CONTRACT 4545 Maintenance and Repair Agreement CLOSED Agreement No. 4545
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
NIC Partners, Inc.
THIS MAINTENANCE AGREEMENT ("Agreement") is made and entered into this 16th day of
December, 2013, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation ("CITY") and NIC Partners, a California Corporation("CONTRACTOR").
The Parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONTRACTOR agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONTRACTOR and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONTRACTOR on a lump sum
basis an amount set forth in the attached Exhibit"A,"which is incorporated by
reference, for CONTRACTOR's services. CITY will pay such amount promptly,
but not later than thirty(3 0) days after receiving CONTRACTOR's invoice.
2. TERM. The term of this Agreement will be from December 16, 2013, to September 30,
2014. The Agreement may be renewed upon mutual consent of the parties.
3. SCOPE OF SERVICES.
A. CONTRACTOR will perform services listed in the attached Exhibit A.
B. CONTRACTOR will, in a workmanlike manner, furnish all of the labor,
technical, administrative,professional and other personnel, all supplies and
materials, equipment,printing, vehicles,transportation, office space and facilities,
and all tests,testing and analyses, calculation, and all other paeans whatsoever,
except as herein otherwise expressly specified to be furnished by CITY,necessary
or proper to perform and complete the work and provide the professional services
required of CONTRACTOR by this Agreement.
4. PREVAILING WAGES.
A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of
Regulations § 16000, CONTRACTOR insist pay its workers prevailing wages. It
is CONTRACTOR's responsibility to interpret and implement any prevailing
wage requirements and CONTRACTOR agrees to pay any penalty or civil
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Agreement No. 4545
damages resulting from a violation of the prevailing wage laws.
B. In accordance with Labor Code § 1773.2,copies of the prevailing rate of per diem
wages are available upon request from CITY's Engineering Division or the
website for State of California Prevailing wage determination at
httu://www.dir.ca.jzov/DLSR/PWD. CONTRACTOR must post a copy of the
prevailing rate of per diem wages at the job site.
C. CITY directs CONTRACTOR's attention to Labor Code §§ 1777.5, 1777.6 and
3098 concerning the employment of apprentices by CONTRACTOR or any
subcontractor.
D. Labor Code § 1777.5 requires CONTRACTOR or subcontractor employing
tradesmen in any apprenticeship occupation to apply to the joint apprenticeship
committee nearest the site of the public works project and which administers the
apprenticeship program in that trade for a certificate of approval. The certificate
must also fix the ratio of apprentices to journeymen that will be used in the
performance of the contract. The ratio of apprentices to journeymen in such cases
will not be less than one to five except:
i. When employment in the area of coverage by the joint apprenticeship
committee has exceeded an average of 15 percent in the 90 days before the
request for certificate, or
ii� When the number of apprentices in training in the area exceeds a ratio of
one to five, or
iii. When the trade can show that it is replacing at least 1/30 of its
membership through apprenticeship training on an annual basis state-wide
or locally, or
iv. When CONTRACTOR provides evidence that CONTRACTOR employs
registered apprentices on all of his contracts on an annual average of not
less than one apprentice to eight journeymen.
V, CONTRACTOR is required to make contributions to funds established for
the administration of apprenticeship programs if CONTRACTOR employs
registered apprentices or journeymen in any apprenticeable trade on such
contracts and if other contractors on the public works site are making such
contributions.
vi. CONTRACTOR and any subcontractor must comply with Labor Code §§
1777.5 and 1777.6 in the employment of apprentices.
vii. Information relative to apprenticeship standards, wage schedules and other
requirements may be obtained from the Director of Industrial Relations,
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Agreement No. 4545
ex-officio the Administrator of Apprenticeship, San Francisco, Califoinia,
or from the Division of Apprenticeship Standards and its branch offices,
E. CONTRACTOR and its subcontractors must keep an accurate certified payroll
records showing the name, occupation, and the actual per diem wages paid to each
worker employed in connection with this Agreement. The record will be kept
open at all reasonable hours to the inspection of the body awarding the contract
and to the Division of Labor Law Enforcement. If requested by CITY,
CONTRACTOR must provide copies of the records at its cost.
5. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that CONTRACTOR
has
i. Thoroughly investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONTRACTOR warrants that
CONTRACTOR has or will investigate the site and is or will be fully acquainted
with the conditions there existing,before commencing the services hereunder.
Should CONTRACTOR discover any latent or unknown conditions that may
materially affect the performance of the services, CONTRACTOR will
immediately inform CITY of such fact and will not proceed except at
CONTRACTOR's own risk until written instructions are received from CITY.
6. INSURANCE.
A, Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONTRACTOR will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Tvne of Insurance 1.,%ill (combined siiiale
Commercial general liability: $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement.
B, Commercial general liability insurance will meet or exceed the requirements of
ISO-COL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
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Agreement No. 4545
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name City, its officials, and employees as "additional insureds"under
said insurance coverage and to state that such insurance will be deemed"primary"
such that any other insurance that may be carried by City will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (30) days prior written
notice to City.
C. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance or copies
of policies as may be reasonably required by City from time to time. Insurance
must be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A:V1I." Certificate(s) must reflect that the
insurer will provide thirty (30) day notice of any cancellation of coverage.
CONTRACTOR will require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of
cancellation imposes no obligation, and to delete the word"endeavor"with regard
to any notice provisions.
E. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain such coverage at CONTRACTOR's
expense and deduct the cost of such insurance from payments due to
CONTRACTOR under this Agreement or tenninate.
7. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 6 of this
Agreement; and
B. CITY gives CONTRACTOR a written Notice to Proceed.
C. Should CONTRACTOR begin work in advance of receiving written authorization
to proceed, any such professional services are at CONTRACTOR's own risk.
8. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause. Notice of termination will be in writing.
B. CONTRACTOR may terminate this Agreement upon providing written notice to
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Agreement No. 4545
CITY at least thirty (30) days before the effective termination date,
C. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated,
D. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
INDEMNIFICATION,
A. CONTRACTOR indemnifies and holds CITY harmless from and against any
claim, action, damages, costs (including,without limitation, reasonable
attorney's fees and penalties), injuries, or liability, arising out of this
Agreement, or its performance including,without limitation,damages or
penalties arising from CONTRACTOR's removal, remediation, response or
other plan concerning any Hazardous Waste resulting in the release of any
hazardous substance into the environment, 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, CONTRACTOR will defend CITY(at
CITY's request and with counsel satisfactory to CITY) and will indemnify
CITY for any judgment rendered against it or any sums paid out in
settlement or otherwise.
B. For purposes of this section"CITY"includes CITY's officers, officials,
employees, agents,representatives, and volunteers.
C. CONTRACTOR expressly agrees that this release,waiver, and indemnity
agreement is intended to be as broad and inclusive as is permitted by the law of
the State of California and that if any portion is held invalid,it is agreed that the
balance will, notwithstanding, continue in frill legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be
maintained by CONTRACTOR as required by this Agreement, 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 CONTRACTOR
pursuant to this Agreement, including,without limitation,to the provisions
concerning indemnification.
9. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that
CONTRACTOR will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONTRACTOR will be flee to contract for similar service to
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Agreement No. 4545
be performed for other employers while under contract with CITY. CONTRACTOR is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work
or to exercise a measure of control over the work means that CONTRACTOR will follow the
direction of the CITY as to end results of the work only.
10. NOTICES.
A. All notices given or required to be given pursuant to this Agreement will be in
writing and may be given by personal delivery or by mail. Notice sent by mail
will be addressed as follows:
To CITY: Attn: Information Systems Manager
City of El Segundo
350 Main Street
El Segundo, CA 90245
To CONTRACTOR: Attn:
B. When addressed in accordance with this paragraph, notices will be deemed given
upon deposit in the United States mail, postage prepaid. In all other instances,
notices will be deemed given at the time of actual delivery,
C. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
11. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
12. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained
in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
13. CONSTRUCTION. The language of each part of this Agreement will be construed simply
and according to its fair meaning, and this Agreement will never be construed either for or
against either party.
14. SEVERABLE. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
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Agreement No. 4545
15. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
16. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a
waiver of any other provision,nor will such waiver constitute a continuing waiver.
17. 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.
18. AUTHORITY/MODIFICATION. This Agreement may be subject to and conditioned
upon approval and ratification by the El Segundo City Council. This Agreement is not binding
upon CITY until executed by the City Manager. The Parties represent and warrant that all
necessary action has been taken by the Patties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be modified by
written agreement. CITY's city manager may execute any such amendment on behalf of CITY.
19, 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.
20. EFFECT OF CONFLICT. In the event of any conflict,inconsistency, or incongruity between
any provision of this Agreement,its attachments,the purchase order, or notice to proceed,the
provisions of this Agreement will govern and control.
21. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
22. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, war,terrorist act, embargo, government action, civil or military authority,the natural
elements, or other similar causes beyond the Parties' control,then the Agreement will
immediately terminate without obligation of either party to the other.
23. ENTIRE AGREEMENT. This Agreement and its one attachment constitutes the sole
agreement between CONTRACTOR and CITY respecting lead based stabilization. To the extent
that there are additional terms and conditions contained in Exhibit "A" that are not in conflict
with this Agreement, those terms are incorporated as if fully set forth above. There are no other
understandings,terms or other agreements expressed or implied, oral or written.
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Agreement No. 4545
IN WITNESS WI-ILI'REOF flie parties hereto have executed ffis contra d the day and year
first licreinabove written.
CITY OF EL SEGUNDO
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Greg C 'p el -1°, Fnink Iron
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(."",ity anager Managing Partner
ATrES"1',
Taxpayer I I N 0, C)
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City 'Ierk
AP W)VIED T(' .......
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MARK DA I I i A( rney
BY:
Kiarl R Berger) sistant City Attorney
Page 8 o1'8
�g
4eement No. 4545
Cm�'1)arIIICra Time and Material Agreement
City of El Segundo
Page 1 of 12
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Not to Exceed
Time & Materials Agreement
Managed Services
For
City of El Segundo
Prepared on
December 9, 2013
Prepared For: Account Representative:
J. Richard Hogate Nil Radadia
City of El Segundo Account Manager
350 Main St. NIC Partners, Inc.
El Segundo, CA 90345 11981 Jack Benny Drive, Suite 103
Rancho Cucamonga, CA 91739
Phone:: (310) 524-2339 Phone: 909-919-2836
Fax: Fax: 909-919-2886
Email: E-Mail: nradadia @nicpartnersinc.com
11981 Jack Benny Drive,Suite 103'Rancho Cucamonga, CA 91739*Phone:(909)919-2800*www.nicpartnersinc.com
Agreement No. 4545
t Time and Material Agreement
City of El Segundo
Page 2 of 12
December 9, 2013
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,
Nil Radadia
Account Manager
Phone: 909-919-2836
Sales Account Team
Network Integration Company Partners, Inc.
11981 Jack Benny Drive,Suite 103*Rancho Cucamonga, CA 91739*Phone:(909)919-2800*www.nicpartnersinc.com
Agreement No. 4545
nc C pa r t I i e rs Time and Material Agreement
City of El Segundo
Page 3 of 12
Table of Contents
NICPartners Inc.......................................................................»..»..». ......................»».......»». »...........4
Statementof Work............................................................. ....................».. .»....................»,..,........5
On-Site Engineering ....................................................................................................................5
ServiceNarrative.........................................................................................................................5
Servicesto Be Performed........................................................................................................ 5
Project Resources, Estimates & Rates...........................................................................................5
Timeand Materials .................................................................................................................»...,»,5
Time and Materials (T&M) Pricing..................................................... ......... ..............................6
Responsibilities................................................................................................ ..............................7
NICPartners ................................................................................................................................ 7
Customer............................................................................................... 7
Completion ........ »............................. .........................................»...............................................8
Assumptions...................»................... ...................»....».....»..........,............,.....................,..............8
Confidentiality..................................... .................................................__...................................9
Expenses................................................................».....................,......... ................ ...,».,..».............9
Shipping—, __.................................................................................................................................10
PurchaseOrder Issuance...................................................................... ......................................M 10
ServiceBilling.......................... .................................»,»......................................................................10
Acceptance ...................................................................................................................................11
Standard Terms & Conditions of Network Services....................................................................12
11981 Jack Benny Drive,Suite 103'Rancho Cucamonga, CA 91739*Phone:(909)919-2800*www.nicpartnersinc.com
Agreement No. 4545
ncnwparmcr. Time and Material Agreement
City of El Segundo
Page 4 of 12
pNIC PARTNERS INC.
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 since 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
Help desk web portal
http//s upport.nicpa„rtne rs„i nc.com
You can visit us on the Web at
lIE//www.nicpartnersinc.com
11981 Jack Benny Drive,Suite 103*Rancho Cucamonga,CA 91739*Phone:(909)919-2800*www.nicpartnersinc.com
Agreement No. 4545
Time and Material Agreement
City of El Segundo
Page 5 of 12
STATEMENT OF WORK
On-Site Engineering
• This agreement is made effective as of 11/01/2013 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"N IC Partners"and CityofElSegundo
hereinafter referred to as"Customer."
The services to be delivered to Customerwill be dispatched from N IC Partners facility.
Service Narrative
• The terms and conditions listed withinthe contentsof this agreementand its attachments
contain the specificterms and conditions of the engagement.Any additional terms and
conditions that are agreed upon by both partieswill be outlined and governed byadditional
addendums and signed by both parties.
Services to Be Performed
• N IC Partners will perform on-site services at the rates defined herein forthe 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 atthe end of this document.
• Each individual dispatched orassigned remotely shall be guaranteed to be atthe level as
specified on the Labor Rate Table below.
• The customer understands thatthe N IC Partners service employee willtake instruction
directly from the customer. No guarantee asto time to resolution is hereby given.Every
"Best Effort"wil I be given to resolve the issue in a timely manner.
• Refertothe rates matrix belowto determine billing rate.
• On-site supportforan engineerwill be billed with a 2-hour minimum.
• On-site supportfor a technician will be billed with a4-hour mini mum.
• 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 subjectto availability.
Customer understands that this agreement shall terminate 12 months after receipt of signed agreement with
purchaseorder,
The customer hereby assumes al I costs associated with said requested services.
PROJECT RESOURCES, ESTIMATES & RATES
11981 Jack Benny Drive,Suite 103*Rancho Cucamonga,CA 91739*Phone:(909)919-2800'www.niepartnersinc.com
Agreement No. 4545
n"C11 (P 11111el'S Time and Material Agreement
City of El Segundo
Page 6 of 12
C TIME AND MATERIALS(T&M) PRICING
• For services and materials,Customer is required to requestthat NIC PARTNERS provide such
services when needed.These services are subject to the terms of this Agreement and NIC
PARTNERS'sacceptance. NIC PARTNERS shall determine in its sole discretion whether(i)to
accept such work on a T&M basis,(ii)to accept such work undera specificStatement of Work or
other agreement executed by Customer,or(i i i)to reject the offerforsuch work that is outside
the scope of this Agreement. Only authorized individuals from Customer may request and
approve T&M services. Customershall provide a list of authorized individuals within 10days of
the execution of this agreement.
• N IC PARTNERS shall use commercially reasonable efforts to commence performance of anyT&M
services it accepts. Such performance shall be during Normal Business Hours(8:00 A.M.to 5:00
P.M. local time Mondaythrough Friday)and at the rates shown in the T&M rates Exhibit
attached,excluding N IC PARTNERS observed holidays unless otherwise agreed by N IC
PARTNERS.Any work performed outside of these Normal Business Hours will be charged atthe
rates for Overtime Hours or Weekend&HolidayHoursshownintheT&M ratesexhibitas
applicable. Atthe completion of the contracted work underT&M, NIC PARTNERS shall present
the Work Approval Form to Customerforsignature,which Form acknowledges the completion
of the work performed.
• Travel and living expensesfor NIC PARTNERS personnel are not included in this agreement.
Should travel be required,Customerwill be billed forthe actual and reasonable expenses
incurred.
TIME AND MATERIALS RATE
The below rateforservices covers all levelsof technical expertise.(Minimum 15 min.forremote support and 4 hours on-site
support)will be charged for NI C Partners Services.
$75.00 / hr.
• All Material cost incurred by NIC Partner's employees will be passed to customer with a
markup of 15%.
Note: Hourly rates are subject to change withoutnotice.
• 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 Customer cancels a service after an NIC
Partners technician has been dispatched forany reason.
11981 Jack Benny Drive,Suite 103*Rancho Cucamonga,CA 91739"Phone:(909)919-2800*www.nicpartnersinc.com
Agreement No. 4545
rlCi iG:'pw'tf"fnC"1,,5'
Time and Material Agreement
City of El Segundo
Page 7 of 12
• 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.
RESPONSIBILITIES
NIC Partners
• NIC Partners will provide a Resource Team that specializes in the products and services
chosen for each engagement.Otherconsultant(s) may provide additional support and
expertiseforthe project as required.
• Supplyingthe NIC Partners projectteam with a displayable form of identification to be worn
at all times during on-site project activities if required.
• NIC Partners will provide customeraccesstoa portal forease of tracking open incidents
created by either party.These incidents will be governed by the Incident handling process of
NICPartners.
• As part of thisT&M agreement,NIC Partners will extend the service of basic system
monitoring for up to ten IP nodes.This service is limited to"up/down"monitoring and
alertingto the same.Alerting of nodes will be given to NIC partner's Managed Services
Department and one(1) e-mail address of the customer's choice.
Customer
• Customerwill ensurethat NIC Partners personnel will have access to customerfacilities
(Eithervia remote or physical access)forthe purposes of fact finding,investigation,and
issue containment.Additional access maybe required for any root cause analysis.
• N I CPartnerswi I I NOT be held responsible for any circumstances,delays and/orthird party
configurations outside this Engagement.
• Customer wiII provide firewall/proxy access for"up/down"monitoring to be effective IF
service is elected.NIC engineering resources will be afforded to customerto setup this free
service at no additional cost.
• Customerwill provide any on-site security credentials(IDCards,Hand Geometry Scanning
etc.)and/or remote authentication devices(Secure IDtokens,credentials etc.)so asto
expedite service.
• Customerwill provide clean,safe and professional work environmentto include useable
work areas, accessto computer equipment,facilities,work spaces(cube)and telephone as
required bytasks assigned to NIC Partners resource.
11981 Jack Benny Drive,Suite 103`Rancho Cucamonga,CA 91739'Phone:(909)919-2800 www.nicpartnersinc.com
Agreement No. 4545
ricll p Time and Material Agreement
City of El Segundo
Page 8 of 12
YCOMPLETION
NIC PartnerswiII notify customerwhen incidents have been deemed complete.NIC Partnerswill afford
customer right of quality to dispute any outstanding item(s).I n d oing so,customer shaII insure that the
proper personnel are scheduled to revieweach completed Service or Deliverable upon notification of
completion by NIC Partners.Customershall indicate its acceptance and closeout of Incidents)by
communicating to N IC Partners via e-mail,phone,orcustomer portal. Any incident communicated to
customeras being"ready for closure"will be deemed accepted ifCustomerfailsto respond to NIC
Partners afterfive(5) business days. If an incident is not completed forany reason,Customershall
provide written notification to NIC Partners via e-mail as to the dispute in detail. NIC Partners shall have
ten(10) days afterthe receipt of such notice to correct the error given it is within NIC Partners scope,
and within the context of this agreement.Such atime period to correct the error maybe extended by
mutual consent.
N ASSUMPTIONS
This Agreement and the pricing herein,are prepared based on the following key assumptions
("Assumptions").Any deviations from these Assumptions that arise duringthe projectshall 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 byCustomerto be performed outsidethe Business Dayshall be invoiced at
NIC Partners overtime rates.
• This Agreement does not include hardware,software or("Product") maintenance,which
must be purchased separately.
• NIC Partners,Inc.requires a lead-time of upto 14 days from acceptance of a Purchase Order
from Customerto 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.
11981 Jack Benny Drive,Suite 103`Rancho Cucamonga,CA 91739'Phone:(909)919-2800*www.nirpartnersine.com
Agreement No. 4545
ncV1111cpartriersTime and Material Agreement
City of El Segundo
Page 9 of 12
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 withoutthe expressed
written permission of the Customer management.Any data be Ion gingtothe Customer wiII be restricted
to those NICPartners, Inc.employees working on or with the assessment team.
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 i nfIuence any
other person ore ntity.Any reports that we may prepare will indicate that they are for Iimited
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&E") incurred in support of this Time and Material Agreement. T&E will be
invoiced separately and at actual cost. Customer shall provide an open Purchase Order forT&E
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 and T&E 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
Agreement No. 4545
Time and Material Agreement
City of El Segundo
Page 10 of 12
qSHIPPING
• Unless otherwise agreed, Customer will retain responsibility for shipping of any
product and its associated costs.
PURCHASE ORDER ISSUANCE I
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 $4,000.00. 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$4,000.
• Agreement start and termination dates.
• Bill-to address
Purchase Orders shall' 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 forservices are due when submitted. Interim bills may be submitted at periodic dates. If a
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*www.nicpartnersinc.com
Agreement No. 4545
ncnicpartriers 6
T ime and Material Agreement
City of El Segundo
Page 11 of 12
ACCEPTANCE
This agreement is made effective as of 11/01/2013 between NIC Partners, Inc. hereinafter
referred to as "NIC PARTNERS" and City of El Segundo, 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.
Authorized Customer—Print Name
Authorized Customer—Signature Date
NIC Partners,Inc.Representative-Print Name
NIC Partners,Inc.Representative—Signature Date
11981 Jack Benny Drive,Suite 103 x Rancho Cucamonga,CA 91739'Phone:(909)919-2800"www.nicpartnersinc.com
Agreement No. 4545
Time and Material Agreement
City of El Segundo
Page 12 of 12
STANDARD TERMS & CONDITIONS OF NETWORK SERVICES
PAYMENT TERMS: Invoices shall be submitted twice a month,normally on the final,and judgment may be entered upon itin accordance with applicable law in
first and fifteenth Bills are due and payable within 30 days of receipt.A late any court having jurisdiction thereof. Notice ofthe demand for arbitration shall
payment charge of i-1/d%per month(18%annually)may be applied toamounts be filed in writing with the other party and with the American Arbitration
outstanding ten days(10)days after the date of the statement. Association.The demandfor arbitration shall be made within a reasonable time
after theclaim,dispute,or other matter in question has arisen,but in no event
EQUIPMENT PAYMENT TERMS: Established accounts,Educational Institutions shall it be made after substantial completion of the project for which this
and Government Agencies are net 30 days.All others are payment iniull priorto Contract is awarded.
shipping.Customer agrees to pay finance charge on all over due balances
LIABILITY: NIC PARTNERS shall not, in any event be liable to customer for
INTEREST: If payment is not received by NIC PARTNERS within 30 calendar days incidental or consequential damages,including without limitation,lost business,
of the invoice date,the Customer shall pay as interest an additional charge of profit or unavailability ofall or part of the system.The pricing granted elsewhere
one-and-one-half(I S)percent(or the maximum allowable by law,whichever is in this agreement is based upon and is in partial consideration for this limitation
lower)of the PAST DUE amount per month.Payment thereafter shall first be on remedies.
applied to accrued interest and then to the unpaid principal,
WARRANTY (limited): NIC PARTNERS warrants the products Installed under this
TAXES: Prices shown may not Include all sales or other taxes imposed on the sale agreement against defects In material and workmanship from a period ofore,yearfr.rn
of goods and services.Taxes now or here after imposed upon sales or shipments project completion. NIC PARTNERS shall repair or replace defective product during the
shall be added to the purchase price Buyer agrees to reimburse Seller for any warranty period with new or like new part. Returned product becomes the property of
such tax or provide Seller with acceptable tax exemption. 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
COLLECTION COSTS: In the event legal action is necessary to enforce the not designed,sold,or intended to be used to detect,intercept,transmit or record oral
payment provisions of this Agreement,NIC PARTNERS shall be entitled to collect or other cummunications of any kind,NIC PARTNERS cannot control how the systern
from the Customer any judgment or settlement sums due,reasonable attorneys' and its components are used and, accordingly, NIC PARTNERS does not warrant or
fees, court costs and expenses incurred by NIC PARTNERS in connection represent,expressly or implicitly,that use of the software,licensed materials derived
therewith and, in addition,the reasonable value of NIC PARTNERS time and there from will comply and conform to the requirements of Federal,State and or Local
expenses spent in connection with such collection action,computed at NIC statutes,ordriancei,and laws,or that the use ofthe system will not violate the privacy
PARTNERS prevailing fee schedule and expense policies, rights of the third parties.You shall be solely responsible for using the system in full
compliance with applicable law and the rights of third persons Further,regardlessof
SUSPENSION OF SERVICES: If the Customer fails to make payments when due or any prior statements, representations,or course of dealings by any NIC PARTNERS
otherwise is in breach of this Agreement, NIC PARTNERS may suspend representatives,NIC PARTNERS does not warrant or represent,expressly or implicitly,
performanceof services uponfive(5)calendar days'notice to the Customer,NO
that the software, licensed materials, or use of any of the same will:result in the
PARTNERS shall have no liability whatsoever to the Customer for anycosts or prevention of crime or hostile enemy action, apprehension or conviction of any
damages as a resultofsuch suspension caused by any breach of this Agreement 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
by the Customer. damage to property due to the discharge at a firearm or other weapon;in all cases
detect and plot the location of all firearm discharges within the designated coverage
TERMINATION OF SERVICES: If the Customer fails to make payment to NIC area;the supplied network will remain in operation at all times or under all conditions
PARTNERS in accordance with the payment terms herein,this shall constitute a any and all warranties,express OF inipled,offluiess for high risk purposes requiring fail.
material breach of this Agreement and shall be cause for Termination by NIC safe performance are hereby expressly disclaimed. You and NIC PARTNERS each
PARTNERS. acknowledge and agree that the software,license materials,and the system are net
consumer goods,and are riot Intended for sale to or use by or for personal,family or
SET-OFFS,BACKCHARGES,DISCOUNTS: Payment ofinvofces isinno case subject household us.,
to unilateral discounting or set-offs by the customer,and payment is due
regardless of suspension or termination of this Agreement by either party. OWNERSHIP:NIC PARTNERS shall retain ownership of all materials supplied until
final payment for same is received, NIC PARTNERS may retrieve from the
RISK OF LOSS OR DAMAGE: NIC PARTNERS shall assumethe risk of loss of,or Customer's premises any material supplied where payment has not been
damage to equipment and materials purchased hereunder until they are tendered The Uniform Commercial Code of California shall govern this sale and
delivered to the customer's site,at which timethe customer assumes such risk. this order shall not be assignable, but shall bind the representative and
Risk Of loss/damageto the customer provided equipment shall rernain with the successors of the parties and their benefits
customer.
LIENS:Seller may file a lien within 90 days after furnishing labor,materials,or
INDEMNITY AND INSURANCE: Each party shall be responsible for and hold the services to a project as long as preliminary lien notice is sent to Buyer under the
other party harmless from any loss sustained by such party relating to death, provisions of the Construction Lien Law of the statewhere services are rendered.
bodily injury,or damage to tangible physical property which is caused by the The lien notice is no way intended to reflect the financial stability of the Buyer,
negligent acts or omissions of the party's agents or employees. NIC PARTNERS but simply advises the Buyer of Seller's rights to file the lien if required.
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 RETURNS:Credit may be allowed for goods returned with prior approval. A
Dollars($1,000,00000) deduction may be made from credits issued to cover the cost of handling and
restocking charges.
BOND:Costs of Performance and Payment bond is not included lf required,NIC
PARTNERS shall furnish Customer,in a form satisfactory to Customer,full and DELAYS:Seller is not responsible for delays in delivery or installation occasioned
duly executed Performance and Payment Bonds,underwritten by a surety or by acts of God or other circumstances over which the Seller has no control.
sureties satisfactory to the Customer,in the full amount of this Agreement. Cost
of such bonds to be paid directly by Customer. MISCELLANEOUS: This Agreement constitutes the entire understanding of the
parties with respect to the subject matter of this Agreement and merges all prior
ARBITRATION:All claims,disputes,and other matters in question arising out of, communications, representations, and agreements-This Agreement may be
or relating to,this Contractor the breach thereof,shall be decided byarbitration modified only by a written agreement signed by the parties, If any provision of
in accordance with the Construction Indus"Arbitration Rules of the American this Agreement is held to be unenforceable for any reason,such provision shall
Arbitration Association then obtaining unless the parties mutually agree be reformed only to the extent necessary to make it enforceable, This
otherwise. This agreement to arbitrate shall be specifically enforceable under Agreement shall be construed under the laws of the state where services are
the prevailing arbitration law, The award rendered by the arbitrators shall be rendered, excluding rules regarding conflicts of law.
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11981 Jack Benny Drive,Suite 103*Rancho Cucamonga,CA 91739*Phone:(909)919-2800*w w w.nicpartners inc.corn