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CONTRACT 4727 CLOSEDAgreement No. 4727 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND NIC Partners, Inc. This AGREEMENT is entered into this twelfth day of November, 2014, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and NIC Partners, Inc., a California Corporation ( "CONSULTANT "). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed one thousand dollars ($1,000.00) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit `B," which is incorporated by reference. B. CONSULTANT will, in a professional 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 CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. -1- Agreement No. 4727 d, PAYHENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reirrnbursable costs (all as set forth in Exhibit "A ") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5, NON - APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year, 6, ADDITIONAL WORK, A. CITY's city manager ( "Manager ") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ( "Additional Work") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost, C, Payments over $. 1, 000. oofor Additional Work mustbe approved by CITY's city council. Afl Additional Work will be subj ect to all other terms and provisions of this Agreement. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully 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, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. -2- Agreement No. 4727 Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from November 12, 2014, to September 30, 2015. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A'; B. Termination as stated in Section 16. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i, CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B.. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty -eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work; B. Exhibit B: Proposal. 12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, -3- Agreement No. 4727 executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 15, WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. 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. 16, TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B„ CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. -4- Agreement No. 4727 17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 19. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnffication./or other Damages. CONSULTANT 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, except for such Ioss or damage arising from CITY's sole negligence or willful misconduct. 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, CONSULTANT 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. 13. For purposes of this section "CITY" includes CITY'S officers, officials, employees, agents, representatives, and certified volunteers. -5- Agreement No. 4727 C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 21. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT wilt act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT 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 CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment Linder this Agreement. 23. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 -6- Agreement No. 4727 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO -CGL Form. The amount of insurance set forth 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 endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. 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, Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D, Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol I (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement 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." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance fiom payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16. 24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be clone before the next schedule update. -7- Agreement No. 4727 26, NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: NIC Partners 11981 Jack Benny Drive,Suite 103 Rancho Cucamonga, CA 91739 Attention: Nil Radadia, Account Manager 909 - 919 -2836 If to CITY: City of El Segundo 350 Main Street El Segundo, CA Attention: Information Systems Manager Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. 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. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 29, THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement, 30, INTERPRE, TATION. 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. 31, COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32, ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written, There are two (2) Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 11:11 Agreement No. 4727 33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 34, SEVERABILITY. 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. 35. AUTHORITY /MODIFICATION. 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 amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY, 36, 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. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39, FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] Ell IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. t _-�. . y Cub er Director of Aerations A"I7ESIA' 4 ?` Taxpayer ID No. 02- 0807855 Tracy eav City "1et"ia APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney BY f K)# Karl H er Assistant Attorney , . -10- EXHIBIT "A" zr I' +u3J Agreement No. 4727 Statement of Work Auto Attendant Configuration Project Date: 10/29/2014 Revision #1 This Statement of Work (SOW) is made and entered into between Network Integration Company Partners, Inc. hereinafter referred to as "NIC Partners ", with offices at 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 and City of El Segundo, hereinafter referred to as "CUSTOMER ", with offices at 350 Main St. El Segundo, CA 90345. This SOW defines the services and deliverables that NIC Partners shall provide to the Customer under the terms of the Agreement ( "Services "). The terms of this SOW are limited to the scope of this document and shall not be applicable to any other SOW, which may be executed and attached to this Agreement. Acceptance of this proposal is subject to the standard NIC Partners Terms and Conditions attached herewith. The information contained in this Statement of Work is confidential and privileged. It is intended to be reviewed only by the Organization named above. If you are not an authorized employee of the organization, you are hereby notified that any review, dissemination or copying of this Statement of Work is prohibited. Prepared For: Prepared Sy: Account Manager: Larry Klingaman John Alemparte Nil Radadia City of El Segundo NIC Partners NIC Partners 350 Main St. 11981 Jack Benny Drive Suite 103 11981 Jack Benny Drive Suite 103 El Segundo, CA 90345 Rancho Cucamonga, CA 91739 Rancho Cucamonga, CA 91739 Phone: (310) 524 -2392 Phone: 909 - 257 -2743 Phone: 909 - 919 -2836 Fax: Fax: 909- 919 -2884 Fax: 909- 919 -2886 F.m,ii!:Ll<liiiga,-n,in@(,Is(,.pui)do.org Email :lalemparte @nicpartnersinc.com Email :nradadia@nicpartnersinc.com Statement of Work for El Segundo Auto Attendant Configuration e Project Overview The purpose of this project is to upload pre- recorded files and configure the Auto Attendant for the City of El Segundo Call Manager. The most important part is to allow calls from the public and outside to be directed to the correct department with prompts. Proiect Specifications The following features /tasks shall be part of this project: Call Manager and Unity server • Upload voice recording provided by the City of El Segundo • Associate the new greeting file with the welcome prompt parameter • Configure recordings to dial plan and prompts • Test auto attendant call prompts Additional Scope Items • NIC PARTNERS shall provide an engineer trained and experienced in the use of Auto Attendant to configure the Auto Attendant in accordance with the needs of the City of El Segundo • The City of El Segundo shall provide access all network devices and infrastructure which are necessary to configure a functioning Auto Attendant and test functionality. These devices include: o Call Manager o Unity Server o Phones 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 2 • The purpose of this project is to configure a fully functional Auto Attendant to direct callers to the appropriate department within the City of El Segundo. Project Design Project Constraints This project is contingent on the City of El Segundo providing the recordings as needed to the engineer assigned. Project assumptions and exclusions This project assumes that the dial plan is in place and the Auto Attendant will need to have the recordings uploaded as needed and then directed via the proper dial plan. Customer Requirements and Expectations The City of El Segundo is looking for a configured Auto Attendant to allow outside callers to reach the proper department within the City via prompts to direct their call. Revision Notes Rev 1 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax Stakeholders Roles & Responsibilities Ii;-, / !;,// r, 777iovi' Timeline The actual project timeline will be agreed upon during the Project Planning phase. 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax Customer Responsibilities If the project is to be successful, Customer must commit to the following general obligations unless specifically specified otherwise in this SOW: 1. Appoint a lead technical resource that will be the point of contact for all technical questions. 2. Meet with NIC Partners Engineer to provide adequate input into the design requirements. 3. Ensure that adequate physical access to project locations (rooms, equipment, and wall jacks) be afforded to NIC Partners personnel such that they can complete the integration and design work in a timely manner. 4. Provide security clearance and access to facilities, as required. This includes badges, passwords, access cards, parking privileges. Ensure any additional cable points required are in place and functioning as per manufacturer specifications. 5. Provide approved purchase orders in a timely manner, to ensure that hardware and software (if required) will be obtained before the commencement of any phase where needed. 6. Configuration outside of the requirements for the product being installed will not be performed. NIC Partners and the customer must agree jointly on a configuration change and document that change as a Change Order to the project. 7. Provide the necessary power and access to power sources for all equipment being installed. 8. Provide 4 -Post racks and /or enclosures to accommodate equipment. Over - the - counter support brackets are inadequate to support the included equipment. 9. If customer - provided racks /enclosures are used, sufficient space must be afforded to fit new equipment. If the new equipment will not fit in existing racks /enclosures, a change order will be issued by NICP which may potentially result in additional labor and /or cost. 10. Provide adequate cooling for newly installed equipment (not included in statement of work). 11. Provide patch cords for all newly installed equipment (if not purchased with the new equipment). IP Phones come with a single patch cord out of the box. 12. Perform any configuration necessary on all end - users' personal computers. NIC Partners is not responsible for software conflicts caused by standard installation of agreed upon software. 13. Ensure accuracy of data /information supplied to NIC Partners. 14. Provide NIC Partners Engineers with appropriate extensions, specific codes and zone information for voice projects. 15. Provide a complete list of any required usernames and logon IDs, where needed. 16. Assist in testing any required integrated systems. 17. Customer is responsible for all system backups upon project completion. 18. Customer is responsible for providing necessary access to PCs or desktop systems. 19. Customer will provide adequate training facilities, if applicable. 20. Customer is responsible for all cabling and cross connecting of wires needed to complete any of the above listed project tasks for PCs and servers. 21. Customer understands that change orders issued after project commencement will be evaluated for impact to the project, and may result in the need for additional time and cost. 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax Acceptance Criteria NIC Partners will determine, in conjunction with the customer at the customer kickoff meeting, what the acceptance criteria will be for this project to enable a successful completion to the satisfaction of both NIC Partners and Customer. These criteria are used to demonstrate the successful installation and operation of the required services for Customer and this project. During this project, NIC Partners may request that you initial and date each criterion to signify acceptance. Upon successful completion of all tests, NIC Partners will provide Customer with a Project Completion Form. Customer agrees to promptly sign the Project Completion Form to confirm the completion of the project described in this Statement of Work. Please see Appendix C - Completion Certificate at the end of this document. If additional testing other than that listed in the Project Completion Form is required, NIC Partners reserves the right to document and incorporate a Change Order to this Statement of Work. Please see Appendix B - Change Order Request Form, at the end of this document. Proiect Pricing Please refer to NICP Proposal NICQ6837 Payment Schedule Equipment shall be invoiced when delivery has been verified by the Customer, Labor invoices shall be submitted once a month upon approval of the reported services for that period. Cancellation of Contract A 30 day notice must be given in writing for all cancellation or change in personnel requests. If the customer requests a new project lead /consultant NIC Partners will work to fill that role as soon as possible with in that 30 day period. If the customer cancels the contract after work has been performed, customer is liable for services completed to date. Customer agrees to pay for the amount of services rendered. 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 6 Proposal Acceptance / Change Management Procedures After both parties sign this Statement of Work document, no change to the statement of work shall be entertained by either party unless both parties agree to and sign a completed Change Order Request (Appendix B). Engineering support not specified in this Statement of work is billable at published hourly rates. Any delays caused by the customer's equipment, facility, personnel, or network provider shall be billed on a time and materials basis in one -hour minimums. Services provided do not include troubleshooting problems related to existing network infrastructures. NIC Partners is not liable for configurations or integration work not performed by NIC Partners. AGREEMENT PROVISIONS: This agreement includes the attached terms and conditions and any amendments which have been signed by both parties. Network Integration Company Partners, Inc. City of El Segundo By: Name: Title: Date: By: _ Name: Title: Date: 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 7 Standard Terms and Conditions ** State Contract terms supersede PAYMENT TERMS: Invoices shall be submitted twice a month, normally on the first and fifteenth. Bills are due and payable when submitted. A late payment charge of 1 -1/2% per month (18% annually) may be applied to amounts outstanding ten days (10) 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 finance charge on all over due balances. INTEREST: If payment is not received by NIC PARTNERS within 30 calendar days of the invoice date, the Customer shall pay as interest an additional charge of one - and - one -half (1.5) percent (or the maximum allowable by law, whichever is lower) of the PAST DUE amount per month. Payment thereafter shall first be applied to accrued interest and then to the unpaid principal. TAXES: Prices shown may not include all sales or other taxes imposed on the sale of goods and services. Taxes now or here after imposed upon sales or shipments shall be added to the purchase price. Buyer agrees to reimburse Seller for any such tax or provide Seller with acceptable tax exemption. COLLECTION COSTS: In the event legal action is necessary to enforce the payment provisions of this Agreement, NIC PARTNERS shall be entitled to collect from the Customer any judgment or settlement sums due, reasonable attorneys' fees, court costs and expenses incurred by NIC PARTNERS in connection therewith and, in addition, the reasonable value of NIC PARTNERS time and expenses spent in connection with such collection action, computed at NIC PARTNERS prevailing fee schedule and expense policies. SUSPENSION OF SERVICES: If the Customer fails to make payments when due or otherwise is in breach of this Agreement, NIC PARTNERS may suspend performance 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 herein, this shall constitute a material breach of this Agreement and shall be cause for termination by NIC PARTNERS. SET -OFFS, BACKCHARGES, DISCOUNTS: Payment of invoices is in no case 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. 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 times liability insurance coverage for bodily injury, death, and property damage in an amount not less than One Million Dollars ($1,000,000.00) 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 Payment 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: All claims, 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 Arbitration Association then obtaining unless the parties mutually agree otherwise. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other party and with the American Arbitration Association. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, but in no event shall it be made after substantial completion of the project for which this Contract is awarded. LIABILITY: NIC PARTNERS shall not, in any event be liable to customer for incidental or consequential damages, including without limitation, 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. 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 8 WARRANTY (Limited): NIC PARTNERS warrants the products installed under this agreement against defects in material and workmanship from a period of one year from project completion. NIC PARTNERS shall repair or replace defective product during the warranty period with new or like new parts. Returned product becomes the property of NIC PARTNERS when replaced. This warranty is void if 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 control 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 there from will comply and conform to the requirements of Federal, State 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 third persons. Further, regardless of any prior statements, representations, or course of dealings by any NIC PARTNERS representatives, NIC PARTNERS does not warrant or represent, expressly or implicitly, that the software, licensed materials, or use of any of the same will: result in the prevention of crime or hostile enemy action, apprehension or conviction of any perpetrator of any crime, military prosecution 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 cases detect and plot the location of all firearm discharges within the designated coverage area; the supplied 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 or household use. OWNERSHIP: NIC Partners shall retain ownership of all materials supplied until the customer takes possession of the materials at their facilities. Upon receipt the customer assumes the risks and ownership of all materials. NIC Partners has the right to restore ownership of the materials to NIC Partners if the customer fails to pay for the materials under the terms of the contract, Once ownership has been restored to NIC Partners due to non- payment, NIC Partners may retrieve from the Customer's premises any material supplied where payment has not been tendered. The Uniform Commercial Code of California shall govern this sale and this order shall not be assignable, but shall bind the representative and successors of the parties and their benefits. LIENS: Seller may file a lien within 90 days after furnishing labor, materials, or services to a project as long as preliminary lien notice is sent to Buyer under the provisions of the Construction Lien Law of the state where services are rendered. The lien notice is no way intended to reflect the financial stability of the Buyer, but simply advises the Buyer of Seller's rights to file the lien if required. 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 shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the state where services are rendered, excluding rules regarding conflicts of law. 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 9 Appendix A — Project Approach NIC Partners will provide the following services in a phased or milestone approach to ensure the most accurate and successful deployment of product and services for the project. There are three distinct phases that make this project, which are outlined below. NIC Partners will provide project coordination on behalf of the customer to help ensure a successful deployment. The NIC Partners approach includes a dedicated Project Manager who will work with the Customer in prioritizing and developing a project plan with agreed timelines, payment milestones, and completion criteria. The PM will work with the Customer to develop a communications plan which outlines the communications process expected by the Customer throughout the project lifecycle. The PM will conduct weekly status meetings (or as required) with the customer to address progress of the project and to resolve any outstanding issues before moving on to new tasks or phases. Our experienced PM will become the single point of contact for the project in all its phases and will provide a consistent communication link with identified "Customer" employees. Phase 1: Project Planning and Design Phase 2: Project Implementation, Cutovers and Testing Phase 3: Project Documentation and Closeout Phase 1: Project Planning and Design Objectives & Scope 1) NIC Partners Project Management will work with the customer to plan and design the required management type components to successfully implement the proposed solution(s). NIC Partners will include the following (where applicable): a) Specific NIC Partners procedures from the NIC Partners' Engineering Pre - Engineering Procedures b) High -level project schedule c) Develop the project phase and or milestone sign -off forms d) Develop the payment schedule (tie to Project phases, equipment list and or WBS) e) Develop the project equipment transmittal form requirements 2) NIC Partners Project Management will work with the customer to plan and design for the physical component requirements to successfully implement the proposed solution(s). NIC Partners will include the following (where applicable): a) Customer site and or location staging requirements b) Review and document the physical locations and options for power and network connectivity c) Identify and determine of method of access for project teams and staff to project sites 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 10 3) NIC Partners Project Management will work with the customer to plan and design for the logical component requirements to successfully implement the proposed solution(s). NIC Partners will include the following (where applicable): a) Equipment Information Sheet requirements (EIS) i) Asset tag requirements ii) Special labeling requirements b) Visio Design requirements c) IP and Naming convention requirements d) Security access plans (usernames, passwords, ACS integration, etc.) e) Quality of Service requirements (QoS) f) Backup systems and or policies 4) NIC Partners Project Management will work with the customer to plan and design for the testing component requirements to successfully implement the proposed solution(s). NIC Partners will include the following (where applicable): a) Physical and logical testing plan b) Any customer specific required application testing c) Testing and site completion plan documents Deliverables (if applicable to the project) Items outlined in the "Objectives & Scope" section above a) Project Management documents i) Project Schedules ii) Payment schedules iii) Sample sign offs and transmittals b) Physical Planning and Design documents i) Sample site survey reports ii) Digital picture captures iii) Badges and or key requirements c) Logical Planning and Design documents i) EIS sample document ii) Visio planned designs iii) IP and Naming convention sample document iv) Dial Plans sample document (required for Voice projects only) v) Receive and or obtain any required asset tags vi) Sample labels if needed d) Testing Plans Actual testing plan and site completion sign form 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 11 Phase 2: Project Implementation, Testing and Cutovers Objectives & Scope 1) This section should include project and or site specific information to deploy the equipment to and in the customer's site and network along with testing and sign -off documents (where applicable). a) Specific NIC Partners procedures from the NIC Partners Engineering Deployment Procedures b) Customer - specific requirements as outlined in the Planning and Design phase above c) Time and location for delivery of equipment, along with customer - required signatures and approvals d) Install and test all equipment per NIC Partners testing plan and project or site specific testing plan as developed in the Planning and Design phase 2) Project and /or site specific cut -over requirements as outlined from the Planning and Design phase (where applicable) Assumptions and Exclusions 1) See Customer Responsibilities section above, Deliverables (if applicable to the project) 1) Signed equipment transmittal(s) 2) Completed Equipment Information Sheets (EIS) 3) Signed site - specific, or project testing and sign off form, if required 4) Signed customer retired equipment form, if required 5) Signed Notification of Completion Phase 3: Project Documentation and Closeout Deliverables (if applicable to the project) 1) Physical design documentation for the physical security network. NIC Partners will document one page per location that will show: a) Location of NICP - provided main components (Surveillance, Access Control, etc.) b) IP addressing 2) For other projects, NIC Partners will provide the customer with basic NIC Partners provided configurations in printed and electronic format, where possible. 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 12 Appendix B - Change Order Request In reference to the section titled Change Management Procedures of the above referenced Statement of Work between Network Integration Company Partners, Inc. (NIC Partners) and CUSTOMER, both parties hereby certify, by the signature of an authorized representative, that this Change Order shall amend and be fully incorporated into the existing Statement of Work (SOW). Change Order Number: 1. Reason for Change Request: 2. Changes to SOW: 3. Impact (cost, schedule): 4. Purchase Order Issuance (if applicable): IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this Change Order Request to be fully executed. Submitted by: Acknowledged and Agreed: Network Integration Company Partners Inc. City of El Segundo By: — Name: Title: Date: By: Name: Title: Date: 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 13 Appendix C - Completion Certificate (Sample) NOTICE OF COMPLETION Network Integration Company Partners, Inc. (NIC Partners) does hereby notify "Customer Name" that all work performed under the statement of work specified under the below listed purchase order has been completed in accordance with standards and regulations governing such work. This work is ready for your review and as such NIC Partners does hereby request authorization to invoice the full amount as stated in the PO listed below to include any applicable retention percentages, for all work performed. Customer: "Customer Name" Project Name: "NIC Partners Project Name" NIC Job Number: "NIC Partners Project Number" Customer PO "PO Number" As an authorized representative of the above listed customer, I do hereby affirm all work has been inspected for thoroughness and compliance and has been completed. 1. Customer agrees that the project can be billed complete. Inspected By: Name: Title: Customer Authorized Representative Signature: .ww _ Date;. Customer Authorized Representative As an authorized representative of the above listed customer, I do hereby authorize Network Integration Company Partners, Inc., (NIC Partners) to invoice 100% of the above listed PO for the work performed at the above listed facility. By signing I do hereby acknowledge this project as accepted as delivered in accordance with the statement of work applicable to this project. Authorized By: Name: Signature: Title: Customer Authorized Representative Date: Customer Authorized Representative 11981 Jack Benny Drive, Suite 103, Rancho Cucamonga, CA 91739 • (909) 919 -2800 • (909) 919 -7997 fax 14 EXHIBIT "Bn Agreement No. 4727 M Ic `DV. V V Labor PROPOSAL $0.00 nicpartners $0.00 Other Services Customer: El Segundo, City of Date: 10/29/2014 Contact: Quote #: NIC06837 Address: 350 Main Street Opportunity: Automated Attendant El Segundo, CA 90245 Phone: 310 524 2339 Account Manager: Nil Radadia Email: jrhogate @elsegundo.org Estimator: John Alemparte Scope of Services: Refer to Statement of Work Auto Attendant Configuration Project 1 OA `DV. V V Labor $962.50 Service /Maintenance $0.00 Shipping $0.00 Other Services $0.00 Total $962.50 Atithorized Signat ur - By: Name: Date: By signing this proposal, you acknowledge that you are authorized to enter into a binding agreement on behalf of your company /organization, 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 10/29/2014 15:42:53 Phone: 800.451.3394 1 Fax: 909.919.7997 1 sales @nicpartnersinc.com Page 1 of 2 TERMS CONDITION_ Agreement NO. 4727 STANDARD C . DI _5..�.� PAYMENT TERMS: Invoices shall be submitted twice a month, normally on the first and fifteenth, Bills are due and payable when submitted A late payment charge of 1 -1/2% per month (18% annually) may be applied to amounts outstanding ten days (10) 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 finance charge on all over due balances. INTEREST: If payment is not received by NIC PARTNERS within 30 calendar days of the invoice date, the Customer shall pay as interest an additional charge of one - and - one -half (1.5) percent (or the maximum allowable by law, whichever is lower) of the PAST DUE amount per month. Payment thereafter shall first be applied to accrued interest and then to the unpaid principal. TAXES: Prices shown may not include all sales or other taxes imposed on the sale of goods and services. Taxes now or here after imposed upon sales or shipments shall be added to the purchase price, Buyer agrees to reimburse Seller for any such tax or provide Seller with acceptable tax exemption, COLLECTION COSTS: In the event legal action is necessary to enforce the payment provisions of this Agreement, NIC PARTNERS shall be entitled to collect from the Customer any judgment or settlement sums due, reasonable attorneys' fees, court costs and expenses incurred by NIC PARTNERS in connection therewith and, in addition, the reasonable value of NIC PARTNERS time and expenses spent in connection with such collection action, computed at NIC PARTNERS prevailing fee schedule and expense policies, SUSPENSION OF SERVICES: If the Customer fails to make payments when due or otherwise is in breach of this Agreement, NIC PARTNERS may suspend performance 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 herein, this shall constitute a material breach of this Agreement and shall be cause for termination by NIC PARTNERS, SET -OFFS, BACKCHARGES, DISCOUNTS: Payment of invoices is in no case 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, 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 times liability insurance coverage for bodily injury, death, and property damage in an amount not less than One Million Dollars ($1,000,000,00) 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 Payment 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: All claims, 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 Arbitration Association then obtaining unless the parties mutually agree otherwise„ This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other party and with the American Arbitration Association. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, but in no event shall it be made after substantial completion of the project for which this Contract is awarded, LIABILITY: NIC PARTNERS shall not, in any event be liable to customer for incidental or consequential damages, including without limitation, 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 under this agreement against defects in material and workmanship from a period of one year from project completion. NIC PARTNERS shall repair or replace defective product during the warranty period with new or like new parts. Returned product becomes the property of NIC PARTNERS when replaced. This warranty is void if 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 control 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 there from will comply and conform to the requirements of Federal, State 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 third persons. Further, regardless of any prior statements, representations, or course of dealings by any NIC PARTNERS representatives, NIC PARTNERS does not warrant or represent, expressly or implicitly, that the software, licensed materials, or use of any of the same will: result in the prevention of crime or hostile enemy action, apprehension or conviction of any perpetrator of any crime, military prosecution 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 cases detect and plot the location of all firearm discharges within the designated coverage area; the supplied 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 or household use OWNERSHIP: NIC Partners shall retain ownership of all materials supplied until the customer takes possession of the materials at their facilities. Upon receipt the customer assumes the risks and ownership of all materials. NIC Partners has the right to restore ownership of the materials to NIC Partners if the customer fails to pay for the materials under the terms of the contract, Once ownership has been restored to NIC Partners due to non - payment, NIC Partners may retrieve from the Customer's premises any material supplied where payment has not been tendered. The Uniform Commercial Code of California shall govern this sale and this order shall not be assignable, but shall bind the representative and successors of the parties and their benefits. LIENS: Seller may file a lien within 90 days after furnishing labor, materials, or services to a project as long as preliminary lien notice is sent to Buyer under the provisions of the Construction Lien Law of the state where services are rendered. The lien notice is no way intended to reflect the financial stability of the Buyer, but simply advises the Buyer of Seller's rights to file the lien if required, 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 shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the state where services are rendered, excluding rules regarding conflicts of law, NIC Partners Confidential 11981 Jack Benny Dr., Suite 103 1 Rancho Cucamonga, CA 91739 10/29/2014 15:42:53 Phone: 800.451.3394 1 Fax: 909.919.7997 1 sales @nicpartnersinc.com Page 2 of 2