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.
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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.
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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,
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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.
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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.
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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
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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.
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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.
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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]
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IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
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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
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EXHIBIT "A"
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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
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• 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
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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
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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