CONTRACT 4363 CLOSED43 6 3,'
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
Network Integration Company Partners, Inc.
This AGREEMENT is entered into this 10th day of December, 2012, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and Network
Integration Company 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 Fifteen Thousand dollars ($15,000.00) for CONSULTANT's services.
CITY may modify this amount as set forth below.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A," 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.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
BE
m
hourly rates for each personnel category and reimbursable 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 $1,500 for Additional Work must be approved by CITY's city
council. All Additional Work will be subject 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.
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
-2-
6 3 - V"
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 December 10th, 2012 to September 30th,
2013. 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: Proposal for Services Not to Exceed $15,000;
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,
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.
-3-
t 3 6 3 - ID
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.
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
ME
4 6 tj
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. Indemnification for 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 loss 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.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
-5-
4
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 will 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 under 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
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
Limits
$1,000,000
$1,000,000
$1,000,000
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
Ires
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 from 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 done before the next schedule update.
26. NOTICES. All communications to either party by the other parry will be deemed made
when received by such party at its respective name and address as follows:
-7-
If to CONSULTANT:
NIC Partners Inc.
11981 Jack Benny Dr.
Suite 103
Rancho Cucamonga, CA 91739
Attention: Brandon Brown
If to CITY:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: Larry Klingaman
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. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
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.
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.
51.1
9 au
4 'miu illy - .. " 3
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]
In
IN IT, NESS the parties hereto have exemited this contract the day and year
first herd nabove written.
ary y did., SEQ
et
Greg Car
! I er, L
m '
City ano& r
G/
m
Im
FmWill P� Spacal
Managing Partner
Taxpayer ITS 'No, 02-0807855
j
EXHIBIT A
inc
cartners
Not to Exceed
Time & Materials Agreement
Professional Services
For
City of El Segundo
Prepared on
December 5, 2012
Prepared For:
J. Richard Hogate
City of El Segundo
Address
350 Main St.
El Segundo, CA 90345
Phone: (310) 524 -2339
Fax:
Email:
Account Representative:
Kyle Brazell
Network Integration Company
Partners, Inc.
11981 Jack Benny Dri\e, Suite 103
Rancho Cucamonga, CA 91739
Primary Phone: 909 - 919 -2811
Primary Fax: 909 - 919 -7997
Email: kbrazell @nicpaertnersinc.com
43 63
ei M w
ii
cartners
December 5, 2012
Thank you for your time and interest in NIC Partners. We are pleased to provide for your
evaluation, a comprehensive services agreement outlining the proposed service offerings. We
recognize the importance of finding the right partner to provide network engineering and
consultation services in today's market.
NIC Partners prides itself on providing outstanding customer service, timely response, and
superior service delivery. We thank you for giving us the opportunity to propose our services,
and will work diligently to ensure your satisfaction.
This document contains an overview of the expectations and deliverables regarding our
understanding of your current needs. Please read it carefully and let us know if this service
description fits the solution that we discussed.
Thank you,
Kyle Brazell
Account Manager
kbrazell @nicpartnersinc.com
909 - 919 -2811
Sales Account Team
Network Integration Company Partners, Inc,
`a
nc
cartners
Table of Contents
NICPartners Inc ............................. ....................,.........,......... ........................ „...... ................... 4
Statementof Work .............................. ............................... .................. ...........................
5
On -Site Engineering ..................................................................................... ...............................
5
ServiceNarrative .......................................................................................... ...............................
5
Services to Be Performed ......................................................................... ...............................
5
Project Resources, Estimates & Rates ............................................................ ...............................
6
Timeand Materials Rate ................................................................................. ...............................
6
Responsibilities................................................................................................ ............................... 7
NICPartners ................... ..............,.............. , .....,.. ................
7
Customer.............. ................... ......... »........., ....,..,,,......,... ..........,....... .............,...............7
Completion.............. ................ — .... .... ............................................................... ......... ........ ...........
7
Assumptions.................................................................................................... ............................... 9
Confidentiality................................................................................................. ............................... 9
Expenses......., .. .... .... . ...............,........... M.......... ........................................ ............................... 9
Shipping........................................................................................................... .............................11
Purchase Order Issuance ................................................................................. .............................11
ServiceBilling ................................................................................................... .............................11
Acceptance...................................................................................................... .............................12
Standard Terms & Conditions of Network Services ........................................ ...,.........................13
NIC PARTNERS INC.
4 3 6 1 .,
NIC Partners is a Southern California based communications integrator and contractor. We
combine our Cisco Systems Gold Channel Partner capabilities with our California Licensed C10
construction abilities to self - perform installations which include: Unified Communications,
Wireless, Advanced Technologies like IPCC Express and IP Based Security Cameras, as well as
Cabling Infrastructure and Data Center applications.
Specific certifications we maintain include; Cisco Advanced Technical Certifications for Cisco
Unified Communications, Routing and Switching, Wireless LAN, Security and Physical Security.
Additionally we hold a Microsoft Certified Systems Engineer and Microsoft Certified
Professional accreditations. We are also proud certified partners of Sony and ONSSI security
solutions, EMC storage, and various cable manufacturers. These certifications along with our
core engineering team of four (4) Cisco CCIE's, one (1) BICSI certified RCDD, and our
experienced installation, support and management teams, makes NIC Partners uniquely
qualified to design and consult, install, train, support, and monitor the solutions that make your
organization succeed.
Established in 1997, NIC Partners was originally opened as a California branch office of Network
Infrastructure Corporation of Tempe, Arizona. NIC Partners spun -off as an independent
California Corporation and has been operating as a separate business unit si nce 2007.
This rapid growth is attributed to our honest professionalism, knowledge, technical expertise,
attention to detail and excellent customer service making NIC Partners a unique single source
solution.
To contact the NIC Partners Support Services call:
909 - 919 -2800 Option 1
800 - 451 -3394 option 1
You can Email us at
Support@Nicpartnersinc.com
Help desk web portal
https://s!ipport.nicpartnersinc.com
You can visit us on the Web at
WWW.Nic artnersinc.com
11981 Jack Benny Drive, Suite 103* Rancho Cucamonga, CA 91739 *Phone: (909) 919 -2800 * www.nicpartnersinc.com
1 n
gi
cartners
STATEMENT OF WORK
On -Site Engineering
This agreement is made effective as of 12/5/2012 between NIC Partners, Inc. a California
Corporation, whose principal place of business is 11981 Jack Benny Drive, Suite 103, Rancho
Cucamonga, CA, 91739, hereinafter referred to as "NIC Partners" and the City of El Segundo,
CA. hereinafter referred to as "Customer."
The services to be delivered to Customer will be dispatched from NIC Partners facility.
Service Narrative
The terms and conditions listed within the contents of this agreement and its attachments
contain the specific terms and conditions of the engagement. Any additional terms and
conditions will be governed by the Master Services Agreement (MSA) between NIC Partners Inc„
and the City of El Segundo, CA dated December 5, 2012.
Services to Be Performed
• NIC Partners will provide temporary professional services for informational
technology tasks at the direction of the Information Systems Manager for the City of
El Segundo or his designee including, without limitation, planning for, installing, and
maintaining city applications, systems, and network devices.
• NIC Partners will provide customer access to a portal for ease of tracking open
incidents created by either party. These incidents will be governed by the Incident
handling process of NIC Partners.
• NIC Partners will perform on -site and remote services at the blended rate outlined
herein for the period of one year.
• All work performed as a part of this service agreement shall be supported by NIC
Partners standard warranty terms as outlined in the herein.
• NIC Partners will provide resources for one day of on -site work per week and up to
three days (Assuming 8 hours per day) of remote work.
• Each individual dispatched or assigned remotely shall be guaranteed to be at an
adequate level of specialization for the work to be performed.
• The customer understands that the NIC Partners service employee will take
instruction directly from the customer. No guarantee as to time to resolution is
hereby given. Every "Best Effort" will be given to resolve the issue in a timely
manner.
11981 Jack Benny Drive, Suite 103 * Rancho Cucamonga, CA 91739 * Phone: (909) 919 -2800 * w w w.nic partners inc. corn
i
partners
• Service to be performed will include network management tasks including network
administration, system administration and simple projects. These projects will be
done and completed at best effort during the duration of the contract.
• The hourly rate for resources is set at $75.00 /hr.
• Customer will provide a detailed list of work / tasks to be performed on a weekly
basis.
• NICP personal will turn in City formatted timesheets every other week on Monday's
for the previous two weeks of work performed.
• On -site support for resources will be billed with a 4 -hour minimum.
• Remote support will be billed with at 15 minute increments.
All costs are based on services being performed during normal business hours.
All services must be scheduled two weeks in advance or be subject to availability.
Customer understands that this agreement shall terminate 12 months after receipt of signed
agreement with purchase order.
The customer hereby assumes all costs associated with said requested services.
PROJECT RESOURCES, ESTIMATES & RATES
TIME AND MATERIALS RATE
The below rate for services covers all IevelsoftechnicaI expertise. (Minimum 15 min. for remote support and hours on -site
support) will be charged for NI C Partners Services.
$75.00 / hr.
Note: Hourly rates are subject to change without notice.
• Normal Business Hours Monday through Friday 8:00 A.M. to 5:00 P.M.
Overtime Hours Monday through Friday 5:00 P.M. to 8:00 A.M. the following day
Weekend Hours Friday 5:00 P.M. to 8:00 A.M. Monday
Holiday Hours Start 5:00 P.M. prior to holiday through 8:00 A.M. after holiday
• An onsite travel charge of $225 will be billed in the event that the Customercancels a service after an NIC
Partners technician has been dispatched for any reason.
• The Customer hereby assumes all costs associated with said requested services. NIC Partners agrees to obtain
approval prior to incurring any costs or providing any services in addition to those already outlined in this
Agreement.
• NIC Partners requires a valid purchase order or change order approval is provided to NIC Partners prior to any
additional services or costs incurred.
11981 Jack Benny Drive, Suite 103 ' Rancho Cucamonga, CA 91739 ` Phone: (909) 919 - 2800 "ww w.nic partners inc. com
4363
I
V
RESPONSIBILITIES
NIC Partners
• NIC Partners will provide a Resource Team that specializes in the products and
services chosen for each engagement. Other consultant(s) may provide additional
support and expertise for the project as required.
• Supplying the NIC Partners project team with a displayable form of identification to
be worn at all times during on -site project activities if required.
• NIC Partners will provide customer access to a portal for ease of tracking open
incidents created by either party. These incidents will be governed by the Incident
handling process of NIC Partners.
Customer
• Customer will ensure that NIC Partners personnel will have access to customer
facilities (Eithervia remote or physical access) forthe purposes of factfinding,
investigation, and issue containment. Additional access maybe required for any root
cause analysis.
• NIC Partners will NOT be held responsible for any circumstances, delays and /or third
party configurations outside this Engagement.
• Customer will provide firewall / proxy access for "up / down" monitoring to be
effective IF service is elected. NIC engineering resources will be afforded to
customer to set up this free service at no additional cost.
• Customer will provide any on -site security credentials (ID Cards, Hand Geometry
Scanning etc.) and / or remote authentication devices (Secure ID tokens, credentials
etc.) so as to expedite service.
• Customer will provide a clean, safe and professional work environment to include
useable work areas, access to computer equipment, facilities, work spaces (cube)
and telephone as required by tasks assigned to NIC Partners resource.
COMPLETION
NIC Partners will notify customer when incidents have been deemed complete. NIC Partners
will afford customer a right of quality to dispute any outstanding item(s). In doing so, customer
shall insure that the proper personnel are scheduled to review each completed Service or
Deliverable upon notification of completion by NIC Partners. Customer shall indicate its
acceptance and closeout of Incident(s) by communicating to NIC Partners via e-mail, phone, or
customer portal. Any incident communicated to customer as being "ready for closure" will be
deemed accepted if Customer fails to respond to NIC Partners after five (5) business days. If an
incident is not completed for any reason, Customer shall provide written notification to NIC
11981 Jack Benny Drive, Suite 103 *Rancho Cucamonga, CA 91739 *Phone: (909) 919 -2800 * w w w .nicpartnersinc.com
* I,,',..
cartners
Partners via a -mail as to the dispute in detail. NIC Partners shall have ten (10) days after the
receipt of such notice to correct the error given it is within NIC Partners scope, and within the
context of this agreement or that of the MSA to do so. Such time period to correct the error
may be extended by mutual consent.
11981 Jack Benny Drive, Suite 103 *Rancho Cucamonga, CA 91739* Phone: (909) 919 -2800 * www.nicpartnersinc.com
a id
*
artners
ASSUMPTIONS
This Agreement and the pricing herein, are prepared based on the following key assumptions
( "Assumptions "). Any deviations from these Assumptions that arise during the project shall be
managed through the Change Management Procedures. Parties agree that any changes in the
Assumptions may result in an adjustment in the Service Pricing.
• Service required by Customer to be performed outside the Business Day shall be
invoiced at NIC Partners over time rates.
• This Agreement does not include hardware, software or ( "Product ") maintenance,
which must be purchased separately.
• NIC Partners, Inc. requires a lead -time of up to 14 days from acceptance of a
Purchase Order from Customer to begin work.
• NIC Partners, Inc. will require a schedule extension of up to 30 days for any
personnel change requests made by Customer.
• Union labor is not required.
CONFIDENTIALITY
NIC Partners, Inc. respects the privacy of the Customer and understands that all information
pertaining to its network must be protected. No information will be released to third parties
without the expressed written permission of the Customer management. Any data belonging to
the Customer will be restricted to those NIC Partners, Inc. employees working on or with the
assessmentteam.
It is our understanding that the primary intent of engaging our professional services is forthe
benefit of the staff and management of the Customer. Our services are not intended to benefit
or influence any other person or entity. Any reports that we may prepare will indicate that they
are for limited distribution to only management personnel of the Customer.
EXPENSES
Customer will reimburse NIC Partners, Inc. for any reasonable travel and living expenses and /or
material expenses ( "T &M ") incurred in support of this Time and Material Agreement. T &M will
be invoiced separately and at actual cost. Customer shall provide an open Purchase Order for
11981 Jack Benny Drive, Suite 103 * Rancho Cucamonga, CA 91739 * Phone: (909) 919 -2800 * www.nicpartnersinc.com
y ,r
nc
mcpartners
T &M if it is determined that it is required or for an extended and estimated amount. NIC
Partners will receive the Customer's pre - approval before incurring T &M expenses.
While every attempt will be made to stay within the time and cost estimated, unforeseen
complications or changes in the scope of the engagement might increase our fees and
expenses. The need and reason for additional fees and expenses will be communicated to
management for approval before said time and costs are incurred.
11981 Jack Benny Drive, Suite 103* Rancho Cucamonga, CA 91739 *Phone: (909) 919 -2800 * www.nicpartnersinc.com
0
inc
partners
SHIPPING
• Unless otherwise agreed, Customer will retain responsibility for shipping of any
product and its associated costs.
PURCHASE ORDER ISSUANCE
Within 14 business days following the effective date of this agreement, Customer may place
orders for services by issuing a written purchase order to NIC Partners, Inc. for a not to exceed
amount in the sum of $15,000.00. This will cover up to twenty hours of work to be performed
and determined at a later date and time. NIC Partners, Inc. shall not commence services until a
Customer purchase order is received. Each purchase order must be signed by an authorized
representative and reference, at minimum, the following information:
• Not to exceed amount of $15,000.
• Agreement start and termination dates..
• Bill -to address
Purchase Orders can be faxed to 909 - 919 -7997.
The terms and conditions of this Agreement supersede any conflicting terms on the Purchase
Order, any correspondence and all verbal communications.
SERVICE BILLING
Bills for services are due when submitted. Interim bills may be submitted at periodic dates. If
bill for services is not paid when due, we reserve the right to cease work and withdraw from the
engagement. In that event, we will charge interest on the unpaid balance at the monthly rate of
1.5 %, an ANNUAL PERCENTAGE RATE OF 18 %. In the event any collection action is required
reasonable attorney fees and expenses may be recovered.
11981 Jack Benny Drive, Suite 103 *Rancho Cucamonga, CA 91739' Phone: (909) 919 -2800 ` w w w .nicpartnersinc.com
(5 ,3
nc
Cpar nears
ACCEPTANCE
This agreement is made effective as of 1_� 6 1 b2 etween NIC Partners, Inc hereinafter referred
to as "NIC PARTNERS" and the City of El Segundo, CA, hereinafter referred to as "Customer" All
services must be scheduled two (2) weeks in advance or be subject to technician availability.
There is a travel charge for work at sites where NIC PARTNERS does not have a local branch.
The Customer hereby assumes all costs associated with requested services included but not
limited to those delineated by NIC PARTNERS in this SOW. NIC PARTNERS agrees to obtain
approval prior to incurring any costs in addition to those already itemized in this SOW and a
purchase order prior to the service being done.
This SOW, including all exhibits and subordinate documents attached hereto or referenced
herein, will constitute the entire agreement between the parties hereto concerning the subject
matter of this SOW and replaces any prior or contemporaneous oral or written communications
between the parties. There are no conditions, understandings, agreements, representations, or
warranties, expressed or implied, which are not specified herein. This SOW may only be
modified by a written document executed by the parties hereto.
Gre Parpenter, City Manager
a, P,h �e e'Rirr3'/`rxmer^cxr�r^" r +nth1 �. '-
d
Date
11981 Jack Benny Drive, Suite 103 * Rancho Cucamonga, CA 91739 *Phone: (909) 919 -2800 * www.niopartnersinc,com
0
a
nicpartners
43 '3 -
ANDARj) TERMS & CONDITIONS OF NETWORK SERVICES
PAYPIMM Ir 4ku bl:m,; be $ w2,rittcr t-Zir A :ria -PEN, narinury un WIL
F I, s t I., A a M 111. 1110 1. dvs rLl 2qjblL- vwim %I.!! rnlri,44. A i+.-p.ipPmqj
: 1:,:,7: r Ir"' � I--' V41 -iuuII!j 'ray b-- *plwJ tr. jiwaijms,
"t�krwk a f.1 'r., "i"Lli. tie d a cu a-" thr sTaRvigrenic
inulpr•cNir ?4V111 Y 'I 1 theb tit AD ,Iwa iwouni1, Lduratlanal IRS. qvirjo-j
.iid Suva" arm Vi All OV-obilep3vigiurn it 1w pigoirc
MYFF dLithi.inrig-r.
lilpa)"wnrli n-j1NN%,+0rJ1oVa1I_ 50 nrib
ar IN' dot-, tha U•',ANC shall W.VL iAr-%!j! .rI ji: I tior, cnisrjerh
lol,wef! a' I- e PA51 DU_. 1;01. rt pi , min-.h P;FyWo%lff OtVdrl.w :�hun v-si be
upplivd -a acc•Lim irxe�.,. inn i!,%in N�t I p0l,vpp
1, 41' uo Acdod Zo t ,v oure h,ni P, p"rr NoVws to 'ej vlou rav!.Mlzi, 'of iov
vch T,Ox w gw'm f, ro'"M wr
,D-' WI dLk•,jq
-51v-3-v- APIrwrriart H C PAWWRS PoN I.: 11rct
1-am 0,12. C.*1.!Q1;.1w!aqyjL4Ern". (s -bIriPt(~r;
roil, n,;,x-�c -wrrcc ay Nit: PMT?.ih
'A, :A.w0-q.vhvI
twcwil i and. -I riddirini, sir rr;6exitive w4lue a! .1%iC pj;;t ILXIL10. -,.me unj
,ft DOwn ipLqL •i cor-pm'.'on Mh 'Ller col iWi7r, Gnrmvled at NC
.7-.•low:a h in brL'JLh a," this AC•o4ni,17, Nir FARTLEFIS
qe4Dr.Tmcr-rYF irri.rU5 4porifive :57 tdilLrdohr wp' 9W 1'r +he Cm� Omer. N
d.v9qq,s,3s#luPpol
by ti- r iuq-prg-
:,Rra W101A Ill- It -11r, CuOurry fi-sh) Tmkc paymmT". MIC
PAKIN:AS IP L4,rrjrkrxi-.:q:Wji ttt DUVMP;Ijterr,.0 I-I.iiA, th g iI y: yry,�mirp
.4 brLw.-Il of Lh -A beveem:1'. If r. shAl I,;- %.;,ISL Ig: Ll 1K•ijtipn a
ARTHE".
ri -10 O'b".
&L I -:i.-W;. "r 0ISCCkUrJTS: ",- . rrt, •
to a'- r3-dlhrig of 5-11-u!% L,,• 1w Luz-.onricr. me pf-A"e"T -. .111C
'v
w4p:dILs,sol-nispennion OfTP.'m.-rinDn of 9-k fIiqetmvi-bvn . er p2r:j,
,'0
RU Uf U?1.1, V DAMMIP An,-N-.Rs s 1.4 d5iwrv,; y'r r,k 0.11.s ot. of
1A-.rj;p,t 10 %I401017l! dird xawriox riurr^• M nX,Vin,-,Cm urct cl,Ly .-c
I ':NffMl TA hit I-•e. •It -M C1.LiMt1fL®rb%-4r!"A(4 N . 6
fiakur
q'u- pam, hdrrr.�• fru in 11110 ]1%%-% IW,40fi -d We S-- -h PUP.$ leliLi;!X -.0 irean,
nndq r :jr% w di-4ge U? wnilio'c ;I proprm, -1 I'll i3 LOJIL-d jy L:e
11 , . I,- ,.r%7ft EN
1•joil.nn_ acts. r.rc.jj%v:cq3 a' ttp H 01 4
-Aall Col.?n ai'd keep ig %%,L: C UpZtm=, IIU3
ri:ury, 4c,ith, aid propeL%• dar— if, al; X'11LIA1.1. *law. :Ms than one rdi:;,,i
nloh A. COOP el vollf6f six
PAI'7WAS sLh; hi * t:,, tutIlTor, f.11and
duly c%"Itee _ft"q&c dl d ?dyr.ivnT'.jorJ%, .inr-,-vv4:err 4V it sLiw, ur
it •e'ullsTaint D9!hi&Arwrrirn-. Coss
wi iu_h bww4s �0 't r&a dirvcL!rbv 17.m-aw:y.
/ �0'
P*4 F.11 cvw,;, disoLax-, ard rAnerifir.un. ir6 :i�rztiai: aith:rputt of, • o ; Th, -.'Ii, 1•••b1camn 6-2Lto- * 3adi tie dmixj by rinn.mcnir
it A.eoo ore t Jr;ld%trV q.:ft
thm ohudri.l_� uIllilss .FL- aarlin . T•.Atcarq jUvr.
i-12 Dfn-D. -.p u. hit, W0,: IA.. -h.- —r. by -.%C nhad be
fIn71,4,ij jUdg:ctnt Rmaybamle.W. i.onr. Ifirr &C(D1`dZrICeYWLlI
be F-W I!• w:.tlrg wcr. tho o[pi., pdIjy "I'Ll vA.h thrr krrrip, %;Mw
ASUK-AT-0- !:Ir jrLivativnslr -1 bernvlowid% q - .,t . ti—
;.fl:.. d.q LLIL4J'JtL', c7Pathrrr-rjttpr.:1 r.,).Nmt
6hdl is bv rp el X'rf OASCANUI 90:m1P:9Wr al thr I I FCr Yh'Ch :Pill
Ctttr id 6 wjrd.-d 10
I [AN-JIT' NIC ;AATr4,-_4S 0.11H not, -I pry Pirg? p 1.6 L.5Wnwr 'or
:-ICdrrtalcirrrPiS7CUtr-1:,PI qw-IM, lrdu0rr;,d1,jUI firritnt re A.,:
I- buiad uDcimd R (r,14,VAt4to I oi kh'l, lirnii Ian
4vai'ability eidl or m. of isle %1,1
cn fcITIes 4. 9•
1dJAIkftV7 11-aril" %:C F.%:r%ZRS off.,t, 'eAlrA q, Iris
ac-erw%'. r.a..w J;,l I-
F.:6100 rAd.1t,4N tho
p-.1ijd will: -- I. ( I,. "IW O'�. &.1 Arc. Kt bL,=-,..Q, [Pit ;wLw:. I V d
NIC F.<-nn •l-lin reclacri wa.-rani P, ii i•e.,d r iro . iR r"u-. Ir ahynK.
.4-.v — •- 2.r — I
Zi, W. '. F. - S. -.%r.1 IV a 'Y kwtvV I.-.%La ; 0 Y, 064 CUM.,—, Wh r -,I., ?mLw
.Ul I.MIMM4 ZUC„ go Wlh4pqw, nPiron I9d,-*,.I,
cr vwi, Luirl, %D. 4ere,-qA I(.wI.w CI
WW r1m 0xv ot -,r,;Ar
use9l.a
J. I:T I 'flhwd �Irt[05. VOL shat Acr Iw
si, 014, Iir, is r na wv%rd -r,, r.:rl h;,•,
.'R:1.r cog
1j, I.pz% N�
I'AlE, /.L.: �-F(Q%L%atirM t4r. 1`901710,l5 Lh.s l.ct wjrrArj or •epresePir, e*((6ss?r or
or L.. d aAeAIcI-.a %aiipt will.. ui!
% ,;:p .....
wLi rIr u- rr;w., mllt;7f FfQ5-0L-.ICA -DI QP• ::I::••q IA:m, - ilpl• ..ir,
%DW-lil-h- rl d-q n --7-W-rt 0• ;treat. W—At ar 19,a. J..:I, iiii.vY. ur
&,Meg -.0 WCPr•.,j Ill.. I.. A.- IF— • o•'or U*A>W.: i Al
ca-
.cr' A l pjAj I%• j•v, .re rqp; ol;Ciq-gop
"ej: I lt %nI:fJfkLmak
wi Iftilr.iii 1•0,1 0• ^• •.11'" ,!I[jAIM.
H ". iw4illrA cflii�mr vjtl- risk wpnp, iw.w,;,,,, r,.:.
7.1rat;,, . OT(OU'll 011131ft'd VIM — NIL '7-4;INM CaCh
11-p- llta.lr_ IBLE! a!k Mal !'I, 4VAI,Ti ar.• .:•r. •
ried vc np.i "Xili-Plid ',j or w '.1 pi Ix :crsvrul, 'wrilr a-
OW -ElS40-0 C PAII-NUSehill vlJ n r, neNhpnf 411 j,ljIeTjjIP, 1A.Mlim Lrj-.i]
flrud n.%v".a No i;q iw lip rei.Avd. ME P/RTN 14 MW .W.Iv 5-r..
a*,. Vrx.-o.: wicv payr.vmt has -IDr b--p
Unat.-A M-U,6 Pro Cuirniu6d Code -Oculirwiin %hi. M-jrrr v-i!, xdlc&,L
this ardrr ;Ipi;ill po^ pr s3uNrSD C, but ,hul. hire the m Pirmer.w6a:w; i:,l
ZLUti
Y1,ol d riff e -s
LIM3. Sdw nwv IZ_ L lies ;ktfli 40 rats nfirr'Urniv, --r, 14-0, ---Jh:1iX.%,or
! erv.ct-. i n a prejjf-ci at Ip.p, ai5 Nk=, •.irliq lie not ce IT .5 In'. L.0 r,.:V.y r.114-
pvy.Woft: Ce U-0 romorw., wn Lyr tx. t aw miLrr %.vArii -.r:, rr.r de,<-d.
Tv r lirn r0 -. c:C I, no %W ouw awl � t& Yn th,e fr.Rr. ni3 a` rb^ Pao-p-T.
',jL
5hmr. IV advis In she IWuyvv of
. yfi 01 r% 1P. t le (h. R '- D .%j:)irCo.
N (':)*I%-S- r,xc i., -r;iy tv allpmd !or Z,,M,4,, 1 durritt'. wits p!iur :pprevaL e,
cv.1ur.,,in n 1`1`3V tk' ---4J-. h0-1 _edits hgjltd"VP covor 1,o colt,v` h•iwl I Pig ane
chmzxf. 1%
AV';: 5,41er 2s, not respo P.t we for 0. vtvj '"q'APSW-1tiz w ;46on ecci.-ior. H
1
3Y VCh af6or. it otp4V Cl(Cu jBkjr rft cjw voh1cl- tF.1 • m hjv; go Col-1•o!
MU'vT4;AMOU1• Tbl!� ftlm,ftLvi CUIL11.101�ff.ft. t%-,-fr '0.;b,i,,rStat&qgvI Or,
42rllplv.,-.J. felfif. I (V 0-0),Jjmt ,tejgj L;ftom.
gorAMO•Ir1*1 ,
trod fawn opy:q"VP%r
hP Ih,
1. ec"'p"kN 001jr td Ire CXtm-!, 'a",owN of, npAko r
vial U_w-,i-..1 l,;,,jk- tFl; 4.�
W.0 rflr.t,. 37_ ".or.
I I
1 1981 Jack Eleilsy D ivu. Suile IM ' Fbir.OP:73 Cucamonga. CA 91739 ' Rior:c: (9"-9) 919-2.600 ^ Lvw vir.6cpartnersinC.U,i31