CC 20161101 H Telephone System UpgradeRANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 11/01/2016
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA DESCRIPTION:
Consideration and possible action to upgrade the City's telephone system.
RECOMMENDED COUNCIL ACTION:
(1) Enter into an agreement with NIC Partners, Inc. for $95,714.97 to replace the
City's aging telephone system and handsets with a Cisco "Call Manager" system.
FISCAL IMPACT: $95,715
Amount Budgeted: $80,000
Additional Appropriation: $16,000 from Equipment Replacement Fund
Account Number(s): 681-2082-499-75-20-`;,
ORIGINATED BY: Dan Landon, IT Manager
REVIEWED BY: Gabriella Yap, Deputy City Manager-
APPROVED
anager-APPROVED BY: Doug Willmore, City Manager.•` �'�,`-`
ATTACHED SUPPORTING DOCUMENTS:
A. Agreement with NIC Partners, Inc. (page A-1)
BACKGROUND AND DISCUSSION:
The City's current telephone system, Microsoft "Lync" and Aastra handsets, are ready to
be replaced or upgraded, and the system has configuration limitations that are resulting
in service issues such as dropped calls, problems with call routing, identifying
responding departments and transferring. The Lync telephone system software is
several years out of date, and the Aastra handsets are out of warranty and began failing
regularly in 2015 and because they have been discontinued, we are purchasing
refurbished units. Budget was requested from the Equipment Replacement Fund for a
telephone system upgrade during the FY16-17 budgeting process.
The Lync system has several limitations. Lync does not have the market penetration of
many other telephone systems, so qualified support is more difficult to locate and is
more expensive than normal telephone system support. The Lync system has
configuration limitations, and a confusing telephone interface for end users which has
led to problems in transfers and dropped calls. Additionally, our Lync implementation
lacks functionality such as 911 address locating for park sites to assist emergency
responders, paging capabilities in case of emergency or to locate staff for customer
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service purposes, and system redundancy in case of hardware, power or software
failure.
A working team of Staff from Administration, Community Development, Public Works
and Recreation and Parks was formed to discuss the telephone system limitations, and
what features could be implemented that would result in providing better service to the
public, greater efficiencies for Staff and a more robust system. After discussions with
multiple industry experts, it was determined that Lync was not capable of addressing the
various issues that had been identified. Several other telephone systems were
discussed, and Cisco was selected in part because of their proven history as a leader in
the telephone marketplace, their capacity for configurability and superior support. In
addition, with Cisco, the City would not need to contract out with another vendor
specifically for telephony services as we have in the past because Prosum has
expertise in supporting this system.
Working directly with Cisco engineers, an RFP including a scope of work and bill of
materials was developed that addressed the needs identified by the working group. A
formal RFP was released on August 10, 2016, advertised on the website, posted on
local bid posting sites, and sent directly to five (5) local Los Angeles -area Cisco
partners. Two (2) additional implementers eventually showed an interest, and three (3)
proposals were received by the September 1, 2016, closing date.
Members of the evaluation team scored all proposals based upon four factors outlined
in the RFP: price; experience in performing this type of service and references; scope of
work and timeline; and professionalism and understanding of the project. The average
evaluation scores (on a scale of 1 — 40), along with the cost of the proposals, are listed
below:
The evaluation team felt that the combination of NIC Partners' price, combined with the
similar project experience, references, understanding of the project, detailed scope of
work, and qualifications of staff that would be assigned to work on this project, was
clearly superior and was unanimously selected as the preferred implementation vendor.
The resulting system is expected to provide the City with benefits including:
Replacement of an aging system and handsets with modern and reliable
equipment;
More configurable system allows for calls to be routed to the correct person more
quickly;
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NIC Partners
Proposal 2
Proposal 3
Average score
32.2
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16.8
Implementation Cost
$90,252
($4,011 tax included)
$132,770
($4,665 tax included)
$88,806
($4,095 tax included)
Annual Smartnet
$5,463
$6,079
$4,656
Total Implementation
$95,715
$138,849
$93,462
The evaluation team felt that the combination of NIC Partners' price, combined with the
similar project experience, references, understanding of the project, detailed scope of
work, and qualifications of staff that would be assigned to work on this project, was
clearly superior and was unanimously selected as the preferred implementation vendor.
The resulting system is expected to provide the City with benefits including:
Replacement of an aging system and handsets with modern and reliable
equipment;
More configurable system allows for calls to be routed to the correct person more
quickly;
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• A simpler interface and buttons to make transfers simpler and less likely that
calls are dropped when Staff are busy with multiple calls;
• E911 services insure that emergency responders locate the correct address
when responding to remote locations;
• Redundant hardware separate from the City's virtual server cluster, making for a
more dependable system;
• Paging functionality to provide better customer service and for emergency
situations; and,
• A more widely used system making equipment and ongoing support easily
available and less costly.
Ongoing Cisco support, known as "Smartnet," provides for same- or next -day support
direct from the manufacturer for both hardware and software, which our current vendor
does not provide. The annual Smartnet cost is approximately $6,000, but there are
approximately $5,000 in annual savings resulting from a combination of discontinuing
the annual Lync system licensing and several park site telephone lines that can be
terminated as a result of the new Cisco system implementation.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council's consideration:
1. Direct staff not to upgrade the telephone system.
2. Take other action, as directed.
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AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
NIC PARTNERS, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered
into this 18th day of October, 2016 by and between the City of Rancho Palos Verdes, a California municipal
corporation ("City") and NIC Partners, Inc. ("Consultant"). City and Consultant are sometimes hereinafter
individually referred to as "Parry" and hereinafter collectively referred to as the "Parties".
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the services
defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those
services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter
into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms of that
performance be as particularly defined and described herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties
and contained herein and other consideration, the value and adequacy of which are hereby acknowledged,
the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide those
services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by
this reference, which may be referred to herein as the "services" or "work" hereunder. As a material
inducement to the City entering into this Agreement, Consultant represents and warrants that it has the
qualifications, experience, and facilities necessary to properly perform the services required under this
Agreement in a thorough, competent, and professional manner, and is experienced in performing the work
and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it shall
follow the highest professional standards in performing the work and services required hereunder and that
all materials will be both of good quality as well as fit for the purpose intended. For purposes of this
Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized
by one or more first-class firms performing similar work under similar circumstances.
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1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in
accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal,
State or local governmental entity having jurisdiction in effect at the time service is rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be
required by law for the performance of the services required by this Agreement. Consultant shall have the
sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may
be imposed by law and arise from or are necessary for the Consultant's performance of the services required
by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents
of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against
City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated
and considered the scope of services to be performed, (ii) has carefully considered how the services should
be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance
of the services under this Agreement. If the services involve work upon any site, Consultant warrants that
Consultant has or will investigate the site and is or will be fully acquainted with the conditions there
existing, prior to commencement of services hereunder. Should the Consultant discover any latent or
unknown conditions, which will materially affect the performance of the services hereunder, Consultant
shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written
instructions are received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish
continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or
other components thereof to prevent losses or damages, and shall be responsible for all such damages, to
persons or property, until acceptance of the work by City, except such losses or damages as may be caused
by City's own negligence.
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations under
this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents
and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless
hereafter specified, neither party shall be responsible for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without invalidating
this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by
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altering, adding to or deducting from said work. No such extra work may be undertaken unless a written
order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the
Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which
said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up
to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to
one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken
either separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope
of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant
to the Scope of Services may be more costly or time consuming than Consultant anticipates and that
Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute
discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or
time for performance shall be valid unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set
forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein by this
reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this
Agreement, the provisions of Exhibit `B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts
specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this
reference. The total compensation, including reimbursement for actual expenses, shall not exceed
Ninety-five thousand, seven -hundred fourteen dollars and ninety-seven cents ($ 95,714.97) (the
"Contract Sum"), unless additional compensation is approved pursuant to Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment
in accordance with specified tasks or the percentage of completion of the services, less contract retention;
(iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract
retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be
specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for reproduction
costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual
subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the
Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project
meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City
is a critical component of the services. If Consultant is required to attend additional meetings to facilitate
such coordination, Consultant shall not be entitled to any additional compensation for attending said
meetings.
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2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and
expenses incurred during the preceding month in a form approved by City's Director of Finance. By
submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all
provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub- contractor
contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice
City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine whether the
work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as
to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as
provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45)
days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and
agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within
this time period. In the event any charges or expenses are disputed by City, the original invoice shall be
returned by City to Consultant for correction and resubmission. Review and payment by City for any
invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein
or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to
waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice
to proceed and shall perform all services within the time period(s) established in the "Schedule of
Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by
the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved
in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the services
rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes
beyond the control and without the fault or negligence of the Consultant, including, but not restricted to,
acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics,
quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental
agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay
notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the
facts and the extent of delay, and extend the time for performing the services for the period of the enforced
delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no
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event shall Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to
this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall
continue in full force and effect until completion of the services but not exceeding one (1) years from the
date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the principals
and representatives of Consultant authorized to act in its behalf with respect to the work specified herein
and make all decisions in connection therewith:
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing
principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing
principals shall be responsible during the term of this Agreement for directing all activities of Consultant
and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant,
and any authorized agents, shall at all times be under the exclusive direction and control of the Principals.
For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities
be substantially reduced by Consultant without the express written approval of City. Additionally,
Consultant shall utilize only competent personnel to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff
and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall
notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services
required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or
liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is
expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant
shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees,
or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of
Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other
benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim
Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Dan Landon, IT Manager or such person as may be designated by the
City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed
of the progress of the performance of the services and the Consultant shall refer any decisions which must
be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if
specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to
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carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or means
by which Consultant, its agents or employees, perform the services required herein, except as otherwise set
forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's
employees, servants, representatives or agents, or in fixing their number, compensation or hours of service.
Consultant shall perform all services required herein as an independent contractor of City and shall remain
at all times as to City a wholly independent contractor with only such obligations as are consistent with
that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees
are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a
partner of Consultant in its business or otherwise or a joint venture or a member of any joint enterprise with
Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and employees
were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not
contract with any other entity to perform in whole or in part the services required hereunder without the
express written approval of the City. In addition, neither this Agreement nor any interest herein may be
transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether
for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted
hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty
five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account
on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding,
this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant
of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and content
satisfactory to City, during the entire term of this Agreement including any extension thereof, the following
policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for
bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less
than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit
shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance
in such amount as will fully comply with the laws of the State of California and which shall indemnify,
insure and provide legal defense for the Consultant against any loss, claim or damage arising from any
injuries or occupational diseases occurring to any worker employed by or any persons retained by the
Consultant in the course of carrying out the work or services contemplated in this Agreement.
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(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on
a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy
shall include coverage for owned, non -owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage
for contractual liability. The professional liability insurance required by this Agreement must be endorsed
to be applicable to claims based upon, arising out of or related to services performed under this Agreement.
The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's
services or the termination of this Agreement. During this additional 5 -year period, Consultant shall
annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each subcontractor. All
coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the
Special Requirements in Exhibit `B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its elected
and appointed officers, employees and agents as additional insureds and any insurance maintained by City
or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance.
The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the
City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must
specify that where the primary insured does not satisfy the self-insured retention, any additional insured
may satisfy the self-insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or cancelled
by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail
return receipt requested to the City. In the event any of said policies of insurance are cancelled, the
Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with
Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has provided the
City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the
City. City reserves the right to inspect complete, certified copies of and endorsements to all required
insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies
including breaches or warranties shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate endorsement)
and shall conform to the following "cancellation" notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -
DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN.
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[to be initialed]
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and
volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant
performs; products and completed operations of Consultant; premises owned, occupied or used by
Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain
no special limitations on the scope of protection afforded to City, and their respective elected and appointed
officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At the option
of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects
City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant
shall procure a bond guaranteeing payment of losses and related investigations, claim administration,
defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be
construed as limiting in any way the extent to which the Consultant may be held responsible for the payment
of damages to any persons or property resulting from the Consultant's activities or the activities of any
person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's
indemnification liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of
this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor
to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section
5. 1, and such certificates and endorsements shall be provided to City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the
City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and
each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory
claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities
whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person,
firm or entity arising out of or in connection with the negligent performance of the work, operations or
activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any
individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent
performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred
in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers,
agents or employees for any such claims or liabilities arising out of or in connection with the negligent
performance of or failure to perform such work, operations or activities of Consultant hereunder; and
Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
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(c) In the event the City, its officers, agents or employees is made a party to any action
or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in
connection with the negligent performance of or failure to perform the work, operation or activities of
Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all
costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding,
including but not limited to, legal costs and attorneys' fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to
do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to
monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims
or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct
of Consultant in the performance of professional services hereunder. The provisions of this Section do not
apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but,
to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's
negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity
obligation shall be binding on successors and assigns of Consultant and shall survive termination of this
Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to
do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key
Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better,
unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique
circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager
determines that the work or services to be performed under this Agreement creates an increased or decreased
risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be
changed accordingly upon receipt of written notice from the Risk Manager.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements
charged to City and services performed hereunder (the "books and records"), as shall be necessary to
perform the services required by this Agreement and enable the Contract Officer to evaluate the
performance of such services. Any and all such documents shall be maintained in accordance with generally
accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and
free access to such books and records at all times during normal business hours of City, including the right
to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained
for a period of three (3) years following completion of the services hereunder, and the City shall have access
to such records in the event any audit is required. In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by Consultant's
successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in
providing access to the books and records if a public records request is made and disclosure is required by
law including but not limited to the California Public Records Act.
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6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports concerning
the performance of the services required by this Agreement as the Contract Officer shall require. Consultant
hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed
pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any
facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the
work or services contemplated herein or, if Consultant is providing design services, the cost of the project
being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique
or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer
files, reports, records, documents and other materials (the "documents and materials") prepared by
Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the
property of City and shall be delivered to City upon request of the Contract Officer or upon the termination
of this Agreement, and Consultant shall have no claim for further employment or additional compensation
as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents
and materials hereunder. Any use, reuse or assignment of such completed documents for other projects
and/or use of uncompleted documents without specific written authorization by the Consultant will be at
the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not
extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use.
Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant fails to
secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover,
Consultant with respect to any documents and materials that may qualify as "works made for hire" as
defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for
the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the public
domain or already known to Consultant. Consultant shall not release or disclose any such information or
work product to persons or entities other than City without prior written authorization from the Contract
Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City Attorney,
voluntarily provide documents, declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning the work performed under this Agreement. Response to a
subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such
court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City shall have
the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including
attorney's fees, caused by or incurred as a result of Consultant's conduct.
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(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery request, court
order or subpoena from any party regarding this Agreement and the work performed there under. City
retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or
similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity
to review any response to discovery requests provided by Consultant. However, this right to review any
such response does not imply or mean the right by City to control, direct, or rewrite said response.
FR4114Y[00*MNO11M ZQ1DIUIBiel 001 .T"q4lmmi;MII12171M:D1SOIME%YMei
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to performance
of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute,
claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of
the County of Los Angeles, State of California, or any other appropriate court in such county, and
Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such
action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District
of California, in the County of Los Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall not have
any obligation or duty to continue compensating Consultant for any work performed after the date of
default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The
notice shall include the timeframe in which Consultant may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During
the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default
is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect
to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the
default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on
the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of
the City's legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or
not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or
which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and
(ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in
performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim
is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness
shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due,
without liability for interest because of such withholding, an amount sufficient to cover such claim. The
failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
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7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall
not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the
provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any
subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or
services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay
or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair
such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or any other provision of this
Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,
the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such
rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in equity,
to cure, correct or remedy any default, to recover damages for any default, to compel specific performance
of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with
the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a
statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a
legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided in the
following Section for termination for cause. The City reserves the right to terminate this Contract at any
time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where
termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract
at any time, with or without cause, upon sixty (60) days' written notice to City, except that where
termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant
may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services
hereunder except such as may be specifically approved by the Contract Officer. Except where the
Consultant has initiated termination, the Consultant shall be entitled to compensation for all services
rendered prior to the effective date of the notice of termination and for any services authorized by the
Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved
by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the work
product actually produced hereunder. In the event of termination without cause pursuant to this Section, the
terminating party need not provide the non -terminating party with the opportunity to cure pursuant to
Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and
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prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent
that the total cost for completion of the services required hereunder exceeds the compensation herein
stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may
withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed
the City as previously stated.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any action or
proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding,
in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to
reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a
party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,
taking depositions and discovery and all other necessary costs the court allows which are incurred in such
litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be
enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any successor in
interest, in the event of any default or breach by the City or for any amount which may become due to the
Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any
interest, directly or indirectly, which would conflict in any manner with the interests of City or which would
in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants
that in the performance of this Agreement, no person having any such interest shall be employed by it as an
officer, employee, agent or subcontractor without the express written consent of the Contract Officer.
Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest
with the interests of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this
Agreement nor shall any such officer or employee participate in any decision relating to the Agreement
which affects her/his financial interest or the financial interest of any corporation, partnership or association
in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The
Consultant warrants that it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming
under or through them, that there shall be no discrimination against or segregation of, any person or group
of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national
origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take
affirmative action to insure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national
origin, ancestry or other protected class.
8.4 Unauthorized Aliens.
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Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith,
shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized
aliens for the performance of work and/or services covered by this Agreement, and should any liability or
sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall
reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs,
including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party desires
or is required to give to the other party or any other person shall be in writing and either served personally
or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the
Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd.,
California 90275 and in the case of the Consultant, to the person(s) at the address designated on the
execution page of this Agreement. Either party may change its address by notifying the other party of the
change of address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language
used and shall not be construed for or against either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression
of the understanding of the parties. It is understood that there are no oral agreements between the parties
hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be
used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid
unless made in writing and approved by the Consultant and by the City Council. The parties agree that this
requirement for written modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a
court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as
severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision
is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
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9.6 Warranty & Representation of Non -Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this
Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this
Agreement which may affect his/her financial interest or the financial interest of any corporation,
partnership, or association in which (s)he is directly or indirectly interested, or in violation of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of
any State or municipal statute or regulation. The determination of "financial interest" shall be consistent
with State law and shall not include interests found to be "remote" or "noninterests" pursuant to
Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given,
and will not pay or give, to any third party including, but not limited to, any City official, officer, or
employee, any money, consideration, or other thing of value as a result or consequence of obtaining or
being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in
any act(s), omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third parry including, but not limited to, any City official,
officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant
is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment
of money, consideration, or other thing of value will render this Agreement void and of no force or effect.
Consultant's Authorized Initials
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is
duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf
of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement
to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first -above written.
F.1%0 0M1
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Ken Dyda, Mayor
CONSULTANT:
By: Name:
Title:
Address:
By: Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature
required from each of the following groups: 1) Chairman of the Board, President or any Vice
President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant
Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE
BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2015 before me, , personally appeared , proved to me on the basis of
satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/289036.3
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2015 before me, , personally appeared , proved to me on the basis of
satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
•
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
F1
PARTNER(S) r] LIMITED
R GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
•
SCOPE OF WORK
Consultant (NIC Partners), will perform installation and configuration of all components required
to replace the City's Microsoft "Lync" telephone and unified communications system with a new
Cisco telephone and unified communication system as described herein. The Cisco telephone
system will include a Cisco BE6000H server with redundancy that includes Cisco Voice over IP,
Unified Communications, Email messaging integration, Jabber, Instant Messaging, Paging,
Reception, Prime Provisioning, Emergency Responder (E911), Attendant Console, Voice
Gateway and components required to enhance telephone system functionality as described
herein.
Phase 1: Project Planning and Design Objectives & Scope
1) NIC Partners Project Management will work with the City to plan and design
the required management type components to successfully implement the
proposed solution(s). NIC Partners will include the following:
a) High-level project schedule
b) Develop the project phase and or milestone sign -off forms
c) Develop the project equipment transmittal form requirements
2) NIC Partners Project Management will work with the City to plan and
design for the physical component requirements to successfully implement
the proposed solution(s). NIC Partners will include the following:
a) City site and or location staging requirements
b) Review the physical locations and options for power and network connectivity
c) Identify and determine of method of access for project teams and staff to project sites
3) NIC Partners Project Management will work with the City to plan and design
for the logical component requirements to successfully implement the
proposed solution(s). NIC Partners will plan for the following:
a) Equipment Information Sheet requirements (EIS)
i) Asset tag requirements
ii) Special labeling requirements
b) Design requirements
c) IP and Naming convention requirements
d) Security access plans (usernames, passwords, ACS integration, etc.)
e) Quality of Service requirements (QoS)
f) Backup systems and or policies
4) NIC Partners Project Management will work with the City to plan and
design for the testing component requirements to successfully implement
the proposed solution(s). NIC Partners will include the following for NIC
Partners provided equipment:
a) Physical and logical testing plan
b) Testing and site completion plan documents
c) City specific application testing, if specified in this SOW Project Specifications
Deliverables
Items outlined in the "Objectives & Scope" section above
a) Project Management documents
i) Project Schedules
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b) Physical Planning and Design documents
i) Sample site survey reports
ii) Badges and or key requirements
c) Logical Planning and Design documents
i) EIS sample document
ii) Visio planned designs (one high-level page for new networkdesigns)
iii) IP and Naming convention sample document
iv) Dial Plans sample document
v) Obtain any required asset tags
vi) Sample labels
d) Testing Plans
i) Testing plan and site completion sign form
e) Signed Notification of Completion of Phase 1 — At successful completion
of Project Planning for equipment and configurations as described in the
CISCO Telephone System Upgrade RFP and Subsequent NIC Partners
Proposal
Phase 2: Project Implementation, Testing and Cutovers
Objectives & Scope
1) This section should include project and or site specific information to deploy the equipment
to and
in the City's site and network along with testing and sign -off documents.
a) Oversight of NIC Partners Engineering Deployment Procedures
b) City -specific requirements as outlined in the Planning and Design phase above
c) Time and location for delivery of equipment, along with City -
required signatures and approvals
d) Install and test all equipment per NIC Partners testing plan and project
or site specific testing plan as developed in the Planning and Design
phase
2) Project and/or site specific cut -over requirements as outlined from the
Planning and Design phase
Deliverables
1) Signed equipment transmittal(s)
2) Signed project testing and sign off form
3) Signed City retired equipment form, if required
4) Signed Notification of Completion of Phase 2 — At successful completion of
Phase 2 based on implementation of equipment and software as described in
the CISCO Telephone System Upgrade RFP and Subsequent NIC Partners
Proposal
Phase 3: Project Documentation and Closeout Deliverables
1) Completed Equipment Information Sheets (EIS)
a) Make, model, IP address, MAC address, access (ID, password), and required
information
b) Physical design documentation; NIC Partners will provide electronic 2D
drawings for server equipment cabling and logical software
c) NIC Partners can create a new CAD drawing, at additional costs to the project
2) NIC Partners will provide the City with only basic configurations in printed
and electronic format.
a) NIC Partners to provide templates and access to how-to user guides,
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training guides and the like
b) Provide all required maintenance and warranty information
c) Provide documentation of all configurations as specified in the CISCO
Telephone System Upgrade RFP and NIC Partners Proposal
3) Signed Notification of Completion of Phase 3 — At successful completion of
the project as described in the CISCO Telephone System Upgrade RFP and
Subsequent NIC Partners Proposal
Assumptions and Exclusions
1. Provide approved purchase orders in a timely manner, to ensure that
hardware and software (if required) will be obtained before the
commencement of any phase where needed.
2. Appoint a lead technical resource that will be the point of contact for all technical
questions.
3. Meet with NIC Partners Engineer to provide adequate input into the design requirements.
4. Ensure that adequate physical access to project locations (rooms,
equipment, and wall jacks) be afforded to NIC Partners personnel such that
they can complete the integration and design work in a timely manner.
5. Provide security clearance and access to facilities, as required. This
includes badges, passwords, access cards, parking privileges. This
includes access to PCs and desktop systems.
6. Ensure City provided wiring is in place and functioning per manufacturer specifications.
7. City is responsible for all cabling and cross connecting of wires needed
to complete any of the project tasks for PCs and servers.
8. Provide patch cords for all newly installed equipment, if applicable (if not
purchased with the new equipment). IP Phones come with a single patch
cord out of the box.
9. Configuration outside of the requirements for the product being installed
will not be performed. NIC Partners and the City must agree jointly on a
configuration change and document that change as a Change Order to the
project.
10. Provide the necessary power and access to power sources for all equipment being
installed.
11. If City -provided racks/enclosures are used, sufficient space must be
afforded to fit new equipment. If the new equipment will not fit in existing
racks/enclosures, a change order will be issued by NIC Partners, which
may potentially result in additional labor and/or cost.
12. Provide adequate cooling for newly installed equipment (not included in statement of
work).
13. Perform any configuration necessary on all end-users' personal
computers. NIC Partners is not responsible for software conflicts
caused by standard installation of City software.
14. Ensure accuracy of data/information supplied to NIC Partners.
15. Provide NIC Partners Engineers with appropriate extensions, specific
codes and zone information for voice projects.
16. Provide a complete list of any required usernames and logon IDs, where needed.
17. Assist in testing on any required integrated systems.
18. City is responsible for all system backups upon project completion.
19. City will provide adequate training facilities, if applicable.
20. City understands that training on any NIC Partners -installed hardware
or software is not provided unless specifically written in Project
A-21
Specifications section of this SOW.
21. City understands that change orders issued after project commencement
will be evaluated for impact to the project, and may result in the need for
additional time and cost.
A-22
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Section 2.2 Method of Compensation.
Omit the wording "(i) a lump sum payment upon completion"
Section 2.4 Invoices.
Omit the wording "City will use its best efforts to cause Consultant to be
paid within forty-five (45) days of receipt of Consultant's correct and
undisputed invoice; however, Consultant acknowledges and agrees that due
to City warrant run procedures, the City cannot guarantee that payment will
occur within this time period."
Section 2.4 Invoices.
Add the wording "City will pay the Consultant within thirty (30) days of
receipt of the Consultant's correct and undisputed invoice."
A-23
SCHEDULE OF COMPENSATION
25% of material and labor as outlined in Appendix B due at Contract Execution
25% of material and labor as outlined in Appendix B due at City's approval of satisfactory completion
of Phase 1
25% of material and labor as outlined in Appendix B due at City's approval of satisfactory completion
of Phase 2
25% of material and labor as outlined in Appendix B due at City's approval of satisfactory completion
of Phase 3 (completion of project)
A-24
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Phase 1: Project Planning and Design - To begin within 60 days of the execution date of this
agreement and complete within 60 days of the start of Phase 1
Phase 2: Project Implementation, Cutovers and Testing — To begin immediately following the
completion of Phase 1 and complete within 60 days of the start of Phase 2
Phase 3: Project Documentation and Closeout — To begin immediately following the
completion of Phase 2 and complete within 60 days of the start of Phase 3
A-25
Appendix B - Cisco Telephone System Implementation Pricing
Notes
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
2 Month Scrvicc Duration
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
12 Month Service Duration
2 Month Service Duration
2 Month Service Duration
A-26
Appendix B - Cisco Telephone System Implementation Pricing Worksheet
ORIGINAL BID
*note that this quote is for comparison purposes, final purchased items and quantities may vary slightly depending on needs
a na lysis
Part Number W
Description
Qty
Price Each
Extender)
Annual Support
7821 IP Phone
CP -7821-K9=
Cisco UC Phone 7821
25
$114.75
$2,868.75
CON-SNT-CP7821K9
SNTC-8X5XNBD Cisco UC Phone 7821
25
$0.00
$175.00
8841 IT Phone
CP -8841-K9=
Cisco IP Phone 8841
40
$222.75
$8,910.00
C0N-SNT-CP8841K9
SNTC-8X5XNBD Cisco UC Phone 8841
40
$0.00_
$476.00
8851 IP Phone
CP -8851-K9=
Cisco IP Phone 8851
40
$267.75
$10,710.00
C0N-SNT-CP8851K9
SNTC-8X5XNBD Cisco UC Phone 8851
40
$0.00
$560.00
8821 IT Phone
CP -8821 -K9 -BUN
Cisco Unified Wireless IP Phone 8821, World Mode Bundle
1
$398.25
$398.25
CON-SNT-CP88K9BN
SNTC-8X5XNBD Cisco Unified Wirele
1
$0.00
$67.86
8821 IP Phone
CP -PWA -8821 -NA
Cisco 8821 Power Supply for North America
1
$0.00
$0.00
CP -BATT -8821
Cisco 8821 Battery, Extended
1
$0.00
$0.00
8800 Expansion Mod
CP-BEKEM=
Cisco IP Phone 8800 Key Expansion Module
10
$220.50
$2,205.00
CON-SNT-CPBEKEM
SNTC-8X5XNBD Cisco IP Phone 8800 Key Expansion Module
10
$0.0o
570.00
CP -PWA -CUBE -4=
IP Phone power transformer for the 89/9900 phone series
1
$29.25
$29.25
CP -PWA -CORD -NA=
Power Cord, North America
1
$4.50
$4.50_
BE6000H Servers
BE6H-M4-K9=
Cisco Business Edition 6000H Svr (M4), Export Restricted SW
2
$8,320.00
$16,640.00
CON-SNT-BE6HM4K9
SNTC-8X5XNBD Cisco Business Edition 6000H Server, Exp
2
$0.00
5441.110
CAB-N5K6A-NA
Power Cord, 200/240V 6A North America
4
$0.00
$0.00
BE6K-SW-10X1 IX -K9
Cisco Business Edition 6000 - Software App Version 10.X 1 LX
2
$0.00
$0.00
VMW-VS6-HYPPLS-K9
Embedded License, Cisco UC Virt. Hypervisor Plus 6.x (2-cpu)
2
$0.00
$0.00
CIT-A03-D300GA2
30OGB 6Gb SAS 10K RPM SFE HDD/hot plug/drive sled mounted
16
$0.00
$0.00
CIT-PSUI-770W
770W AC Hot -Plug Power Supply for IU C -Series Rack Server
4
$0.00
$0.00
CIT-MR-1X081RU-A
8GB DDR4-2133-MHz RDIMM/PC4-17000/singlemnk/x4/1.2v
12
$0.00
$0.00
CIT-CPU-E52630D
2.40 GHz E5-2630 v3/85W 8C/20MB Cache/DDR4 1866MHz
4
$0.00
$0.00
CIT-PCIE-IRJ45
Intel 1350 Quad Port 1Gb Adapter
2
$0.00
$0.00
R2XX-RAID5
Enable RAID 5 Setting
2
$0.00
$0.00
CIT-MRAID 12G
Cisco 12G SAS Modular Raid Controller
2
$0.00
$0.00
CIT-MRAIDI2G-1GB
Cisco 12Gbps SAS 1GB FBWC Cache module (Raid 0/1/5/6)
2
$0.00
$0.00
4321 Gateway
ISR4321-V/K9
Cisco ISR 4321 Bundle, w/UC License, CUBE -10
1
$1,392.75
$1,392.75
CON-SSSNT-ISR4321 V
SOLN SUPP 8X5XNBD Cisco ISR 4321 Bundle w/UC License CUBE-
1
$0.00
5373.10
SL-4320-IPB-K9
IP Base License for Cisco ISR 4320 Series
1
$0.00
$0.00
SL -4320 -UC -K9
Unified Communication License for Cisco ISR 4320 Series
1
$0.00
$0.00
PWR-4320-AC
AC Power Supply for Cisco ISR 4320
1
$0.00
$0.00
CAB -NONE
Eco friendly green option. No power cable will be shipped.
1
$0.00
$0.00
MEM -4320-4G
4G DRAM for Cisco ISR 4320 (Soldered on motherboard)
1
$0.00
$0.00
FL-CUBEE-5
Unified Border Element Enterprise License - 5 sessions
2
$0.00
$0.00
NIM -BLANK
Blank faceplate for NIM slot on Cisco ISR 4400
1
$0.00
$0.00
MEM-FLSH-4G
4G Flash Memory for Cisco ISR 4300 (Soldered on motherboard)
1
$0.00
$0.00_
SISR4300UK9-3135
Cisco ISR 4300 Series IOS XE Universal
I
$0.00
$0.00_
NIM-IMFT-TI/EI
I port Multiflex Trunk Voice/Clear-channel Data Tl/El Module
1
$643.50
$643.50
PVDM4-32
32 -channel DSP module
1
$765.00
$765.00
R-CBE6K-K9
Cisco Business Edition 6000 -Electronic SW Delivery -Top Level
1
$0.00
$0.00
CON-ECMU-RCBE6KK
SWSS UPGRADES Cisco Business Editi
1
$0.00
$0.00
BEGS -S W-11.0
Business Edition 6000S vi 1 export restricted software
1
$0.00
$0.00
BE6K-START-UWL35
BE 6000 - User License Starter Bundle with 35 UWL Licenses
1
$450.00
$450.00
BE6K-UWL-STD
Cisco Business Edition 6000 - Workspace License Standard
80
$130.00
$10,400.00
UCM
UCM-I IX-UWLSTD
BE6000 UCM v1 CUWL Standard User License
115
$0.00
$0.00
CON-ECMU-UCMI ISTD
SWSS UPGRADES BE6000 UCM v1 CUWL
115
$0.00
$3,139.50
UCXN-11 X-SCPORTS
BE6K - Unity Connection l lx - VM Speech Connect Ports
2
$0.00
$0.00
UCXN-I 1X-UWLSTD
BE6000 Unity Connection vl l CUWL Standard License
115
$0.00
$0.00
LIC-EXP-E-PAK
Expressway Series, Expressway -E PAK
1
$0.00
$0.00
LIC -EXP -GW
Enable GW Feature(H323-SIP)4
$0.00
$0.00
LIC -EXP -E
Enable Expressway -E Feature Set
2
$0.00
$0.00
_
LIC -EXP -TURN
Enable TURN Relay Option
2
$0.00
$0.00
LIC -EXP -AN
Enable Advanced Networking Option
2
$0.00
$0.00
LIC -S W -EXP -K9
License Key Software Encrypted
4
$0.00
$0.00
LIC -EXP -SERIES
Enable Expressway Series Feature Set
4
$0.00
$0.00
EXPWY-VE-C-K9
Cisco Expressway -C Server, Virtual Edition
2
$0.00
$0.00
LIC -EXP -DSK
Expressway Desktop Endpoint License
115
$0.00
$0.00
SW -EXP -8.X -K9
Software Image for Expressway with Encryption, Version X8
4
$0.00
$0.00
EXPWY-VE-E-K9
Cisco Expressway -E Server, Virtual Edition
2
$0.00
$0.00
_
BE6K-PAK
Cisco Business Edition 6000 - PAK - Single Fulfillment
1
$0.00
$0.00
BE6K-UXL-START
BE6K Starter Pack - Single Fulfillment Enforcement
1
$0.00
$0.00
Emergency Responder
R-EMRGNCY-RSPNDR
Emergency Responder Electronic Software Delivery
1
$0.00
$0.00
CON-ECMU-EMRGNCY
SWSS UPGRADES EMRGNCY RSPNDR
1
$0.00
$0.00
ER-NEW-OR-ADDON
Not an upgrade
1
$0.00
$0.00
ER11-USR-1
EMRGNCY RSPNDR USR LIC 1 PHN FOR NEW 11X SYSTEM
15
$9.00
$135.00
CON-ECMU-ER11 USR1
SWSS UPGRADES EMRGNCY RSPNDR USR LIC 1 PHN FOR NEW 11X
15
$0.00
$21.00
ER11.0-SW-K9
EMRGNCY RSPNDR 11.0 SW NEW
1
$0.00
$0.00
ER11-PAK
EMRGNCY RSPNDR 11.X PAK
1
$0.00
$0.00
Attendant Console
L-CUACIIX
Cisco Unified Attendant Consoles 11.x
1
$0.00
$0.00
CON-ECMU-LTCUAC_11
SWSS UPGRADES Cisco Unified Attendant Consoles 11.x
1
$0.00
$0.00
L-CUACIIX-STND
Cisco Unified Attendant Console Standard 11.x - 1 Lic
1
$447.75
$447.75
CON-ECMU-LCUACIND
SWSS UPGRADES Cisco Unified Attendant Console Standard
1
$0.00
$139.30
Leaning Credits
TRN-CLC-055
10 Learning Credits (contact Brandon Piotrowask - brpiotro@cisco.com)
- 10
$0.00
$0.00
Configuration and Services
Equipment, Licenses, and Software
$55,999.75
Sales Tax (9.00%)
$4,011.03
Professional Services
$30,241.43
Annual Support
$5,462.76
Total Proposal Costj
$95,714.97
Notes
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
2 Month Scrvicc Duration
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
2 Month Service Duration
12 Month Service Duration
2 Month Service Duration
2 Month Service Duration
A-26