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CITY OF RANCHO PALOS VERDES
9.19-2005
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1 CI5CO2611 XM 1MX06011L287 A RANCHO PALOS VERDES.CA 90275
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11 CP-7940G 75600 0G RANCHO PALOS VERDES.CA 90275
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SERVICE AGREEMENT
This Service Agreement it by end between Nexus IS,a Delaware corporation located F. Definitions: Maintenance or Support Sege: Service(s) purchased for the
at 27202 West Turnberry L ane,V4pnoia CA 91355(herein after referred to as"Nexus purpose of having Product(s)maintained in good working order.
IS").and City of Ratrito Palos Verdes (herein atter referred to as"Client").The 2.Coverage:
parties agree that the terns and conditions of this Agreement will govern the Client's A.Your level of SerVices ie deed by the Option(s)you have selected.Nexus IS will
purchase of Service coverage.,and no other terms and conditions shall apply, provide the Services and perforin the Nexus Responsibilities as described in the
applicable Nexus IS of Cisco Remote Operation Services,"Service Description."
SCHEDULES; B.You must extend coverage so all"like products,"meaning any equipment used in
❑A.Summary of Materi ala ,, the system that is of the same Make and model as the Productscovered,or is.a
Summary,Equipment Schedule Summary of Services Products•Covered functional equivalent to those Products. Any additions you make to Products instalied
at your location,or any additions electronically identified by Nexus IS while providing
SERVICE LEVEL; remote diagnostics and correcting actions shall he automatically added,along with a
Nexus IS SILVER Support Service for Cisco Solutions proportional increase in cost,to the Service coverage, "Like"products purchesed
El Cisco Ip Communications GOLD Support Service from a vendor/supplier other than Nexus IS Or its authorized agent("Third Party
❑Cisco IP Communications PLATINUM Support Service Products"),rust be added to your Service Agreement to ensure coverage. These
❑
cisco SCC Management Service products may require certification,which will be done at Nexus IS's then current rates`
❑Cisco ProWatch WAN/LAN Support Service C. From time to time, our Services may require the replant of parts or
Cisco ProWatch Secure Support Service coraponennt in your system, Those replacement parts or corrnpaacatx may be new,
used,or refurbished,provided that they petform according to original specifications.
TERM: Any parts or Products removed arel/or replaced will become the property of Nexus IS.
®One Year 3.Statement of Common Understandings:
❑ Years A. The Parties, acknowledge and understand that no one can guarantee the
Requested Start Date: uninterrupted,error free operation of the products or network for which Nexus IS is
providing Service(s),the absolute security of voice and data systems flom fraudulent
SERVICE FEE FOR TERM OF CONTRACT: intrusion or the unauthorized use or disclosure of proprietary information.or the
failures or quality degradations that can occur with public or private transmission
facilities, including in particular Telephony over Transmission Control
BILLING: Protocolliutemet protocol("TCP/IP")These compromises may become more acute if
❑Quarterly Client fails to follow Nexus IS's recommendations for configuration,operation and
lig Annually(billed in Advance) use of the Product.. Client is aware of the risks end trade-offs alaociated with different
❑Monthly(billed in Advance) transmission facilities,security systems and possible misuse of certain f es,and
Client freely assumes full responsibility for ensuring that its networks and systems are
1.The Agreement secured against unauthorized intrusion made. that its data is
N
A.This Agreement is between the Parties►�(Nexus IS and Client/You),who have sufficiently protected and, appropriate,back-up fit
es are indicated their willingness to abide by its,arms and conditions by signing below, B.If Client sequeats,Nexus IS will perform repair or other services not coVered by this
These Terms and Conditions will apply to Enhanced Warranty,Maintenance Service Agreement in accordance with the Option Client fres chosen.
and other related Services(together stated as"Services"). This Agreement is not valid. C.Client agrees to notify Nexus IS prior to moving,reconfiguring or integrating new
until Nexus IS has signed. Client authorizes Nexus IS to obtain a commercial credit equipment or software with any of the products or facilities that Nexus IS is servicing
report and agrees to provide additional financial and business information reasonably under this Agreement(a"Change"). The Parties recognize that additional Charges
requested by Nexus IS, In signing,the Parties agree that the Agreement has been may apply as a result of that Change,and that some Changes may make it impossible
amortised and is binding and will be in effect until terminated or cancelled as for Nanus IS to provide the.Secv'ice(s), IA in connection with Change,Client!(i)fails
provided below. to notify Nexus IS in advance.;(ii)refuses to pay the additional charges that Nexus IS
or tet has�vltin products
8,This is the reeks agreement between the Partin. None of the prior discussions or in good determines will be caused by the Cba (ii) g pr
agreements between the Parties,whether they were verbal Or in writing,will still be or a system on which Nexus IS can not in good lith perform the Services,Nexus IS
effective. Any changes to this Agreement have to be in writing. has the right to treat the Chang. as a eancellatio» by Client and recover the
C.This Agreement is specific to the Parties and circumstances it reflects. Except for Cancellation Pecs in Section 8.
the assignments listed below, the Parties agree that they will not assign this D.These Common Umudorstandings and the Patties allocation of risks arc reflected ill
Agreement without the other Party's consent. Both parties agree to be reasonable in the specific terms and limitations in this Agreement
evaluating a request for assignment Client agrees that Nexus IS may assign this E.Cuatomet Responsibilities: In performing the Services,Nexus IS may instruct the
Agreement to a present or flume parent company,an affiliate or successor,and rosy Client to perform certain tasks or checks relating to Client's network,Client shall,at
assign Its rights to receive payment from Client Nexus IS may also subcontract till its expense,perform all atacb checks and teats.Client will also provide Nexus IS.or its
or a pottion of the work required,but will remaindally responsible for the Services authorised representative, unable and free access to Client's netwotidng
equipment Client shall not be required to f mist specialized equipment o knew-how.
D.Initial p�Service Terms:The Initial Service Term will be for the number of months Client agrees to Pay Nexus IS•at Nexus iS's thea"c1rrem rates,plus any reasonable
stated on this Service Agreement and eel begin with the installation of the last item on actnal otu'of-pocket expenses, for any rework or additional work resulting from
the initial Service Agreement For subsequent Service Agreements for the same modification of dee Services requested by Client(and accepted by Nexus IS)or any act
service,the Service Term will end on the same date as the initial Service Agreement or omission of Client,including providing inaccurate information to NexUS IS.Nexus
for that Service.(1.e,the end date will be coterminous with the end of the Service Term IS shall seek Client's approval in advance of incurring such costs if it knows costs will
for existing Services).Upon expiration of the Service Term,Services will continue to be incurred as a result of such act or omission of Client,
be provided on the terms and conditions provided for herein until cancelled under 4.As its Maintenance Coverage,Nexus IS Will:
Section S below. A.Perform the Services in a workmanlike manner consistent with the teems of this
E.Renewal Term: AT THE EXPIRATION OF AN INTITAL TERM,TH U Agreement
AGREEMENT SHALL BE RENEWED AUTOMATICALLY FOR S.To Access the Maintenance Coverage,Client Will: that the locadoa
SUCCESSIVE ONE-'YEAR TERMS APPLYING THE THEN MOST SIS A.Provide accurate information on ffree acilities hazards and inthe condition that n
CURRENT GENERALLY AVAILABLE SUPPORT PLAN OFFERING FOR for any in the Service to be wide Nexus IS access to dee location where work is
THATis
PRODUCT AND THEN RATES GIVES THE OT�.R t1 EFFECT AT TIM specified performed(including remote access for diagnostic and corrective actions).
TIME OF ��W� UNLESS EITHER PARTY �,� and
PARTY WRITTEN NOTICE OF ITS INTENT NOT TO RENEW AT LEAST B.Make ail payments or problems with Nexus IS'
THIRTY(30)DAYS BEFORE THE EXPIRATION OF Arra INITIAL OR C. Promptly notify Nexus IS of anycomplaints
RENEWAL TERM. Neem IS can also notify you ninety-(90)days in advance of performance of the Services and allow Nexus IS a reasonable erne to cure any defects
the time of renewal that Service for specific Products covered wider this Agreement by providing the repsk/replacerne d services to which Nexus IS is committed.
will not be renewed.
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6.8lene; C.Client agree,'that Nexus IS can,if any payment is not received within thirty(30)
A. NEXUS IS' OBLIGATION WITH RESPECT TO WARRANTIES AND days of its due date,stop providing the Services,any work under this Agreement.or
CLIENT'S SOLE REMEDY IS LIMITED TO THE REMEDIES STATED IN terminate this Agreement as it sees ft. Upon termination under this clause,Client
SECTION 2 AND ME SERVICE DESCRIPTION. NEXUS IS DISCLAIMS ALL agrees to pay Nexus IS the Cancellation Charge. Client waives any right to claim
OTHER WARRANTIES,EXPRESS OR IMPLIED,RELATED TO THE PARTS damages for any less of profits,business Interruption,lets of Information or or/
AND SERVICES SUPPLIED UNDER THIS AGREEMENT,INCLUDING,BUT other direct,indirect,consequential,incidental or punitive damages that arise out
NOT LIMITED TO. FTTNSSS FOR. A PARTICULAR PURPOSE OR of or are in any way related to Nexus IS's exercise of its rights under this Section.
MERCHANTIBILITY. Client agrees to reimburse Nexus IS for any costs of collection,including reasonable
R Nexus IS is not responsible for,(I)Mures in the Services that result from abuse or attorney's fees.
misuse of the products being serviced;(2)Clients' failure to follow Nexus IS'or 9.Settlement of Dleputas:
manufacturers installation, operation, and maintenance instructions, including Any controversy or claim whether based an contract, tort, strict liability, fraud,
Client's failure to permit Nexus IS timely remote access to the products;or(3)any misrepresentation, Or any other legal theory, related directly or indirectly to this
modification made to the Products by anyone other than Nexus IS(including but not Agreement("Dispute')shall be resolved solely in accordance with the terms of this
limited to attaching other equipment or materiala to or loading computer software on Section 9.If a Dispute arises,the parties will attempt to resolve the Dispute through
the Products). good faith negotiation with regional,senior level management within fortyyfve(4$)
C.Force Majeure. Nexus IS will not be Liable to Client for any delays,failure in days of notification of the Dispute.Should such negotiations fail to settle any Dispute,
performance or damages due to fire,explosion,power failures,pest damage,lightning the parties agree to submit the Dispute to binding arbitration. The Federal Arbitration
or power surges, strikes or labor-disputa, water, acts of God, war (declared or Act,9 U.S.C., I et seq.,not state law,will govern the arbitr►bility of all claims.The
undeclared).terrorism,civil disturbances,acts of civil or military authorities or the laws of the State of California,without regard to any otherwise applicable choice or
public enemy,inability to setxire raw materials,transportation facilities,unauthorized conflict of laws provisions, will govern this Agreement The arbitration Shall be
use of the Products,or other causes beyond Nexus IS's control. administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.
7.Price end Payment The etbittation shell be conducted in a location to be mutually agreed upon by the
A,Client agrees to pay all invoices upon receipt Unless otherwise set forth in a parties, or in the event an agreement catulot be reached, in the location of the
Schedule, Client agrees to pay the monthly charges for the initial term and the respondent Either party may request from the arbitrator injunctive relief to maintain
ap/liable charges for any renewal term. Where it applies you may prnpay the all or the status quo until such time as the arbitration award is rendered or the Dispute is
part of the entire initial term. If you fail to pay invoices when due,Nexus IS has the otherwise resolved.The arbitrator shall not have authority to award punitive damsga.
right to withhold further Services until it is cured. These provisions are in addition to The arbitrator shall only have authority to award compensatory damage*and shall not
any rights Nexus IS has under any section of this Agreement, have die authority to award punitive. exemplary or any other nen-compensatory
B,Nexus IS will charge interest at a rate of 18%per year(or the maximum rate dames or any other form of relief except injunctive relief.The arbitrstor's decision
allowable by law,whichever is less),on any past due balances that are not paid within and award shall be final and binding,and judgment upon the award rendered by the
thirty(30)days from the date of the ia'voiCs. This Charge will dot apply to balances in arbitrator may be entered in any court having jurisdiction for the purpose of enforcing
dispute that are resolved in your favor. the arbitrator's decision.Each party shall bear its own expenses.The parades,their
C.Prices for Services added after the first Service Agreement will be at Nexus IS representatives.other participants and the arbitrator,if any shall bold the existence,
current list pricing.less applicable volume discounts,at the Service Agreement data; content and result of arbitration in confidence.My Dispute Client has against Nexus
however for the twelve month period following the first Service Agreement for a IS with respect to this Agreement must be brought within two(2)years after the
specific Service,the price for subsequent Services shall bet .lower of the current list discovery of damage or injury.To the extent not prohibited by law,the parties hereby
pricing or the price for the first accepted Service Agri anent At the end of the Service knowingly,voluntarily tied intentionally waive any right to trial by jury that either
Term of each Service Agreement,Nexus IS may adjust the pricing to the then-ounw►t party may have in any action or proceeding.in law or in equity.in connection with
this
Nexus IS list pricing.Nexus IS will make all reasonable eflbrts to commence Services Agreement If any party files a judicial or administrative action alerting claims
by the Customer Requested Date("CRD")as let forth in the Service Agreement, subject to arbitration,and the other parry successfblty stays such action and/or compels
Changes to the CRD by Client may result in a Charge in certain instances as described arbitration of said claims,the party filing such action shall pay the other party's costs
in the Service Description. and expenses incurred in seeking such stay and/or oompe11ing arbitration,including
6.Caneellationtfenstfnation reasonable attorneys'fess;provided,however,either party may apply to a court having
A.Once a Service Term has commenced for any Initial or Renewal Term,Client may jurisdiction thereof for the entry of injunctive relief to maintain the gams quo until
cancel coverage upon thirty(30)days written notice to Nexus IS. If Client notifies such time as the arbitration award is rendered or the controversy ie otherwise salved
Nexus IS of its intent to cancel during the first thirty-(30)days of any Initial or Or for en order requiring specific pertbemanCe of the obligations under this Agreement
Renewal Term.Client will only be responsible for the charges for the period of 10.Damage Limitations:
coverage up until the effective date of termination; this charge will include the NETTIER PARTY SHAD.. BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
standard applicable"One-Time Setup Fee"in the event this fee was waived. If the CONSEQUENTIAL,EXEMPLARY DAMAGES.ARISING FROM OR IN ANY
Cancellation occurs after the first thirty(30)days of any Initial or Renewal Term, WAY RELATED TO THIS AGREEMENT WHETHER ARISING UNDER A
Client agrees to pay a"Cancellation Charge"'equal to the monthly charges for twelve THEORY OP CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
(12)months or the time remaining on the Term then in puce,whichever is less, Client OTHERWISE,INCLUDING,WITHOUT HOUT LIMITATION,DAMAGES FOR.LOST
fimrtlner sprees that the Cancellation Charge is not a penalty,but is in lieu of the actual PROFITS,WHETHER OR NOT EFITER.PARTY WAS ADVISED ABOUT THE
damages that Nexus IS will incur,the precise amount of which rney be difficult to POSSIBILITY OF SUCH LOSS OR DAMAGE. EXCEPT FOR DAMAGES TO
determine, If Client has paid for the Services in advance,Nexus IS will deduct the REAL OR TANGIBLE PERSONAL PROPERTY OR FOR BODILY INJURY OR
charges due and refs d the balance. DEATH TO ANY PERSON FOR WHICH NEXUS IS'S SOLE NEGLIGENCE
B. If Nexus IS fails to perform its duties under this Agreement and that failure WAS THE CAUSE.IN NO EVENT,INCLUDING A FINDING OF PAILU 2 OF
continues for thirty(30)days after receipt of written notice from Client.Client may ESSENTIAL PURPOSE, SHALL NEXUS IS BE LIABLE POR DAMAGES
=eel this Agreement and will not have to pay the Cancellation Charge. GREATER THAN THE AMOUNTS RECEIVED FROM CLIENT UNDER THIS
AGREEMENT.
I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS ABOVE. Accepted Sy:
Cu war. City of Ran a Palos Verdes Nexus IS
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Dime(required)
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NEXUS IS CUSTOMER SERVICE INFORMATION
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teustonier CITY OF RANCHO PALOS VERDES
Meows IS AocoeMK Number 6856
cauea g•Start Date 21-Sep-05
Cow era go Earl Date 20-Sep-06
Coverage Level SILVER
Telephone! 14100-266-2003 -
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Q Cu ower Service SueLness Hoare Monday through MON iA Oane to C00jin
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= c m be readmit by tat Ing um 0-160-2003.YOU can saint to reach ea Or--Cal Two Member OR you can.slat le be trans/eaed to Ilk alter hour sup pal andb -
Alter tires support
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When you owed a mistence with service i ma m er move.,adds or changes,IRO can dther call or*mak the INecse a IS Customer Service oegmtbrw<tt
Once t be ticket is opened,Customs,Service will ailsnnpt to contract the engineers that installed the original network frust.In Ube eve ret those
indi vi dual.are net ow sable,the Whet win be.feted to the Hamm CS to lsesring Dep.rimed,who will have sewer to your network
lr1ddi nailer.If fee any macaal Ysu are net satisfied wilt the reapeese time,Ohara see the essadatioa indlviduahn
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