logo.
Option 3
MSI will send Installation Pack to installers to perform
the
ADSL modem installation
for customers
ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring connections provided if required.) (A
separate splitter enclosure may also be included.)
ISP browser software, as required.
Windows '95, Windows for Workgroups 3.11 ,Windows NT
3.51, Windows NT 4.0 or Mac client software driver stack
for the NIC being used.
ADSL RJ11 or RJ14 modular termination jack.
ADSL network line interconnection cable to the modem, 6
foot length. 10BascT cable, 6 foot length.
Modem Manual, or other manufacturer's instructions, for
customer.
Option 4
MSI will sent Installation Pack to installers who perform
the ADSL modem and NIC card installation for customers
ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring connections provided if required.) (A
separate splitter enclosure may also beincluded.)
Ethernet NIC with software drivers.
ISP browser software, as required.
Windows '9S, Windows for 51Vorkgroups 3.1 I ,Windows NT 3
.51, Windows NT 4.0 Or Mac client software driver stack for
the NIC being used.
ADSL RJ11 or RJ14 modular termination jack.
ADSL network line interconnection cable to the modem, 6
foot length. 10BaseT cable, 6 foot length.
Modem Manual, or other manufacturer's instructions, for
customer.
FULLFILLMENT CENTER
MSI's Fulfillment Center
1. The Fulfillment Center will have all selected ADSL CPE
and installation components readily available for sale to
SWBT customers (i.e. Self-installers), within
5 business days of receipt of an order from SWBT.
2. MSI Fulfillment Center will provide weekly reports to
$WST which track the delivery and servicing of CPE.
3. MSI Fulfillment Center will deliver CPE directly to SWBT
customers or designated installation partners within
intervals determined by SWBT; currently SWBT's
expectation is that S business days would be the maximum
delivery time anywhere in SWBT territory, and delivery
volumes may eventually be greater than 75 ADSL kits
per day.
4. MSI Fulfillment Center will support all warranties,
exchange policies and discount structures offered by the
manufacturer(s) defined by SWBT.
5. MSI Fulfillment Center employees will provide
manufacturer instructions and or any other provided
collateral for CPE use to customers, as required.
6. MSI Fulfillment Center will provide a toll free number
for customer support. The number willbe included in the
CPE:
packaging.
7. MSI will be required to have and/or implement a program
to perform pre-employment screening, bonding, and safety
training prior to having its employees perform services on
behalf of SWBT.
Insta3lation and Maintenance
8, MSI will have the necessary tools) equipment, and
transportation to install ADSL CPE components.
9. MSI will have a logistics system in place to efficiently
receive and distribute CPE to the installer responsible for
the installation within the intervals determined by SWBT.
10. MSI will have a process to adequately handle force to
load issues and scheduling for timely installation of CPE
that customers have selected.
11. MS0's Installation and Maintenance function will
support
all warranties, and exchange policies offered by the
manufacturer(s) selected by SWBT.
12 MSI will provide weekly reports to SWBT which track the
receiving time from thc Fulfillment center, the interval
from receipt of equipment, to the time the customer order
is
completed; and tracking of orders not completed on the
first
visit.
13. MSI will provide customers with instructions on how to
use the ADSL service, and demonstrate to thc customer that
the service is in working order before leaving the
premises.
14. MSI will hand the customer a customer satisfaction
survey to allow the customer to provide feedback to SWBT
concerning the quality of services provided
15. MSI shall provide all CPE components with backup
supplies to each installer.
16. MSI shall provide respond to CPE trouble calls within
the interval period
determined by SWBT. (Currently expected to be 4 hours or
less from receipt of trouble
call, based on a rolling clock. A rolling clock is defined
as any hourly increment being
rounded to the next hour. i.e. a call received at 1:05 PM
will be counted as received at
2:00 PM.)
17. MSI shall provide trained personnel to successfully
install multiple ADSL configurations, and to be able to
handle a multitude of installation variables.
18. MSI will be required to have and/or implement a program
to perform pre-employment screening, bonding, and safety
training prior to having its employees
perform services On behalf of SWBT.
19. MSI will work with SWBT to implement a process to
accommodate language
dependent customers.
20. At SWBT's request, thc MSI Installation and Maintenance
force will make all necessary arrangements to accommodate
hearing impaired customers. This includes,
but is not limited to, the ability to interact with a
Telecommunications Device for the
Deaf (TTY).
21. MSI is required to handle all SWBT geographic regions,
by zip-code (preferred) or by County, for the full range of
installation and maintenance services.
Field Trial Agreement No. 970097
FIELD TRIAL AGREEMENT
Southwestern Bell Telephone Company (SMIBT)
a Missouri Corporation
One Bell Center
St. Louis, Missouri 63101
and
Micro Media Solutions, Inc. (MSI) (MSI)
a Texas Corporation
501 Waller Street
Austin, Texas 78702
1NDEX
PREAMBLE 3
TERM 3
ASSIGNMENT 3
BREACH OF AGREEMENT 3
CHOICE OF LAW 3
COMPLAINTS 4
COMPLIANCE WITH LAWS .4
CONFLICT OF INTEREST 4
CURE 4
SWBT'S INFORMATION 4
SWBT'S OBLIGATION 5
EMERGENCY SUPPORT 5
ENTIRE AGREEMENT 6
FORCE MAJEURE 6
INFRINGEMENT 6
INSIGNIA 7
INSURANCE 7
LIABILITY 8
LICENSES 8
NO FIDUCIARY 8
NO PARTNERSHIP 9
NON-EXCLUSIVE MARKET RIGHTS 9
NON WAIVER 9
NOTICES 9
PERFORMANCE 10
PUBLICITY 10
PURCHASE OPTION 10
RELEASES VOID 10
RIGHT OF ACCESS 10
SEVERABILITY 11
SERVICES 11
SUBCONTRACTING 11
MSI'S INFORMATION 11
SURVIVAL OF OBLIGATIONS 11
TAXES 11
TERMINATION 12
WARRANTY 12
WORK HEREUNDER 12
APPENDIX A - NONDISCRIMINATION COMPLIANCE AGREEMENT
APPEyNDIX B - SERVICES
PREAMBLE
SWBT and MSI agree that MSI shall act as SWBT's agent and
furnish to SWBT customers, ADSL Fulfillment services and
Customer Premises Equipment Installation and Maintenance
services, hereinafter referred to as "Services", in
accordance with the terms and conditions and specifications
of this field trial agreement ("Agreement") Services are
outlined in Appendix B, attached hereto by this reference..
This Agreement is formed solely to provide a means for SWBT
to evaluate the potential use of the Service in SWBT's
operating area in the form of a field trial. This Agreement
in no way implies or expresses any purchase of MSI's
services or any future purchase of equipment or services
similar to service furnished by MSI, unless provided for in
a separate written agreement. In consideration of the
mutual covenants and promises contained herein, the parties
agree as follows:
TERM
This Agreement shall be effective for the duration of the
field trial evaluation which shall begin on October 1, 1997
and shall continue in effect through September 30,
1998 unless earlier terminated as provided for herein.
TERM
Neither party shall assign or otherwise transfer its rights
or obligations under this Agreement except with prior
written consent of the other, said consent not to be
unreasonably withheld; provided, however, SWBT shall have
the right to assign this Agreement to any present or future
affiliate, subsidiary or parent corporation of SWBT
without securing the consent of MSI and may grant to any
such assignee the same rights and privileges SWBT enjoys
under this Agreement. Any attempted assignment
not assented to in the manner as prescribed herein shall be
void.
BREACH OF AGREEMENT
In the event MSI shall be in breach or default of any of
the terms, conditions or
covenants of this Agreement, and said breach or default
shall continue for a period of
ten (10) days after the giving of written notice to MSI,
thereof, then in addition to all other rights and remedies
at law or in equity, SWBT shall have the right to cancel
this Agreement at no penalty to SWBT and/or enforce the
provisions set forth in the PERFORMANCE clause hereof.
CHOICE OF LAW
This Agreement shall be governed by the laws of the state
of Missouri.
COMPLAINTS
SWBT reserves the right to notify MSI in cases where SWBT
has identified current or potential problem areas
concerning MSI's SERVICE furnished hereunder.
MSI agrees to accept and acknowledge such notices and to
work with SWBT on a reasonable resolution of such problems.
Notice of the disposition and solution of such
problems shall be provided to SWST within ten (10) days of
SWBT's notification to MSI. Periodic reporting of the
status of such open problems or complaints will be
furnished to SWST by MSI together with a proposed schedule
of resolution. Such resolution shall not exceed thirty (30)
days.
COMPLIANCE WITH LAWS
MSI and all persons furnished by MSI shall comply with the
provision of all applicable federal, state, county and
local laws, ordinances, regulations and codes (including
identification and procurement of required permits,
certificates, approvals and inspections) in MSI's
performance under this Agreement. MSI further agrees during
the term of this Agreement to comply with all applicable
Executive and Federal regulations as set forth in Appendix
A, Nondiscrimination Compliance Agreement,
attached hereto and made a part of this Agreement. MSI
agrees to indemnify SWBT for any loss or damage sustained
because of MSI's noncompliance.
CONFLICT OF INTEREST MSI represents and warrants that no
officer, employee, or agent of SWBT has been or will be
employed, retained, paid a fee, or otherwise has
received or will receive any personal compensation or
consideration by or from MSI or any of MSI's officers,
employees or agents in connection with the obtaining,
arranging, or negotiation of this Agreement or other
documents or Agreements entered into or
executed in connection herewith.
CURE
SWBT shall not be deemed to be in default under any of the
terms of this Agreement and MSS shall not seek or be
entitled to enforce any remedy for any claimed default,
unless SWBT shall fail to cure or correct said claimed
default within thirty (30) days following receipt of
written notice by MSI to SWBT of said claimed default.
SWBT'S INFORMATION
Any specifications, drawings, sketches, models, samples,
tools, computer or other apparatus programs, technical or
business information or data, field trial results and/or
reports, written, oral or otherwise (all hereinafter
designated "Information") furnished to MSI under this
Agreement or in contemplation of this Agreement, shall
remain SWBT's property. All copies of such Information in
written, graphic or other tangible form shall be returned
to SWBT at SWBT's request. Unless such Information was
previously known to MSI free of any obligation to keep it
confidential, or has been or is subsequently made public by
SWBT or a third party, it shall be kept confidential by
MSI, shall be used
only in performing this Agreement, and may not be used for
other purposes except such terms as may be agreed upon
between MSI and SW13T in writing.
MSI understands and agrees that any and all field trial
results prepared by SWBT are and shall remain the property
of SWBT and are hereby considered SWBT's Proprietary
Information. Therefore, it shall be SWBT's option, in its
sole discretion, to furnish MSI copies of such documents or
to discuss such documents with MSI. MSI's use of
field trial reports furnished by SWBT shall be governed by
the provisions of the PUBLICII Y clause in addition to the
provisions contained in this clause, SWBT's
INFORMATION.
SWBT'S OBLIGATION
MSI agrees SWBT has no obligation or liability whatsoever
for expenses incurred in the development of MSI's SERVICE
or to provide MSI with results of SWBT's field
trial evaluation
EMERGENCY SUPPORT
MSI shall provide SWBT with an updated current listing of
MSI's technical support personnel together with after-hours
telephone procedures to contact MSI to correct
out-of-service conditions.
In the event SERVICE provided pursuant to this Agreement
should affect SWBT's ability to provide telecommunications
services to SWBT's subscribers, MSI shall,
without charge, provide field technical personnel to make
temporary modifications and arrangements to mitigate the
effects of out-of-service conditions.
MSI agrees that expenses incurred by SWBT, if any, to
mitigate or correct out-of-
service conditions caused by SERVICE shall be substantiated
by SWBT and paid by
MSI.
ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement
between the parties and shall not be modified or amended
except by a writing signed by both parties. Estimates
furnished by SWBT shal1 not constitute commitments. The
provisions of this Agreement shall supersede all prior oral
and written quotations, communications, agreements and
understandings of the parties in respect of the subject
matter of this
Agreement.
FORCE MAJEURE
Neither party shall be held responsible for any delay or
failure in performance of any part of this Agreement to the
extent that such delay or failure is caused by fire, flood,
explosion, war, strike, embargo, government requirement,
civil or military authorities, Act of God or by the public
enemy, or other causes beyond the control of MSI or
SWBT. If any force majeure condition occurs, the party
delayed or unable to perform shall give immediate notice to
the other and the party affected by the other's inability
to perform may elect to;
(a) terminate this Agreement;
(b) suspend this Agreement for the duration of the force
majeure condition; or
(c) resume performance under this Agreement once the force
majeure condition ceases with an option in the affected
party to extend the period of this Agreement up to the
length of time the force majeure condition endured.
Unless written notice is given within thirty (30) days
after such affected party is notified of the force majeure
condition, (b) shall be deemed selected.
INFRINGEMENT
MSI shall indemnify SWBT for any loss, damage, expense
(including attorney's fees) or liability arising out of any
infringement, or claim of infringement, of any patent,
trademark, copyright, trade secret or other proprietary
interest based on the manufacture, normal or intended use,
installation, lease, sale or resale of SERVICE or
part thereof (including but not limited to, any program,
documentation, services and/or equipment) furnished to SWBT
under this Agreement or in contemplation of this
Agreement.
If SWBT's normal or intended use, installation, lease, sale
or resale of the SERVICE
shall be prevented by injunction or court order because of
any such infringement for which MSI is
responsible, MSI shall, in addition to the above indemnity,
at no expense, loss or darnage to
SWBT: (I) replace such SERVICE with equally suitable
Service free of infringement; or (2) modify such SERVICE
See of infringement, or (3) by license or other release
from claim of infringement procure for SWBT's benefit the
right to use, install, lease, sell
or resell such SERVICE, or (4) after MSI has demonstrated
its good faith efforts to achieve the foregoing without
success, MSI shall refund to SWBT the full SERVICE purchase
price (less a reasonable amount of use of the SERVICE) if
any.
INSIGNIA
SWBT's Insignia will not be affixed, used or otherwise
displayed on the SERVICE furnished or in connection
therewith without SWBT's written approval.
INSURANCE
With respect to performance hereunder, MSI shall maintain,
at all times during the term of this Agreement the
following insurance coverage and any additional insurance
and or bonds required by law:
( I ) Workers Compensation Insurance in compliance with the
laws of the state in which the work is to be performed,
(2) Employers Liability Insurance with minimum limits of
S100,000 for Bodily Injury
by
accident, $100,000 for Bodily Injury by disease per
employee and $500,000 for Bodily
Injury by disease policy aggregate;
(3) General Liability Insurance with minimum limits of
$1,000,000 per occurrence for Bodily Injury and Property
Damage arising out of Premises/Operations, $1,000,000
per occurrence Personal Injury and $1,000,000 General
Policy Aggregate (applicable to Commercial General
Liability Policies), $1,000,000 per occurrence/aggregate
forProducts/Completed Operations. Coverage must include
Blanket Contractual,Independent Contractors Liability and
Broad Form Property Damage. If general liability is Claims-
Made coverage, retroactive date must be prior to or
coincident withthe inception date of the contract and shall
not be advanced during the term of the
contract. SWST is to be named as Additional Insured as
respects general liability; and if use of motor vehicles is
required;
(4) Automobile Liability Insurance with minimum limits of
$1,000,000 per
occurrence for Bodily Injury and Property Damage. Coverage
shall extend to all
owned, hired, and
non-owned autos. Insurance Companies affording coverage
shall be acceptable to SWBT and have a Best's Rating of
B+VII or better. MSI shall be prepared, prior to the
start of work, to furnish certificates or other adequate
proof of the foregoing insurance, if so requested by SWBT.
SWBT is to be notified in writing at least thirty (30) days
prior to cancellation or any Service change of foregoing
insurance.
LIABILITY
MSI shall indemnify, defend and save harmless SWBT
(including its officers, agents and employees) from and
against any and all liability, loss, damages, costs,
attorneys' fees, or other expense of any kind, which arises
out of any claim or any suit for damages, injunction or
other relief, caused by, resulting from, or in connection
with, the SERVICE or acts or omissions of MSI (including
any of MSI's, agents or subcontractors but excepting the
negligent acts or omissions solely of SWST) in the
furnishing of SERVICE or in the performance of services
hereunder. This indemnity shall survive the delivery,
inspection or acceptance of SERVICE or performance of
services hereunder.
MSI agrees to defend SWBT, at SWBT's request, against any
such liability, claim, demand or SWBT. SWBT agrees to
notify MSI within a reasonable time of any
written claims or demands against SWBT for which MSI is
responsible under this
clause.
MSI agrees not to implead or bring any action against SWBT
or SWBT's employees based on any claim by any person for
personal injury or death that occurs in the course
or scope of employment of such person by SWBT and that
arises out of SERVICE or
services furnished under this Agreement.
LICENSES
No licenses, express or implied, under any patents are
granted by SWBT to MSI under
this Agreement,
NO FIDUCIARY
The parties hereto recognize and agree that this Agreement
resulted from arms-length bargaining and therefore, that
the parties owe no fiduciary duty to each other as a
result of this Agreement. The parties have the right to
pursue independently other evaluation agreements outside
the scope
of this Agreement.
NO PARTNERSHIP
It is not the intent of the patties hereto to form a
partnership, whether express or implied, or general or
limited, as a result of their entering into this Agreement.
Relations between the parties are intended to be governed
by this Agreement and Interpreted pursuant to the law of
contracts, rather than pursuant to the Missouri
partnership law.
NON-EXCLUSIVE MARKETING RIGHTS
It is expressly understood and agreed that this Agreement
does not grant MSI an exclusive privilege to provide to
SWBT any or all SERVICE of the type described in
this Agreement nor require the purchase of any products
from MSI by SWBT. It is, therefore, understood that SWBT
may contract with other manufacturers and MSIs for
the procurement or trial of comparable Services.
NON-WAIVER
No course of dealing or failure of either party to strictly
enforce any term, right or condition of this Agreement
shall be construed as a waiver of such term, right or
condition.
NOTICES
Any notice or demand which under the terms of this
Agreement, or under any statute must or may be given or
made by MSI or SWBT shall be in writing and shall be given
or made by confirmed facsimile or similar communication or
by certified or registered mail addressed to the
respective parties as shown:
To SWBT To MSI
Name Steve Forrnhals Jose Chavez
Address One Bell Center, 501 Waller
City,State,ZIP St.Louis,MO 63101 Austin,TX 78702
Telephone (314)235-1917 (512)476-692S
Such notice or demand shall be deemed to have been given or
made when sent by
confirmed facsimile or other communication or when
deposited, postage prepaid in the
U.S. mail.
The above addresses may be changed at any time by giving
thirty (30) days prior
written notice as above provided.
PERFORMANCE
Consistent with the provisions of the FORCE MAJEURE clause
of this Agreement, MSI, having confirmed and agreed to a
schedule or specific date(s) in the performance
of this Agreement} as outlined in the TERM clause hereof
shall be expected to meet the schedules or date(s)
contained herein. Expenses incurred by SWBT due to MSI's
nonperformance of Service by committed dates, through no
fault of SWST, shall be substantiated by SWBT and paid by
MSI within thirty (30) days of written notice from
SWBT.
PUBLICITY
MSI shall not advertise, or otherwise make known to others,
any confidential information regarding this Agreement. MSI
further agrees not to use in any advertising or sales
promotion, press releases or other publicity matters any
endorsements, direct or indirect quotes, or pictures
implying endorsement by SBT or any of SWBT's employees
without SWBT's prior written approval. MSI shall submit
to SWBT for written approval, prior to publication, all
publicity matters that mention or display SWBT's name
and/or marks or contain language from which a connection
to said name and/or marks may be inferred or implied.
PURCHASE OPTION
SWBT may, at SWBT's option, elect to purchase the SERVICE
from MSI at the end of this Agreement under a separate
written agreement at a price to be mutually agreed
upon by SWBT and MSI.
RELEASES VOID
Neither MSI nor SWBT shall require waivers or releases of
any rights from representatives of the other in connection
with visits to MSI and SWBT's respective premises, and no
such releases or waivers shall be pleaded by MSI or SWBT or
third persons in any action or proceeding
RIGHT OF ACCESS
MSI shall normally not be permitted access to SWBT's
facilities in connection with work under this Agreement
and, however, if access is granted while on SWBT's
premises, shall comply with all plant rules and
regulations, and where required by government regulations,
submit satisfactory clearance from the U.S. Department of
Defense and other federal authorities concerned. No charge
will be made for such
visits.
SEVERABILITY
If any of the provisions of this Agreement shall be invalid
or unenforceable, such invalidity or unenforceable shall
not invalidate or render unenforceable the entire
Agreement, but rather the entire Agreement shall be
construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and
obligations of MSI and SWBT shall be construed and enforced
accordingly. However, in the event such provision is
considered essential element of this Agreements MSI and
SWBT shall promptly negotiate a replacement therefor.
SERVICES
Appendix B outlines MSI's responsibilities, is incorporated
herein, and made a part of this Agreement by this reference
and applies to the SERVICE under this Agreement.
SUBCONTRACI ING
MSI shall not, without the prior written consent of SWBT,
subcontract any portion of the work covered by this
Agreement. Subcontracting by MSI shall not relieve M51 of
any responsibilities hereunder and MSI shall remain
responsible for compliance by any subcontractor with all
provisions of this Agreement.
MSI'S INFORMATION
No specifications. drawings, sketches, models, samples,
tools, computer or other
apparatus programs, technical information or data, written,
oral or otherwise, furnished
by MSI to SWBT under this Agreement or in contemplation of
this Agreement shall be considered by MSI to be
confidential or proprietary.
SURVIVAL OF OBLIGATIONS
MSI's obligations under this Agreement which by their
nature would continue beyond the termination, cancellation
or expiration of this Agreement, including, by way of
illustration only and not limitation, those in the
PERFORMANCE, COMPLIANCE WINI LAWS, NFRINGEMENT, LIABILITY,
RELEASES VOID, SEVERABILITY, SWBT's INFORMAMON, and
WARRANTY clauses shall survive termination,
cancellation or expiration of this Agreement.
TAXES
Federal manufacturer's or retailer's excise and state and
local sales or use taxes, When
applicable, shall be paid by MSI.
TERMINATION
SWBT may terminate this Agreement without penalty in whole
or in part by giving MSI at least thirty (30) days prior
written notice. Upon termination, MSI shall return to SWBT
any equipment or documents that had been provided to MST.
WARR4KNTY
Seller agrees to perform the SERVICES in a first-class,
workmanlike manner, with care, skill and diligence, and in
accordance with applicable standards currently recognized
by Seller's profession. Seller further agrees to be
responsible for the professional quality, technical
accuracy, completeness and coordination of all reports,
designs, drawings, plans, information, specifications and
other items and SERVICES furnished under this Contract. If
Seller fails to meet applicable professional standards,
Seller will, without additional compensation, correct or
revise any errors or deficiencies in its reports, drawings,
specifications, designs or other items or SERVICES
furnished hereunder.
Any replacement, repair, modification, installation, or
other service performed by MSI shall be warranted as herein
provided based upon the date performance of the service is
completed and accepted by SWBT.
WORK HEREUNDER
It is understood that visits by MSI or MSI's
representatives for inspection, adjustment,
or other similar purposes in connection with SERVICE, shall
for all purposes be deemed "work hereunder" and shall be at
no charge to SWBT unless otherwise agreed
in writing with SWBT.
In WITNESS WHEREOF, the foregoing Agreement has been
executed by the parties hereto, in duplicate this 1st day
of October, 1997.
MSI Accepted: SWBT Accepted:
Micro-Media Solutions, Inc, Southwestern Bell Telephone
Company
By_________________ By_______________________
Name: Jose Chvez Name: Dara Druhe
Title: President Title: Contract Manager
Date:9/24/97 Date: 9/24/97
NONDISDCRIMINATION COMPLIANCE AGREEMENT (SW-9368
Contractor recognizes its responsibility to comply with all
federal and state laws governing performance of this
contract including, but not limited to: Executive Order
11246,Executive Order 11625,ExecutiveOrder 12138, Section
503 of thc Rehabilitation Act of 1973 Is amended and the
Vietnam Era Veteran's Readjustment Assistance Act of 1974.
1. EQUAL EMPLOYMENT OPPORTUNITY DUTIES OF GOVERNMENT
CONTRACTORS (APPLICABLE TO CONTRACTS AND SUBCONTRACTS
EXCEEDING $10,000)
During the performance of this contract, thc contractor
agrees as follows;
(I) The Contractor will not discriminate against any
employee or applicant for employment because of race color,
religion, sex, or national origin. The Contractor will take
affirmative action to ensure that applicants are employed,
and that employees are treated during employment without
regard to their race, color, religion, sex, or national
origin. Such action shall include, but not be limited to
the following Employment, upgrading, promotion, or
transfer, recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. The
Contractor agrees to post in conspicuous places, available
to employees and applicants for employment, notices to be
provided by the Contracting officer setting forth these
provisions of this
nondiscrimination clause.
(2) Thc Contractor will, in all solicitations or
advertisements for employees placed by
or on behalf of thc Contractor, state that a11 qualified
applicants will receive consideration for employment
without regard to race, color, religion, sex or national
origin.
(3) The Contractor will send to each labor union or
representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a
notice to be provided by thc agency contracting officer,
advising the labor union or
workers' representative of the Contractor's commitments
under section 202 of Executive Order 11246 Of September 24,
1965, and shall post copies of the notice in conspicuous
places available to employees and applicants for
employment.
(4) Thc Contractor will comply with all provisions of
Executive Order 11246 of September 24, 1965, and of the
rules, regulations, and relevant orders of thc Secretary
of Labor.
(5) The Contractor will furnish all information and
reports required by Executive Order 11246 of September24,
1965, and by the rules, and regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit
access to his books, records, and accounts by the
contracting agency and the Secretary of Labor for purposes
of investigation to ascertain compliance with such rules,
regulations, and
orders
(6) In the event of the Contractor's noncompliance with the
nondiscrimination clauses of this contract or with any of
such rules, regulations, or orders This contract may be
cancelled, terminated or suspended in whole or in part and
the Contractor may be declared ineligible for further
Government contracts in accordance with procedures
authorized in Executive Order 1 1246 of September 24, 1965,
and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 11246 Of September
24, 1965, or by rule, regulation, or order of thc Secretary
of Labor, or other
vise provided by law
(7) The Contractor will include the provisions of
paragraphs (I) through (7) in every subcontract or purchase
order unless exempted by rules, regulations, or order of
the Secretary of Labor issued pursuant to action 204 of
Executive Order 11246 of September 24, 1965, so that such
provisions will be binding upon each subcontractor or
vendor. Thc Contractor will take such action with respect
to any subcontract or purchase order as may be directed by
the Secretary of labor as a means of enforcing such
provisions including sanctions for noncompliance: Provided,
however, that in the event the Contractor becomes involved
in, or Is threatened with, litigation with a subcontractor
or vendor as a result of such direction, the contractor may
request the
United States to enter into such litigation to protect the
interests of the United States
II. CERTIFICATION OF NON SEGREGATED FACILITIES (APPLICABLE
TO
CONTRACTS AND SUBCONTRACTS EXCEEDING $10, 000)
I he Contractor certifies that it does not and will not
maintain any facilities it provides for it's employees in a
segregated manner, or permit its employees to perform their
services at any location under its control where segregated
facilities are maintained; and that it will obtain a
similar certification, prior to the award of any nonexempt
subcontract
III. EMPLOYER INFORMATION REPORT (APPLICABLE IF VALUE OF
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS 50 OR MORE
EMPLOYEES)
Contractor agrees and certifies that it will file complete
and accurate report (EEO-I)
per the current instructions and file such other compliance
reports as may be required
under Executive Order 11246, as amended, end rules and
regulations adopted
thereunder
IV, WRITTEN AFFIRMATIVE ACTION PROGRAM (APPLICABLE IF VALUE
OF
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS 50 OR MORE
EMPLOYEES)
Contractor will develop an affirmative action compliance
program for each of its
establishments as required by 41 C.F.R Part 60-1 .40 and
60 2.
V. CERTIFICATIONS OF COMPLANCE WITH VETERAN
RESPONSIBILITES
(APPLICABLE TO CONTRACTS AND SURCONTRACTS OF $10,000 OR
MORE)
In accordance with the Vietnam Veterans Readjustment
Assistance Act Or 1974 and
41 C P R Part 60250, as amended, the parties incorporate by
reference the Affirmative
Action For Disabled Veterans and Veterans of the Vietnam
Era" clause and such other
regulations and contract clauses required to be made part
of government contracts and
subcontracts
VI. EMPLOYMENT OF THE HANDICAPPED (APPLICABLE TO CONTRACTS
AND SUBCONTRACTS OF $2,500 OR MORE)
In accordance with the Rehabilitation Act of 1973, as
amended, Executive Order 11
75S an4 41 C FR, Part 60-741, the parties incorporate by
reference the Affirmative
Action For Handicapped Workers clause and all other
regulations and contract clauses
required to be made part of government contracts and
subcontracts.
VII. UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL
DISADVANTAGED BUSINESS CONCERNS (APPLICABLE WHEN
GOVERNMENT CONTRACT IS EXPECTED TO BE OVER S500,000}
(a) It is the policy of the United States that small
business concerns and small business
concerns owned and controlled by socially and economically
disadvantaged
individuals shall have the maximum practicable opportunity
to participate in
performing contracts let by any Federal agency .
(b) The Contractor hereby agrees to carry out this policy
in the awarding of
subcontracts to the fullest extent consistent with
efficient contract performance. The
Contractor further agrees to cooperate in any studies or
surveys as may be conducted
by the United States Small Business Administration or the
awarding agency of the
United States as may be necessary to determine the extent
of the Contractor's
compliance with this clause.
(c) As used in this contract the term small business
concern shall mean a small
business is defined pursuant to section 3 of the Small
Business Act and relevant
regulations prormulgated pursuant thereto. The term small
business concern owned
and controlled by socially and economically disadvantaged
individuals shall mean
small business concern.
(I) Which is at least 51 percent owned by one or more
socially and economically
disadvantaged individuals; or in the case of any publicly
owned business at least 51
percent of the stock of which is owned by one or more
socially and economically
disadvantaged individuals; and
(2) Whose management and daily business operations are
controlled by one or more of
such individuals.
The Contractor shall presume that socially and
economically disadvantaged
individuals include Black Americans, Hispanic Americans,
Native Americans, Asian-
Pacific Americans, Asian-Indian Americans and other
minorities or any other
individual found to he disadvantaged by the Administration
pursuant to section 8(a) of
The Small Business Act.
(d) Contractor acting in good faith may rely on written
representations by their
subcontractors regarding their status as either small
business concern or a small
business concern owned and controlled by socially and
economically disadvantaged
individuals.
VIII. SMALL BUSINESS AND SMALL DISADVANTAGEDTAGED BUSINESS
SUBCONTRACTING PLAN (IF SUBCONTRACT OF GOVERNMENT
CONTRACT EXCEEDS $500,000)
Contractor will adopt a subcontracting plan similar to the
plan agreed to by
Southwestern Bell Telephone Company
IX. UTILIZATION OF WOMEN OWNED SMALL BUSINESSES
Women owned small businesses as used in this clause means
businesses that are at
least 5 l percent owned by women who are United States
citizens and who also control
and operate the business.
Control as used in this clause means exercising the power
to make policy decisions.
Operate as used in this clause means being actively
involved in the day-to- day
management of the business.
(b) It is thc policy of the United States that women owned
small businesses shall have
the maximum practicable opportunity to participate in
perforing contracts awarded by
any Federal agency.
(c) The Contractor agrees to use its best efforts to give
women-owned small businesses
the maximum practicable opportunity to participate; in the
subcontracts it awards to
the fullest extent consistent with the efficient
performance of its contract
Field Trial Agreement No. 970097
SERVICES
Program
Objectives: MSI will provide SWBT with high volume ADSL
Fu1fillment services and Customer Premises Equipment
Installation and Maintenance services.
* SWBT's objective is to achieve high customer satisfaction
for deployment of the
ADSL CPE.
Teaming:
ADSL is a new network technology. Successful
implementation of ADSL technology
will require strong team work among SWBT and the MSI. As
such, MSI shall provide
a single contact for project management and coordination
activities in all areas of
presence d2roughout SWBT's territories in Arkansas, Kansas,
Missouri, Oklahoma and
Texas.
At a future date, SWBT may wish to provide additional
products to be implemented
as part of this proposal. MSI shall promptly indicate its
ability to support future
requests.
Market
Opportunity The SWBT estimate of the potential market
for ADSL
CPE installation and maintenance services is between
10,000 and 30,000 sites over the next 18 to 24 months for
business and residential markets. Installation rates of
between 45 and 75 installations per day, throughout
SWBT's territory, are anticipated.
Geographic
Territory Initially, four wire centers in the Austin
area, starting in
the fourth quarter of 1997. Long term, beginning second
quarter 199B, in major metropolitan areas throughout
SWBT's five state territory.
Thirty days from execution of this Agreement, MSI shall
provide information which indicate its geographic
coverage by zip-code.
Program Schedule
MSI shall have processes in place by October 1, 1997
for.
pre-deployment trials. MSI to provide plan on how MSI will
achieve this objective.
MSI shall be prepared to provide fulfillment,
Installation and Maintenance services
of ADSL CPE to the market, in support of SWBT's ADSL roll-
out, beginning in
October, 1997.
CPE
MSI to receive CPE as consigned SWBT inventory stock,
stage, provide equipment
in pre-packaged installation kits to send to installers and
end customers.
Installation kits are defined in Attachment 4 of this
Appendix.
ADSL CPE has already been pre-selected by SWBT.
Pricing
Information Pricing is outlined in Attachment 6 of
this Appendix. MSI
commits to fixed 2 year fixed pricing, independent of
location beginning in October, 1997 for the following:
Fixed fee, per site, for each of the Installation
options as
identified:
ADSL modem and splitter (outdoor environment ready)
Inside wire
Computer installation of browser software
Installation & configuration of NIC, including
sottware installation
Fixed fee, per site, for each of the Maintenance options
identified:
Next day parts
Next day onsite service
Same Day onsite service
Fixed fee per each requested delivery of pre-packaged
installation kits to end
customers upon order request from SWBT.
Fixed fee, per unit, for delivery of each of the
installation kits as identified, with CPE
ADSL modem with splitter, software, and NIC cards provided
by SWBT.
Installation
Installation Scope of Work for installing the ADSL Modern
and splitter, Network
Interface Card, and wiring requirements are defined in
Attachments 1, 2, and 3
respectively.
MSI will provide detail information on what their
proposed wiring methodology is for installing the wiring
from the SWBT NID (Network Interface Device) to the ADSL
modem in the residence, when using existing IW
(inside wiring). In cases where existing IW is not
available or Cat 5, a Cat 5 home
run, Som NID to ADSL modem location, will be provided as
defined in Attachment 3 of this Appendix.
Installation
Requirements
SWBT will schedule the end customer Installation
appointment dates. SWBT will then communicate
Installation and maintenance schedule to MSI.
MSI normal installation hours shall be Monday through
Friday, 7:30arn to 9:30pm, CST/CDT. MSI to provide
fees for work performed outside normal installation hours.
MSI agrees to provide capabilities for supporting
installations and maintenance on Saturday.
MSI agrees to confirm ability to meet installation
schedules per SWBT's commitment to customer.
MSI agrees to provide plan for making up missed
appointments independent of scheduling rates for new
work.
MS1 agrees to be required to install the oldest
inventoried
equipment first to ensure warranty coverage is maintained.
MSI agrees to be required to maintain records on date of
receipt of equipment by serial number.
Installation
Completion:
MSI agrees to complete the individual customer
installation project upon successful establishment of
either a bi-directional 384/256Kbps or 1.5M/3841tbps ADSL
ATM PVC connection to the Internet or corporate host
Installation and checkout test plan is included as
Attachments 1, 2 and 3.
w
MSI shall ship the installation kits from fulfillment
center to customers who only want the CPE installation
kits, as identified in Attachment 4 of this Appendix,
within five(5) working days of notification.
Wiring
MSI shall wire the ADSL modem to the ADSL modular
termination jack and shall
utilize the cord supplied with the ADSL modem. (This cord
will be two pair, Cat 3
wire with RJ14 terminations on both ends, not to exceed 20
feet in length.) IW from
the modular termination jack to the SWBT NID will be
standard 24 or 26 gauge, Cat 3 wiring. Cabling to and from
the PC to the ADSL Modem will be over l0BascT CAT 3
cable. MSI shall provide new wiring from the SWBT network
termination point, at the
customers location, to the ADSL Modem as described in
Attachment 3.
Maintenance
MSI will provide a toll-free call center for maintenance
and repair handling including warranty handling.
" WISI shall offer next day parts, same day onsite, next
day
onsite, and 2 day onsite maintenance. Hours of operation
shall be 7:30am to 9:30pm CST/CDT, five (5) days a week
(Monday - Friday),
Installation and
Maintenance MSI shall supply own transportation,
including vehicles, Field Service licensed and insured
drivers, and adequate liability Requirements insurance.
MSI shall immediately provide each of its own installers
with PC / Mac Laptop with integral Ethernet and/or AFTM NIC
card with SWBT ADSL Project software for testing and
verifying proper operation including ADSL network testing.
MSI shall provide testing software as required by SWBT to
ensure proper operation of NIC card in PC.
MSI shall provide installers with appropriate tools,
cabling, wiring, identification required to complete
installations and maintenance dispatches on a 97% first
time basis to the scheduled installation date, measured by
dividing the number of first visit installations
successfully.completed on time by the number of scheduled
installations.
MS1 shall submit, a plan demonstrating how MSI intends to
achieve this goal and
what measurement tools are proposed to monitor status.
MSI shall supply all ancillary parts as required to
support installation.
MS1 shall provide all training to installers and
maintenance personnel.
MSI shall provide a typical test platform at SWBT for
each PC (such as ISA,PC1) or Mac that NIC card is installed
with appropriate operating system software. (such as
Windows 3. 1, 3. I 1, or later version, Windows 95, Windows
NT.)
MSI shall be responsible for its own inventory and field
logistics system; such systems must be described to
SWBT, and must be adequate to support supplier's field
operation in a manner which meets service level
requirements.
MSI shall have and maintain capability to communicate
by phone, fax, and e-mail.
Installation and
Maintenance
MSI shall have the proven resources and financial
Capabilities strength, or demonstrate a plan to support
SWBT in the
deployment of the installations territory-wide in volumes.
MS1 shall indicate the volume of installations and
maintenance levels that MSI can commit to by zip code on a
per-week basis.
MSI shall provide the scope of their coverage by
timeline, both current and planned.
MS1 shall provide toll free end customer telephone
assistance to diagnose potential service issues and
provide, at its expense, delivery, to the customer, a unit
to replace
the unit that is suspect.
MSI shall indicate what its capability to support
installations for multi-language (including. but not
limited to Spanish, Chinese, Tagalog, Japanese, Vietnamese,
Portuguese, etc.) and hearing impaired customers.
Large Program
Experience
MSI shall identify past experience in fulfilling programs
of this scope and magnitude.
MSI shall provide customer references for programs of
similar scope and size.
Project
Management MSI shall provide a Project Manager,
assigned to manage installations for ADSL, for SWBT. he
Project Manager will manage the installation processes and
work with the end customers, as well as the SWBT ADSL
Customer Service Team, to ensure successful
implementations. The Project Manager shall be responsible
for collecting, maintaining, and assembling all ADSL
specific documentation which will include at a minimum:
" Deployment Plan with timeline, equipment standard
templates, deployment locations, protocols and addressing
as defined by SWBT, an inventory of equipment,
including serial numbers and network installed,
procedures for service calls, and equipment
configurations.
MSI will supply resumes for proposed Project Manager.
SWBT reserves the right to interview and accept or decline
any proposed Project Manager.
Licenses
MSI shall be licensed for residential and business
installations in SWBT's territory. MSI shall have all
required federal, state, county and city licenses to
complete the ADSL installations successfully.
MSI shall meet all building codes as required by city and
counties.
MSI shall comply with all applicable laws, rules and
regulations.
Customer
Satisfaction
End Customer satisfaction is of key concern to SWBT.
SWBT welcomes innovations where methods to increase
customer satisfaction are addressed.
MSI shall provide how MSI intends to provide a safe
installation to the end customer without risk of personal
safety or risk of loss of the end customers personal
property (i.e., hiring and screening programs for new
employees, safety training, etc.).
Tracking and
Reporting
MSI shall provide a tracking and reporting format to
track installation activity by day, week, and month,
showing force to load, and actual schedule performance.
Performance management reporting for volume of
installations and maintenance activities is a mandatory
requirement.
MSI shall provide monthly performance reports that
identify among other items,
number and trend of calls, missed installations, second
installations, equipment failure
meets and customer satisfaction levels.
MSI shall provide sample reports, and the methods used to
gather the data upon
which these reports are based.
MSI shall specify how each piece of serialized equipment
will bc tracked and
identified, and reported to SWBT for provisioning and
warranty tracking purposes
Timelines
MSI shall provide an overall program implementation
timeline.
Subcontracting
MSI shall provide list of potential major sub-contractors
that MSI may use to implement this project with their
qualifications.
SWBT reserves the right to decline the use of any
proposed csub-contractor.
Installation Services
ADSL Modem and Splitter
MSI shall perform the following services in the
installation, configuration and testing
of the ADSL 1dodem and passive splitter. Installation shall
include; physical installation of ADSL modem, connecting to
power, attaching modem to the ADSL network, configuration
of ADSL Modem, installation of operating software, checkout
of operation, and demonstration to customer of connection
Installation crew will call the business customer the day
before the installation is to commence to remind the
customer that the installation is to take place the
following day either in the morning or afternoon.
Configuration
Configuration parameters will be set at the manufacturer's
recommended defaults, or as defined by SWBT. Specific
customer requirements will be accommodated during the
configuration and installation process. MSI will confirm
the use of web service to ensure ADSL connectivity with the
ISP or corporate location. Fu11 operational testing of all
the parameters of the local software and it's inter-
operation with the ADSL network may be at an additional
fee.
Protocol Addressing
Protocol addressing for the customers PC or Mac (NIC) to
allow the ADSL Modems to
communicate with the host or Internet shall be defined by
SWBT and will be provided
for in the configuration of the unit. Although the ADSL
modem will support one Internet connection, the installer
shall be able to support interconnecting to one of 20
different Internet Service providers script, to be provided
by SWBT.
Other specific addressing or configuration requested (i.e.
other Group Address, SNMP, etc.) is the responsibility of
customer to provide.
Physical Placing of Unit
The ADSL modem will be placed as instructed by customer and
may be either wall or desktop mounted. Typical installation
is expected to be desktop mounting. The appropriate
hardware for each instance will be provided by SWBT. Cables
from unit to the 'telco' jack, and AI)SL Modem to
terminating equipment ( for example PC or Mac) will be
connected. Appropriate cable lengths should be ordered and
supplied with the unit to be installed. Power outlets to be
provided by customer and shall be within 5
feet of the ADSL modem.
ADSL Modem Network Testing
Step 1, Configuration Process
1. Ensure PC and ADSL modem powers on
2. Ensure configuration is taken by PC and ADSL modem
3. Ensure ports can be seen by software and are
configurable
Step 2, Test Connection to ADSL WAN Network
1. LAN and phone circuits are active and working properly
2. Network protocol is active
3. Addressing is not causing errors
4. Protocol is up
5. Review for network errors ( lost packets, short frames,
CRC, etc.)
Step 3, Test Other Connections
1. LAN or Serial port is active
2. Protocol is up
3. Addressing is not causing error
Installation Complete
Installation is complete when:
1. ADSL Modem and PC is configured per manufacturer
specifications or other
customer required configuration.
2. ADSL Modem and PC is connected to SWBT network.
3. ADSL Modem and PC has been tested with network service
provided by SWBT (or other carrier as appropriate and
available) and connection with CO end established.
4. ADSL l\4odem and PC operates as per manufacturer
specifications
Installer(s) shall leave behind a customer satisfaction
survey for customer to fill out and mail to SW13T.
Installation Services
Ethernet or ATM 25 Mbps IBM PC Compatible
Network Interface Card (NIC) Installation
MSI will install and configure either a lOBaseT Ethernet
Network Interface Card (N1C) or a 25 Meg ATM NIC card as a
connecting product to ADSL Network modem. The NIC may be
either ISA or PCI form factors. The installation includes
opening of the PC or Mac, inserting the NIC and adding the
driver software provided with the NIC. Configuration of the
NIC software is based on a specific PC class with specific
software provided by SWBT to run on a IBM class PC
operating Windows 95 or Mac running System 7. Other
optional configurations may be defined as part of this RFP
in further attachments. MSI will develop a specific
installation script on the installation process to be
approved by SWBT. Customer must have a minimum
configuration as defined by SWBT to operate with the AD$L
network.
Configuration
Configuration parameters will be set at the manufacturer's
recommended defaults for software selectable interrupts and
jumper settings. Specific customer requirements shall be
accommodated during the configuration and installation
process when made available to the onsite MSI technician or
Project Coordinator, as approved by SWBT, prior to
installation. MSI shall load the software in a separate
directory and called up
by the software command specified by the software.
Physical Placement of Unit
The NIC will be installed in thc desired PC where slots are
available. An appropriate cable for connecting the NIC to
the AOSL modem will be supplied with the unit to be
installed. Additional cables or longer cables, if
appropriate, but not to exceed 20 feet
in length, shall be provided by the installer technician.
Connecting Device Te5ting
Level I Testing:
During configuration process;
1. Ensure PC and NIC powers on properly,
2. Ensure configuration is taken by device
3. Ensure NIC can be seen by software and is configurable
4. Ensure that the NIC can transfer data from the PC to
the ADSL modem and
network
Installation Complete
NIC Installation is complete when:
1. NIC is configured per manufacturer specifications or
ADSL specific required configuration.
2. NIC is connected to ADSL modem.
3 NIC accepts software drivers and operates as per
manufacturer specifications to the ADSL modem.
4. PC is able to browse the desired web site successfully
on the ADSL network.
Installer(s) shall leave behind a customer satisfaction
Survey for customer to fill out
mail to SWBT
Inside Wiring
Residential
MSI shall provide, at its expense, new residential wiring
from the ADSL Modem connection to the SWBT network
interface device (MD) at thc residence.
The MSI shall perform the following: audit the (NAD),
determine which pair is in use for the ADSL connection,
install the ADSL splitter in the NID, or other adjacent
SWBT approved enclosure, per SWBT provided instructions,
ensure conditioning on the pairs, install new telco grade
Cat 3 wire ( 24 gauge) up to 150 feet of telephone cable to
the ADSL modem, provide termination in wall for ADSL
network connection
via modular termination jack, place ADSL modem in properly
vented location, and connect the appropriate cables to the
ADSL modem and PC or Mac.
If wiring is performed separately than at time of
installation of ADSL modem or NIC,
Installers) shall leave behind a customer satisfaction
survey for customer to fill out and
mail to SWBT.
Business Wiring
Wiring for ADSL in a business environment will follow
SWBT/MSI standard business practices. Before a Proposal is
proposed, MSI shall perform a walk through for
estimating costs to accurately estimate the costs of the
installation.
ADSL Installation Packs
Option 1
MSI will sent Installation Pack to customers who perform
their own ADSL modem
installation
ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring
connections provided if required.) (A separate splitter
enclosure may also be included.)
ISP browser software, as required.
Windows '95, Windows for Workgroups 3. 11,Windows NT 3
.51, Windows
NT 4.0 or Mac client software driver stack for the NIC
being used.
. ADSL RJI I or R114 modular termination jack.
ADSL network line interconnection cable to the modern, 6
foot length.
10BaseT cable, 6 foot length.
'How to' instructions guide.
Modem Manual, or other manufacturer's instructions.
. Misc. screws and plastic parts.
100 foot of telco interconnection cable.
Box marked with PB and SWBT logo.
Option 2
MSI will sent Installation Pack to customers who perform
their own ADSL modem
and NIC card
installation
ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring
connections provided if required.) (A separate splitter
enclosure may also be included.)
Ethernet NIC with software drivers.
ISP browser software, as required.
Windows '95, Windows for Workgroups 3.11, Windows NT 3
.51, Windows
NT 4.0 or Mac client software driver stack for the NIC
being used.
ADSL RJI 1 or R114 modular termination jack.
ADSL network line interconnection cable to the modem, 6
foot length.
1OBaseT cable, 6 foot length.
'How to' instructions guide.
Modem Manual, or other manufacturer's instructions.
Misc. screws and plastic parts.
100 foot of telco interconnection cable.
Box marked with PB and SWBT logo.
Option 3
MSI will send Installation Pack to installers to perform
the ADSL modem installation
for customers
ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring
connections provided if required.) (A separate splitter
enclosure may also be included.)
ISP browser software, as required.
Windows '95, Windows for Workgroups 3.11 ,Windows NT
3.51, Windows
NT 4.0 or Mac client software driver stack for the NIC
being used.
ADSL RJ11 or RJ14 modular termination jack.
ADSL network line interconnection cable to the modem, 6
foot length.
10BascT cable, 6 foot length.
Modem Manual, or other manufacturer's instructions, for
customer.
Option 4
MSI will sent Installation Pack to installers who perform
the ADSL modem and NIC
card installation for customers
ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring connections provided if required.) (A
separate splitter enclosure may also be
included.)
Ethernet NIC with software drivers.
ISP browser software, as required.
Windows '9S, Windows for 51Vorkgroups 3.1 I ,Windows NT
3 .51, Windows NT 4.0 Or Mac client software driver stack
for the NIC being used.
ADSL RJ11 or RJ14 modular termination jack.
ADSL network line interconnection cable to the modem, 6
foot length. 10BaseT cable, 6 foot length.
Modem Manual, or other manufacturer's instructions, for
customer.
FULLFILLMENT CENTER
MSI's Fulfillment Center
1. The Fulfillment Center will have all selected ADSL CPE
and installation components readily available for sale to
SWBT customers (i.e. Self-installers), within 5 business
days of receipt of an order from SWBT.
2. MSI Fulfillment Center will provide weekly reports to
$WST which track the delivery and servicing of CPE.
3. MSI Fulfillment Center will deliver CPE directly to SWBT
customers or designated installation partners within
intervals determined by SWBT; currently SWBT's expectation
is that S business days would be the maximum delivery time
anywhere in SWBT territory, and delivery volumes may
eventually be greater than 75 ADSL kits
per day.
4. MSI Fulfillment Center will support all warranties,
exchange policies and discount structures offered by the
manufacturer(s) defined by SWBT.
5. MSI Fulfillment Center employees will provide
manufacturer instructions and or any other provided
collateral for CPE use to customers, as required.
6. MSI Fulfillment Center will provide a toll free number
for customer support. The number willbe included in the
CPE: packaging.
7. MSI will be required to have and/or implement a program
to perform pre-employment screening, bonding, and safety
training prior to having its employees
perform services on behalf of SWBT.
Insta3lation and Maintenance
8, MSI will have the necessary tools) equipment, and
transportation to install ADSL
CPE components.
9. MSI will have a logistics system in place to efficiently
receive and distribute CPE to the installer responsible for
the installation within the intervals determined by SWBT.
10. MSI will have a process to adequately handle force to
load issues and scheduling for timely installation of CPE
that customers have selected.
11. MS0's Installation and Maintenance function will
support all warranties, and exchange policies offered by
the manufacturer(s) selected by SWBT.
12 MSI will provide weekly reports to SWBT which track the
receiving time from thc Fulfillment center, the interval
from receipt of equipment, to the time the customer order
is completed; and tracking of orders not completed on the
first visit.
13. MSI will provide customers with instructions on how to
use the ADSL service, and demonstrate to thc customer that
the service is in working order before leaving the
premises.
14. MSI will hand the customer a customer satisfaction
survey to allow the customer to provide feedback to SWBT
concerning the quality of services provided
15. MSI shall provide all CPE components with backup
supplies to each installer.
16. MSI shall provide respond to CPE trouble calls within
the interval period determined by SWBT. (Currently expected
to be 4 hours or less from receipt of trouble call, based
on a rolling clock. A rolling clock is defined as any
hourly increment being rounded to the next hour. i.e. a
call received at 1:05 PM will be counted as received at
2:00 PM.)
17. MSI shall provide trained personnel to successfully
install multiple ADSL configurations, and to be able to
handle a multitude of installation variables.
18. MSI will be required to have and/or implement a program
to perform pre-employment screening, bonding, and safety
training prior to having its employees perform services On
behalf of SWBT.
19. MSI will work with SWBT to implement a process to
accommodate language dependent customers.
20. At SWBT's request, thc MSI Installation and Maintenance
force will make all necessary arrangements to accommodate
hearing impaired customers. This includes, but is not
limited to, the ability to interact with a
Telecommunications Device for the
Deaf (TTY).
21. MSI is required to handle all SWBT geographic regions,
by zip-code (preferred) or by County, for the full range of
installation and maintenance services.
SOUTHWESTERN BELL
Estimated Value of Contract: $1,200,000
Scope of Contract: Exclusive Contract with
Southwestern
Bell and Hewlett Packard for up to
1,100 high schools. Includes servers,
workstations, cabling and routers.
Indefinite date. Statewide. $1.5
billion is planned for 9 more years.
SUBCONTRACTOR AGREEMENT
Between
Southwestern Bell Telephone Company ("SWBT")
A Missouri Corporation
One Bell Center
St. Louis, Missouri 63101
and
Micro-Media Solutions, Inc. ("Subcontractor"}
A Texas Corporation
501 Waller
Austin, Texas 78702
Table of Contents
INTRODUCTION 2
1. SCOPE OF WORK 2
2. COMPENSATION 2
3. AGREEMENT GOVERNS 2
4. AUTHORITY OF SUBCONTRACTOR 3
5. CONFLICT OF INTEREST 3
6. RISK OF LOSS 3
7. CONTRACTOR'S WARRANTIES 3
8. SUBCONTRACTORS 3
9. COMPLIANCE WITH LAWS 3
10. HARMONY 4
11. PAYMENT TO SUBCONTRACTOR 4
12. RECORDS AND AUDIT 4
13. FORCE MAJEURE 4
14. INTELLECTUAL PROPERTY, PROPRIETARY
INFO./OWNERSHIP OF
DOCUMENTS . 4
15. SUBCONTRACTOR'S STATUS 5
16. INSURANCE 5
17. ADVERTISING AND PUBLICITY 5
18. PAYMENT OF TAXES 6
19. INFRINGEMENT . 6
20. LABOR AND MATERIAL . 7
21. SEVERABILITY. 7
22. NON-WAIVER 7
23. CUMULATIVE RIGHTS AND REMEDIES . 7
24. NOTICES. 7
25. CHOICE OF LAW 7
26. ASSIGNMENT 8
27. LIABILITY 8
28. MODIFICATION TO CONFORM TO LAWS 8
29. NON-EXCLUSIVE DEALING 8
30. TERMINATION 8
31. PLANT AND WORK RULES 9
32. ENTIRE AGREEMENT 9
APPENDIX A - SAMPLE PURCHASE ORDER
APPENDIX B - PRICE SCHEDULE
APPENDIX C - NONDISCRIMINATION COMPLIANCE AGREEMENT
(SW-
9368)
SUBCONTRACTOR AGREEMENT
THIS SUBCONTRACT AGREEMENT (the "Agreement") between
Micro-Media Solutions, Inc. (Subcontractor), a Texas
corporation having its principal offices at 501
Waller, Austin, Texas 78702, and Southwestern Bell
Telephone Company ("SWBT"), a Missouri corporation having
its principal offices at One Bell Center, St. Louis,
Missouri 63101, is for a term beginning on duly 23, 1997
and continuing until August 31, 1999, unless terminated
sooner or extended as provided herein.
INTRODUCTION
WHEREAS, SWBT is in the business of, among other
things, selling telecommunications solutions and services
for it's customers; and WHEREAS, Subcontractor has the
capability of installing and/or maintaining Wide Area
Networks (WANS) (the "Services") and has represented
to SWBT that it is skilled, experienced and knowledgeable
in such business; and
WHEREAS, SWBT desires to contract with Subcontractor
to provide Services and Materials in connection with WAN
Installation and Maintenance (hereinafter defined)
upon which SWBT is or will be performing for it's
Customer; and WHEREAS, the parties desire to agree on terms
pursuant to which Services and Materials will be provided
by SWBT;
NOW, THEREFORE, the parties agree,
1. SCOPE OF WORK Subcontractor will provide
Installation and Maintenance services
as requested by SWBT on SWBT's Purchase Orders in the
form of Appendix A (sample), including but not limited to
Installation and Maintenance of WAN equipment
and networks at the designated rates in CLAUSE 2
COMPENSATION.
GENERAL: Upon receipt of SWBT's Purchase Order (s),
stipulating installation addresses, and equipment to be
installed, the "Subcontractor" shall promptly commence
the installation services to meet SWBT's commitment
to their Customer. Regardless of whether reference is made
to this Agreement, all work performed for SWBT by the
Subcontractor shall be subject to the provisions of
this Agreement unless such work is performed under a
separate written agreement. Where the work requested is not
specifically provided for as provided under Clause 2
Compensation, the price will be as mutually agreed between
the parties, but otherwise the work shall be subject to all
the terms and provisions of this Agreement. SWBT may make
changes in the work by altering, adding to or deducting
from, the work. The Contractor's price shall be adjusted
for such change on the basis of the appropriate work
unit price. No change in the contract price shall be made
for minor changes not involving extra cost. All other
adjustments in the Agreement price by reason of any
change shall be agreed to by the parties. SWBT does not
commit itself to order any specific quantity of work under
this Agreement and may have the same or similar work
performed by its own employees or other contractors; per
NON-EXCLUSIVE DEALING Clause 29.
2. COMPENSATION
SWBT agrees to pay for Services in accordance with
the rates specified in each Purchase Order in accordance
with the Price Schedule set forth in Appendix B attached
hereto and made a part hereof
3. AGREEMENT GOVERNS In the event of any
inconsistency or conflict between the terms of any Order or
any attachment(s) thereto and this Agreement, this
Agreement will govern unless the Order expressly notes the
inconsistency or conflict and expressly
states that the Order will govern. SWBT will have the
right to accept or reject any term in an Order which
conflicts with this Agreement.
4. AUTHORITY OF SUBCONTRACTOR Subcontractor
represents and warrants that it has full power and
authority to enter into this Agreement and perform its
obligations hereunder, and that such performance will not
result in a violation of (i) any applicable statute, law,
ordinance, decree, order, rule or regulation of any
governmental body, (ii) the provisions of Subcontractor's
Articles of Incorporation or Bylaws, or (iii) any
license, franchise, contract, indenture, evidence of
indebtedness, security agreement or other agreement to
which Subcontractor is a party or by which it may be bound.
5. CONFLICT OF INTEREST Each party hereby represents
and warrants that no officer, director, employee or agent
of the other party has been or will be employed,
retained, paid a fee or otherwise has received or
will receive any personal compensation, "kickback" or any
other consideration, whether directly or indirectly, in
connection with or in contemplation of the execution of
this Agreement or any Order.
6. RISK OF LOSS Subcontractor agrees to protect any
Material furnished by SWBT in connection with a Project and
bear the risk of loss or damage thereto upon acceptance
of delivery thereof until the Services are completed
and accepted according to the applicable Order and in
accordance with Clause 7, SUBCONTRACTOR'S WARRANTIES.
However, Subcontractor will not be liable for
damage caused by the negligence or willful act of SWBT,
Customer or for defects in any Material furnished by SWBT.
7. SUBCONTRACTOR'S WARRANTIES Subcontractor warrants
that it is knowledgeable and proficient in performing all
SERVICES required under this Agreement. All SERVICES shall
be performed in a good, workmanlike manner and all
materials furnished by Subcontractor shall be of
first quality unless a different quality is
specified. Subcontractor shall correct at its expense
all defects and deficiencies in the SERVICES which are
discovered within 365 days from the date the SERVICES are
accepted, whether said defects or deficiencies result
from material furnished by Subcontractor or its
subcontractors, or are the result of poor workmanship or
failure to follow the plans drawings or other
specifications made a part of this Agreement, and
notwithstanding that full or partial payment
therefore has been made. Acceptance of the
SERVICES by SWBT shall not constitute a waiver of any
such defects or deficiencies. SWBT, at its option, may
remedy any defects and deficiencies and Subcontractor shall
pay SWBT the cost there.
8. SUBCONTRACTORS Subcontractor may not subcontract
any part of the Services to be performed hereunder without
obtaining SWBT's prior written consent in each
instance. Any installation resulting from Services
performed by a subcontractor prior to the receipt of SWBT's
written approval or which does not comply with industry
standards will be subject to rejection and removal
from the Project site at Subcontractors expense.
Subcontractor will bind any approved subcontractor by
contract to all the terms and conditions of this
Agreement. Further, SWBT will not be liable or incur any
obligation with respect to any subcontractor, nor will any
such approval relieve Subcontractor from any responsibility
or liability for the full performance of this Agreement or
any accepted Order(s), including, without limitation,
Services performed by any such subcontractor.
9. COMPLIANCE WITH LAWS Subcontractor agrees to
comply with the provisions of the Fair Labor Standards Act,
the Occupational Safety and Health Act, and all other
applicable federal, state, county and local laws,
ordinances, regulations and codes (including the
identification and procurement of required
permits, certificates, approvals and inspections) in
Subcontractor's performance under this Agreement.
Subcontractor further agrees, during the term of this
Agreement, to comply with all applicable Executive and
Federal regulations as set forth in Form SW9368, a copy of
which is attached hereto as Appendix C and incorporated
herein. Subcontractor will defend, indemnify and hold SWBT
harmless from and against any loss, liability, damage or
expense (including attorneys' fees and court costs)
sustained by SWBT because of Subcontractors noncompliance
herewith
Southwestern Bell Telephone
10. HARMONY Subcontractor will undertake such actions
as are necessary to insure that all of its agents,
employees, suppliers and subcontractors interact and
interface with all agents, employees, subcontractors and
consultants of SWBT and any other contractors or entities
working or present at a Project location in a harmonious
and fully cooperative manner. Subcontractor will schedule
and coordinate the performance of the Services with the
work of SWBT and any other consultants or contractors
retained by SWBT.
11. PAYMENT TO SUBCONTRACTOR Subcontractor's request
for payment will detail the specific Services billed
referencing SWBT's Purchase Order and bear the
signature of Subcontractor's duly authorized
representative, certifying Subcontractor's
completion of the Services. SWBT reserves the right
to verify that Subcontractor's performance is in accordance
with the requirements of the Purchase Order and the
provisions of Clause 7 hereof, SUBCONTRACTOR'S WARRANTIES,
prior to accepting Subcontractor's Services. Payment will
be made net thirty (30) days after SWBT's receipt of
Subcontractor's invoice.
12. RECORDS AND AUDIT Subcontractor agrees that it
will:
(a) Maintain complete and accurate records of all amounts
billable to and payments made by SWBT hereunder in
accordance with standard recognized accounting
practices. (b) Retain such records
and reasonable billing detail for a period of three
(3)
years from the date of final
payment for Services. (c) Provide reasonable
supporting documentation to SWBT
concerning any disputed invoice amount within thirty
(30)
calendar days after receipt of written notification of such
dispute. (d) Permit SWBT, through its accredited
representatives, to inspect and audit during normal
business hours the time and material
charges invoiced to SWBT hereunder. Should SWBT
request an audit, Subcontractor will make available any and
all pertinent records and
files.
13. FORCE MAJEURE Neither party will be held
responsible for any delay or failure In performance of any
part of this Contract to the extent that such delay or
failure is
caused by fire, flood, explosion, war, strike,
embargo, government requirement, civil or
military authorities, Act of God, public enemy, acts
or omissions of carriers, or other
causes beyond the control of Subcontractor or SWBT.
If any force majeure condition
occurs, ("Condition") the party delayed or unable to
perform will give immediate notice
to the other party and the notified party may elect
to:
(a) Terminate this Contract or any
Order or part of either as to Services not already
performed. (b) Suspend this Contract
for the duration of the Condition, buy or sell
elsewhere Services to be bought or sold
hereunder, and deduct from any commitment the
quantity bought or sold or for which
such commitments have been made elsewhere. (c) Resume
performance once the Condition ceases with an option in the
notified party
to extend the term of this Contract
up to the length of time the Condition endured.
Unless written notice to the contrary is given within
thirty (30) days after such notified
party is notified of the Condition, option (b) above
will be deemed selected,
14. INTELLECTUAL PROPERTY, PROPRIETARY INFORMATION
AND OWNERSHIP OF DOCUMENTS Both parties acknowledge and
agree that all patents, copyrights, trademarks, trade-
names, proprietary
information, trade secrets, documents,
materials, products, programs, concepts, drawings,
plans, technology, designs, methodologies, formulae,
specifications, information, samples, models, calculations,
hardware, software and the like belonging to one
party, whether tangible or intangible and whether written
or oral (collectively, the "Information"), which have or
may come into the possession or knowledge of the other
party, constitute or consist of confidential
and proprietary information and/or trade secrets, the
disclosure of which will cause serious harm and damage to
the disclosing party. Accordingly, each party agrees that
it will protect all Information received from the other
party (the "Disclosing Party") with the same degree of care
and confidentiality that it uses to protect its own
proprietary and confidential information and will not make
any use thereof other than in connection
with the activities contemplated by this Agreement.
Each party further agrees that, in the event that it is
required by a judicial or administrative body to furnish
Information
regarding
Southwestern Bell
14. INTELLECTUAL PROPERTY, PROPRIETARY INFORMATION
AND OWNERSHIP OF DOCUMENTS (continued) this or any Order,
it will notify the Disclosing Party immediately and assist
the Disclosing Party, at the Disclosing Party's expense,
in protecting the Information.
All Information will remain the property of the
Disclosing Party and will be returned to
that party upon request. Neither party will
appropriate any Information for its own use.
Upon the termination of this Agreement or any
Order(s), each party will return all
Information to the Disclosing Party or destroy same
if so
directed.
15. SUBCONTRACTOR'S STATUS Neither Subcontractor nor
its employees, agents or representatives are employees,
servants, partners or joint ventures of or with SWBT.
Subcontractor is in all respects an independent
Subcontractor and will at all times direct, control and
supervise all of its employees,
agents and representatives and their
respective activities.
All persons working for or furnished by Subcontractor
in connection with the performance of Subcontractor's
obligations hereunder, including without imitation
agents, employees, suppliers and subcontractors, will
be under the exclusive control and supervision of
Subcontractor who will be solely responsible and liable for
the compliance of all such persons and firms with, and
their observance of, this Agreement, Orders and all
federal, state and local statutes, laws, regulations,
rules, ordinances, orders and codes (collectively, the
"Laws"), including without limitation those Laws
regarding working conditions, hours of work,
compensation, workers' compensation, Immigration Reform and
Control Act requirements and payment of all taxes
(including without limitation unemployment, social security
and
other payroll taxes) and contributions to pension or
retirement plans or
programs.
16. INSURANCE With respect to performance hereunder,
Subcontractor agrees to maintain, at all times during the
term hereof the following insurance coverage and any
additional insurance and/or bonds required by law:
(a) Workers' Compensation insurance with benefits
afforded under the laws of the state
in which the work is to be performed.
(b) Employer's Liability insurance with minimum
limits of $100,000 for bodily injury
by accident,$100,000 for bodily injury by disease per
employee and $500,000 for bodily injury by
disease policy aggregate.
(c)General Liability insurance with the minimum
limits of $1,000,000 per occurrence
for bodily injury and property damage arising out of
Premises/Operations, $1,000,000 per
Occurrence Personal Injury and $1,000,000 General Policy
aggregate (applicable to Commercial
General Liability Policies), and $1,000,000 per
occurrence/aggregate for Products/Completed
Operations. Coverage must include Blanket
Contractual, Independent Subcontractor's
Liability and Broad Form Property Damage and name SWBT as
an "Additional Insured."
(d) If use of motor vehicles is required, Automobile
Liability insurance with minimum
limits of$1,000,000 per occurrence for bodily injury and
property damage, which coverage will
extend to all owned, hired and non-owned autos.
Insurance companies affording coverage hereunder must
have
a
Best's Rating of B+VII
or better.
Upon SWBT's request, Subcontractor agrees to furnish
certificates or other acceptable proof of the foregoing
insurance which will provide for SWBT to be notified in
writing at least thirty (30) days prior to cancellation of
or
any material change in any of the insurance evidenced
thereby.
17. ADVERTISING AND PUBLICITY Subcontractor agrees
not to use in any advertising or sales promotion, press
releases or other publicity matters any endorsements,
direct or indirect quotes, or pictures implying endorsement
by SWBT or any of its employees without SWBT's prior
written approval.
Subcontractor further agrees to submit to SWBT for written
approval, prior to publication, all publicity matters that
mention or display SWBT's name and/or
marks or contain language from which a connection to said
name and/or marks may be
referred
or implied.
Southwestern Bell Telephone
18. PAYMENT OF TAXES In the event that SWBT is liable
under federal law for excise taxes or under state or local
law for sales taxes collected by Subcontractor on the
Services or Material provided hereunder,
Subcontractor will bill such taxes as separate items,
listing each tax jurisdiction involved. SWBT will have the
right to require Subcontractor to contest with the imposing
jurisdiction, at SWBT's expense, any taxes or assessments
which SWBT may deem to be improperly levied. Subcontractor
agrees to furnish to SWBT statements evidencing that taxes
and assessments for which SWBT is responsible hereunder
have been paid.
19. INFRINGEMENT Subcontractor agrees to indemnify
and hold
SWBT harmless from and against any loss, liability, damage
or expense (including increased damages for willful
infringement, punitive damages, attorneys' fees and court
costs) that may result by reason of any infringement, or
claim of infringement, of any trade secret, patent,
trademark, copyright or other proprietary
interest of any third party based on the normal use or
installation of any Material, Software,
Documentation, program or Services furnished to SWBT
hereunder, except to the extent that such claim arises from
Subcontractor's compliance with SWBT's detailed
instructions for which SWBT agrees to indemnify
Subcontractor. Such exception will not, however, include:
(a) Merchandise available on the open market or the
same as such merchandise.
(b) Items of Subcontractor's origin, design of
selection.
Subcontractor warrants that it has made reasonable
independent investigation (including obtaining legal
opinions) to determine the legality of its right to produce
and sell the Material/Equipment/Services provided herein
.
If an injunction or order is obtained against SWBT's
use of any Material, Software, Documentation, program or
Services, or if in Subcontractor's opinion any Material,
Software, Documentation, program or Service is likely
to become the subject of a claim of infringement,
Subcontractor will, at its expense:
(i) Procure for SWBT the right to continue using the
Material, Software, Documentation, program or
Service; or
(ii) After consultation with SWBT, replace or modify
the Material, Software, Documentation, program or Service
to make it a substantially similar functionally equivalent,
non-infringing Material, Software, Documentation, program
or Service.
If the Material, Software, Documentation, program or
Service is purchased or licensed and neither (I) or (ii)
above is possible, SWBT may cancel the applicable Purchase
Order and require Subcontractor to remove such Material,
Software, Documentation, program or Service from SWBT's
customer location and refund any charges paid therefor to
SWBT In no event will SWBT be liable to Subcontractor for
any charges after the date that
SWBT no longer uses the Material, Software, Documentation,
program or Service because of actual or claimed
infringement.
Each party hereto agrees to defend or settle, at its
own expense, any action or suit
against the other party hereto for which it is
responsible under this clause. Each party
further agrees to notify the other party promptly of
any claim of infringement for which
the other party is responsible hereunder and
cooperate in every reasonable way to
facilitate the defense thereof.
in the event that Subcontractor, after notification
of any claim for which Subcontractor
is responsible, does not assume the defense of such
action, Subcontractor will reimburse SWBT for all of its
costs incurred in the defense of the claim, including, but
not limited to attorneys' fees and interest on Suct1
Buyer's payment of said amounts
from the date of SWBT's payment of said amounts.
Southwestern Bell Telephone
20. LABOR AND MATERIAL Subcontractor will furnish all
supervision, labor, tools, power, transportation, Material
and supplies specified in a Purchase Order except any
items specifically listed as being furnished by SWBT
or others. It is Subcontractor's duty to inspect all Labor
and Material furnished by Subcontractor in connection with
the Services, and to report all defects of which
Subcontractor becomes aware in the performance of the
Services.Such inspection will include, without limitation,
inspection for defects which could cause property damage or
personal injury. Subcontractor will not use any Material,
or permit it to be incorporated into the Services,which is
defective or which would otherwise result in
an unreasonable risk of harm to persons or property.
21. SEVERABILITY If any provision of this Agreement
is determined to be invalid such invalidity will not
invalidate the entire Agreement, but rather the entire
Agreement will be construed as if it did not contain the
particular invalid provision(s) and the rights
and obligations of SWBT and Subcontractor will be
construed accordingly.
22. NON-WAIVER No course of dealing or failure of
either party to strictly enforce any term, right or
condition hereof will be construed as a waiver of such
term, right or condition. The waiver by SWBT in one
instance of any default of Subcontractor hereunder will not
be deemed a waiver of any other default of Subcontractor.
The express provision herein for certain rights and
remedies of SWBT are in addition to any other legal and
equitable rights and remedies to which SWBT would otherwise
be entitled.
23. CUMULATIVE RIGHTS AND REMEDIES The various
rights, options, and remedies contained herein will be
construed as cumulative and no one of them will be
exclusive of any others, or of any other legal or equitable
remedy which either party might otherwise have in the event
of a breach or default in the performance of the terms,
conditions, covenants and agreements set forth herein, and
the exercise of one right or remedy by either party will
not impair or waive its rights to any other right or
remedy.
24. NOTICES
Any notice or demand which under the terms hereof
must or may be given or made by
SWBT or Subcontractor will be in writing and given or
made by facsimile, or similar
communication or by certified or registered mail,
return receipt requested, addressed to
the respective parties as shown:
(a) If to Subcontractor: Micro-Media Solutions, Inc.
501 Waller
Austin, Texas 78702
Attn.: Jose Chavez
(b) If to SWBT: Southwestern Bell Telephone Company
712 E. Huntland, Rm. 107 Austin, Texas 78752
Attn.: Manager Purchasing
(c) If to SWBT: Southwestern Bell Telephone Company
712 E. Huntland, Rm. 107 Austin, Texas 78752
Attn.: Senior Systems Integrator
Such notice or demand will be deemed to have been
given or made when sent, if sent by facsimile, or similar
communication, or when deposited, postage prepaid, in the
US mail. The above addresses may be changed at any time
by giving thirty (30) days' prior written notice as above
provided.
25. CHOICE OF LAW This Agreement will be governed by
the laws of the State of Texas.
Southwestern Bell Telephone
26. ASSIGNMENT Neither party hereto may assign,
subcontract or otherwise transfer its rights or obligations
under this Agreement except with the prior written consent
of the other party which consent will not be unreasonably
withheld; provided, however SWBT will have the right to
assign this Agreement to any present or future affiliate
subsidiary or parent corporation, without securing the
consent of Subcontractor, and may grant to any such
assignee the same rights and privileges SWBT enjoys
hereunder. Any attempted assignment not assented to in the
manner prescribed herein, except an assignment confined
solely to moneys due or to become due, will be void. It is
expressly agreed that any assignment of moneys will be void
if (a) Subcontractor fails to give SWBT at least thirty
(30) days' prior written notice thereof, or
(b) such assignmel1t attempts to impose upon SWBT
obligations to the assignee in addition to the payment of
such moneys or preclude SWBT from dealing solely and
directly with Subcontractor in all matters pertaining
hereto including the negotiation of amendments or
settlements of charges due.
27. LIABILITY Subcontractor agrees to indemnify,
defend and save SWBT harmless (including its officers,
directors, agents and employees) from and against any and
all liability, loss, damage or expense (including
attorneys' fees and court costs) incurred by
SWBT in connection with any claim, demand or suit
caused by, arising from, or attributable to the Material or
Services provided by Subcontractor or the acts or omissions
of Subcontractor (including any of its suppliers,
agents or subcontractors) but excepting
the negligent acts or omissions solely of SWBT in
furnishing the Material or performing Services. This
indemnity will survive the delivery, inspection and
acceptance of Material or performance of Services
hereunder. SWBT agrees to promptly notify Subcontractor of
any claim or demand for which Subcontractor is or may be
responsible hereunder.
Subcontractor agrees not to implead or bring any
action against SWBT or SWBT's employees based on any claim
for personal injury or death that occurs in the course or
scope of employment of any person by SWBT arising out
of Material or Services furnished hereunder.
28. MODIFICATION TO CONFORM TO LAWS This Agreement
and
SWBT's
obligations hereunder will be subject to all
applicable
laws, court orders, rules and
regulations (collectively, "LAWS") including, by way
of
illustration and not limitation, to
the 1996 Telecommunications Act. In the event this
Agreement, or any of the provisions
hereof or the operations contemplated hereunder, are
found
to be inconsistent with or
contrary to any Laws, the latter will be deemed to
control
and, if commercially
practicable, this Agreement will be regarded as
modified accordingly and will continue in
full force and effect as so modified. If such
modified Agreement is not commercially
practicable, in the opinion of either party, then the
parties agree to meet promptly and
discuss any necessary amendments or modifications to
this Agreement. If the parties are
unable to agree on necessary amendments or
modifications in order to comply with any
Laws, then this Agreement may be terminated
immediately by either party. In the event of
such termination, Customer will pay SWBT all amounts
due for SERVICES and MATERIAL provided hereunder by SWBT
up to and including the effective date of termination.
29. NON-EXCLUSIVE DEALING It is expressly understood
and agreed that this Agreement does not grant
Subcontractor an exclusive right to provide the Services
or Materials described herein and that SWBT may itself
perform, or contract with other suppliers to provide, the
Services or Materials.
30. TERMINATION Either party hereto may terminate
this Agreement in whole or in part by giving the other
party hereto at least three
(3)
months' prior written notice. Upon termination, SWBT will
pay Subcontractor all amounts due for Material and
Services by Subcontractor up to and including the
effective date of termination, which payment will
constitute a full and complete discharge of SWBT's
payment obligations hereunder. If Subcontractor
terminates this Agreement, Subcontractor will
pay SWBT the difference between the cost of acquiring
Materials and Service from a third party and the amount
stated in Clause 2 Compensation for each order that
is outstanding at the time of termination. Termination
hereof as set forth herein will also constitute a full
and complete discharge of Subcontractor's obligations
hereunder.
Southwestern Bell Telephone
31. PLANT AND WORK RULES
Each party's employees and agents will, while on the
premises of the other or at any other location while
performing SERVICES under this agreement
for SWBT, comply with all plant rules and regulations,
including, but not limited to, the section of SBC
Communications' Code of Business Conduct," a copy of
which is available upon request, which prohibits the
possession of any weapon or implement which might be used
as a weapon on SWBT properties. In addition, the parties
agree that, where required by government regulations, it
will submit satisfactory clearance from the U.S.
Department of Defense and/or other federal authorities
concerned.
32. ENTIRE AGREEMENT THE TERMS AND PROVISIONS
CONTAINED HEREIN CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
THE PARTIES WHICH MAY NOT BE MODIFIED EXCEPT BY A WRITTEN
INSTRUMENT SIGNED BY
BOTH PARTIES. The provisions hereof supersede all
prior oral and written quotations, communications,
agreements and understandings of the parties, if any,
with respect to the subject matter hereof.
SO AGREED:
Micro-Media Solutions, Inc. Southwestern Bell
Telephone
Company
("Subcontractor") ("SWBT")
By:_________________ By:_________________
Title:_____________ Title: Manager of Purchasing
Date:7/23/97 Date: 7/24/97
February 13, 1998
Micro Media Solutions, Inc.
501 Waller St.
Austin, Texas 78702
Attn: Gary Salbeck, Operation Manager
Re: Executed copy of the Field Trial Agreement
Gary:
Actually, I work for SBC here in California, but they only
let me use Pacific Bell letterhead. Thank you for the
update and I am glad we could talk about how things are
going so far. We urgently need some more ISP's to get into
the action soon, so the sooner MSI is involved the better.
I have enclosed a copy of the agreement as promised and I
apologize that you did not receive a clean copy months ago.
Please feel free to call if you have any questions.
Respectfully,
Mark A. Gaither
Contract Manager
FasTrak DSL
510-8637-5192
cc: S. P. Formhals (SBC) Field Trial Agreement No. 970097
Page 1 of 32
9/24/97
FIELD TRIAL AGREEMENT
Southwestern Bell Telephone Company (SWBT)
a Missouri Corporation
One Bell Center
St. Louis Missouri 63101
and
Micro-Media Solutions. Inc. (MSI) (MSI)
a Texas Corporation
501 Waller Street
Austin, Texas 78702
INDEX
PREAMBLE 3
TERM 3
ASSIGNMENT 3
BREACH OF AGREEMENT 3
CHOICE OF LAW 3
COMPLAINTS 4
COMPLIANCE WITH LAWS 4
CONFLICT OF INTEREST 4
CURE 4
SWBT'S INFORMATION 4
SWBT'S OBLIGATION 5
EMERGENCY SUPPORT 5
ENTIRE AGREEMENT 6
FORCE MAJEURE 6
INFRINGEMENT 6
INSIGNIA 7
INSURANCE 7
LIABILITY 8
LICENSES 8
NO FIDUCIARY 8
NO PARTNERSHIP 9
NON-EXCLUSIVE MARKET RIGHTS 9
NON-WAIVER 9
NOTICES 9
PERFORMANCE 10
PUBLICITY 10
PRUCHASE OPTION 10
RELEASES VOID 10
RIGHT OF ACCESS 10
Field Agreement NO. 970097
Page 2 of 32
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SEVERABILITY 11
SERVICES 11
SUBCONTRACTING 11
MSI'S INFORMATION 11
SURVIVAL OF OBLIGATIONS 11
TAXES 11
TERMINATION 12
WARRANTY 12
WORK HEREUNDER 12
APPENDIX A - NODISCRIMINATION COMPLIANCE AGREEMENT
APPENDIX B - SERVICES
Field Trial Agreement No. 970097
Page 3 of 32
9/24/97
PREAMBLE
SWBT and MSI agree that MSI shall act as SWBT's agent and
furnish to SWBT customers, ADSL Fulfillment services and
Customer Premises Equipment Installation and Maintenance
services, hereinafter referred to as "Services", in
accordance with the terms and conditions and specifications
of this field trial agreement ("Agreement"). Services are
outlined in Appendix B, attached hereto by this reference.
This Agreement is formed solely to provide a means for SWBT
to evaluate the potential use of the Service in SWBT's
operating area in the form of a future purchase of
equipment or services similar to service furnished by MSI,
unless provided for in a separate written agreement. In
consideration of the mutual convenants and promises
contained herein, the parties agree as follows:
TERM
This Agreement shall be effective for the duration of the
field trial evaluation which shall begin on October 1, 1997
and shall continue in effect through September 30, 1998
unless earlier terminated as provided for herein.
ASSIGNMENT
Neither party shall assign or otherwise transfer its rights
or obligation under this
Agreement except with prior written consent of the other,
said consent kno to be unreasonably withheld; provided.
However, SWBT shall have the right to assign this Agreement
to any present or future affiliate, subsidiary or parent
corporation of SWBT without securing the consent of MSI and
may grant to any such assignedd the same rights and
priveleges SWBT enjoys under this Agreement. Any attmepted
assignment not assented to in the manner as prescribed
herein shall be void.
BREACH OF AGREEMENT
In the event MSI shall be in breach or default of any of
the terms, conditions 0r covenants of this Agreement, and
said breach of default shall continue for a period of ten
(10) days after the giving of written notice to MSI,
thereof, then in addition to all other rights and remedies
at law or in equity, SWBT shall have the right to cancel
this Agreement at no penalty to SWBT and/or enforce the
provisions set forth in the PERFORMANCE clause hereof.
CHOICE OF LAW
This Agreement shall be governed by the laws of the state
of Missouri
Field Trial Agreement No. 970097
Page 4 of 32
9/24/97
COMPLAINTS
SWBT reserves the right to notify MSI in cases where SWBT
has identified current or potential problem areas
concerning MSI's SERVICE furnished hereunder.
MSI agrees to accept and acknowledge such notices and to
work with SWBT on a reasonable resolution of such problems.
Notice of the disposition and solution of such problems
shall be provided to SWBT within ten (10) days of SWBT's
notification to
MSI. Periodic reporting of the status of such open problems
or complaints will be furnished to SWBT by MSI together
with a proposed schedule of resolution. Such resolution
shall not exceed thirty (30) days.
COMPLIANCE WITH LAWS
MSI and all persons furnished by MSI shall comply with the
provision of all applicable federal, state, countv and
local laws, ordinances, regulations and codes (including
identification and procurement of required permits,
certificates, approvals and inspections) in MSI's
performance under this Agreement. MSI further agrees during
the term of this Agreement to comply with all applicable
Executive and Federal regulations as set forth in Appendix
A, Nondiscrimination Compliance Agreement, attached hereto
and made a part of this Agreement. MSI agrees to indemnify
SWBT for any loss or damage sustained because of MSI's
noncompliance.
CON'FLICT OF INTEREST
MSI represents and warrants that no officer, employee, or
agent of SWBT has been or will be employed, retained, paid
a fee, or otherwise has received or will receive any
personal compensation or consideration by or from MSI or
any of MSI's officers, employees or agents in connection
with the obtaining, arranging, or negotiation of this
Agreement or other documents or Agreements entered into or
executed in connection
herewith.
CURE
SWBT shall not be deemed to be in default under any of the
terms of this Agreement and MSI shall not seek or be
entitled to enforce any remedy for any claimed default,
unless SWBT shall fail to cure or correct said claimed
default within thirty (30) days
following receipt of written notice by MSI to SWBT of said
claimed default.
SWBT'S INFORMATION
Any specifications, drawings, sketches, models, samples,
tools, computer or other apparatus programs, technical or
business information or data, field trial results and/or
reports, written, oral
Field Trial Agreement No. 970097
Page 5 of 32
9/24/97
or otherwise (all hereinafter designated "Information")
furnished to MSI under this
Agreement or in contemplation of this Agreement, shall
remain SWBT's property. All
copies of such Information in written, graphic or other
tangible form shall be returned
to SWBT at SWBT's request. Unless such Information was
previously known to MSI free of any obligation to keep it
confidential, or has been or is subsequently made public by
SWBT or a third party, it shall be kept confidential by
MSI, shall be used only in performing this Agreement, and
may not be used for other purposes except such terms as may
be agreed upon between MSI and SWBY in writing.
MSI understands and agrees that any and all field trial
results prepared by SWBT are and shall remain the property
of SWBT and are hereby considered SWBT's Proprietary
Information. Therefore it shall be SWBT's option, in its
sole discretion, to
furnish MSI copies of such documents or to discuss such
documents with MSI. MSI's use of field trial reports
furnished by SWBT shall be governed by the provisions of
the
PUBLICITY clause in addition to the provisions contained in
this clause, SWBT'S
INFORMATION.
SWBT'S OBLIGATION
MSI agrees SWBBT has no obligation or liability whatsoever
for expenses incurred in the development of MSI's SERVICE
or to provide MSI with results of SWBT's field
trial evaluation.
EMERGENCY SUPPORT
MSI shall provide SWBT with an updated current listing of
MSI's technical support personnel together with after-hours
telephone procedures to contact MSI to correct out-of-
service conditions .
In the event SERVICE provided pursuant to this Agreement
should affect SWBT's ability to provide telecornmunications
services to SWBT's subscribers, MSI shall, without charge,
provide field technical personnel to make temporary
modifications and arrangements to mitigate the effects of
out-of-service conditions.
MSI agrees that expenses incurred by SWBT, if any, to
mitigate or correct out-of-service conditions caused by
SERVICE shall be substantiated by SWBT and paid by
MSI.
Field Trial Agreement No. 970097
Page 6 of 32
9/94/97
ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement
between the parties and shall not be modified or amended
except by a writing signed by both parties. Estimates
furnished by SW13T shall not constitute commitments. The
provisions of this Agreement shall supersede all prior oral
and written quotations, communications, agreements and
understanding of the parties in respect of the subject
matter of this
Agreement.
FORCE MAJEURE
Neither party shall be held responsible for any delay or
failure in performance of any part of this Agreement to the
extent that such delay or failure is caused by fire, flood,
explosion, war strike. embargo, government requirement,
civil or military authorities, Act of God or by the public
enemy, or other causes beyond the control of MSI or SWBT.
If any force majeure condition occurs. the party delayed or
unable to perform shall give immediate notice to the other
and the party affected by the other's inability
to perform may elect to:
A terminate this Agreement;
B suspend this Agreement for the duration of the force
majeure condition: or
C resume performance under this Agreement once the force
majeure condition ceases with an option in the affected
party to extend the period of this Agreement up to the
length of time the force majeure condition endured.
Unless written notice is given within thirty (30) days
after such affected party is notified of the force majeure
condition, (b) shall be deemed selected.
INFRlNGEMENT
MSI shall indemnify SWBT for any loss, damage, expense
(including attorney's fees) or liability arising out of any
infringement, or claim of infringement, of any patent,
trademark, copyright, trade secret or other proprietary
interest based on the manufacture, normal or intended use,
installation, lease, sale or resale of SERVICE or part
thereof (including but not limited to, any program.
documentation, services and/or equipment) furnished to SWBT
under this Agreement or In contemplation of
this Agreement.
Field Trial Agreement No. 970097
Pagc 7 of 32
9/94/97
If SWBT's normal or intended use, installation, lease, sale
or resale of the SERVICE shall be prevented by injunction
or court order because of any such infringement for which
MSI is responsible, MSI shall. in addition to the above
indemnity, at no expense, loss or damage to
SWBT: (1 ) replace such SERVICE with equally suitable
Service free of infringement:
or
(2) modify such SERVICE free of infringement. or (3) by
license or other release from claim of infringement procure
for SWBT's benefit the right to use, install, lease. sell
or resell such SERVICE or (4) after MSI has demonstrated
its good faith efforts to achieve the foregoing without
success. MSI shall refund to SWBT the full SERVICE purchase
price (less a reasonable amount of use of the SERVICE) if
any.
INSIGNIA
SWBT's Insignia will not be affixed, used or otherwise
displayed on the SERVICE furnished or in connection
therewith without SWBT's written approval.
INSURANCE
With respect to performance hereunder, MS1 shall maintain,
at all times during the term of this agreement the
following insurance coverage and any additional insurance
and/or bonds required by law:
(1) Worker's Compensation Insurance in compliance with
the laws of the state in which the work is to be performed,
(2) Employers Liability Insurance with minimum limits of
$100.000 for Bodily Injury by accident, $100.000 for Bodily
Injury by disease per employee and $500,000 for Bodily
Injury by disease policy aggregate;
(3) General Liability Insurance with minimum limits of
$1,000,000 per occurrence for Bodily Injury and Property
Damage arising out of Premises/Operations, $1,000,000 per
occurrence Personal Injury and $1,000,000 General Policy
Aggregate
(applicable to Cornmercial General Liability Policies),
$1,000,000 per
occurrence/aggregate for Products/Completed Operations.
Coverage must include Blanket Contractual,Independent
Contractors Liability and Broad Form Property Damage. If
generalliability is Claims-Made coverage, retroactive date
must be prior to or coincident withthe inception date of
the contract and shall not be advanced during the term of
thecontract. SWBT is to be named as Additional Insured as
respects general liability; andIf use of motor vehicles is
required;
4) Automobile Liability Insurance with minimum limits of
$1,000,000 per
occurrence forBodily Injury and Property Damage. Coverage
shall extend to all
owned, hired, and
Field Trial Agreement No. 970097
Page 8 of 32
9/24/97
non-owned autos. Insurance Companies affording coverage
shall be acceptable to SWBT and have a Best's Rating of
B+VII or better. MSI shall be prepared, prior to thestart
of work, to furnish certificates or other adequate proof of
the foregoing insurance,if so requested by SWBT. SWBT is
to be notified in writing
at least thirty (30) days prior to cancellation or any
Service change of foregoing
insurance.
LIABILITY
MSI shall indemnify, defend and save harmless SWBT
(including its officers, agents and employees) from and
against any and all liability, loss, damages, costs,
attorneys' fees, or other expense of any kind, which arises
out of any claim or any suit for damages, injunction or
other relief, caused by, resulting from, or in connection
with, the SERVICE or acts or omissions of MSI (including
any of MSI's agents or subcontractors but excepting the
negligent acts or omissions solely of SWBT) in the
furnishing of SERVICE or in the performance of services
hereunder. This indemnity shall survive the delivery,
inspection or acceptance of SERVICE or performance of
services hereunder.
MSI agrees to defend SWBT, at SWBT's request, against any
such liability, claim, demand or suit. SWBT agrees to
notify MSI within a reasonable time of any written claims
or demands against SWBT for which MSI is responsible under
this clause.
MSI agrees not to implead or bring any action against SWBT
or SWBT's employees based on any claim by any person for
personal injury or death that occurs in the course or scope
of emplovment of such person by SWBT and that arises out of
SERVICE or services furnished under this Agreement.
LICENSES
No licenses, express or implied, under any patents are
granted by SWBT to MSI under this Agreement.
NO FIDUCIARY
The parties hereto recognize and agree that this Agreement
resulted from arms-length bargaining and therefore, that
the parties owe no fiduciary duty to each other as a result
of this Agreement. The parties have the right to pursue
independently other evaluation agreements outside the scope
of this Agreement.
Field Trial Agreement No. 970097
Page 9 of 32
9/24/97
NO PARTNERSHIP
It is not the intent of the parties hereto to form a
partnership, whether express or implied, or general or
limited, as a result of their entering into this Agreement.
Relations between the parties are intended to be governed
by this Agreement and interpreted pursuant to the law of
contracts. rather than pursuant to the Missouri
partnership law.
NON-EXCLUSIVE MARKET RIGHTS
It is expressly understood and agreed that this Agreement
does not grant MSI an exclusive privilege to provide to
SWBT any or all SERVICE of the type described in this
Agreement nor require the purchase of any products from MSI
by SWBT. It is, therefore, understood that SWBT may
contract with other manufacturers and MSIs for the
procurement or trial of comparable Services.
NON-WAIVER
No course of dealing or failure of either party to strictly
enforce any term, right or condition of this Agreement
shall be construed as a waiver of such term, right or
condition.
NOTICES
Any notice or demand which under the terms of this
Agreement, or under any statute must or may be given or
made by MSI or SWBT shall be in writing and shall be given
or made by confirmed facsimile or similar communication or
by certified or registered mail addressed to the respective
parties as shown:
To SWBT To MSI
Name Steve Formhals Jose
Chavez
Address One Bell Center, 501 Waller
City, State, ZIP St. Louis, MO 63101
Austin, TX 78702
Telephone (314)235-1917 (512)476-
6925
Such notice or demand shall be deemed to have been given or
made when sent by confirmed facsimile or other
communication or when deposited, postage prepaid in
the U.S. mail.
The above addresses may be changed at any time by giving
thirty (30) days prior written notice as above provided.
Field Trial Agreement No. 970097
Page 10 of 32
9/24/97
PERFORMANCE
Consistent with the provisions of the FORCE MAJEURE clause
of this Agreement, MSI, having confirmed and agreed to a
schedule or specific date(s) in the performance of this
Agreement, as outlined in the TERM clause hereof shall be
expected to meet the schedules or date(s) contained herein.
Expenses incurred by SWBT due to MSI's nonperformance of
Service by committed dates, through no fault of SWBT, shall
be substantiated by SWBT and paid by MSI within thirty (30)
days of written notice from
SWBT.
PUBLICITY
MSI shall not advertise, or otherwise make known to others,
any confidential information regarding this Agreement. MSI
further agrees not to use in any advertising or sales
promotion, press releases or other publicity matters any
endorsements, direct or indirect quotes, or pictures
implying endorsement by SWBT or any of SWBT's employees
without SWBT's prior written approval. MSI shall submit to
SWBT for written approval, prior to publication, all
publicity matters that mention or display SWBT's name
and/or marks or contain language from which a connection to
said name and/or marks may be inferred or implied.
PURCHASE OPTION
SWBT may, at SWBT's option, elect to purchase the SERVICE
from MSI at the end of this Agreement under a separate
written agreement at a price to be mutually agreed
upon by SWBT and MSI.
RELEASES VOID
Neither MSI nor SWBT shall require waivers or releases of
any rights from representatives of the other in connection
with visits to MSI's and SWBT's respective premises, and no
such releases or waivers shall be pleaded by MSI or SWBT or
third
persons in any action or proceeding.
RIGHT OF ACCESS
MSI shall normally not be permitted access to SWBT's
facilities in connection with work under this agreement
and, however, if access is granted while on SWBT's
premises, shall comply with all plant rules and
regulations, and where required by government regulations,
submit satisfactory clearance from the U.S. Department of
Defense and other federal authorities concerned. No charge
will be made for such
visits.
Field Trial Agreement No. 970097
Page 11 of 32
9/24/97
SEVERABILITY
If any of the provisions of this Agreement shall be invalid
or unenforceable, such invalidity or unenforceability shall
not invalidate or render unenforceable the entire
Agreement, but rather the entire Agreement shall be
construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and
obligations of MSI and SWBT shall be construed and enforced
accordingly. However, in the event such provision is
considered essential element of this Agreement, MSI and
SWBT shall promptly negotiate a replacement therefor.
SERVICES
Appendix B outlines MSI's responsibilities, is incorporated
herein, and made a part of this Agreement by this reference
and applies to the SERVICE under this Agreement.
SUBCONTRACTING
MSI shall not, without the prior written consent of SWBT,
subcontract any portion of the work covered by this
Agreement. Subcontracting by MSI shall not relieve MSI of
any responsibilities hereunder and MSI shall remain
responsible for compliance by any subcontractor with all
provisions of this Agreement.
MSI'S INFORMATION
No specifications, drawings, sketches, models, samples,
tools, computer or other apparatus programs, technical
information or data, written, oral or otherwise, furnished
by MSI to SWBT under this Agreement or in contemplation of
this Agreement shall be considered by MSI to be
confidential or proprietary.
SURVIVAL OF OBLIGATIONS
MSI's obligations under this Agreement which by their
nature would continue beyond the termination, cancellation
or expiration of this Agreement, including, by way of
illustration only and not limitation, those in the
PERFORMANCE, COMPLIANCE WITH LAWS, INFRINGEMENT, LIABILITY,
RELEASES VOID, SEVERABILITY, SWBT'S INFORMATION, and
WARRANTY clauses shall survive
termination, cancellation or expiration of this Agreement.
TAXES
Federal manufacturer's or retailer's excise and state and
local sales or use taxes, when
applicable, shall be paid by MSI.
Field Trial Agreement No. 970097
Page 12 of 32
9/24/97
TERMINATION
SWBT may terminate this Agreement without penalty in whole
or in part by giving MSI at least thirty (30) days prior
written notice. Upon termination, MSI shall return
to SWBT any equipment or documents that had been provided
to MSI.
WARRANTY
Seller agrees to perform the SERVICES in a first-class,
workmanlike manner, with care, skill and diligence, and in
accordance with applicable standards currently recognized
by Seller's profession. Seller further agrees to be
responsible for the professional quality, technical
accuracy, completeness and coordination of all reports,
designs, drawings, plans, information, specifications and
other items and SERVICES furnished under this Contract. If
Seller fails to meet applicable professional standards,
Seller will, without additional compensation, correct or
revise any errors or deficiencies in its reports, drawings,
specifications, designs or other items or SERVICES
furnished hereunder.
Any replacement, repair, modification, installation, or
other service performed by MSI shall be warranted as herein
provided based upon the date performance of the service
is completed and accepted by SWBT.
WORK HEREUNDER
It is understood that visits by MSI or MSI's
representatives for inspection, adjustment,
or other similar purposes in connection with SERVICE, shall
for all purposes be
deemed "work hereunder" and shall be at no charge to SWBT
unless otherwise agreed
in writing with SWBT.
In WITNESS WHEREOF, the foregoing Agreement has been
executed by the parties
hereto, in duplicate this 1st day of October, 1997.
MSI Accepted: SWBT Accepted:
Micro-Media Solutions, Inc.
Southwestern Bell
Telephone Company
By: _________________________ By:
_________________________
Name: _________________________ Name:
_________________________
Title: _________________________ Title:
_________________________
Date: _________________________ Date:
_________________________
Field Trial Agreement No. 970097
Page 13 of 32
9/24/97
NONDISCRIMINATION COMPLIANCE AGREEMENT (SW-9368)
Field Trial Agreement No. 970097
Page 14 of 32
9/24/97
Contractor recognizes its responsibility to comply with all
federal and state laws
governing performance of this Contract including, but not
limited to:Executive Order 11246, Executive Order 11625,
Executive Order 12138, Section 503 of the Rehabilitation
Act of 1973 as amended and the Vietnam Era Veterans
Readjustment Assistance Act of 1974.
I. EQUAL EMPLOYMENT OPPORTUNITY DUTIES OF GOVERNMENT
CONTRACTORS (APPLICABLE TO CONTRACTS AND
SUBCONTRACTS EXCEEDING $10,000)
During the performance of this contract, the
Contractor agrees as follows:
(1) The Contractor will not discriminate against any
employee or applicant for
employment because of race, color, religion, sex, or
national origin. The Contractor will take affirmative
action to ensure that applicants are employed, and that
employees are treated during employment without regard to
their race, color, religion, sex, or national origin. Such
action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer, recruitment
or recruitment advertising; layoff or termination; rates of
pay or other forms of compensation; and selection for
training, including apprenticeship. The Contractor agrees
to post in conspicuous places, as available to employees
and applicants for employment notices to be provided by the
contracting officer setting forth the provisions of this
nondiscrimination clause.
(2) The Contractor will, in all solicitations or
advertisements for employees placed by or on behalf of the
Contractor, state that all qualified
applicants will receive consideration for employment
without regard to
race, color, religion, sex, or national origin.
(3) The Contractor will send to each labor union or
representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a
notice to be provided by the agency contracting officer,
advising the labor union or worker's representative of the
Contractor's commitments under section 202 of Executive
Order 11246 of September 24, 1965, and shall post copies of
the notice in conspicuous places available to employees and
applicants for employment.
(4) The Contractor will comply with all provisions of
Executive Order 11246 of September 24, 1965, and of the
rules, regulations, and relevant
orders of the Secretary of Labor.
(5) The Contractor will furnish all information
and reports required by Executive Order 11246 of September
24, 1965, and by the rules,regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit
access to his books, records, and accounts by the
contracting agency and the Secretary of Labor for purposes
of investigation to ascertain compliance with such rules,
regulations, and orders.
(6) In the event of the Contractor's
noncompliance with the nondiscrimination
clauses of this contract or with any of such rules,
regulations, or orders. This contract may be cancelled,
terminated or suspended in whole or in part and the
Contractor may be declared ineligible for further
Government contracts in accordance with procedures
authorized in Executive Order 11246 of September 24, 1965,
and such other sanctions may be imposed and remedies
invoked as provided in Executive Order
11246 of September 24, 1965, or by rule, regulation, or
order of the
Secretary of Labor, or as otherwise
provided by law.
(7) The contractor will include the provisions of
paragraphs (1) through (7) in every subcontract or purchase
order unless exempted by rules,regulations, or orders of
the Secretary of Labor issued pursuant to section 204 of
Executive Order 11246 of September 24, 1965, so that such
provisions will be binding upon each subcontractor or
vendor. The Contractor will take such action with respect
to any subcontract or purchase order as may be directed by
the Secretary of Labor as a means of enforcing such
provisions including sanctions for noncompliance: Provided,
however, that in the event the Contractor becomes involved
in, or is threatened with, litigation with a subcontractor
or vendor as a result of such direction, the Contractor may
request the United States to enter into such litigation to
protect the interests of
the United States.
II. CERTIFICATION OF NON-SEGREGATED FACILITIES
(APPLICABLE TO CONTRACTS AND SUBCONTRACTS EXCEEDING
$10,000)
The Contractor certifies that it does not and
will not maintain any facilities it provides for its
employees in a segregated manner, or permit its employees
to perform their services at any location under its control
where segregated facilities are maintained; and that it
will obtain a similar certification, prior to the award of
any nonexempt subcontract
III. EMPLOYER INFORMATION REPORT (APPLICABLE IF VALUE
OF
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS
50 OR MORE EMPLOYEES)
Contractor agrees and certifies that it will file
complete and accurate report (EEO-1) per the current
instructions and file such other compliance reports as may
be required under Executive Order 11246, as amended, and
rules and regulations adopted thereunder.
IV. WRITTEN AFFIRMATIVE ACTION PROGRAM (APPLICABLE IF
VALUE OF CONTRACT IS $50,000 OR MORE AND
CONTRACTOR HAS 50 OR MORE EMPLOYEES)
Contractor will develop an affirmative action
compliance program for each of
its establishments as required by 41 C.F.R. Part 60- 1.40
and 60.2.
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Contractor recognizes its responsibility to comply with all
federal and state laws governing performance of this
Contract including, but not limited to:Executive Order
11246, Executive Order 11625, Executive Order 12138,
Section 503 of the Rehabilitation Act of 1973 as amended
and the Vietnam Era Veterans Readjustment Assistance Act of
1974.
I. EQUAL EMPLOYMENT OPPORTUNITY DUTIES OF GOVERNMENT
CONTRACTORS (APPLICABLE TO CONTRACTS AND
SUBCONTRACTS EXCEEDING $10,000)
During the performance of this contract, the
Contractor agrees as follows:
(5) The Contractor will not discriminate against any
employee or applicant for employment because of race,
color, religion, sex, or nationalorigin. The Contractor
will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment
without regard to their race, color, religion, sex, or
national origin. Such action shall include, but not be
limited to the following: Employment, upgrading,
demotion, or transfer, recruitment or recruitment
advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for
training, including apprenticeship. The Contractor agrees
to post in conspicuous places, as available to employees
and applicants for employment notices to be provided by the
contracting officer setting forth the provisions of
this nondiscrimination clause.
(6) The Contractor will, in all solicitations or
advertisements for employees placed by or on behalf of the
Contractor, state that all qualified applicants will
receive consideration for employment without regard to
race, color, religion, sex, or national origin.
(7) The Contractor will send to each labor union or
representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a
notice to be provided by the agency contracting
officer, advising the labor union or worker's
representative of the
Contractor's commitments under section 202 of
Executive Order 11246 of September 24, 1965, and shall post
copies of the notice in conspicuous places available to
employees and applicants for employment.
(8) The Contractor will comply with all provisions of
Executive Order 11246 of September 24, 1965, and of the
rules, regulations, and relevant
orders of the Secretary of Labor.
(5) The Contractor will furnish all information
and reports required by Executive Order 11246 of September
24, 1965, and by the rules, regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit
access to his books, records, and accounts by the
contracting agency and the Secretary of Labor for purposes
of investigation to ascertain compliance with such rules,
regulations, and orders.
(6) In the event of the Contractor's
noncompliance with the nondiscrimination
clauses of this contract or with any of such rules,
regulations, or orders. This contract may be cancelled,
terminated or suspended in whole or in part and the
Contractor may be declared ineligible for further
Government contracts in accordance with procedures
authorized in Executive Order 11246 of September 24, 1965,
and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 11246 of September
24, 1965, or by rule, regulation, or order of the
Secretary of Labor, or as otherwise
provided by law.
(8) The contractor will include the provisions of
paragraphs (1) through (7) in every subcontract or purchase
order unless exempted by rules,regulations, or orders of
the Secretary of Labor issued pursuant to section 204 of
Executive Order 11246 of September 24, 1965, so that such
provisions will be binding upon each subcontractor or
vendor. The Contractor will take such action with respect
to any subcontract or purchase order as may be directed by
the Secretary of Labor as a means of enforcing such
provisions including sanctions for noncompliance: Provided,
however, that in the event the Contractor becomes involved
in, or is threatened with, litigation with a subcontractor
or vendor as a result of such direction, the Contractor may
request the United States to enter into such litigation to
protect the interests of
the United States.
II. CERTIFICATION OF NON-SEGREGATED FACILITIES
(APPLICABLE TO
CONTRACTS AND SUBCONTRACTS EXCEEDING
$10,000)
The Contractor certifies that it does not and
will not maintain any facilities it provides for its
employees in a segregated manner, or permit its employees
to perform their services at any location under its control
where segregated facilities are maintained; and that it
will obtain a similar certification, prior to the award of
any nonexempt subcontract
III. EMPLOYER INFORMATION REPORT (APPLICABLE IF VALUE
OF
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS
50 OR MORE EMPLOYEES)
Contractor agrees and certifies that it will file
complete and accurate report
(EEO-1) per the current instructions and file such other
compliance
reports as may be required under Executive Order
11246, as amended, and
rules and regulations adopted thereunder.
IV. WRITTEN AFFIRMATIVE ACTION PROGRAM (APPLICABLE IF
VALUE
OF CONTRACT IS $50,000 OR MORE AND
CONTRACTOR HAS 50 OR MORE EMPLOYEES)
Contractor will develop an affirmative action
compliance program for each of
its establishments as required by 41 C.F.R. Part 60- 1.40
and 60.2.
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V. CERTIFICATION OF COMPLIANCE WITH VETERAN
RESPONSIBILITIES
(APPLICABLE TO CONTRACTS AND
SUBCONTRACTS OF $10,000 OR MORE)
In accordance with the Vietnam Veteran's
Readjustment Assistance Act of 1974
and 41 C.F.R Part 60-250, as amended, the parties
incorporate by
reference the "Affirmative Action For Disabled
Veterans and Veterans of the
Vietnam Era" clause and such other regulations and contract
clauses
required to be made part of government contracts
and subcontracts.
VI. EMPLOYMENT OF THE HANDICAPPED (APPLICABLE TO
CONTRACTS
AND SUBCONTRACTS OF $2,500 OR MORE)
In accordance with the Rehabilitation Act of 1973,
as amended, Executive Order
11758 and 41 C.F.R., Part 60-741, the parties incorporate
by
reference the "Affirmative Action For Handicapped
Workers" clause and all
other regulations and contract clauses required to be made
part of
government contracts and subcontracts.
VII. UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL
DISADVANTAGED BUSINESS CONCERNS (APPLICABLE WHEN GOVERNMENT
CONTRACT IS EXPECTED TO BE OVER
$500,000)
(a) It is the policy of the United States that
small business concerns and small business concerns owned
and controlled by socially and economically disadvantaged
individuals shall have the maximum practicable opportunity
to participate in performing contracts let by any
Federal agency.
(b) The Contractor hereby agrees to carry out this
policy in the awarding of
subcontracts to the fullest extent consistent with
efficient contract performance. The Contractor further
agrees to cooperate in any studies or surveys as may be
conducted by the United States Small Business
Administration or the awarding agency of the United States
as may be necessary to determine the extent of the
Contractor's compliance with this clause.
(c) As used in this contract, the term "small business
concern" shall mean a small business as defined pursuant to
section 3 of the Small Business Act and relevant
regulations promulgated pursuant thereto. The term "small
business concern owned and controlled by socially and
economically disadvantaged individuals" shall mean a small
business concern-
(1) Which is at least 5l percent owned by one or more
socially and economically disadvantaged individuals; or, in
the case of any publicly owned business, at least 5l
percent of the stock of which is owned by one or more
socially and economically disadvantaged
individuals; and
(2) Whose management and daily business operations are
controlled by one or more of such individuals.
The Contractor shall presume that socially and
economically disadvantaged individuals include Black
Americans, Hispanic Americans,
Native Americans, Asian-Pacific Americans,
Asian-Indian Americans and other minorities, or any other
individual found to be disadvantaged by the Administration
pursuant to section 8(a) of the Small Business Act.
(d) Contractors acting in good faith may rely on
written representations by their subcontractors regarding
their status as either a small business concern or a small
business concern owned and controlled by socially
and economically disadvantaged individuals.
VIII. SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS
SUBCONTRACTING PLAN (IF SUBCONTRACT OF
GOVERNMEN'T CONTRACT EXCEEDS $500.000)
Contractor will adopt a subcontracting plan
similar to the plan agreed to by
Southwestern Bell Telephone Company.
IX. UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES
(a) "Women-owned small businesses," as used in this
clause, means businesses that are at least 5l percent owned
by women who are United States citizens and who also
control and operate the business.
"Control," as used in this clause, means
exercising the power to make policy decisions.
"Operate," as used in this clause, means being
actively involved in the day-to-day management of the
business.
(b) It is the policy of the United States that women-
owned small businesses shall have the maximum practicable
opportunity to participate in
performing contracts awarded by any
Federal agency.
(c) The Contractor agrees to use its best efforts to
give women-owned small
businesses the maximum practicable opportunity to
participate in the subcontracts it awards to the fullest
extent consistent with the efficient performance of its
contract.
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Appendix B
SERVICES
Program
Objectives:
MSI will provide SWBT with high volume ADSL
Fulfillment services and Customer Premises Equipment
Installation and Maintenance services.
SWBT's objective is to achieve high customer satisfaction
for development of the ADSL CPE.
Teaming:
ADSL is a new network technology. Successful
implementation of ADSL technology will require strong
team work among SWBT and the MSI. As such, MSI
shall provide a single contact for project management and
coordination activities in all areas of presence
throughout SWBT's territories in Arkansas, Kansas,
Missouri, Oklahoma and Texas.
At a future date, SWBT may wish to provide additional
products to be implemented as part of this proposal.
MSI shall promptly indicate its ability to support
future requests.
Market
Opportunity
The SWBT estimate of the potential market for ADSL
CPE installation and maintenance services is between
10,000 and 30,000 sites over the next 18 to 24 months
for business and residential markets. Installation
rates of between 45 and 75 installations per day,
throughout SWBT's territory, are anticipated.
Geographic
Territory
Initially, four wire centers in the Austin area,
starting in the fourth quarter of 1997. Long term,
beginning second quarter 1998, in major metropolitan areas
throughout SWBT's five state territory.
Thirty days from execution of this Agreement, MSI shall
provide information which indicate its geographic
coverage by zip-code.
Program
Schedule
MSI shall have processes in place by October 1, 1997 for
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pre-deployment trials. MSI to provide plan on how MSI
will achieve this objective.
MSI shall be prepared to provide fulfillment.
Installation and Maintenance services of ADSL CPE to the
market, in support of SWBT's ADSL roll-out, beginning in
October,
1997.
CPE
MS1 to receive CPE as consigned SWBT inventory stock,
stage, provide equipment in pre-packaged installation kits
to send to installers and end customers.
Installation kits are defined in Attachment 4 of this
Appendix
ADSL CPE has already been pre-selected by SWBT.
Pricing
Information
Pricing is outlined in Attachment 6 of this Appendix.
MSI commits to fixed 2 year fixed pricing, independent of
location beginning in October, 1997 for the following:
Fixed fee, per site, for each of the Installation
options as
identified:
ADSL modem and splitter (outdoor environment
ready)
Inside wire
Computer installation of browser software
Installation & configuration of NIC, including software
installation
Fixed fee, per site, for each of the Maintenance
options
identified:
Next day parts
Next day onsite service
Same Day onsite service
Fixed fee per each requested delivery of pre-packaged
installation kits to end customers upon order request from
SWBT.
Fixed fee, per unit, for delivery of each of the
installation kits as identified, with CPE ADSL modem with
splitter, software, and NIC cards provided by SWBT.
Installation
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Installation Scope of Work for installing the ADSL Modem
And splitter, Network Interface Card, and wiring
requirements are defined in attachments 1,2, and 3
respectively.
MSI will provide detail information on what their proposed
wiring methodology is for installing the wiring from the
SWBT NID (Network Interface Device) to the ADSL
modem in the residence, when using existing IW (inside
wiring). In cases where existing IW is not available or
Cat 5, a Cat 5 home run. From NID to ADSL modem location,
will be provided as defined in attachment 3 of this
appendix.
Installation Requirements
SWBT will schedule the end customer installation
appointment dates. SWEBT will then communicate
installation and maintenance schedule to MSI.
MSI normal installation hours shall be Monday through
Friday, 7:30am to 9:30pm, CST/CDT. MSI to provide fees for
work performed outside normal installation hours.
MSI agree to provide capabilities for supporting
installations and maintenance on
Saturday.
MSI agrees to confirm ability to meet installation
schedules per SWBT's commitment to customer.
MSI agrees to provide plan for making up missed
appointments independent of scheduling rates for new work.
MSI agreed to be required to install the oldest inventoried
equipment first to ensure warranty coverage is maintained.
MSI agrees to be required to maintain records on date of
receipt of equipment by
serial number.
Installation Completion
MSI agrees to complete the individual customer installation
project upon successful
establishment of either a bi-directional 384/256Kbps ADSL
ATM PVP connection to
the internet or corporate host.
Installation and checkout test plan is included as
Attachments 1, 2, and 3.
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MSI shall ship the installation kits from fulfillment
center
to customers who only want the CPE installation kits, as
identified in Attachment 4 of this appendix, within five
(5) working days of notification.
Wiring
MSI shall wire the ADSL modem to the ADSL modular
termination jack and shall utilize the cord supplied with
the ADSL modem. (This cord will be two pair, Cat 3 wire
with RJ14 terminations on both ends, not to exceed 20 feet
in length.) IW from the modular termination jack to the
SWBT NID will be standard 24 or 26 gauge, CAT 3 wiring.
Cabling to and from the OC to the ADSL Modem will be over
10BaseT Cat
2 cable.
MSI shall provide new wiring from the SWBT network
termination point, at the customers location, to the ADSL
Modem as described in attachment 3
Maintenance
MSI will provide a toll free call center for maintenance
and repair handling, including warranty handling.
MSI shall offer next day parts, same day onsite, next day
onsite, and 2 day onsite maintenance. Hours of operation
shall be 7:30am to 9:30 pm CST/CDT, five (5) days
a week (Monday - Friday).
Installation and Maintenance Field Service Requirements
MSI shall supply own transportation, including vehicles,
licensed and insured drivers,
and adequate liability insurance.
MSI shall immediately provide each of its own installers
with PC/Mac Laptop with integral Ethernet and or ATM NIC
card with SWBT ADSL Project software for testing and
verifying proper operation including ADSL network testing.
MSI shall provide testing software as required by SWBT to
ensure proper operation of
NIC card in OC.
MSI shall provide installers with appropriate tools,
cabling, wiring, identification required to complete
installations and maintenance dispatches on a 97% first
time basis to the scheduled installation date, measured by
dividing the number of first visit installations
successfully
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Completed on time by the number of scheduled installations.
MSI shall submit, a plan demonstrating how MSI intends to
achieve this goal and
what measurement tools are proposed to monitor status.
MSI shall supply all ancillary parts as required to support
installation.
MSI shall provide all training to installers and
maintenance personnel.
MSI shall provide a typical test platform at SWBT for each
PC (such as ISA, PCI) or Mac that NIC card is installed
with appropriate operating system software. (such as
Windows 3.1, 3.11, or later version, Windows 95, Windows
NT)
MSI shall be responsible for its own inventory and field
logistics system; such systems must be described to SWBT,
and must be adequate to support supplier's field operation
in a manner which meets service level requirements.
MSI shall have and maintain capability to communicate by
phone, fax, and e-mail.
MSI shall have the proven resources and financial strength,
or demonstrate a plan to support SWBT in the deployment of
the installations territory-wide in volumes.
MSI shall indicate the volume of installations and
maintenance levels that MSI can commit to by zip-code on a
per-week basis.
MSI shall provide the scope of their coverage by timeline
both current and planned.
MSI shall provide toll free end customer telephone
assistance to diagnose potential service issues and
provide, at its expense, delivery, to the customer, a unit
to replace the unit that is suspect.
MSI shall indicate what its capability to support
installations for multi-language
(including, but not limited to Spanish, Chinese, Tagalog,
Japanese, Vietnamese, Portugese, etc.) and hearing impaired
customers.
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Experience
MSI shall identify past experience in fulfilling programs
of this scope and magnitude.
MSI shall provide customer references for programs of
similar scope and size.
Project MSI shall provide a Project
Manager, assigned to manage
installations for Management ADSL, for SWBT. The Project
Manager will manage this installation processes and work
with the end customers, as well as the SWBT ADSL Customer
Service Team, to ensure successful implementations. The
Project Manager shall be responsible for collecting,
maintaining, and assembling all ADSL specific
documentation which will include at a minimum:
Deployment Plan with timeline, equipment standard
templates, deployment locatins, protocols and addressing as
defined by SWBT, an inventory of equipment, including
serial numbers and network installed, procedures for
service calls, and equipment configurations.
MSI will supply resumes for proposed Project Manager.
SWBT reserves the right to interview and accept or decline
any proposed Project Manager.
Licenses
MSI shall be licensed for residential and business
installations in SWBT's territory. MSI shall have all
required federal, state, county and city licenses to
complete the ADSL installations successfully.
MSI shall meet all building codes as required by city and
counties.
MSI shall comply with all applicable laws, rules and
regulations.
Customer Satisfaction
End Customer satisfaction is of key concern to SWBT.
SWBT welcomes innovations where methods to increase
customer satisfaction are addressed.
MSI shall provide how MSI intends to provide a safe
installation to the end customer without risk of personal
safety or risk of loss of the end customers personal
property (i.e. hiring and screening programs for new
employees, safety training, etc.).
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Tracking and Reporting
MSI shall provide a tracking and reporting format to track
installations activity by day, week, and month, showing
force to load, and actual schedule performance.
Performance management reporting for volume of
installations and maintenance activities is a mandatory
requirement.
MSI shall provide monthly performance reports that
indentify, among other items; number and trend of calls,
missed installations, second installations, equipment
failure rates and customer satisfaction levels.
MSI shall provide sample reports, and the methods used to
gather the data upon which these reports are base.
MSI shall specify how each piece of serialized equipment
will be tracked and identified, and reported to SWBT for
provisioning and warranty tracking purposes .
Timelines
MSI shall provide an overall program
implementation
timeline.
Subcontracting
MSI shall provide a list of potential major sub-contractors
that MSI may use to implement this project with their
qualifications.
SWBT reserves the right to decline the use of any proposed
sub-contractor.
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Attachment 1
Installation Services
ADSL Modem and Splitter
MSI shall perform the following services in the
installation, configuration and testing of the ADSL Modem
and passive splitter. Installation shall include; physical
installation of ADSL modem, connecting to power,
attaching modem to the ADSL network, configuration of ADSL
Modem, installation of operating software, checkout of
operation, and demonstration to customer of connection.
Installation crew will call the business customer the day
before the installation is to commence to remind the
customer that the installation is to take place the
following day either in the morning or afternoon.
Configuration
Configuration parameters will be set at the manufacturer's
recommended defaults, or as defined by SWBT. Specific
customer requirements will be accommodated during the
configuration and installation process. MSI will confirm
the use of web service to ensure ADSL connectivity with the
ISP or corporate location. Full operational testing of all
the parameters of the local software and it's inter-
operation with the ADSL network may be at an
additional fee.
Protocol Addressing
Protocol addressing for the customers PC or Mac (NIC) to
allow the ADSL Modems to communicate with the host or
Internet shall be defined by SWBT and will be provided for
in the configuration of the unit. Although the ADSL modem
will supoort one Internet connection, the installer shall
be able to support interconnecting to one of 20 different
Internet Service providers script, to be provided by SWBT.
Other specific addressing or configuration requested (i.e.
other Group Address, SNMP, etc.) is the responsibility of
customer to provide.
Physical Placement of Unit
The ADSL modem will be placed as instructed by customer
and may be either wall or desktop mounted. Typical
installation is expected to be desktop mounting. The
appropriate hardware for each instance will be
provided by SWBT. Cables from unit to the "telco" jack,
and ADSL Modem to terminating equipment (for example PC or
Mac) will be connected. Appropriate cable lengths should
be ordered and supplied with the unit to be installed.
Power outlets to be provided by customer and shall be
within 5 feet
of the ADSL modem.
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ADSL Modem Network Testing
Step 1, Configuration Process
1. Ensure PC and ADSL modem powers on
2. Ensure configuration is taken by PC and ADSL modem
3. Ensure ports can be seen by software and are
configurable
Step 2, Test Connection to ADSL WAN Network
1. LAN and phone circuits are active and working properly
2. Network protocol is active
3. Addressing is not causing errors
4. Protocol is up
5. Review for network errors (lost packets, short frames,
CRC, etc.)
Step 3, Test Other Connections
1. LAN or Serial port is active
2. Protocol is up
3. Addressing is not causing erros
Installation Compete
Installation is complete when:
1. ADSL Modem and PC is configured per manufacturer
specifications or other customer required configuration.
2. ADSL Modem and PC is connected to SWBT network.
3. ADSL Modem and PC has been tested with network service
provided by
SWBT (or other carrier as appropriate and available) and
connection with CO end established.
4. ADSL Modem and PC operates as per manufacturer
specifications
Installer (s) shall I leave behind a customer satisfaction
survey for customer to fill out
and mail to SWBT.
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Attachment 2
Installation Services
Ethernet or ATM 25 Mbps IBM PC Compatible
Network Interface Card (NIC) Installation
MSI will install and configure either a 10BaseT Ethernet
Network Interface Card (NIC) or a 25 Meg ATM NIC card as a
connecting product to the ADSL Network modem. The NIC may
be either ISA or PCI form factors. The installation
includes opening of the PC or Mac, inserting the NIC and
adding the driver software provided with the NIC.
Configuration of the NIC software is based on a specific PC
class with specific software provided by SWBT to run on a
IBM class PC operating Windows 95 or Mac running System 7.
Other optional configurations may be defined as part of
this RFP in further attachments. MSI will develop a
specific installation script on the installation process to
be approved by SWBT. Customer must have a minimum
configuration as defined by SWBT to operate with the ADSL
network.
Configuration
Configuration parameters will be set at the manufacturer's
recommended defaults for software selectable interrupts and
jumper settings. Specific customer requirements shall be
accommodated during the configuration and installation
process when made available to the onsite MSI technician or
Project Coordinator, as approved by SWBT, prior to
installation. MSI shall load the software in a separate
directory and called up by the software command specified
by the software.
Physical Placement of Unit
The NIC will be installed in the desired PC where slots are
available. An appropriate cable for connecting the NIC to
the ADSL modem will be supplied with the unit to be
installed. Additional cables or longer cables, if
appropriate, but not to exceed 20 feet in length, shall be
provided by the
installer technician.
Connecting Device Testing
Level 1 Testing:
During configuration process:
1. Ensure PC and NIC powers on properly,
2. Ensure configuration is taken by device
3. Ensure NIC can be seen by software and is configurable
4. Ensure that the NIC can transfer data from the PC to the
ADSL modem
and netowork.
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Installation Complete
NIC Installation Complete
1. NIC is configured per manufacturer specifications or
ADSL specific required configuration.
2. NIC is connected to ADSL modem.
3. NIC accepts software drivers and operates as per
manufacturer specifications to the ADSL modem.
4. PC is able to browse the desired web site successfully
on the ADSL
network.
Installer(s) shall leave behind a customer satisfaction
survey for customer to fill out
mail to SWBT.
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Attachment 3
Inside Wiring
(TW)
Residential
MSI shall provide, at its expense, new residential wiring
from the ADSL Modem connection to the SWBT network
interface device
(NID) at the residence.
The MSI shall perform the following: audit the (NID),
determine which pair is in use for the ADSL connection,
install the ADSL splitter in the NID, or other adjacent
SWBT approved enclosure, per SWBT provided instructions,
ensure conditioning on the pairs, install new telco grade
Cat 3 wire (24 gauge) up to 150 feet of telephone cable to
the ADSL modem, provide termination in wall for ADSL
network connection via modular termination jack, place ADSL
modem in properly vented location, and connect the
appropriate cables to the ADSL modem and PC or Mac.
If wiring is performed separately than at time of
installation of
ADSL modem or NIC, Installer(s) shall leave behind a
customer satisfaction survey for customer to fill out and
mail to SWBT.
Business Wiring
Wiring for ADSL in a business environment will follow
SWBT/MSI
standard business practices. Before a Proposal is
proposed, MSI shall perform a walk through for estimating
costs to accurately estimate the costs of the installation.
RESTRICTED-PROPRIETARY INFORMATION
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Attachment 4
ADSL Installation Packs
Option 1
MSI will sent Installation Pack to customers who perform
their own ADSL modem
installation
ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring connections provided if required.) (A
separate splitter enclosure may also be included.)
ISP browser software, as required.
Windows '95, Windows for Workgroups 3.11, Windows
NT 3.51, Windows NT 4.0 or Mac client software driver
stack for the NIC being used.
ADSL RJ11 OR modular termination jack.
ADSL network line interconnection cable to the modem, 6
foot length.
10BaseT cable, 6 foot length.
`How to' instructions guide.
Modem Manual, or other manufacturer's instructions.
Misc. screws and plastic parts.
100 foot of telco interconnection cable.
Box marked with PB and SWBT logo.
Option 2
MSI will sent Installation Pack to customers who perform
their own ADSL modem
and NIC card installation
ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring connections provided if required.) (A
separate splitter enclosure may also be included.)
Ethernet NIC with software drivers. ISP browser software,
as required.
Windows '95, Windows for Workgroups 3.11, Windows
NT 3.51, Windows NT 4.0 or Mac client software driver
stack for the NIC being used. ADSL RJ11 OR RJ14 modular
termination jack. ADSL network line interconnection cable
to the modem, 6
foot length.
10BaseT cable, 6 foot length.
`How to' instructions guide.
Modem Manual, or other manufacturer's instructions.
Misc. screws and plastic parts.
100 foot of telco interconnection cable.
Box marked with PB and SWBT logo.
Field Trial Agreement No. 970097
Page 29 of 32
9/24/97
Option 3
MSI will sent Installation Pack to installers to perform
the ADSL modem
installation for customers
ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring connections provided if required.) (A
separate splitter enclosure may also be included.)
ISP browser software, as required.
Windows '95, Windows for Workgroups 3.11, Windows
NT 3.51, Windows NT 4.0 or Mac client software driver
stack for the NIC being used.ADSL RJ11 OR RJ14 modular
termination jack.
ADSL network line interconnection cable to the modem, 6
foot length. 10BaseT cable, 6 foot length.
Modem Manual, or other manufacturer's instructions, for
customer.
Option 4
MSI will sent Installation Pack to installers who perform
the ADSL modem and NIC card installation for customers
ADSL Modem
ADSL Splitter (Outdoor environment ready, with outdoor
boots for wiring connections provided if required.) A
separate splitter enclosure may also be included.)
Ethernet NIC with software drivers. ISP browser software,
as required.Windows'95, Windows for Workgroups 3.11,
Windows NT 3.51, Windows NT 4.0 or Mac client software
driver stack for the NIC being used.ADSL RJ11 or RJ14
modular termination jack.ADSL network line interconnection
cable to the modem, 6 foot length.10BaseT cable, 6 foot
length. Modem Manual, or other manufacturer's instructions,
for
customer.
Field Trial Agreement No. 970097
Page 30 of 32
9/24/97
Attachment 5
FULLFILLMENT CENTER
MSI's Fulfillment Center
1. The fufillment Center will have all selected ADSL CPE
and installation componenets readily available for sale to
SWBT customers (i.e. Self-Installers), within 5 business
days of receipt of an order from SWBT.
2. MSI Fulfillment Center will provide weekly reports to
SWBT which track the delivery and servicing of CPE.
3. MSI Fulfillment Center will deliver CPE directly to
SWBT customers or designated installation partners within
intervals determined by SWBT; currently SWBT's expectation
is that 5 business days would be the maximum delivery time
anywhere in anywhere in SWBT territory, and delivery
volumes may eventually be greater than 75 ADSL kits per
day.
4. MSI Fulfillment Center will support all warranties,
exchange policies and discount structures offered by the
manufacturer (s) defined by SWBT.
5. MSI Fulfillment Center employees will provide
manufacturer instructions and/or any other provided
collateral for CPE use to customers, as required.
6. MSI Fulfillment Center will provide a toll free number
for customer support. The number will be included in the
CPE packaging.
7. MSI will be required to have and/or implement a program
to perform pre-employment screening, bonding, and safety
training prior to having it's employees perform services on
behalf of SWBT.
Installation and Maintenance
8. MSI will have the necessary tools, equipment, and
transportation to install ADSL CPE components.
9. MSI will have a logistics system in place to efficiently
receive and distribute CPE to the installer responsible
for the installation within the intervals determined by
SWBT.
10. MSI will have a process to adequately handle force to
load issues and scheduling for timely installation of CPE
that customers have selected.
11. MSI's Installation and Maintenance function will
support all warranties, and
exchange policies offered by the manufacturer(s) selected
by SWBT.
12. MSI will provide weekly reports to SWBT which track
the receiving time from the Fulfillment center, the
interval from receipt of equipment, to the time the
customer order is completed; and tracking of orders not
completed on the first visit.
13. MSI will provide customers with instructions on how to
use the ADSL service, and demonstrate to the customer that
the service is in working order before leaving the
premises.
14. MSI will hand the customer satisfaction survey to allow
the customer to provide feedback to SWBT concerning the
quality of services provided.
15. MSI shall provide all CPE components with backup
supplies to each installer.MSI shall provide respond to CPE
trouble calls within the interval period determined by
SWBT. (Currently expected to be 4 hours or less from
receipt of trouble call based on a rolling clock. A
rolling clock is defined as any hourly increment being
rounded to the next hour i.e. a call received at 1:05 P.M.
will be counted as received at 2:00 P.M.)
Field Trial Agreement No. 970097
Page 31 of 32
9/24/97
17. MSI shall provide trained personnel to successfully
install multiple ADSL configurations, and to be able to
handle a multitude of installation variable.18. MSI will be
required to have and/or implement a program to perform pre-
employment screening, bonding, and safety training prior to
having its employees perform services on behalf of SWBT.
19 MSI will work with SWBT to implement a process to
accommodate language dependent customers.
20 At SWBT's request, the MSI installation and Maintenance
force will make all necessary arrangements to accommodate
hearing impaired customers. This includes, but is not
limited to, the ability to interact with a
Telecommunications Device for the Deaf (TTY).
21. MSI is required to handle all SWBT geographic regions,
by zip code (preferred) or by County, for the full range of
installation and maintenance services.
City of Austin
Estimated Value of Contract: $960,000
Scope of Contract: Exclusive Hewlett Packard
reseller agreement. Renewable
for up to 3 additional years.
Agreement #C970185
City Wide Contract for Personal Computers
City of Austin, Texas and Micro-Media Solutions, Inc.
This agreement is made and entered into by and
between the City of Austin, Texas, a Texas Municipal
corporation (hereinafter referred to as the City), and
Micro-Media Solutions Inc., a corporation of Texas
(hereinafter referred to as the Contractor), to provide
for the purchase of Hewlett-Packard notebook computers,
personal computers, servers and warranty services.
SECTION I
CITY WIDE CONTRACT FOR PERSONAL COMPUTERS
1.0 SCOPE OF WORK AND SPECIAL CONTRACT PROVISIONS
The contractor shall sell Hewlett-Packard notebook
computers, personal computers and servers to include
warranty services for products purchased
under the provisions of this agreement. The contractor
agrees to:
a. Provide a cost effective, flexible, competitive
and comprehensive procurement process for PCs, notebooks
and servers.
b. Provide a choice to City Departments of different
computers and configurations
from Hewlett-Packard.
c. Provide acceptable delivery times for stock and
non-
stock items and the ability for
Department staff to query on-hand stock availability
in
real time.
d. Provide acceptable levels of service warranties as
well
as a level of standardization
which will allow the City's technical support staff
to
maintain the equipment after
warranty period.
e. Provide reliable network compatibility to existing
Local
Area Networks (LANS)
and Wide Area Networks (WANS).
f. Provide Hewlett-Packard's Support PAC three (3)
year on-
site warranty for parts
and labor for all desktops and servers purchased
under this
agreement. Warranty for
Hewlett-Packard Omnibook notebooks purchased under
this
agreement shall be
Hewlett-Packard's Express Exchange warranty.
Notebooks
will be picked up by
Contractor service staff and replacement returned
within
twenty-four (24) hours.
g. Provide access to a 24 hour help desk with one (1)
hour
call-back, four (4) hour
response and twenty-four (24) hour repair timeframes.
2.0 TERMS OF AGREEMENT
2.1 This agreement shall be in effect for a period of
twelve (12) months
from its date of execution with three (3) twelve (12)
month
options
contingent upon the approval of the City Manger or
his
representative
and the Contractor.
2.2 Upon expiration of the initial term period of
extension, the Contractor
agrees to hold over under the terms and conditions of
this
agreement
for such a period of time as is reasonably necessary
to
complete the
project outlined herein.
3.0 FEES AND PAYMENTS
3.1 Fees
The Contractor's fee and pricing for system purchased
under
this
agreement shall be based upon the Contractor's
percentage
discount
from Hewlett-Packard's HP First list price referenced
in
his proposal
as follows:
Servers: 16% below list.
Desktops: 15% below list.
Notebooks: 14% below list.
The percentage discount stated herein shall remain
constant
throughout
the term of the initial contract period and
subsequent
extension
periods. Contractor shall notify the City of any
revisions
to the above
referenced list and shall transmit to the City a
revised
list within five
(5) calendar days.
This pricing structure includes Hewlett-Packard's
Support
PAC three
(3) year on-site warranty for parts and labor for all
systems purchased
under this agreement.
3.2 Payments
The City shall make payments against invoices, within
thirty (30) days
upon receipt, which are presented to City Departments
referencing the
contract number and City PG reference number. Should
the
City
receive partial or incorrect shipments, payments
shall be
made only
against accepted items and the invoice shall be
marked paid
only for
accepted items. A separate invoice shall be
submitted to
the City upon
fulfillment of partial or incorrect shipments.
4.0 CONTRACT VALUE
This agreement shall not exceed six hundred thousand
dollars ($600,000).
5.0 ORDERING
Orders shall be placed by City Department FAX to the
Contractor. Prior to the
placement of orders, Departments shall contact the
Contractor for current pricing and
configuration information. This information can be
obtained from the Company's web
site (www.msaustin.com/hp4coa/) or by phone request.
The
Contractor will FAX back
to the requesting Department a confirming quotation
with a
reference number.
Contractor will accept only those orders submitted on
a
valid City of Austin
supply/service release document (PG) containing, at a
minimum, the following
information:
a. PG Number.
b. Agreement Number #C970185.
c. Contractor's quotation/reference number if
applicable.
d. Signature of authorized department representative.
6.0 INQUIRIES
Department representatives will contact the following
Contractor representatives for the
following:
Order Status: Patricia Fraga, 476-6925
Warranty Issues: Cindy Stapp, 476-6925
7.0 DELIVERY
Delivery times under this agreement shall be:
seventy-two
(72) hour delivery on in-
stock, in-warehouse items and two (2) week delivery
on all
other items. This does not
apply to back ordered items.
8.0 QUANTITIES
The City makes no guarantee to purchase any specific
numbers of computer systems
under this agreement. Quantities purchased will be
dependent upon each City
Department's requirements.
9.0 INSURANCE AND BONDING
Insurance Certificates and Performance Bonds must be
submitted ten (10) days prior to
start work. A new Insurance Certificate shall be
submitted
to the City for all policies
that are renewed during the term of the contract.
SECTION II
CITY OF AUSTIN
STANDARD PURCHASE
TERMS AND CONDITIONS
Seller and Buyer agree as follows:
1. SELLER TO PACKAGE GOODS: Seller will package goods
in
accordance with
good commercial practice. Each shipping container
shall be
clearly and
permanently marked as follows: (a) Seller's name and
address, (b) Consignee's
name, address and purchase order or purchase release
number and the price agreement number if applicable, (c)
Container number and total number of
containers, e.g. box 1 or 4 boxes, and (d) the
number of the container bearing the
packing slip. Seller shall bear cost of packaging
unless otherwise provided. Goods
shall be suitably packed to secure lowest
transportation costs and to conform with
requirements of common carriers and any applicable
specifications. Buyer's count
or weight shall be final and conclusive on shipments
not accompanied by packing lists.
2. SHIPMENT UNDER RESERVATION PROHIBITED: Seller is
not authorized to ship the goods under reservation and no
tender of a bill of lading will operate as a
tender of goods.
3. TITLE & RISK OF LOSS: The title and risk of loss
of the goods shall not pass to the Buyer until the Buyer
actually receives and takes possession of the goods at the
points of delivery.
4. DELIVERY TERMS AND TRANSPORTATION CHARGES. F.O.B.
Destination unless delivery terms are specified otherwise
in bid. Buyer agrees to reimburse Seller for
transportation costs in the amount specified in
Seller's bid, or actual costs, whichever is lower, if the
quoted delivery terms do not include transportation costs,
provided Buyer shall have the right to designate what
method of transportation shall be used to ship the goods.
5. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender
or delivery of goods must fully comply with all provisions
of this contract as to time of delivery,
quality, and the like. If a tender is made which
does not fully conform, this shall
constitute a breach and Seller shall not have the
right to substitute a conforming
tender provided, where the time for performance has
not yet expired, the Seller may
seasonable notify Buyer of his intention to cure and
may then make a conforming
tender within the contract time but not afterward.
6. PLACE OF DELIVERY. The place of delivery shall be
that set forth in the block of the purchase order or
purchase release entitled "receiving Agency". Any charge
thereto shall be affected by modification as provided
for in Clause 20 "Modifications" hereof. The terms of this
agreement are "no arrival, no sale."
7. INVOICES & PAYMENT.
A. Seller shall submit separate invoices in duplicate
on each purchase order or
purchase release after each delivery. Invoices shall
indicate the purchase order or purchase release number and
the supply agreement number if applicable.
Invoices shall be itemized and transportation
charges, if any, shall be listed
separately. A copy of the bill of lading and the
freight waybill when applicable
should be attached to the invoice. Mail to: Named
Receiving Department, P.O.
Box 1088, Austin, TX 78767. Supplier should keep the
Finance Department
advised of any changes in their remittance address.
B. The City's obligation is payable only and solely
from
funds available for the
purpose of this purchase. Lack of funds shall render
this
contract null and void
to the extent funds are not available and any
delivered but unpaid for goods will be returned to the
Seller by Buyer.
8. GRATUITIES. The Buyer may, by written notice
to the Seller, cancel this contract
without liability if it is determined by Buyer that
gratuities, in the form of entertainment,
gifts, or otherwise, were offered or given by the
Seller or any agent or representative of
the Seller to any officer or employee of the City of
Austin with a view toward securing a
contract or securing favorable treatment with respect
to the awarding or amending or the
making of nay determinations provisions, Buyer shall
be entitled, in additional to any
other rights and remedies, to recover or withhold the
amount of the cost incurred by the
Seller in providing such gratuities.
9. SPECIAL TOOLS & TEST EQUIPMENT. If the price
stated on the face hereof, includes the cost of any special
tooling or special test equipment fabricated or
required by the Seller for purpose of filling this
order, such special tooling equipment and any process
sheets thereto shall be come the property of the Buyer
and to the extent feasible shall be identified by the
Seller as such..
10. WARRANTY-PRICE.
a. The price to be paid by the Buyer shall be that
contained in Seller's current
prices on orders by others for products of the kind
and specification covered by
this agreement for similar quantities under similar
or like conditions and methods of purchase. In the event
Seller breaches this warranty, the prices of
the items shall be reduced to the Seller's actual
expense.b. The Seller warrants that no person or selling
agency has been employed or retained to solicit or secure
this contract upon an agreement or understanding
for commission, percentage, brokerage, or contingent
fee, excepting bona fide employees of bona fide established
commercial or selling agencies maintained
by the Seller for the purpose of securing business.
For breach or violation of this warranty, the Buyer shall
have the right in addition to any other right or
rights to cancel this contract without liability and
to deduct from the contract
price, or otherwise recover, the full amount of such
commission, percentage, brokerage or contingent fee.
11. WARRANTY-PRODUCT. Seller shall not limit or
exclude any implied warranties any attempt to do so shall
render this contract voidable at the option of the Buyer.
Seller warrants that the goods furnished will conform
to the specifications, drawings
and descriptions listed in the bid invitation, and to
the sample(s) furnished by Seller,
if any. In the event of a conflict between the
specifications, drawings, and
descriptions, the specifications shall govern.
12. SAFETY WARRANTY. Seller warrants that the
product sold to Buyer shall
conform to the standards promulgated by the U.S.
Department of Labor under the
Occupational Safety and Health Act 1970. In the
event the product does not
conform to OSHA standards, Buyer may return the
product for correction or replacement at the Seller's
expense. In the event
Seller fails to make the appropriate
correction within a reasonable time, correction made
by Buyer will be at Seller's
expense.
13. NO WARRANTY BY BUYER AGAINST INFINGEMENTS. As a
part of this contract for sale, Seller agrees to ascertain
whether goods manufactured in accordance with the
specifications attached to this agreement will give rise to
the
rightful claim of any third person by way of
infringement of the like. Buyer makes
no warranty that the production of goods according to
the specification will not give
rise to such a claim, and in no event shall Buyer be
liable to Seller for indemnification in the event that
Seller is sued on the grounds of infringement or the
like. If Seller is of the opinion that an
infringement or the like will result, he will
notify Buyer to this effect in writing within two
weeks after the signing of this
agreement. If Buyer does not receive notice and its
subsequently held liable for the
infringement or the like, Seller will save Buyer
harmless. If Seller in good faith
ascertains that production of the goods in accordance
with the specifications will
result in infringement or the like, this contract
shall be null and void, except that
Buyer will pay Seller the reasonable cost of his
search as to infringements.
14. RIGHT OF INSPECTION. Buyer shall have the right
to inspect goods at delivery before accepting them.
15. CANCELLATION. Buyer shall have the right to
cancel for default all or any part
of the undelivered portion of this order if Seller
breaches
any terms hereof including
warranties of Seller or if the Seller becomes
insolvent or commits acts of
bankruptcy. Such right of cancellation is in
addition to and not in lieu of any other
remedies which Buyer may have in Law or equity.
The City may cancel for convenience this Agreement
upon 30 calendar days written notice to the Contractor.
Effective date of such notice shall begin three (3) days
after date of posting with the United States Postal
Service with said notice being
sent to last known address of Contractor.
16. TERMINATION. The performance of work under
this order may be terminated in
whole in part by the Buyer in accordance with the
provision. Termination of work
hereunder shall be affected by the delivery order is
terminated and the date upon which such termination becomes
effective. Such right of termination is in addition to and
not in lieu of rights of Buyer set forth in Clause 15
herein.
17. FORCE MAJEURE. If, by reason of Force Majeure,
either party hereto shall be
rendered unable wholly or in part to carry out its
obligations under this Agreement,
then such party shall give notice and full
particulars of such Force Majeure in
writing to the other party within a reasonable time
after occurrence of the event or cause relied upon, and the
obligation of the party giving such notice, so far as it is
affected by such Force Majeure, shall be suspended
during
the continuance of the
inability then claimed, except as hereinafter
provided, but
for no longer period, and
such party shall endeavor to remove or overcome such
inability with all reasonable
dispatch.
18. ASSIGNMENT-DELEGATION. No right or interest in
this contract shall be assigned or delegation of any
obligation made by Seller without the written
permission of the Buyer. Any attempted assignment or
delegation by Seller shall be
wholly void and totally ineffective for all purposes
unless made in conformity with this paragraph.
19. WAIVER. No claim or right arising out of a
breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right
unless the waiver or renunciation is supported by
consideration and is in writing signed by the aggrieved
party.
20. MODIFICATION. This contract can be modified or
rescinded only by a writing
signed by both of the parties or their duly
authorized
agents.
21. INTERPRETATION-PAROLE EVIDENCE. This writing is
intended by the parties as a final expression of their
agreement and is intended also as a complete and
exclusive statement of the terms of their agreement.
No course of prior dealing between the parties and no usage
of the trade shall be relevant to supplement or
explain any term used in this agreement. Acceptance
or acquiescence in a course of performance rendered under
this agreement shall not be relevant to determine the
meaning of this agreement even though the accepting
or acquiescing party has knowledge of the performance and
opportunity for objection. Whenever a term
defined by the Uniform Commercial Code is used in the
agreement, the definition contain in the Code is to
control.
22. APPLICABLE LAW. This agreement shall be governed
by
Federal, State and local
laws.
23. ADVERTISING. Seller shall not advertise or
publish,
without Buyer's prior
consent, the fact that Buyer had entered into this
contract, except to the extent
necessary to comply with proper requests for
information from an authorized representative of the
federal, state or local government.
24. RIGHT OF ASSURANCE. Whenever one party to this
contract in good faith has
reason to question the party's intent to perform, he
may demand that the other party
give written assurance of his intent to perform. In
the
event that a demand is made
and no assurance is given within five (5) days, the
demanding party may treat this
failure as an anticipatory repudiation of the
contract.
25. VENUE. Both parties agree that venue for any
litigation arising from this contract
shall lie in Austin, Travis County, Texas.
26. PROHIBITION AGAINST PERSONAL INTERST IN
CONTRACTS. SEE SUPPLEMENTAL TERMS AND CONDITIONS.
27. TRAVEL EXPENSES. All travel and lodging expenses
in connection with this contract for which reimbursement is
claimed by the Contractor will be reviewed
against the Runzheimer Meal-Lodging Index by the City
of Austin Budget Office.
All invoices must be accompanied by copies of
receipts (hotel bills, airline tickets,
etc.). No reimbursement will be made for expenses
not
actually incurred.
28. INDEMNITY. Contractor undertakes to indemnify the
City from any and all liability loss or damages the City
may suffer as a result of claims, demands, costs, or
judgements against it arising out of the negligent
performance of the Contractor of
the terms of this contract.
29. INSURANCE. SEE SUPPLEMENTAL TERMS AND
CONDITIONS.
30. CONTRACTOR CERTIFICATION. The Contractor
certifies that the fees or prices
submitted have been arrived at independently without
consultation, communication,
or agreement for the purpose of restricting
competition, as to any matter relating to
such fees with any other firm or with any competitor.
31. CALIMS. In the event that any claim, demand,
suit, or other action is made or
brought by any person, firm, corporation, or other
entity against the Contractor, the
Contractor shall give written notice thereof, to the
City (within two (2) working
days after being notified) of such claim, demand,
suit, or action. Such notice shall
state the date and hour of notification of any such
claim, demand, suit, or other action; the names and
addresses of the person, firm,
corporation, other entity making such claim or that
instituted or threatened to institute any type of action or
proceeding, the basis of such claim, action, or
proceeding; and the name of any person against whom such
claim is being made or threatened.
Such written notice shall be delivered either personally or
by mail and shall be directed to the Legal
Department and the affected City Department, PO Box
1088, Austin, Texas 78767.32. AUDITING REQUIREMENTS. It is
agreed that Contractor shall maintain and make available
for inspection, audit and/or reproduction by any authorized
representative of the City or any other governmental
agency, books, documents, and other evidence pertinent to
the costs and expenses of this contract. This includes, to
the extent such detail will properly reflect all
cost: direct and indirect costs of labor,
material, equipment, supplies, and services and all
other costs and expenses of whatever nature for which
reimbursement is claimed under provisions of this contract.
33. NOTICES. All notices under this contract shall
be registered mail. Effective date of such notice shall
begin three (3) days after the date of posting with the
United Postal Service with said notice being sent to last
known address of recipient.
CONTRACT ADMINISTRATOR. Unless otherwise specified,
the Purchasing Office will act as the contract point
between the City and the Contractor and its designated the
Contract Administrator
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL.
All
reports,
charts, schedules, or other appended documentation to
any bid, content to basic bid,
or contracts and any responses, inquiries,
correspondence, and related material
submitted by Contractor shall become property of the
City upon receipt.
36. Delays. THE City reserves the right to delay
scheduled due dates if it is to the
advantage of all concerned participating and at no
extra cost to the Contractor.
37. COPYRIGHTS AND RIGHTS IN DATA. Where activities
supported by this project produce original computer
programs, writings, sound recordings, pictorial
reproduction, drawings, or other graphical
representation and works of any similar nature (the term
computer program includes executable computer programs and
supporting data in any form), the City of Austin has
the right to use, duplicate, and disclose, in whole or in
part, in any manner, for any purpose whatsoever and have
others do so. If the material is copyrightable, the
subgrantee may copyright such, and the City of Austin
reserves a royalty-free, non-exclusive, and irrevocable
license to reproduce, publish and use such materials, in
whole or in part and to authorize others to do so. Seller
assumes no liability for the City of Austin's use of any
material developed by Seller for any purpose other
than the purpose intended under this agreement.
38. PATENT/DISCOVERY. If any discovery or invention
arises or is developed in the course of or as a result of
work performed under this project, the Contractor shall
refer the discovery or invention to the City. The
Contractor hereby agrees that determination of rights to
inventions made under this project shall be made by the
City, who shall have sole and exclusive powers to
determine whether or not and where a patent applications or
patent which may issue
thereon. The determination of the City shall be accepted
as final. In addition, the Contractor hereby agrees and
otherwise recognizes that the City shall acquire at
least an irrevocable, non-exclusive, royalty-free license
to practice and have practiced throughout the world
for City purposes, any invention made in the course
of or under this project. The Contractor shall include
provisions appropriate to effectuate the purpose of this
condition in all contracts of employment,
consultant's agreements or contracts.
39. MAINTENANCE OF RECORD. All required records
shall be maintained until an audit is completed and all
questions arising therefrom are resolved, or three years
after completion of a project, whichever occurs
first; except that records will be retained beyond the
third year if an audit is in progress
and/or the findings of a completed audit have not been
resolved satisfactorily.
40. PUBLICATIONS. All published materials and
written
reports submitted under this
project must be originally developed material unless
otherwise specifically provided
in the contract document. When material, not
originally developed, is included in a
report, it shall have the source identified. This
identification may be in the body of
the report or by footnote. This provision is
applicable when the material is in
verbatim or extensive paraphrase format.
41. PALCE AND CONDITIONS OF WORK. For the work to be
perform principally at the City of Austin offices, the City
shall provide conference areas and other work
space for Contractor employees, and shall provide
data entry assistance, and special
supplies, in reasonable quantities for use by
Contractor personnel. Contractor personnel shall adhere to
the City's established procedure relating to the use of
facilities and equipment. The aforementioned project
manager shall be responsible
to obtain information for the Contractor, and shall
arrange all appointments, meetings, and conferences between
Contractor's staff and City personnel, and shall
make available to Contractor personnel those items as
are needed to acquaint Contractor's personnel with the
City's established
procedures.
42. PRIME CONTRACTOR RESPONSIBLITIES. The Contractor
will be required to accept responsibility for all services
offered in his proposal. The City of Austin will
consider the selected Contractor's named
representative to be the point of contact
with regard to contractual matters. The contractor
will be provided consultation time with management and
operational personnel of each participating City
department.
43. RIGHT TO PROTEST. SEE SUPPLEMENTAL TERMS AND
CONDITIONS.
44. FRAUD. Fraudulent statements on any response
will
result in disqualification and
may result in legal action.
SECTION III
SUPPLEMENTAL PURCHASE TERMS AND CONDITIONS
A. The following changes are hereby made to the
Standard Terms and Conditions:
1. Paragraph 26, entitled "Prohibition Against
Personal Interest in Contracts" is deleted in its entirety
and replaced with the following
paragraph:26. PROHIBITION AGAINST PERSONAL INTEREST IN
CONTRACTS: No officer or employee of the City who is
involved in the development, evaluation, or decision making
process of this solicitation shall have a financial
interest, direct or indirect, in this Contract. Any
willful violation of this section shall constitute
impropriety in office, and any officer or employee guilty
thereof shall be subject to disciplinary action up to and
including dismissal. Any violation of this provision, with
the knowledge, expressed or implied, of the Seller shall
render this Contract voidable by the City.
2. Paragraph 29, entitled "Insurance" is deleted in
its entirety and replaced
with the following paragraph:
29. INSURANCE. (Applicable to Contracts for services
that are performed at the City facilities or for supplies
that are delivered to the City facilities by vendor
personnel).
A. General Requirements.
1. Insurance is required on all City Contracts as
stated above unless otherwise specified.
2. The Seller shall at a minimum carry insurance in
the types and amounts indicated below for the duration of
the Contract and during any warranty period. Buyer shall
be listed as an additional insured on all policies (except
Workers compensation).
3. The Seller's shall forward Certificates of
Insurance to the Buyer as verification of coverage and
endorsements required below.
4. Seller shall not commence work until the required
insurance is obtained and has been reviewed by Buyer.
Approval of insurance by Buyer shall not relieve or
decrease the liability of Seller hereunder and shall not be
construed to be a limitation of liability on the part of
Seller.
5. Seller's insurance coverage shall be written by
companies licensed to do business in the State of Texas at
the time the policies are issued and shall be written by
companies with A.M. Best ratings of B+VII or better.
6. All endorsements naming the Buyer as additional
insured, waivers, and notices of cancellation endorsements
as well as the Certificate of Insurance shall contain the
Contract number and indicate: City of Austin, Purchasing
Office, P.O. Box 1088, Austin, Texas 78767.
7. The "other" insurance clause shall not apply to
the Buyer where the Buyer is an additional insured on any
policy. It is intended that policies required in the
Contract, covering both Buyer and Seller, shall be
considered primary coverage as applicable.
8. If insurance policies are not written for amounts
specified below, Seller shall carry Umbrella or Excess
Liability Insurance for any differences in amounts
specified. If Excess Liability Insurance is provided, it
shall follow the form of the primary coverage.
9. Buyer shall be entitled, upon request and without
expense, to receive certified copies of policies and
endorsements thereto and may make any reasonable requests
for deletion or revision or modification of particular
policy terms, conditions, limitations, or exclusions except
where policy provisions are established by law or
regulations binding upon either of
the parties hereto or the underwriter on any such
policies.
10. Buyer reserves the right to review the insurance
requirements set forth during the effective period of this
Contract and to make reasonable adjustments to insurance
coverage, limits, and exclusions when deemed necessary and
prudent by Buyer based upon changes in statutory law, court
decisions, the claims history of the industry or financial
condition of the insurance company as well as Seller.
11. Seller shall not cause any insurance to be
cancelled nor permit any insurance to lapse during the term
of the Contract or as required in the Contract.
12. Seller shall be responsible for premiums,
deductibles and self-insured retentions, if any, stated in
policies. All deductibles or self-insured retentions shall
be disclosed on the Certificate of Insurance.
13. Seller shall provide Buyer thirty (30) calendar
days written notice of erosion of the aggregate limits
below occurrence limits for all applicable coverages
indicated in the Contract.
14. If Buyer owned property is being transported or
stored off-site by Seller, then the appropriate property
policy will be endorsed for transit and storage in an
amount sufficient to protect Buyer's property.
B. Specific Requirements:
1. Worker's Compensation and Employer's Liability
Insurance.Coverage Shall be consistent with statutory
benefits outlined in the Texas Worker's Compensation Act
(Art. 8308-1.01 at seq Tex. Rev. Civ. Stat.). Seller shall
assure compliance with this statute by submitting a
standard certificate of coverage to Buyer for every vendor
providing services under the Contract as acceptable proof
of coverage. Worker's Compensation Insurance coverage
written by the Texas Workers Compensation Fund is
acceptable to Buyer. Seller's policy shall apply to the
State of Texas and include:
a. A Waiver of Subrogation Endorsement in favor of
Buyer.
b. Thirty (30) calendar days Notice of Cancellation
in favor of Buyer.
c. Minimum policy limits for Employer's Liability
Insurance coverage shall be $100,000 bodily injury by
disease each employee.
2. Commercial General Liability Insurance. The
policy shall include:
a. Blanket contractual liability coverage for
liability assumed under this Contract and all Contracts
related to this project.
b. Completed Operations/Products Liability for the
duration of the warranty period.
c. Thirty (30) calendar days Notice of Cancellation
in favor of Buyer.
d. A Waiver of Transfer of Recovery Against Others in
favor of Buyer.
e. A minimum combined bodily injury and property
damage limit of $600,000 per occurrence.
3. Business Automobile Liability Insurance. Seller
shall
provide coverage for all owned, non-owned and hired
vehicles. The policy shall include:
a. A waiver of Subrogation Endorsement in favor of
Buyer.
b. Thirty (30) calendar days Notice of Cancellation
in
favor
of Buyer.
c. A minimum combined single limit of $600,000 per
occurrence for bodily injury and property damage.
Alternate acceptable limits are $250,000 bodily
injury per person, $500,000 bodily injury per occurrence
and at least $100,000 property damage liability each
accident.
3. Paragraph 43, entitled "Right to Protest" is
deleted in its entirety and replaced with the following
paragraph:
43. PROTEST PROCEDURES. The purchasing Officer has
the authority to settle or resolve any claim of an alleged
deficiency or protest. The procedure for notifying the
City of Austin of an alleged deficiency or
filing a protest are listed below. If you fail to
comply with any of these requirements, the Purchasing
Officer may dismiss your complaint or protest.
A. Prior to bid opening or proposal closing date: If
you are a prospective bidder or proposer and you become
aware of the facts regarding what you believe is deficiency
in the solicitation process before the bid is opened or
before closing date for receipt of proposals, you must
notify the City in writing of the alleged deficiency before
those dates, giving the City an opportunity to resolve the
situation prior to the bid opening or proposal closing
date.
B. After bid opening or proposal closing date: If
you submit a bid or a proposal to the City and you believe
that there has been a deficiency in the solicitation
process or the award, you have the opportunity to protest
the solicitation process or the recommended
award as follows:
1. You must file written notice of your intent to
protest within three (3) calendar days of the date that you
know or should have known of the facts relating to the
protest. If you do not file a written notice of intent
within this time, you have waived all rights to protest the
solicitation process or the award.
2. You must file your written protest within 14 (14)
calendar days of the date that you know or should have
known of the facts relating to the protest unless you know
of the facts before the bid has opened or before closing
date for receipt of proposals. If you know of the facts
before those dates, you must notify the City as stated
above.
3. You must submit your protest in writing and must
include the following information:
a. your name, address, telephone, and fax number;
b. the solicitation number and CIP number, if
applicable;
c. a detailed statement of the factual grounds for
the protest,
including copies of any relevant documents.
4. Your protest must be concise and presented
logically and factually to help the City's review.
5. When the City receives a timely written protest,
the Purchasing Officer will determine whether the grounds
for your protest are sufficient. If the Purchasing
Officer decides that the grounds are sufficient, the
Purchasing Officer will schedule a protest hearing, usually
within five (5) working days. If the Purchasing Officer
determines that your grounds are insufficient, the City
will notify you of that decision in writing.
6. The protest hearing is informal and is not subject
to the Open Meetings Act. The purpose of the hearing is to
give you a chance to present your case, it is not an
adversarial proceeding. Those who may attend from the City
are: representatives from the department that requested
the purchase, the Department of Law, the Purchasing Office,
and other appropriate City staff. You may bring a
representative or anyone else that will present information
to support the factual grounds for your protest with you to
the hearing.
7. A decision will usually be made within fifteen
(15) calendar days after the hearing.
8. The City will send you a copy of the hearing
decision after the appropriate City staff had reviewed the
decisiion.
9. When a protest is filed, the City usually will not
make an award until a decision on the protest is made.
However, the City will not delay an award if the City
Manager or the Purchasing Officer determines that:
a. the City urgently requires the supplies or
services to be purchased, or
b. failure to make an award promptly will unduly
delay delivery or performance.
In those instances, the City will notify you and make
every effort to resolve your protest before the award.
B. The following Terms and Conditions are hereby
incorporated and shall apply to this
procurement:
1. Performance
Failure of the City to insist in any one or more
instances upon performance of any of the terms and
conditions of this contract shall not be construed as a
waiver or relinquishment of the future performance of
any terms and conditions, but the Contractor's obligation
with respect to such performance shall continue in full
force and effect.
2. Contingent Fees
The Contractor warrants that no person or selling
agency has been employed or retained to solicit or secure
this contract upon an agreement or understanding
for commission, percentage, brokerage, or contingent fee
expecting bona fide Employees of bona fide established
commercial or selling agencies maintained by the Contractor
for the purpose of securing business. For breach or
violation of this warranty, the City shall have the right,
in addition to any other right or rights to cancel this
contract without liability and to deduct from the contract
price, or otherwise recover the full amount of such
commission, percentage, brokerage or contingent fee.3.
Performance BondWithin fourteen (14) days after
notification of award of contract and prior to execution of
contract, the contractor shall submit a Performance Bond in
the amount of 50% of the total amount of the contract.
The Performance Bond shall remain in effect throughout the
initial contract period. A new Performance Bond in the
amount of 50% of the total contract amount of any
extension periods shall be provided for each
respective extension period.
SECTION IV
CITY WIDE CONTRACT FOR PERSONAL COMPUTERS
City of Austin, Texas and Micro-Media Solutions, Inc.
SIGNATURE PAGE
1.0 ENTIRE CONTRACT
The above constitutes the entire contract and is not
subject to modification by parol or course of dealing or
practice and shall be modified only in accordance with
Section II, Paragraph 20.0, MODIFICATIONS.
BY THE SIGNATURES affixed below, the above contract,
which includes the Contractor's proposal, hereby
incorporated by reference as part of the terms of this
document, is hereby accepted as to all the terms and
conditions.
VENDOR/SUPPLIER: CITY OF AUSTIN:
BY:----------------------------------
BY:--
- -----------------------------------
- ---------
Jose Chavez, President Eddie Futcher Clark
Micro-Media Solutions
501 Waller St. Deputy
Purchasing
Officer
Purchasing
Office
Austin, TX 78702 Finance and
Administrative Services
Department
Date: 5/23/97 Date:
5/30/97
Finance and Administrative Services
Approve amendment #1 to increase the twelve month
contract with the following vendors: MICRO-MEDIA
SOLUTIONS, INC., (MBE/MH), Austin. Texas;
COMPUTER SOLUTIONS, (WBE/FR), Austin, Texas; DELL
COMPUTERS, Round Rock, Texas; INACOM INFORMATION SYSTEMS,
Austin, Texas for the purchase of notebook computers,
desktops computers, servers and three
year on site warranty and service, in the amount of
$3,334,642, for a total amount to all contractors not to
exceed $6,334,642 with three twelve month extensions
options in an amount not to exceed $3,000,000 per
extension, for total contract amounts not to exceed
$15,334,642. Funding in the amount of $2,594,160 was
included in the 1997-98 approved Capital budget of the
Electric Utility Department. Funding for the extension
options is contingent upon available funding in future
budgets. Best proposal of three. No M/WBE Subcontracting
opportunities identified.
City of Austin
April 21, 1997
Jose Chavez, President
Micro-Media Solutions, Inc.
501 Waller St.
Austin, TX 78702
RE: Request for Proposal No. LB97300002
Personal Computer Procurement
Dear Mr. Chavez:
The City Of Austin would like to thank you for your
response to the above referenced
solicitation and to advise you that the evaluation
process is now completed. We are recommending to City
Council that awards be made to the following proposers for
the manufacturers indicated.
Dell Dell Computer Corporation,
Round
Rock, TX
IBM Inacom Information Systems,
Austin,
TX
Hewlett-Packard Micro-Media Solutions,
Austin, TX
Compaq Computer Solutions,
San Antonio, TX
NEC Computer Solutions,
San Antonio, TX
This item is scheduled for action by Council on
April24,
1997. A composite evaluation
matrix is attached to this notification.
Thank you for your continued interest in doing
business
with the City of Austin.
Sincerely,
Loren Breland, Buyer
Purchasing Office
Financial and Administrative
Services Department
Ordering Process - Hewlett Packard
1. Departmental contact person will request quote
from Micro-Media Solutions' website. Standard
configurations will be bundled.
2. Departmental contact person enters purchase order
(PG transaction).
3. Reference Micro-Media Solutions' quotation number
on PG.
4. Fax signed/dated PG to Micro-Media Solutions. Do
not sent a hard copy.
5. Delivery date within two weeks, usually less time.
Equipment will be delivered to the shipping address.
Servicing Process
1. Service is available only on equipment purchased
through this contract. To determine if the equipment is
under warranty through this
contract,
call Cindy Stap
at 512/476-6952, Ext. 122.
2. If the defective equipment is not under warranty,
contact the City's help desk at
512/499-2393.
Texas Migrant Council
Estimated Value of Contract: $1,000,000
Scope of Contract: 4 state, 80 city Wide Area Network
via the Internet.
Transactive
Estimated Value of Contract: $240,000
Scope of Contract: Installation and service of Parks &
Wildlife machines and Lone Star Card machines statewide.
TXDOT
Estimated Value of Contract: $400.000
Scope of Contract: Provide computer Hardware,
Software and networking equipment.
Texas Department of Health
Estimated Value of Contract: $200,000
Scope of Contract: Provider of computer Hardware and
Software.
Texas Department of Health
No formal contracts
Competitive Bids
Sample Purchase order issued upon award
APPENDIX A
RJ 45 connector- UIP (must be capable of operating with
Grade 5 UTP/ STP wiring)
DMA BUS Master
All hardware has two year Next Business Day on site
warranty
Recommended Products: Allied Telesis AT- I 500T Ethernet
NIC Card
ITEM 15- Standard Workstation Wiring 256 UNITS
In projecting this price, vendor should use an average
length of one hundred and fifty
( 150) feet of plenum rated, Category 5 UTP cable per drop.
All cable and work must
meet or exceed specifications outlined in TERMS AND
CON'DITIONS, Section 27 -
Ethernet Cable Installation
ITEM 16 - Backup/Archival System 34 UNITS
MINIMUM SPECIFICATIONS
External drive, self powered 2 GB Capacity without using
Data Compression
SCSI controller
SCSI cable to connect controller to drive
Backup software (must be Cheyenne .NLM based)
All hardware and software must be 100% NOVELL NetWare 4.1
compatible
All hardware has two year Next Business Day on site
warranty
Recommended Products: EXABY1E FS4000 tape drive with
ADAPTEC 1510 SCSI
interface card and Cheyenne.NLM based backup software.
ITEM 17 - SP LaserJet 4+ Network 39 UN1TS
MINIMJM SPECIFICATIONS
HP LaserJet 4+ network laser printer with:
600 x 600 DPI resolution
45 Internal scaleable fonts (10 Truetype Fonts)
Ability to add Post Script (Adobe Type 1) SIMM
8 pages per minute or greater
HP JetDirect Ethernet Interface Card
8 Megabytes installed memory
Two (2) additional toner cartridges
All hardware has two year Next Business Day on site
warranty (excludes toner
cartridges)
Recommended Products: HP LaserJet 4+ laser printer with 8
Mb installed memory, an
HP JetDirect Ethernet Interface Card and three (3) toner
cartridges.
APPENDIX B
up to 90 percent (non-condensing)
Standalone, external modem with LED indicators for receive
data, transmit data,
carrier detect
Cable to connect modem to rnicrocomputer included
CCI1T Group 3/EL4~ TR29 Class 2 fax capability
All hardware has two year Next Business Day on site
warranty
Recommended Products: Multitech MultiModem II 1932ZDX and
six foot serial cable.
ITEM 20 - POWERCHUTE UPS Software 32
UNITS
ITEM 21 - NOVELL NetWare 4.1 (25 User) 32
UNITS
ITEM 22 - WordPerfect 5.1+ (or greater) for DOS
35 UNITS
ITEM 23 - REACHOUT Remote Communications Software
34 UNITS
Version 4.02 or greater
Host and Remote
ITEM 24 - LANTASTIC Network Operating System
1 UNIT
Version 6.0 or greater
APPENDIX C
Inventory Considerations
New equipment: The Vendor shall affix a "Property of Texas
Department of Health Tag" on all equipment purchased by the
State Agency as appropriate within the general
operating constraints of the equipment. The State Agency
will provide these tags to the Vendor along with any
pertinent instructions on their proper use. The State
Agency
contact for TDH Property tags is:
Petra Moher
MAMD
Texas Department of Health
1100 West 49th Street
Austin TX 787S6
Inventory update listing: An inventory listing of all new
equipment being supplied to the public heal h clinic by the
Vendor shall be provided to the State Agency Designate
before payment to the Vendor can occur. This listing must
contain the following: TDH Tag Number (if applicable)
Serial Number Description Brand Name Model Number
Location Delivered (Address of Location) Date of Deployment
Invoice Number Invoice
Item Number
The State Agency Designate is:
Dick Young
ICES Project
Texas Department of Health
1100 West 49th Street
Austin TX 787S6
NOTE: If the Item being delivered is to be installed within
another piece of TDH property the Vendor will be expected
to identify the TDH tag number of the equipment
containing the new item(s). For e.xample, netuork interface
cards installed inside TDH workstations - the serial number
of the NIC card must be linked with the TDH number
of the existing workstation.
Movement of TDH property under warranty: During the course
of the warranty period it is anticipated that equipment may
be replaced or removed from the public health
clinic site for repair. The vendor is expected to provide
the State Agency updated inventory information as it
becomes available on a timely basis to be agreed upon by
mutual consent
The Vendor must provide a point of contact, local to the
Austin area, for questions
pertaining to inventory issues.
Texas Department of Health
February 7,1995
Re: Request For Pricing (RFP)
Contract Catalog Procedures
Integrated Client Encounter System Procurement
Reqn. No.: 501-5-11547
Return Deadline: 1:00 PM, January 11, 1995
Dear Mr. Chavez,
The Texas Department of Health (70H) Materials Acquisition
and Management Division (MAMD) has developed this Request
For Pricing (RFP) for the referenced procurement. The
enclosed specifications, terms and conditions are provided
in order to allow submittal of a more complete, accurate
response to TDH-MAMD's requirements for the expansion of a
project being undertaken by The Associateship of
Information Resources Management (IRM).
The detailed description of this project can be summarized
as follows. First, the IRM will be automating local health
clinics in four counties with the Integrated Client
Encounter System (ICES) software. Second, the IRM will
install approximately 33 public health clinic networks with
Ethernet topology (see Appendix B for clinic locations).
Third, the public health clinic networks will be installed
with LAN Network Operating Systems and equipment. Fourth,
the IRM will purchase a two year on site maintenance
contract for specified equipment (see Appendix A, Item
Descriptions, for specifications). Fifth, the entire
project may be repeated at approximately thirty (30)
additional sites in the Texas Rio Grande Valley area. A
supplemental Itemized Price Evaluation Sheet and revised
Appendix detailing the equipment each site is to receive
will be provided for the additional sites. The
specifications, negotiated points, terms and conditions
resulting from the award of the initial project will be
applied for the additional sites.
Given the magnitude of this project and the implementation
and support issues it creates, the Department has
determined it advantageous to attempt to find one Qualified
Information Services Vendor capable of handling this
project. The detailed specifications and general
considerations are outlined in the accompanying documents.
TDH may issue addenda based on any questions you may have.
The primary contact for technical questions about this
Request for Pricing is Mr. Roger Haney at (512) 836-
0828 or fax (512) 836-1540.
Texas Department of Health
David R. Smith, M.D. 1100 West 49th Steet Carol S. Daniels
Comrnissioner Auur,tin, Texar, 78756-3199 Deputy
Comniissioner for Programs
(512) 458-71 1 1
Roy L. Hogan
Deputy Commissioner for Administation
February8, 1995
Re: ICES Project Catalog Contract Purchase, Requisition
Number 501-5-11547
Dear Mr. Chavez,
The Texas Department of Health ICES Project will accept the
following equipment at
this time
(RFP), Requisition Number 501-5-11547:
ITEM 1: ALR Evolution V STe 90 File server with two (2)
Adaptec AHA2940 PCI-
SCSI
controller cards
ITEM 2: ALR Evolution V STe 90 File server with two (2)
Adaptec AHA2940 PCI-
SCSI
controller cards
- ITEM 3: Two (2) Fujitsu Model M2694 SCSI Hard Drives in
two (2) CRU four bay
drive
enclosures
ITEM 4: Four (4) Fujitsu Model M2694 SCSI Hard Drives in
two (2) CRU four bay
drive
enclosures
ITEM 7: ALR Evolution X workstations
ITEM 8: ALR Evolution X workstations
ITEM 11: Allied Telesen CenterCOM 3612T-A9 Concentrator
ITEM 12: Allied Telesen AT1700+ Ethernet 10BaseT Network
Interface Card
ITEM 13: Allied Telesen AT1500+ Ethernet 10BaseT Network
Interface Card
ITEM 15: Exabyte FS4000 Tape drive with AHA1510 SCSI
interface card and
Cheyenne
.NLM software
ITEM 16: HP Laserjet 4+ printer
ITEM 17: APC Smart-UPS 1250
ITEM 18: Multitech MultiModem II 1932ZDX with six (6) foot
serial cable
Any items not listed above are covered under Appendix A of
the Request for Pricing
(RFP) without
need for additional clarification.
Sincerely,
_ XX 4n
Dick Young
Program Specialist, ICES Project
HISTORICALLY UNDERUTILIZED BUSINESS
Good Faith Effort compliance:
Per Texas Civil Statutes Art. 60 lb 3 10 and S.36, State
agencies are required to make a good faith effort to assist
HUBs in receiving at least 30% of the total value of ail
contract awards issued by the State. " Historically
Underutilized Business" is defined in Texas Civil Statutes
Art. 601b 1.02(3). "Total value of all contract awards"
includes the value of subcontracts. Therefore, any
business. (Prime Contractor) that contracts with the State
is expected to make a good faith effort to assist HUBs in
receiving at
least 30% of the total value of subcontracts that the Prime
Contractor awards on State contracts. A subcontractor is an
entity that enters into a contract with a Prime Contractor
to provide a portion of the goods or services for which the
Prime Contractor is responsible under the terms of its
contract with the State. To make such a good faith effort,
the Prime Contractor should comply with the Governor's
Executive Order criteria set forth below
1. To the extent consistent with prudent industry practice,
divide the contract work into the smallest feasible
portions.
2. Notify HURs of the work that the Prime Contractor
intends to subcontract. The notice shall include a copy of
the specifications, adequate information about the plans,
scope of work, and requirements of the work: to be
subcontracted, in order to allow all interested parties the
opportunity to participate effectively. The Prime
Contractor
should provide written notice with sufficient time to allow
all interested parties the opportunity to participate
effectively. The Prime Contractor should send notice to at
least 5 businesses in the current General Services
Commission (GSC) HUB directory that perform the type of
work required. If the GSC HUB directory does not have at
least
S businesses, then the Prime Contractor should send the
required notice to HUBs on other government agency listings
or other organizations' listings that provide assistance
in identifying minority and women-owned enterprises. If a
Prime Contractor uses sources other than the GSC HUB
directory, syubcontractors selected will have to be
certified by GSC or provide proof of certification from the
Federal Government SBA 8a Program defined in Federal
Regulation IS USC 637(a) and 636(j).
3. In certain instances the Prime Contractor will be
requested to explain why a HIJB was not hired for specific
work This shall include: a) instances where the Prime
Contractor selects a subcontractor through means other than
accepting quotes; and b.) instances where, after accepting
quotes, the low responsive vendor was a HUB and was
not the awarded subcontractor.
4. Maintain records of all the foregoing activity and the
report quarterly to the Texas Depatrnent of Health (TDH) in
the format required by TDH.
S. Contracting Parties that lease space to the State should
follow the foregoing steps with regard to all goods and
services provided for the leased space after commencement
date of the lease.
Historically Underutilized Business (HUB)
TDH Guidelines for Achieving (HUB-GUIDE)
GOOD FAITH EFFORT
In making a determination that a good faith effort has been
made (for contracts over $ 100,000), the check list below
shall be completed, with documentation attached explaining
in what ways the Prime Contractor has made a Good Faith
Effort according to each minimum requirement. This list is
not exclusive or exhaustive and in an appropriate case
Texas Department of Health (TDH) shall consider other
relevant
factors or tapes of efforts. The TDH shall consider not
only the different kinds of efforts the Prime Contractor
has made, but also the quantity and intensity of those
efforts. The Prime Contractor is requested to complete this
form.
(1) Did the Prime Contractor provide notices to at least
five HUBs with the skills and
ability to perform the type of work required ?
(2) Did the Prime Contractor advertise in general
circulatio4 trade associatio4 and/or
minority/woman focus media conceming subcontracting
opportunities ?
(3) Did the Prime Contractor provide written notice to a
reasonable number of HUBs allowing sufficient time for HUBs
to participate effectively ?
(4) Did the Prime Contractor divide the contract work into
the smallest feasible portions in order to increase HIJB
participation ?
(5) Did the Prime Contractor document reasons for rejection
?
(5a) Was a written rejection notice including the reason
for rejection sent to the rejected HUB ?
(5b) Was a meeting held between the Prime Contractor and
the price rejected HU13 to discuss the rejection?
(6) Did the Prime Contractor follow up initial
solicitations of Interest by continuing certified HUBs to
determine with certainty whether the HUBs were interested
?
(7) Did the Prime Contractor provide HUBs with adequate
information about bonding, insurance, the plans,
specifications, scope of work and requirements of the
contract?
(8) Did the Prime Contractor negotiate in good faith with
interested HUBs, not rejecting HUBs who qualify as lowest
and responsive vendors ?
(9) Did the Prime Contractor effectively use the services
of available minority and women; community organizations
contractor groups; local, State, and federal business
assistance offices, and other organizations that provide
assistance in the identification
of HUBs ?
Micro-Media Solutions, Inc.
List of References
1. Sema
Mike Candelas, President
701 8razos, Suite 300
Austin, Texas 78701
512-320-5701
54 Nodes
2. IMS Media
Jay Juba, Vice-President
1120 Capitol of Texas Highway South
Building 3, Suite 300
Austin, Texas 78746
512-329-7264
51 Nodes
3. CompuAdd Corp
Thomas Hardt
12303 Technology Blvd
Austin, Texas 78727
512-3454585 (BCM, Thomas Hardt)
150 Node Network
4. HQ Air Intelligence Agency
Communications- Computer Engineering and Installation
Services
Ms. Doris Brown
(210) 977-2821
(F41621 49-1D-7003)
(Teaming Partner- Optech)
240 Nodes
5. Kelly AFB
Systems Engineering Support
Ms. Brenda Dillard
(210) 536-5292
(F41624-93-CZ024)
(Teaming Partner- Optech)
60 Nodes
13. Canutillo Health Center
300 Farm Road
El Paso, Texas 79853 8 Node Network
14. Northeast Clinic
5587 Transmountain
El Paso, Texas 79924
12 Node Network
15. San Juan Clinic
6292 Trowbridge Street
El Paso, Texas 79905
5 Node Network
16. Tigua Health Center
7869 San Jose Road
El Paso, Texas 79915
8 Node Network
17. Williamson County Health Clinic
100 West 3rd Street
Georgetown, Texas
17 Node Network
18. La Porte Health Center 911 South 8th Street
La Porte, Texas 77571 9 Node Network
19. Antoine Health Center 7020 Antoine
Houston, Texas 77088 15 Node Network
20. Humble Health Center
1730 Humble Place
Humble, Texas 77338
17 Node Network
21. Westside Clinic
5195 Mace Street
El Paso Texas 79932
5 Node Network
Texas Department of Health
The Texas Department of Health (TDH) Materials Acquisition
and Management (MAMD) has requested information, pricing
and clarifications for the Integrated Client Encounter
System (ICES) hardware, software and installation
procurement. The
enclosed Request For Pricing (RFP) # 501-5-11547,
pecifications, terms and conditions (T & C's) dated
February 7, 1995, constitute the specifications, T & C's
under which this contract shall be performed. The prices
incorporated herein are in accordance with the fore
mentioned documents. By signature hereof, Micro Media
Solutions (hereafter referred to as Contractor) certifies
full obligation to comply with all conditions attached and
stipulated in the aforementioned documents (except as
superseded by the attached T&Cs). The State will not be
bound by any oral statement or representation, contrary to
the written specifications or conditions attached and
stipulated in the aforementioned documents (except as
superseded by the attached T&C's).
EMPLOYMENT AGREEMENT
BETWEEN
MICRO-MEDIA SOLUTIONS, INC.
AND
JOSE CHAVEZ
THIS AGREEMENT dated June 15, 1997 (hereinafter called the
("Agreement") by and among MICRO-MEDIA SOLUTIONS, INC., a
Utah corporation and Jose Chavez (the "Executive")
WITNESSED THAT:
WHEREAS, Jose Chavez has this date acquired 7,125,000
shares of the capital stock of MSI and
WHEREAS, the Executive founded Micro-Media Solutions, Inc.
of Texas (MSI) and has served as an executive officer of
MSI for the past five (5) years and is familiar with the
operations and business of MSI, and has over 20 years of
related experience.
WHEREAS, MSI desires to secure the services of the
Executive in the continued conduct of the operations and
business of MSI, and
WHEREAS, the Executive desires to be employed in the
continued conduct of the operations and businesses of MSI
and
WHEREAS, MSI is a public traded company based in Austin,
Texas and a wholly owned subsidiary of MSI Utah. The
corporation was formed to provide computer hardware,
software programming, system support, maintenance, media
duplication, kitting, and related services to the public
and private sectors. MSI is a minority owned business that
is HUB certified to du business with state and corporate
clients. The principals in the firm have significant
computer related experience and it is imperative that the
MBE/HUB status be maintained as long as possible.
At the date of the public company transaction the Hispanic
makeup working in the company controlled 71% of the company
ownership with the Executive owning 66%. Now, therefore
the Executive will receive a matching stock % of new stock.
To remain in control of MSI (51.5%) until MSI's graduation
from HUB status.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the
parties hereto, intending to be legally bound, agree as
follows:
ARTICLE 1
EMPLOYMENT
Section 1.01. Employment. MSI shall employ the Executive,
and the Executive shall serve MSI, in an executive capacity
in accordance with the terms and conditions hereof.
Section 1.02. Employment Period. The Executive shall be
employed from June 23, 1997 hereof through March 31, 2001
inclusive, subject, however, to prior termination as
hereinafter provided in Article II hereof (such period of
employment being hereinafter called the "Employment
Period"). In addition, the employment period will cover
two (2) one year employment extension options to be
mutually agreed between:
Section 1.03. Duties. Commencing with the beginning of the
Employment Period, the Executive shall perform the duties
of President/CEO of MSI, as such duties are set forth in
the By-Laws of MSI subject always to the direction and
control of the Board of Directors of MSI Texas and Utah.
The Executive shall devote his entire working time and
attention to and will use his best energies and abilities
in the performance of such duties to the reasonable
satisfaction of MSI. Such duties shall be performed at 501
Waller Street, Austin, Texas subject to travel to such
place or places as the interest, needs, business, or
opportunities of MSI shall require.
Section 1.04 Conflicting Activities. During the Employment
Period the Executive shall not engage in any other business
activity which might interfere with the devotion of his
entire working time to serving MSI and performing his
assigned duties.
Section 1.06. Compensation. During the Employment Period,
the Executive shall receive as compensation for his
services an annual salary of not less than $100,000.00 per
annum. MSI shall reimburse the Executive for all
reasonable out-of pocket expenses incurred in the lawful
ordinary course of his employment which are properly
reported to MSI in accordance with its accounting
procedures. At the end of fiscal year, the Executive will
be granted a five year option to purchase up to 100,000
shares of common stock at a price of $1.50 per share
excerciseable for a period of 5 years commencing July 1 of
each year.
Section 1.07. Employee Benefits. During the Employment
Period, the Executive shall be eligible to participate in
all of MSI employee welfare, benefit and vacation plans and
arrangements in accordance with their terms as in effect
from time to time which are applicable to employees of MSI
similarly situated. The Executive will be required to take
at least 3 weeks of vacation each calendar year.
Section 1.08. Bonus. During the Employment Period, the
Executive shall have the right to a Bonus, at the
discretion of the Board of Directors. The Bonus will
consist of cash and common stock and will be based upon
performance, revenues, and common stock value. The base
for the calculation of the bonus at the end of each fiscal
year will be as follows:
Revenue $10,000,000
Common Stock
Value $3.00
For each ten percent increase in revenues from year to year
(base year revenue 1998), the Executive will be issued
100,000 shares of common stock at 50% the then current
market value, not to exceed $1.70 per share.
For each $1.00 increase in the common stock value above the
base common stock value (highest previous level),
calculated on the last 90 day average, the Executive will
be paid a cash bonus of $100,000 due no later than June 30,
of each fiscal year.
Section 1.09. Automobile. During the Employment Period the
Executive shall be provided an automobile allowance up to
$650.00 per month for an automobile to be used in business
use.
ARTICLE II
TERMINATION
Section 2.01. Death and Incapacity. If the Executive dies
during the Employment Period, his employment hereunder
shall immediately terminate. If during the Employment
Period the Executive shall become unable to continue to
perform his duties hereunder because of physical or mental
incapacity or disability of a nature reasonably expected to
continue for more than three years, then MSI may terminate
his employment hereunder by delivery of written notice to
the Executive, which notice shall specify the date of
termination, which date shall be not sooner than 30 days
after the date of such notice. Any such physical or mental
incapacity or disability shall be conclusively established
by a certificate to such effect by a medical doctor, as
selected by MSI. Executive shall make himself reasonably
available for an examination by such medical doctor;
provided that if Executive is not so available, then MSI's
reasonable determination of such a physical or mental
incapacity or disability shall be conclusive.
Section 2.02. For Cause. If during the Employment Period
the Executive shall in a material respect (a) continue to
fail to perform his duties hereunder or under law or (b)
continue to violate any agreement, covenant, term or
condition hereunder after delivery of written notice from
MSI of such failure or violation providing 30 days to
correct such failure or violation (if correctable), or if
during the Employment Period, MSI acting in good faith and
upon reasonable grounds, determines that the Executive has
engaged in gross misconduct which has severely injured the
business or reputation of MSI or otherwise materially and
adversely affected either of its interests or which might
so injure either of its business or reputation or so affect
either of its interests if the Executive were retained
then, and in any such event MSI may, by delivery of written
notice to the Executive, terminate his employment hereunder
at any date specified in such notice.
Section 2.03. Effect. Upon termination hereunder together
with the payment of any salary accrued under Section 1.06
hereof, Executive's employment and all obligations of MSI
under Sections 1.01, 1.06, 1.07 and 1.08 hereof shall
forthwith terminate. The obligations of the Executive and
MSI set forth in Article III hereof shall continue
notwithstanding the termination of the Executive's
employment pursuant to Article II hereof.
ARTICLE III
THE EXECUTIVE'S COVENANTS
Section 3.01. Confidentiality. Recognizing (1) that
unpublished patentable or unpatentable data and technical
or nontechnical information in any way related to the
business of MSI or its affiliates (the term "affiliates" as
used in this Article III and Section 4.03 hereof, shall
include all parties controlling, controlled by or under
common control with MSI, such as, but not limited to:
designs, procedures, processes, formulae, trademarks,
patents, copyrights, software, projects, project costs,
financial or pricing data, marketing plans, customer and
supplier lists or business projections (including but not
limited to such of the foregoing used in the business of
MSI constitute valuable trade secrets or confidential
information (such data and information being hereinafter
collectively called "Confidential Information") and (2)
that such Confidential Information is the property of MSI
or its affiliates, in consideration of the Executive's
access to and use of Confidential Information, the
Executive covenants to hold such Confidential Information
in trust for MSI and its affiliates, and covenants not
disclose or use the same other than in the business of MSI.
Without limitation on the foregoing the Executive shall:
(a) not directly or indirectly, disclose or make
available to anyone or use outside of
his employment with MSI any Confidential Information
without the prior written consent of MSI.
(b) safeguard all Confidential Information in his
possession at all times so that access
to it is not allowed to any unauthorized person,
corporation or entity (including unauthorized employees and
agents of MSI or its affiliates):
(c) promptly disclose to MSI and its affiliates all
matters coming to his attention
during his employment pertaining to the business or
interests of MSI and its affiliates and all ideas which he
may conceive and all inventions, improvements or
discoveries which he may make and which may relate to the
business or interests of MSI and its affiliates, whether
conceived or made during working hours or otherwise and
whether alone or jointly with others, and disclaim all
rights, title and interest in and to all such ideas,
inventions, improvements or discoveries recognizing them to
be the sole property of MSI and its affiliates; and
(d) deliver to MSI and its affiliates, promptly upon
termination of his employment,
papers, photographs, photo reproductions, computer tapes,
tape recordings and other documents and materials
containing any Confidential Information, and all personal
notes, reports, plans, drawings and copies, extracts and
reproductions thereof, relating to the business of MSI and
its affiliates in his possession or control.
Section 3.02. Noncompetition. For the period commencing
with the beginning of the Employment Period and ending on
the earlier to occur of (i) December 31,2000 or (ii) one
year from the date of termination under Article II hereof
(hereinafter called the "Noncompetition Period"), the
Executive shall not, directly or indirectly, whether as
principal or as agent, officer, director, employee,
consultant, or otherwise, alone or in association with any
person, corporation or other entity, own, carry on, be
engaged, be concerned, take part in, use or permit his name
to be used, render services to, share in the earnings of,
or invest in the stock, bonds, or other securities of any
person corporation or other entity engaged in a business
competitive to any business carried on by MSI on the date
hereof or at any time within the Employment Period in any
location serviced by MSI. Notwithstanding the preceding
sentence the Executive may invest in stock, bonds, or other
securities of any corporation engaged in a business similar
to MSI (hereinafter called a "Similar Business"), without
otherwise participating in a Similar Business, if (1) such
stock, bonds, or other securities are listed on any
national or regional securities exchange or have been
registered under Section 12 (g) of the Securities Exchange
Act of 1934, (2) his investment does not exceed, in the
case of any class of the capital stock of any one issuer,
1% of the issued and outstanding shares, or, in the case of
other securities, 1% of the aggregate principal amount
thereof issued and outstanding, and (3) such investment
would not prevent, directly or indirectly, the transaction
of business by MSI with any prospective customer or any
state, district, territory, or possession of the United
States, or any governmental subdivision, agency or
instrumentality thereof, by virtue of any statute, law,
regulation, or administrative practice.
Section 3.03. Goodwill. During the Noncompetition Period
the Executive shall not (1) take away or interfere or
attempt to interfere, with any customer, trade, business or
patronage of MSI or its affiliates, or (2) interfere, or
attempt to interfere, with any officer, employee,
representative or agent of MSI or its affiliates, or
induce, or attempt to induce, any of them to leave the
employ of MSI or its affiliates shareholders, whether or
not initiated prior to the date of termination of his
employment.
Section 3.04. Extension of Noncompetition Period. The
Noncompetition Period referred to in Section 3.02 hereof
shall be extended by the length of time during which the
Executive shall have admitted or been found by the court of
competent jurisdiction to have been in breach of the terms
of the such Section.
Section 3.05. Covenants of the Essence. The covenant of
the Executive set forth in this Article III are of the
essence of this Agreement; they shall be construed as
independent of any other provision in this Agreement, and
the existence of any claim cause of action of the Executive
against MSI or any affiliate whether predicated on this
Agreement or otherwise, shall not constitute a defense to
enforcement by MSI of these covenants.
Section 3.06. Enforceability of Article III Covenants.
The Executive understands the nature of, and the burdens
imposed by, the covenants contained in this Article III and
has consulted with his attorney in respect thereof. The
Executive agrees that such covenants are reasonable,
enforceable and proper in duration, scope and effect.
Section 3.07. Compensation for Article III Covenants. In
consideration of the Executive's covenants contained in
this Article III, MSI shall pay to the Executive on the
date hereof, and the Executive by executing the Agreement
acknowledges receipt of, Five Hundred Dollars ($500.00).
ARTICLE IV
MISCELLANEOUS TERMS
Section 4.01. Integration and Modification. This
Agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral or
written, between the parties hereto with respect to the
subject matter hereof.. This Agreement may not be waived,
changed, amended, modified or discharged except by a
written instrument signed by the party against whom
enforcement of any such waiver, change, amendment,
modification or discharge is asserted.
Section 4.02. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Texas.
Section 4.03. Enforcement. The relationship contemplated
by this Agreement is unique and personal, and the covenants
of the Executive made in Article III hereof are integral to
that relationship. Without limiting the remedies available
to MSI or its affiliates, the Executive acknowledges that
damages at law will be an insufficient remedy to MSI or its
affiliates in the event that the Executive violates the
terms of such covenants and that MSI or its affiliates may
apply for and have injunctive relief in a court of
competent jurisdiction to restrain the breach or threatened
breach of, or otherwise to specifically enforce, such
covenants. Such specific enforcement shall be available to
MSI or its affiliates in lieu of, or prior to or pending
determination in, any other proceeding.
Section 4.04. Waiver. A waiver by MSI, or the Executive
of a breach of, or the failure to enforce, any provision of
this Agreement shall not operate or be construed as a
waiver of excuse of any subsequent breach.
Section 4.05. Severability. The invalidity of all or any
part of any section of this Agreement shall not render
invalid the remainder of this Agreement or the remainder of
such section. If any provision of this Agreement is so
broad as to be unenforceable, it is expressly intended by
the parties hereto that such provision shall be interpreted
to be as broad as is enforceable.
Section 4.06. Assignment. This Agreement, and the rights
and obligations hereunder, shall inure to the benefit of,
and shall be binding upon, the parties hereto and their
respective successors, assigns and affiliates, except that
neither party hereto shall assign the rights or obligations
hereunder without the prior written consent of the other
party. Notwithstanding the proceeding sentence, subject to
Section 2.03 hereof MSI may assign its rights and
obligations hereunder to any partnership or other business
organization with which MSI may merge or consolidate or to
which it may transfer substantially all its assets or with
which it may otherwise enter into an acquisition or
reorganization transaction, and MSI may assign its rights
and obligations hereunder to any corporation which is a
general or limited partner of MSI or is a direct or
indirect subsidiary of any such partner or any other
related entity. No such assignment shall relieve MSI of
its obligations hereunder.
Section 4.07. Notices. All notices and other
communications hereunder shall be in writing and shall be
deemed to be received when delivered to the addressee or
when deposited in the mail, postage prepaid, or in the case
of telegraphic notice, when delivered to the telegraph
office, charges prepaid, and addressed as follows:
'
(a) if to the Executive
Jose Chavez
11035 Crossland
Austin, Texas 78726
(b) Micro-Media Solutions, Inc.
501 Waller Street
Austin, Texas 78702
or to such other address as the addressee party may have
previously furnished to the other party.
Section 4.08. Counterparts, Section Headings. This
Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of
which together shall constitute one and the same
instrument. The section headings of this Agreement are for
convenience of reference only and shall not affect the
construction or interpretation of any of the provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
Micro-Media Solutions, Inc. Jose Chavez
__/s/__Mitchell_Kettrick_________ __/s/__Jose_Chavez
Mitchell Kettrick, Vice President "Executive"
__/s/__George_Villalva_________
George Villalva, Vice President
EMPLOYMENT AGREEMENT
BETWEEN
MICRO-MEDIA SOLUTIONS, INC.
AND
MITCHELL KETTRICK
THIS AGREEMENT dated June 15, 1997 (hereinafter called the
("Agreement") by and among MICRO-MEDIA SOLUTIONS, INC., a
Utah corporation (MSI) and Mitchell Kettrick (the
"Executive")
WITNESSED THAT:
WHEREAS, Mitchell Kettrick has this date acquired
shares of the capital stock of MSI and
WHEREAS, the Executive founded MSI and has served as an
executive officer of MSI for the past five (5) years and is
familiar with the operations and business of MSI, and has
over 20 years of related experience.
WHEREAS, MSI desires to secure the services of the
Executive in the continued conduct of the operations and
business of MSI, and
WHEREAS, the Executive desires to be employed in the
continued conduct of the operations and businesses of MSI
and
WHEREAS, MSI is a public based in Austin, Texas public
technology corporation formed to provide computer hardware,
software programming, system support, maintenance, media
duplication, kitting, and related services to the public
and private sectors. MSI is a minority owned business that
is HUB certified to du business with state and corporate
clients. The principals in the firm have significant
computer related experience and it is imperative that the
MBE/HUB status be maintained as long as possible.
At the date of the public company transaction the Hispanic
American's working in the company controlled 71% of the
company ownership with the executive owning 66%.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the
parties hereto, intending to be legally bound, agree as
follows:
ARTICLE 1
EMPLOYMENT
Section 1.01. Employment. MSI shall employ the Executive,
and the Executive shall serve MSI, in an executive capacity
in accordance with the terms and conditions hereof.
Section 1.02. Employment Period. The Executive shall be
employed from June 15, 1997 hereof through March 31,
2001, inclusive, subject, however, to prior termination as
hereinafter provided in Article II hereof (such period of
employment being hereinafter called the "Employment
Period"). In addition, the employment period will cover 2
one year options to be mutually agreed between:
Section 1.03. Duties. Commencing with the beginning of the
Employment Period, the Executive shall perform the duties
of MSI, as such duties are set forth in the By-Laws of MSI
subject always to the direction and control of the Board of
Directors of MSI. The Executive shall devote his entire
working time and attention to and will use his best
energies and abilities in the performance of such duties to
the reasonable satisfaction of MSI. Such duties shall be
performed at 501 Waller Street, Austin, Texas subject to
travel to such place or places as the interest, needs,
business, or opportunities of MSI shall require.
Section 1.04 Conflicting Activities. During the Employment
Period the Executive shall not engage in any other business
activity which might interfere with the devotion of his
entire working time to serving MSI and performing his
assigned duties.
Section 1.06. Compensation. During the Employment Period,
the Executive shall receive as compensation for his
services an annual salary of not less than $100,000.00 per
annum. MSI shall reimburse the Executive for all
reasonable out-of pocket expenses incurred in the lawful
ordinary course of his employment which are properly
reported to MSI in accordance with its accounting
procedures. At the end of fiscal year, the Executive will
be granted a five year option to purchase up to 100,000
shares of common stock at a price of $1.50 per share
excerciseable for a period of 5 years commencing July 1 of
each year.
Section 1.07. Employee Benefits. During the Employment
Period, the Executive shall be eligible to participate in
all of MSI employee welfare, benefit and vacation plans and
arrangements in accordance with their terms as in effect
from time to time which are applicable to employees of MSI
similarly situated. The Executive will be required to take
at least 3 weeks of vacation each calendar year.
Section 1.08. Bonus. During the Employment Period, the
Executive shall have the right to a Bonus, at the
discretion of the Board of Directors. The Bonus will
consist of cash and common stock and will be based upon
performance, revenues, and common stock value. The base
for the calculation of the bonus at the end of each fiscal
year will be as follows:
Revenue $10,000,000
Common Stock
Value $3.00
For each ten percent increase in revenues from year to
year, the Executive will be issued 100,000 shares of common
stock at the then current market value.
For each $1.00 increase in the common stock value above
the base common stock value, calculated on the last 90 day
average. The Executive will be paid a cash bonus of
$100,000 due no later than June 30, of each fiscal year.
Section 1.09. Automobile. During the Employment Period the
Executive shall be provided an automobile allowance up to
$600.00 per month for an automobile to be used in business
use.
ARTICLE II
TERMINATION
Section 2.01. Death and Incapacity. If the Executive dies
during the Employment Period, his employment hereunder
shall immediately terminate. If during the Employment
Period the Executive shall become unable to continue to
perform his duties hereunder because of physical or mental
incapacity or disability of a nature reasonably expected to
continue for more than three years, then MSI may terminate
his employment hereunder by delivery of written notice to
the Executive, which notice shall specify the date of
termination, which date shall be not sooner than 30 days
after the date of such notice. Any such physical or mental
incapacity or disability shall be conclusively established
by a certificate to such effect by a medical doctor, as
selected by MSI. Executive shall make himself reasonably
available for an examination by such medical doctor;
provided that if Executive is not so available, then MSI's
reasonable determination of such a physical or mental
incapacity or disability shall be conclusive.
Section 2.02. For Cause. If during the Employment Period
the Executive shall in a material respect (a) continue to
fail to perform his duties hereunder or under law or (b)
continue to violate any agreement, covenant, term or
condition hereunder after delivery of written notice from
MSI of such failure or violation providing 30 days to
correct such failure or violation (if correctable), or if
during the Employment Period, MSI acting in good faith and
upon reasonable grounds, determines that the Executive has
engaged in gross misconduct which has severely injured the
business or reputation of MSI or otherwise materially and
adversely affected either of its interests or which might
so injure either of its business or reputation or so affect
either of its interests if the Executive were retained
then, and in any such event MSI may, by delivery of written
notice to the Executive, terminate his employment hereunder
at any date specified in such notice.
Section 2.03. Effect. Upon termination hereunder together
with the payment of any salary accrued under Section 1.06
hereof, Executive's employment and all obligations of MSI
under Sections 1.01, 1.06, 1.07 and 1.08 hereof shall
forthwith terminate. The obligations of the Executive and
MSI set forth in Article III hereof shall continue
notwithstanding the termination of the Executive's
employment pursuant to Article II hereof.
ARTICLE III
THE EXECUTIVE'S COVENANTS
Section 3.01. Confidentiality. Recognizing (1) that
unpublished patentable or unpatentable data and technical
or nontechnical information in any way related to the
business of MSI or its affiliates (the term "affiliates" as
used in this Article III and Section 4.03 hereof, shall
include all parties controlling, controlled by or under
common control with MSI, such as, but not limited to:
designs, procedures, processes, formulae, trademarks,
patents, copyrights, software, projects, project costs,
financial or pricing data, marketing plans, customer and
supplier lists or business projections (including but not
limited to such of the foregoing used in the business of
MSI constitute valuable trade secrets or confidential
information (such data and information being hereinafter
collectively called "Confidential Information") and (2)
that such Confidential Information is the property of MSI
or its affiliates, in consideration of the Executive's
access to and use of Confidential Information, the
Executive covenants to hold such Confidential Information
in trust for MSI and its affiliates, and covenants not
disclose or use the same other than in the business of MSI.
Without limitation on the foregoing the Executive shall:
(a) not directly or indirectly, disclose or make
available to anyone or use outside of
his employment with MSI any Confidential Information
without the prior written consent of MSI.
(b) safeguard all Confidential Information in his
possession at all times so that access
to it is not allowed to any unauthorized person,
corporation or entity (including unauthorized employees and
agents of MSI or its affiliates):
(c) promptly disclose to MSI and its affiliates all
matters coming to his attention
during his employment pertaining to the business or
interests of MSI and its affiliates and all ideas which he
may conceive and all inventions, improvements or
discoveries which he may make and which may relate to the
business or interests of MSI and its affiliates, whether
conceived or made during working hours or otherwise and
whether alone or jointly with others, and disclaim all
rights, title and interest in and to all such ideas,
inventions, improvements or discoveries recognizing them to
be the sole property of MSI and its affiliates; and
(d) deliver to MSI and its affiliates, promptly upon
termination of his employment,
papers, photographs, photo reproductions, computer tapes,
tape recordings and other documents and materials
containing any Confidential Information, and all personal
notes, reports, plans, drawings and copies, extracts and
reproductions thereof, relating to the business of MSI and
its affiliates in his possession or control.
Section 3.02. Noncompetition. For the period commencing
with the beginning of the Employment Period and ending on
the earlier to occur of (i) December 31,2000 or (ii) one
year from the date of termination under Article II hereof
(hereinafter called the "Noncompetition Period"), the
Executive shall not, directly or indirectly, whether as
principal or as agent, officer, director, employee,
consultant, or otherwise, alone or in association with any
person, corporation or other entity, own, carry on, be
engaged, be concerned, take part in, use or permit his name
to be used, render services to, share in the earnings of,
or invest in the stock, bonds, or other securities of any
person corporation or other entity engaged in a business
competitive to any business carried on by MSI on the date
hereof or at any time within the Employment Period in any
location serviced by MSI. Notwithstanding the preceding
sentence the Executive may invest in stock, bonds, or other
securities of any corporation engaged in a business similar
to MSI (hereinafter called a "Similar Business"), without
otherwise participating in a Similar Business, if (1) such
stock, bonds, or other securities are listed on any
national or regional securities exchange or have been
registered under Section 12 (g) of the Securities Exchange
Act of 1934, (2) his investment does not exceed, in the
case of any class of the capital stock of any one issuer,
1% of the issued and outstanding shares, or, in the case of
other securities, 1% of the aggregate principal amount
thereof issued and outstanding, and (3) such investment
would not prevent, directly or indirectly, the transaction
of business by MSI with any prospective customer or any
state, district, territory, or possession of the United
States, or any governmental subdivision, agency or
instrumentality thereof, by virtue of any statute, law,
regulation, or administrative practice.
Section 3.03. Goodwill. During the Noncompetition Period
the Executive shall not (1) take away or interfere or
attempt to interfere, with any customer, trade, business or
patronage of MSI or its affiliates, or (2) interfere, or
attempt to interfere, with any officer, employee,
representative or agent of MSI or its affiliates, or
induce, or attempt to induce, any of them to leave the
employ of MSI or its affiliates shareholders, whether or
not initiated prior to the date of termination of his
employment.
Section 3.04. Extension of Noncompetition Period. The
Noncompetition Period referred to in Section 3.02 hereof
shall be extended by the length of time during which the
Executive shall have admitted or been found by the court of
competent jurisdiction to have been in breach of the terms
of the such Section.
Section 3.05. Covenants of the Essence. The covenant of
the Executive set forth in this Article III are of the
essence of this Agreement; they shall be construed as
independent of any other provision in this Agreement, and
the existence of any claim cause of action of the Executive
against MSI or any affiliate whether predicated on this
Agreement or otherwise, shall not constitute a defense to
enforcement by MSI of these covenants.
Section 3.06. Enforceability of Article III Covenants.
The Executive understands the nature of, and the burdens
imposed by, the covenants contained in this Article III and
has consulted with his attorney in respect thereof. The
Executive agrees that such covenants are reasonable,
enforceable and proper in duration, scope and effect.
Section 3.07. Compensation for Article III Covenants. In
consideration of the Executive's covenants contained in
this Article III, MSI shall pay to the Executive on the
date hereof, and the Executive by executing the Agreement
acknowledges receipt of, Five Hundred Dollars ($500.00).
ARTICLE IV
MISCELLANEOUS TERMS
Section 4.01. Integration and Modification. This
Agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral or
written, between the parties hereto with respect to the
subject matter hereof.. This Agreement may not be waived,
changed, amended, modified or discharged except by a
written instrument signed by the party against whom
enforcement of any such waiver, change, amendment,
modification or discharge is asserted.
Section 4.02. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Texas.
Section 4.03. Enforcement. The relationship contemplated
by this Agreement is unique and personal, and the covenants
of the Executive made in Article III hereof are integral to
that relationship. Without limiting the remedies available
to MSI or its affiliates, the Executive acknowledges that
damages at law will be an insufficient remedy to MSI or its
affiliates in the event that the Executive violates the
terms of such covenants and that MSI or its affiliates may
apply for and have injunctive relief in a court of
competent jurisdiction to restrain the breach or threatened
breach of, or otherwise to specifically enforce, such
covenants. Such specific enforcement shall be available to
MSI or its affiliates in lieu of, or prior to or pending
determination in, any other proceeding.
Section 4.04. Waiver. A waiver by MSI, or the Executive
of a breach of, or the failure to enforce, any provision of
this Agreement shall not operate or be construed as a
waiver of excuse of any subsequent breach.
Section 4.05. Severability. The invalidity of all or any
part of any section of this Agreement shall not render
invalid the remainder of this Agreement or the remainder of
such section. If any provision of this Agreement is so
broad as to be unenforceable, it is expressly intended by
the parties hereto that such provision shall be interpreted
to be as broad as is enforceable.
Section 4.06. Assignment. This Agreement, and the rights
and obligations hereunder, shall inure to the benefit of ,
and shall be binding upon, the parties hereto and their
respective successors, assigns and affiliates, except that
neither party hereto shall assign the rights or obligations
hereunder without the prior written consent of the other
party. Notwithstanding the proceeding sentence, subject to
Section 2.03 hereof MSI may assign its rights and
obligations hereunder to any partnership or other business
organization with which MSI may merge or consolidate or to
which it may transfer substantially all its assets or with
which it may otherwise enter into an acquisition or
reorganization transaction, and MSI may assign its rights
and obligations hereunder to any corporation which is a
general or limited partner of MSI or is a direct or
indirect subsidiary of any such partner or any other
related entity. No such assignment shall relieve MSI of
its obligations hereunder.
Section 4.07. Notices. All notices and other
communications hereunder shall be in writing and shall be
deemed to be received when delivered to the addressee or
when deposited in the mail, postage prepaid, or in the case
of telegraphic notice, when delivered to the telegraph
office, charges prepaid, and addressed as follows:
'
(a) if to the Executive
Mitchell Kettrick
11035 Crossland
Austin, Texas 78726
(b) Micro-Media Solutions, Inc.
501 Waller Street
Austin, Texas 78702
or to such other address as the addressee party may have
previously furnished to the other party.
Section 4.08. Counterparts, Section Headings. This
Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of
which together shall constitute one and the same
instrument. The section headings of this Agreement are for
convenience of reference only and shall not affect the
construction or interpretation of any of the provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
Micro-Media Solutions, Inc. Mitchell Kettrick
__/s/__Jose_Chavez_________ __/s/__Mitchell_Kettrick
Jose Chavez, President/CEO "Executive"
__/s/__George_Villalva_________
George Villalva, Vice President
The Registrant filed no Reports on Form 8-K during the last
quarter of the fiscal year covered by this Report on Form
10-KSB.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date June 29, 1988 /s/ Jose G Chavez
Jose G. Chavez, President
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of this Registrant and in the
capacities and on the dates indicated.
__/s/ Jose G Chavez_____
Jose G. Chavez Chairman of the Board of
06/29/98 Directors and President
__/s/ Mitchell Kettrick_
Mitchell Kettrick Vice-President and Director
06/29/98
__/s/ George Villalva___
George Villalva Vice-President and Director
06/29/98
__/s/ Stephen Hoelscher_
Stephen Hoelscher Comptroller
06/29/98
