CONTRACT 4185 CLOSED4185.,,
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
Network Integration Partners, Inc.
THIS MAINTENANCE AGREEMENT ( "Agreement ") is made and entered into this 30th day of
August 2011, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation ( "CITY ") and Network Integration Partners, Inc. ( "CONTRACTOR ").
The Parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONTRACTOR agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONTRACTOR and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONTRACTOR on a monthly
basis an amount set forth in the attached Exhibit "A," which is incorporated by
reference, for CONTRACTOR's services. CITY will pay such amount promptly,
but not later than thirty (30) days after receiving CONTRACTOR's invoice.
2. TERM. The term of this Agreement will be from September 1, 2011, to September 1, 2012.
The Agreement may be renewed upon mutual consent of the parties.
3. SCOPE OF SERVICES.
A. CONTRACTOR will perform services listed in the attached Exhibit A.
B. CONTRACTOR will, in a workmanlike manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and facilities,
and all tests, testing and analyses, calculation, and all other means whatsoever,
except as herein otherwise expressly specified to be furnished by CITY, necessary
or proper to perform and complete the work and provide the professional services
required of CONTRACTOR by this Agreement.
4. PREVAILING WAGES.
A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of
Regulations § 16000, CONTRACTOR must pay its workers prevailing wages. It
is CONTRACTOR's responsibility to interpret and implement any prevailing
wage requirements and CONTRACTOR agrees to pay any penalty or civil
damages resulting from a violation of the prevailing wage laws.
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B. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem
wages are available upon request from CITY's Engineering Division or the
website for State of California Prevailing wage determination at
http • / /www.dir.ca.g_ov /DLSR/PWD. CONTRACTOR must post a copy of the
prevailing rate of per diem wages at the job site.
C. CITY directs CONTRACTOR's attention to Labor Code §§ 1777.5, 1777.6 and
3098 concerning the employment of apprentices by CONTRACTOR or any
subcontractor.
D. Labor Code § 1777.5 requires CONTRACTOR or subcontractor employing
tradesmen in any apprenticeship occupation to apply to the joint apprenticeship
committee nearest the site of the public works project and which administers the
apprenticeship program in that trade for a certificate of approval. The certificate
must also fix the ratio of apprentices to journeymen that will be used in the
performance of the contract. The ratio of apprentices to journeymen in such cases
will not be less than one to five except:
i. When employment in the area of coverage by the joint apprenticeship
committee has exceeded an average of 15 percent in the 90 days before the
request for certificate, or
ii. When the number of apprentices in training in the area exceeds a ratio of
one to five, or
When the trade can show that it is replacing at least 1/30 of its
membership through apprenticeship training on an annual basis state -wide
or locally, or
iv. When CONTRACTOR provides evidence that CONTRACTOR employs
registered apprentices on all of his contracts on an annual average of not
less than one apprentice to eight journeymen.
V. CONTRACTOR is required to make contributions to funds established for
the administration of apprenticeship programs if CONTRACTOR employs
registered apprentices or journeymen in any apprenticeable trade on such
contracts and if other contractors on the public works site are making such
contributions.
vi. CONTRACTOR and any subcontractor must comply with Labor Code §§
1777.5 and 1777.6 in the employment of apprentices.
vii. Information relative to apprenticeship standards, wage schedules and other
requirements may be obtained from the Director of Industrial Relations,
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4185-
ex- officio the Administrator of Apprenticeship, San Francisco, California,
or from the Division of Apprenticeship Standards and its branch offices.
E. CONTRACTOR and its subcontractors must keep an accurate certified payroll
records showing the name, occupation, and the actual per diem wages paid to each
worker employed in connection with this Agreement. The record will be kept
open at all reasonable hours to the inspection of the body awarding the contract
and to the Division of Labor Law Enforcement. If requested by CITY,
CONTRACTOR must provide copies of the records at its cost.
5. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that CONTRACTOR
has
i. Thoroughly investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONTRACTOR warrants that
CONTRACTOR has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONTRACTOR discover any latent or unknown conditions that may
materially affect the performance of the services, CONTRACTOR will
immediately inform CITY of such fact and will not proceed except at
CONTRACTOR's own risk until written instructions are received from CITY.
6. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONTRACTOR will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Tyne of Insurance
Commercial general liability:
Business automobile liability
Workers compensation
Limits (combined single)
$1,000,000
$1,000,000
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
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41 85
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name City, its officials, and employees as "additional insureds" under
said insurance coverage and to state that such insurance will be deemed "primary"
such that any other insurance that may be carried by City will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (30) days prior written
notice to City.
C. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance or copies
of policies as may be reasonably required by City from time to time. Insurance
must be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A :VII." Certificate(s) must reflect that the
insurer will provide thirty (30) day notice of any cancellation of coverage.
CONTRACTOR will require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of
cancellation imposes no obligation, and to delete the word "endeavor" with regard
to any notice provisions.
E. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain such coverage at CONTRACTOR's
expense and deduct the cost of such insurance from payments due to
CONTRACTOR under this Agreement or terminate.
7. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 6 of this
Agreement; and
B. CITY gives CONTRACTOR a written Notice to Proceed.
C. Should CONTRACTOR begin work in advance of receiving written authorization
to proceed, any such professional services are at CONTRACTOR's own risk.
8. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause. Notice of termination will be in writing.
B. CONTRACTOR may terminate this Agreement upon providing written notice to
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CITY at least thirty (30) days before the effective termination date.
C. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
D. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
9. INDEMNIFICATION.
A. CONTRACTOR indemnifies and holds CITY harmless from and against any
claim, action, damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its performance.
Should CITY be named in any suit, or should any claim be brought against it
by suit or otherwise, whether the same be groundless or not, arising out of
this Agreement, or its performance, CONTRACTOR will defend CITY (at
CITY's request and with counsel satisfactory to CITY) and will indemnify
CITY for any judgment rendered against it or any sums paid out in
settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
10. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that
CONTRACTOR will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONTRACTOR will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONTRACTOR is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work
or to exercise a measure of control over the work means that CONTRACTOR will follow the
direction of the CITY as to end results of the work only.
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11. NOTICES.
A. All notices given or required to be given pursuant to this Agreement will be in
writing and may be given by personal delivery or by mail. Notice sent by mail
will be addressed as follows:
To CITY: City of El Segundo
Public Works Department
350 Main Street El Segundo, CA 90245
To CONTRACTOR:
Network Integration Partners, Inc.
11981 Jack Benny chive, Suite 103
Rancho Cucamonga, CA 91739
B. When addressed in accordance with this paragraph, notices will be deemed given
upon deposit in the United States mail, postage prepaid. In all other instances,
notices will be deemed given at the time of actual delivery.
C. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
12. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
13. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained
in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
14. CONSTRUCTION. The language of each part of this Agreement will be construed simply
and according to its fair meaning, and this Agreement will never be construed either for or
against either party.
15. SEVERABLE. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
16. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
17. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a
waiver of any other provision, nor will such waiver constitute a continuing waiver.
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4185.
18. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
19. AUTHORITY/MODIFICATION. This Agreement may be subject to and conditioned
upon approval and ratification by the El Segundo City Council. This Agreement is not binding
upon CITY until executed by the City Manager. The Parties represent and warrant that all
necessary action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be modified by
written agreement. CITY's city manager may execute any such amendment on behalf of CITY.
20. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
with this Agreement will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
21. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between
any provision of this Agreement, its attachments, the purchase order, or notice to proceed, the
provisions of this Agreement will govern and control.
22. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
23, FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, war, terrorist act, embargo, government action, civil or military authority, the natural
elements, or other similar causes beyond the Parties' control, then the Agreement will
immediately terminate without obligation of either party to the other.
24. ENTIRE AGREEMENT. This Agreement and its one attachment constitutes the sole
agreement between CONTRACTOR and CITY respecting maintenance. To the extent
that there are additional terms and conditions contained in Exhibit "A" that are not in conflict
with this Agreement, those terms are incorporated as if fully set forth above. There are no other
understandings, terms or other agreements expressed or implied, oral or written.
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4185•,.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinahove written.
CITY OF EL SEGUNDO
Doug Willmore,
City Manager
ATTEST:
Ci dy sen,
C' Cleric
APPRC
MARK
Network tE ati Company Partners, Inc.
'M � � Taxpayer ID No. D2- • 00b�
Karl
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PROPOSAL
Non -Taxed Material
nscpartners
Taxed Material
$0.00
Customer: El Segundo, City of
Date:
Quote is
0811812011
NICO2555
Contact: J Richard Hogate
Opportunity:
Library Cabling
Address: 350 Main Street
$0.00
Other Services
El Segundo, CA 90245
Account Manager:
Audrie Plant
Phone: 310 524 2339
Estimator.
JAnderson /PKenne
Email:
Scope of Services:
T &M Labor, not -to- exceed $4.900 for Library Cabling
4 Hour minimum per on -site visit.
Additional Travel and Expenses will be billed separately.
Materials to be provided by customer for the following scope:
Install TV mount and Hang a 40 inch TV, Run a Cat6 25 feet along with an HDMI the same length terminate and test the Cat6.
Duplex electrical plug behind the TV mount to be installed by NICP. (There Is an existing duplex circuit about 15 feet away.)
Additional material required.
1 MPLS ring.
2 Jacks.
1 face plate that can house a CatB and an HDMI.
1 Cat6 patch cord, 1Oft.
1 HDMI patch cord. 1 Oft.
The customer would like to Install a recessed In the wall faceplate for both the electrical and Data/HDMI
NICP -B-HC1 T &M LABOR, NOT TO EXCEED Cable Tech
NICP -B -HC1 T &M LABOR, NOT TO EXCEED Project Services
Thank you,
Audrie Plant
aplant@NICPartnerslnc.com
(909) 919-28
By:
Name:
71 $83.00
4 $105.00
$4,473.00
$420.00
Non -Taxed Material
$0.00
Taxed Material
$0.00
Tax
$0.00
Labor
$4,893.00
Service/Maint
$0.00
Shipping
$0.00
Other Services
$0.00
Date:
By signing this proposal, you acknowledge that you are authorized to enter Into a binding agreement on behalf of your companylorganization, and
(unless governed by public sector purchasing contract/agreement) you agree to the terms and conditions below.
NIC Partners quotes will remain valid for 90 days from date of the quote.
NIC Partners Confidential
11981 Jack Benny Dr., Suite 103 1 Rancho Cucamonga, CA 91739 Page 1 of 2
08/1912011 09:37:29 Phone: 800.451.3394 1 Fax: 909.919.7997 1 salesenicpartnersinc.com g
_STANDARD TERMS & CONDITIONS
PAYMENT TERMS: Irwoices shall be submitted twice a month, normally on the first and fifteenth. SINS are due and payable when submitted. A late payment charge of 1.1/2% per
month (i a% annually) may be applied to amounts outstanding ten days (I o) days after the date of the statement.
EQUIPMENT PAYMENT TERMS: Established accounts, Educational Institutions and Government Agencies are net 30 days. All others are payment in full prior to shipping. Customer
agrees to pay Mane charge on all over due balances,
INTEREST: If payment is not received by NIC PARTNERS within 30 calendar days of the invoke date, the Customer shall pay as interest an additional charge of one-and-one-had
(1.3) percent (or the maxim allowable by law, whichever is lower) of the PAST DUE amount per month. Payment thereafter shelf first be applied to accrued Interest and hen o the
um
unpaid principal.
TAXES: Pdcas shown may not Include all sales or other taxes imposed on the sale of goods and services, Taxes now or here after Imposed upon eels or shipments shall be added
to the purchase price. Buyer agrees to reimburse Seller for any such tax or provide Seller with acceptable lax exemption.
COLLECTION COSTS: In the event legal action Is necessary to enforce the payment provisions of this Agreement, NIC PARTNERS shall be emltbd to collect from the Customer any
judgment
CgPARTNE settlement
time and sums s spent in connection with such collectiondaction, computed at by NIC PARTNERS in connection PARTNERS prevailing fee schedule and expensspoNds reasonable value of
SUSPENSION OF SERVICES: if the Customer fails to make payments when due or otherwise is in breach of this Agreement, NIC PARTNERS may suspend perfommarmce of services
upon five (5) calendar days' notice to the Customer. NIC PARTNERS shall have no liability whatsoever to the Customer for any costs or damages as a result of such suspension
caused by any breach of this Agreement by the Customer.
TERMINATION OF SERVICES: If the Customer fails to make payment to NIC PARTNERS In accordance with the payment terms heron, this shall constitute a material breach of this
Agreement and shad be cause for termination by NIC PARTNERS.
SET -OFFS, BACKCHARGES, DISCOUNTS: Payment of Invoices la In no ease subject to unilateral discounting or set -offs by the Customer. and payment is due regardless of
suspension or termination of this Agreement by either party.
RISK OF LOSS
stoners site, eattRwhich ttime the customer PARTNERS umes such the risk of
of osaf Sdernage to damage to equipment r provided equipment purchased hdl remain wit Me customer.
INDEMNITY delivered to the
INDEMNITY AND INSURANCE: Each party shall be responsible for and hold the other party harmless from any loss sustained by such party relating to death, bodily Injury, or damage
to tangible physical property which Is caused by the negligent acts or omissions of the party's agents or employees. NIC PARTNERS shall obtain and keep in force at all tors liability
insurance coverage for bodily injury, death, and property damage In an amount not less than One Million Dollars (31,000,000.00)
BOND: Costs of Performance and Payment bond Is not Included. If required, NIC PARTNERS shall furnish Customer, In a form satisfactory to Customer, full and duly executed
Performance and Paymem Bonds, underwritten by a surety or sureties satisfactory to the Customer, in the full amount of this Agreement. Cost of such bonds to be paid directly by
Customer.
ARBITRATION; AN Balms, disputes, and other matters In question arising out of, or relating to, this Contract or the breach thereof, shall be decided by arbitration In accordance with
the Construction Industry Arbitration Rules of the American ArbiVation Association then obtaining unless the parties mutually agree otherwise. This agreement to arbitrate shall be
specifically enforceable under the prevailing arbitration law. The award tendered by the arbitrators shall tit final, and judgment may be entered upon it in accordance with applicable law
he in arry court having in jurisdiction within a aces, Notice time after the claim, disputs, or other matter n question has arisen but pony and with
event shall d be made after substantial ioomPM10n�ofalhefor
project for which this Contract is awarded.
LIABILITY: NIC PARTNERS shall not, in any event be liable to customer for Incidental or consequential damages, nckidlrg without imitation, lost business, profit or unavailability of all
or part of the system. The pricing granted elsewhere in this agreement is based upon and is in partial consideration for this limitation on remedies.
WARRANTY (Limited): NIC PARTNERS warrants the products Installed ender this agreement against defects in material and workmanship from a period of one year rrf of project
completion. NIC PARTNERS shall repair or replace defective product during the warranty period with new or Ike new Parts. Returned product becomes the property
PARTNERS when replaced. This warranty is void it installed product is abused, misused or altered, This warranty is exclusive and is Customer's only remedy. Without limiting the
generality of the foregoing limitations and disclaimers, while the system is not designed, sold, or intended to be used to detect, intercept, transmit or record oral or other communications
of any kind, NIC PARTNERS cannot comrol how the system and its components are used and, accordingly, NIC PARTNERS does not warrant or represent, expressly or implicitly, that
use of the software, licensed materials derived them from will comply and conform to the requirements of Federal, Stale and or Local statutes, ordinances and laws, or that the use of
the system will not violate the privacy rights of the third parties. You shall be solely responsible for using the system you the system In full compliance with applicable law and the rights
of Nitl persons. Further, regardless of any prior statements, representations, or course of dealings by any NIC PARTNERS representatives, NIC PARTNERS does not warrant tar
represent, expressly or implielfly, that the software, licensed materials, a use of any of the same will: result In the prevention of aline or hostile enemy action, apprehension
conviction of any pepelrata of any crime, military prosewllOn of any enemy force, or detection or neutralization of any criminal, combatant or threat; prevent any loss, death, injury. or
damage to property due to the discharge of a firearm or other weapon; in all case4 detect and plot the location of all firearm discharges within the designated coverage area; the
suppled network will remain in operation at all times or under all conditions. any and all warranties, express or implied, of fitness for high risk purposes requiring fail -safe performance
are hereby expressly disclaimed. You and NIC PARTNERS each acknowledge and agree that the software, license materials, and the system are not consumer goods, and are not
Intended for sale to or use by or for personal, family of household use.
OWNERSHIP: NIC PARTNERS shall retain ownership of sit materials supplied until final payment for some is received. NIC PARTNERS may retrieve from the Customer's premises
any material supplied where payment has not been tendered. The Uniform Commercial Code of Caifomia shall govern this a" and this order shall not be assignable, but shall bind the
representative and successors of he parties and their benefits
LIENS: Seiler may ilia a lion within 90 days alter furnishing labor, materials, or services to a project es long as preliminary linen notice is sent to Buyer under the provisions of the
Construction Lien Law of the stale where services are rendered. The lion notice Is no way intended to reflect the financial stability of the Buyer, but simply advises the Buyer of sellers
rights to file the Hen If requked.
RETURNS: Credit may be allowed for goods returned with prior approval. A deduction may be made from credits issued to cover the cost of handling and restocking charges.
DELAYS: Seller is not responsible for delays In delivery or installation occasioned by acts of God or other circumstances over which the Seller has no control.
MISCELLANEOUS: This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications,
representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement Is held to be unenforceable for
any reason, such provision shad be reformed only to the extent necessary to make It enforceable. This Agreement shall be construed under the laws of the stale where Services are
rendered, excluding rules regarding conflicts of law.
NIC Partners Confidential
11991 Jack Benny Dr., Suite 103 j Rancho Cucamonga, CA 91739 pa e 2 of 2
06119/2011 09:37:29 Phone: 500.451.3394 1 Fax: 909.919.7997 1 sabesCt$nicpartnersinezom g