RPVCCA_SR_2010_07_06_07_Upgrade_of_Network_Phone_SystemCITY OF
MEMORANDUM
~
RANCHO PALOS VERDES
TO:
FROM:
DATE:
SUBJECT:
REVIEWED:
HONORABLE MAYOR &CITY COUNCIL MEMBERS ~
DENNIS McLEAN,DIRECTOR OF FINANCE &INFORMATION
TECHNOLOGY
JULY 6,2010
UPGRADE OF NETWORK PHONE SYSTEM
CAROLYN LEHR,CITY MANAGER 09--
RECOMMENDATION
Approve and authorize the City Manager to execute the attached Professional Services
Agreement with NexuslS regarding the upgrade of the City's Cisco VOIP network phone
system.
BACKGROUND AND DISCUSSION:
Current Cisco Phone System
The City implemented its current Cisco voice over Internet protocol ("VOIP")phone system
in 2002,after completing a competitive bid process that led to the approval of agreements
by the City Council on August 6,2002.During the installation in 2002,the core network
voice gateway switch and the call manager and voice messaging servers ("voice server
equipment")were installed in the Information Technology ("IT")server room at City Hall.
Both internal and external phone calls are routed between user's phone handsets and the
voice server equipment over the City IT network.
The Cisco VOIP phone system was acquired at a cost of about $80,000 with an expected
annual maintenance and support cost of about $17,000.The actual annual average
support cost has been about 50%less than expected.The 2002 implementation included
one (1)console used in the Reception area for call management during business hours,
eighty (80)desktop handsets,two (2)conference phones,as well as the voice server
equipment.The Cisco phone system is fully depreciated;therefore,the proposed upgrade,
as well as any future replacement,is fully funded in the City's Equipment Replacement
fund.
In 2006,the Point Vicente Interpretive Center ("PVIC")was connected to the Cisco VOIP
phone system using fiber optic cabling strung between City Hall and the Center.The
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UPGRADE OF NETWORK PHONE SYSTEM
July 6,2010
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connection of the Cisco VOIP phone system at PVIC has replaced the use ofVerizon land
lines,saving at least $6,000 annually,while providing connection to the City Hall network
as well.Staff and its IT advisor,Palos Verdes on the Net ("PVNET"),have recently
facilitated the installation of 1.5 MB T1 data line at Hesse Park that is expected to enable
connection of the Cisco VOIP phone system and the City Hall network to Hesse Park soon.
NexuslS -City's VOIP Phone System Provider
The Cisco VOIP phone system was acquired from and installed by NexuslS (formerly
known as Expanets),a Cisco "gold certified"reseller based in Valencia,California.
NexuslS has provided on-going maintenance,support and equipment warranty services
since implementation.With its eight year history working with City Staff and PVNET,
NexuslS has gained a valuable working knowledge of the City's IT network and the Cisco
VOIP phone system,including the network design and configuration,security and
connection configuration with service providers.More important to this upgrade,Nexus IS
participated in the implementation and subsequent support of the user call routing
configuration (Le.use ofthe Reception console for transferring calls received,and direct-in-
dial call routing,after-hour call routing for voice messaging,emergency analog line
configuration).Staff is satisfied with the services delivered by NexuslS.
Proposed Upgrade
The proposed upgrade focuses on the replacement of all of the voice server equipment
and the operating software,but not handsets.The Cisco voice server equipment has
reached end-of-Iife and will not be supported by Cisco in the future.Desktop handsets
continue to operate satisfactorily and are expected to be supported by Cisco for years to
come.If approved by the Council,NexuslS'implementation services will include software
installation onto all of the new Cisco voice server equipment prior to installation,
transferring all of the City's current Cisco VOIP phone system configurations,testing by
NexuslS engineers,as well as "go-live"support.
The proposed upgrade includes one significant design and operation improvement:a
redundant call manager server.In the event the primary call manager server becomes
disabled,the redundant (second)server would automatically assume call management
without interruption of calls.Although the current call manager has operated with little
down-time,the installation of a redundant server is consistent with "best practices"in the IT
field and has been recommended by Cisco and NexuslS engineers.
Staff's Informal Process
Staff and PVNET have made several inquiries and conducted meetings directly with Cisco
(the manufacturer)customer support and engineers professionals and several other local
Cisco resellers and have ascertained that service rates,the cost of the proposed upgrade
equipment and annual equipment warranties charges (described below)are the lowest
available from any Cisco reseller in southern California.Staff has been advised by Cisco
representatives that the product and warranty discounts provided by NexuslS are similarto
discounts provided for larger purchases.Staff and PVNET have been provided evidence
that the cost of the proposed upgrade equipment is less than the best available
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UPGRADE OF NETWORK PHONE SYSTEM
July 6,2010
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government contract pricing.
Request for City Council to Waive Bid Process·Section 2.44.030 of the Municipal
Code
The Proposed Upgrade (previously described above)is the first time that any upgrade
and/or modifications of Cisco VOIP phone system will reach the $25,000 cost threshold
that requires consideration of the use of a bid process in accordance with 2.44.030 of the
Municipal Code.However,Staff believes that the selection of NexuslS to perform the
Proposed Upgrade is in the City's best interest to ensure a seamless upgrade ofthe Cisco
VOIP phone system.Again,NexuslS was the IT contractor that implemented the VOIP
phone system,currently supports it and knows the technical configurations intimately.
Therefore,Staff requests that the City Council waive the requirements of 2.44.030 of the
Municipal Code.
Alternative·Bid Process
If the Council wishes,Staff could conduct a bid process of certified Cisco resellers in
southern California to perform the upgrade.Staff believes that no cost savings would be
derived.Staff also believes the City would incur additional time and cost to conduct a bid
process,as well as possibly educate a different Cisco reseller during the planning process
and monitor the upgrade through completion.
FISCAL IMPACT
Staff established a provision for about $60,000 in the FY09-10 budget in the Equipment
Replacement fund -Computers to pay for the proposed upgrade.Staff will request that
the Council carry over the appropriation to FY10-11 to pay for the upgrade.The IT
program within the FY10-11 General Fund operating budget can absorb the additional
incremental on-going cost of approximately $2,100 for the annual support and equipment
warranty cost for the new voice server equipment.A summary of the initial and annual cost
of the proposed upgrade follows:
Summary of Initial and Annual Cost of Proposed Upgrade:
Initial cost -equipment -NexuslS $45,400
Initial cost -PVNET professional sennces during implementation $2,350
TOTAL Initial cost $47,750
Annual additional incremental cost -support and equipment
warranty $2,100
Attachments:
Professional Services Agreement
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement")is made and
entered into this 6th day of July,2010,by and between the CITY OF RANCHO PALOS
VERDES hereinafter referred to as "CITY",and NexislS,Inc.hereafter referred to as
"CONSULTANT".
IN CONSIDERATION of the covenants hereinafter set forth,the parties hereto
mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as follows:
The upgrade of hardware and software as described in Quote 40134,
attached hereto as Attachment A and incorporated herein by this reference,onto the
CITY's Cisco voice over internet protocol phone system (the "Cisco VOIP phone system").
The new upgrade hardware and related software shall include,but not be limited to,
redundant Cisco Call Manager server equipment,Cisco Unity Voicemail server equipment
and Cisco voice gateway equipment.The services shall be performed in accordance with
Section 1.2 of this Agreement,as well as with the Implementation Plan as described in
Section 1.2(a)of this Agreement.
1.2 Description of Services
(a)Priorto delivery and installation of equipment and software,CITY and
CONSULTANT shall develop and agree to a written implementation plan that shall
hereafter be attached to and incorporated into this Agreement (the "Implementation Plan").
(b)CONSULTANT will install Cisco hardware and software described in
Attachment A onto the City's VOIP phone system in accordance with the Scope of
Professional Services,attached hereto as Attachment B and incorporated herein by this
reference,as well as the Implementation Plan.The installation will include,but not be
limited to,the following services:
(1)Software installation onto the Cisco hardware,testing,and if
requested,customer inspection at CONSULTANT'S installation lab;
(2)Installation of the Cisco hardware and software onto the CITY's
Cisco VOIP phone system;
(3)Upon completion of the installation,testing to assure
satisfactory operation,including,but not limited to,communication with all voice server
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equipment and handsets,call flow,multiple call handling,message waiting indicators,
greetings,call routing,messaging,call database,accounting,and features including,but
not limited to,"meet me,""park,""hold,""transfer"and "after-hours";
(4)Connection,testing and validation of internal and external voice
circuits and voice operations with all voice service providers;
(5)Conducting appropriate testing described in subsection (b)(4)of
this Section with CITY and mutually validating completion of installation and satisfactory
performance;and
(6)Conducting "go-live"cutover,testing after such cutover,
resolution of any outstanding issues with CITY,and validation of performance of the
system to CITY's reasonable satisfaction.
1.3 Schedule of Work
Upon execution of this Agreement,CONSULTANT shall perform services as
described in Section 1.2.CONSULTANT shall perform all services under this Agreement
in a timely manner consistent with industry standards for professional skill and care.Time
is of the essence in this agreement.
CONSULTANT shall not be responsible for delay,nor shall CONSULTANT
be responsible for damages or be in default or deemed to be in default by reason of
strikes,lockouts,accidents,or acts of God,or the failure of CITY to furnish timely
information orto approve or disapprove CONSULTANT'S work promptly,or delay or faulty
performance by CITY,other consultants/contractors,or governmental agencies,or any
other delays beyond CONSULTANT'S control or without CONSULTANT'S fault.
ARTICLE 2
COMPENSATION
2.1 Fee
(a)CITY agrees to compensate CONSULTANT in accordance with the
terms and conditions pursuant to Section 2.3 of this Agreement,but in any case,the total
compensation to be paid by CITY to CONSULTANT under this Agreement shall not exceed
$45,434.27.Any amount beyond the maximum total amount of $45,434.27 must be
approved by the City Council.
(b)CITY may request additional specified work under this Agreement.All
such work must be authorized in writing by the Director of Finance and Information
Technology prior to commencement.CITY shall pay for additional services in accordance
with Section 2.3 of this Agreement.
(c)CONSULTANTS invoices must be submitted within thirty (30)days of
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completion of seNices.
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
NexuslS
27202 West Turnberry Lane
Suite 100
Valencia,CA 91355
2.3 Terms of Compensation
(a)CITY shall advance fifty percent (50%)of the total cost detailed in
Attachment A upon execution of this Agreement.
(b)CITY shall advance an additional forty percent (40%)of the total cost
detailed in Attachment A upon delivery of Cisco equipment and software to the CITY's
premises in conjunction with its installation.
(c)CITY shall pay the balance of the total cost detailed in Attachment A
upon completion of the installation in accordance with the terms of this Agreement.
(d)Notwithstanding the provisions of Section 2.1 (a),CITY agrees to
authorize payment for all undisputed invoice amounts within thirty (30)days of receipt of
the invoice.CITY agrees to use its best efforts to notify CONSULTANT of any disputed
invoice amounts or claimed completion percentages within ten (10)days of the receipt of
each invoice.However,CITY's failure to timely notify CONSULTANT of a disputed amount
of claimed completion percentage shall not be deemed a waiver of CITY's right to
challenge such amount or percentage.
(e)Additionally,in the event CITY fails to pay any undisputed amounts
due CONSULTANT within thirty (30)days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10)working days advance written notice to CITY.
2.4 Additional SeNices
CITY may request in writing that CONSULTANT perform additional seNices
regarding this upgrade not covered by Attachment B,and CONSULTANT shall perform
such seNices and will be paid for such additional seNices in accordance with hourly rates
and time agreed to by CITY and CONSULTANT in writing and made a part of this
Agreement.
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2.5 Term of Agreement
This Agreement shall commence on the day it is executed and shall terminate
in accordance with the provisions of Article 4.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification
With respect to non-professional acts,CONSUL TANTwill defend,indemnify
and hold harmless CITY and its officials,officers,employees,agents and volunteers free
and harmless from all tort liability,including liability for claims,suits,actions,expenses or
costs of any kind,whether actual,alleged or threatened,actual attorneys'fees,experts'
fees,or court costs incurred by the CITY,to the extent arising out of or in any way
connected with,in whole or in part,the negligent or other wrongful acts,omissions or willful
misconduct of CONSULTANT or any of CONSULTANT's officers,agents,employees or
contractors in the performance of this Agreement.This includes but is not limited to claims,
suits and liabilities for bodily injury,death or property damage to any individual or entity,
including officers,agents,employees or contractors ofthe CONSULTANT.The provisions
of this paragraph shall not apply to claims to the extent arising out of the active negligence
or willful misconduct of the CITY and its officials,officers,employees,agents and
volunteers.
In addition to the foregoing,CONSULTANT shall indemnify,defend and hold
free and harmless the CITY and the CITY's officials,officers,employees,agents and
volunteers from and against any and all losses,liabilities,damages,costs and expenses,
including reasonable attorneys'fees,experts'fees,and costs to the extent the same are
caused by negligence or willful misconduct of th_e CONSULTANT,or any of the
CONSULTANT's officials,officers,agents,employees or volunteers,in the performance of
professional services pursuant to this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain,and keep in full force and effect,a policy or policies of Commercial General
Liability Insurance,with minimum limits of One Million ($1,000,000)Dollars for each
occurrence and in the aggregate,combined single limit,against any personal injury,death,
loss or damage resulting from the wrongful or negligent acts by CONSULTANT.Said
policy or policies shall be issued by an insurer admitted to do business in the State of
California and rated in Best's Insurance Guide with a rating of A-VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement,carry,
maintain,and keep in full force and effect a policy or policies of professional liability
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insurance with a minimum limit of one million ($1,000,000)dollars.Said policy or policies
shall be issued by an insurer admitted to do business in the State of California or
appearing on the California List of Eligible Surplus Line Insurers (LESLI),and rated in
Best's Insurance Guide with a rating of A-VII or better.
3.4 Automobile Liability
CONSULTANT shall at all times during the term of this Agreement obtain,
maintain,and keep in full force and effect,a policy or policies of Automobile Liability
Insurance,with minimum of one million dollars ($1 ,000,000)for each occurrence and in the
aggregate,combined single limit for bodily injuries or death of one person and $500,000 for
property damage arising from one incident.
3.5 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement worker's compensation insurance as required
by the law.CONSULTANT shall require any subcontractor similarly to provide such
compensation insurance for their respective employees.
3.6 Notice of Cancellation
(a)All insurance policies shall provide that the insurance coverage shall
not be canceled by the insurance carrier without thirty (30)days prior written notice to CITY
or ten (10)days if cancellation is due to nonpayment of premium.CONSULTANT agrees
that it will not cancel or reduce said insurance coverage.
(b )CONSULTANT agrees that if it does not keep the aforesaid insurance
in full force and effect,CITY may either immediately terminate this Agreement or,if
insurance is available at a reasonable cost,CITY may take out the necessary insurance
and pay,at CONSULTANT'S expense,the premium thereon.
3.7 Certificates of Insurance
At all times during the term of this Agreement,CONSULTANT shall maintain
on file with the CITY Clerk certificates of insurance showing that the aforesaid policies are
in effect in the required amounts.The commercial general liability shall contain
endorsements naming the CITY,its officers,agents and employees as additional insured.
3.8 Primary Coverage
The commercial general liability insurance provided by CONSULTANT shall
be primary to any coverage available to city.The insurance policies (other than workers'
compensation and professional liability)shall include provisions for waiver of subrogation.
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ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a)Unless sooner terminated pursuant to subsection (b)of this Section,
this Agreement shall terminate upon CITY's written notice to CONSULTANT of CITY's
reasonable satisfaction of the completion all terms and conditions of this Agreement by
CONSULTANT.
(b)This Agreement may be terminated at any time prior to completion,
with or without cause,by either party upon ten (10)days prior written notice.Notice shall
be deemed served if completed in compliance with Section 7.13.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All documents,plans,specifications,reports,photographs,images,video files
and media created or developed by CONSULTANT pursuant to this Agreement ("Written
Products")shall be and remain the property of the CITY.CITY acknowledges and agrees
that all plans,specifications,reports and other design documents prepared by
CONSULTANT pursuant to this Agreement shall be used exclusively on this Project and
shall not be used for any other work without the written consent of CONSULTANT.In the
event CITY and CONSULTANT permit the reuse or other use of the plans,specifications,
reports or other design documents,CITY shall require the party using them to indemnify
and hold harmless CITY and CONSULTANT regarding such reuse or other use,and CITY
shall require the party using them to eliminate any and all references to CONSULTANT
from the plans,specifications,reports and other design documents.All Written Products
shall be considered "works made for hire,"and all Written Products and any and all
intellectual property rights arising from their creation,including,but not limited to,all
copyrights and other proprietary rights,shall be and remain the property of the CITY.
CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written
Products.
CONSULTANT hereby assigns to the CITY all ownership and any and all
intellectual property rights to the Written Products that are not otherwise vested in the CITY
pursuant to the paragraph directly above this one.
CONSULTANT warrants and represents that it has secured all necessary
licenses,consents or approvals to use any instrumentality,thing or component as to which
any intellectual property right exists,including computer software,used in the rendering of
the services and the production of all Written Products produced under this Agreement,
and that the CITY has full legal title to and the right to reproduce the Written Products.
CONSULTANT shall defend,indemnify and hold the CITY,and its elected officials,officers,
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employees,servants,attorneys,designated volunteers,and agents serving as independent
contractors in the role of CITY officials,harmless from any loss,claim or liability in anyway
related to a claim that CITY's use of any of the Written Products is violating federal,state
or local laws,or any contractual provisions,or any laws relating to trade names,licenses,
franchises,copyrights,patents or other means of protecting intellectual property rights
and/or interests in products or inventions.CONSULTANT shall bear all costs arising from
the use of patented,copyrighted,trade secret or trademarked documents,materials,
equipment,devices or processes in connection with its provision of the services and
Written Products produced under this Agreement.In the event the use of any of the
Written Products or other deliverables hereunder by the CITY is held to constitute an
infringement and the use of any of the same is enjoined,CONSULTANT,at its expense,
shall:(a)secure for CITY the right to continue using the Written Products and other
deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;
or (b)modify the Written Products and other deliverables so that they become non-
infringing while remaining in compliance with the requirements of this Agreement.This
covenant shall survive the termination of this Agreement.
Upon termination ofthe Project,the CONSULTANT shall deliver to the CITY
all Written Products and other deliverables related to the Project.If a document is
prepared by CONSULTANT on a computer,CONSULTANT shall prepare such document
in a Microsoft®Word 2007 or Microsoft®Excel 2007.In addition,CONSULTANT shall
provide CITY with said document both in a printed format and in an electronic format
acceptable to the CITY.
ARTICLE 6
PREVAILING WAGES
6.1 Prevailing Wages
The CITY and CONSULTANT acknowledge that the Project is a "public work"
to which prevailing wages apply.The City Council of the CITY has been provided with a
determination of the prevailing rates of per diem wages and the general rate for holiday
and overtime work for each craft,classification,or type of worker applicable to the Project,
which is on file in the Office of the City Clerk of the CITY,copies of which may be obtained
at cost from the Department of Public Works.CONSULTANT shall post a copy of the
determination of the prevailing rate of per diem wages at each job site and shall pay the
adopted prevailing wage rates as a minimum.Said rates are based on an eight (8)hour
day,forty (40)hour week except as otherwise noted,and said rates are currently in effect.
All parties to this Agreement shall strictly observe existing agreements between the
Building Trades and Construction Industry groups related to wages,overtime,holidays and
other special provisions.CONSULTANT shall comply with the provisions of California
Labor Code Sections 1773.8,1774,1775,1776,1777.5,1777.6,1810,1811,1813and
1815.The document titled "Agreement to Comply with California Labor Law
Requirements"is attached hereto and incorporated herein by this reference,and
CONSULTANT shall sign and date this document and submit it to the CITY.
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CONSULTANT is aware of California Labor Code Sections 1771.1 and 1771.7,which
prohibit CONSULTANT who has been found by the Labor Commissioner or the Director of
Industrial Relations to be in violation of certain provisions of the Labor Code from bidding
on,being awarded,or performing work as a contractor on a public works project for
specified periods of time.Failure of CONSULTANT to obtain proper and adequate
licensing as required by law shall constitute a failure to execute the Agreement and shall
result in the forfeiture of the security of the CONSULTANT.CONSULTANT must comply
with business license requirements of the CITY.
ARTICLE 7
GENERAL PROVISIONS
7.1 Representation
A CITY representative shall be designated by the Director of Finance and
Information Technology and a CONSULTANT representative shall be designated by
CONSULTANT as the primary contact person for each party regarding performance of this
Agreement.
7.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement,CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48)and the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C.200e-217),and the Americans with Disabilities Act
of 1992 (42 U.S.C.§11200,et seq.).
7.3 Personnel
CONSULTANT represents that it has,or shall secure at its own expense,all
personnel required to perform CONSULTANT'S services under this Agreement.
CONSULTANT shall make reasonable efforts to maintain the continuity of
CONS ULTANT'S staff that are assigned to perform the services hereunder and shall obtain
the approval of the Director of Finance and Information Technology of all proposed staff
members who will perform such services.CONSULTANT may associate with or employ
associates or subcontractors in the performance of its services under this Agreement,but
at all times shall be responsible for their services.
7.4 Conflicts of Interest
CONSULTANT agrees not to accept any employment or representation
during the term of this Agreement or within twelve (12)months after completion of the work
under this Agreement which is or may likely make CONSULTANT "financially interested"
(as provided in California Government Code Section 1090 and 87100)in any decisions
made by CITY on any matter in connection with which CONSULTANT has been retained
pursuant to this Agreement.
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7.5 Legal Action
(a)Should either party to this Agreement bring legal action against the
other,the validity,interpretation,and performance ofthis Agreement shall be controlled by
and construed under the laws of the State of California,excluding California's choice of law
rules.Venue for any such action relating to this Agreement shall be in the Los Angeles
County Superior Court.
(b)If any legal action or other proceeding,including action for declaratory
relief,is brought for the enforcement of this Agreement or because of an alleged dispute,
breach,default or misrepresentation in connection with this Agreement,the prevailing party
shall be entitled to recover reasonable attorneys'fees,experts'fees,and other costs,in
addition to any other relief to which the party may be entitled.
(c)Should any legal action about the Project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent,CITY shall compensate CONSULTANT for its
testimony and preparation to testify at reasonable hourly rates.
7.6 Assignment
Neither this Agreement nor any part thereof shall be assigned by
CONSULTANT without the prior written consent of the CITY.Any such purported
assignment without written consent shall be null and void,and CONSULTANT shall hold
harmless,defend and indemnify the CITY and its officers,officials,employees,agents and
representatives with respect to any claim,demand or action arising from any unauthorized
assignment.
Notwithstanding the above,CONSULTANT may use the services of persons
and entities not in CONSULTANT'S direct employ,when it is appropriate and customary to
do so.CONSULTANT'S use of subcontractors for additional services shall not be
unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance.
7.7 Independent Contractor
CONSULTANT is and shall at all times remain,as to the CITY,a wholly
independent contractor.Neither the CITY nor any of its agents shall have control over the
conduct of CONSULTANT or any of the CONSULTANT's employees,except as herein set
forth,and CONSULTANT is free to dispose of all portions of its time and activities which it
is not obligated to devote to the CITY in such a manner and to such persons,firms,or
corporations at the CONSULTANT wishes except as expressly provided in this Agreement.
CONSULTANT shall have no power to incur any debt,obligation,or liability on behalf of the
CITY or otherwise act on behalf of the CITY as an agent.CONSULTANT shall not,at any
time or in any manner,represent that it or any of its agents,servants or employees,are in
any manner agents,servants or employees of CITY.CONSULTANT agrees to pay all
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required taxes on amounts paid to CONSULTANT under this Agreement,and to indemnify
and hold the CITY harmless from any and all taxes,assessments,penalties,and interest
asserted against the CITY by reason of the independent contractor relationship created by
this Agreement.CONSULTANT shall fully comply with the workers'compensation law
regarding CONSULTANT and its employees.CONSULTANT further agrees to indemnify
and hold the CITY harmless from any failure of CONSULTANT to comply with applicable
workers'compensation laws.The CITY shall have the right to offset against the amount of
any fees due to CONSULTANT under this Agreement any amount due to the CITY from
CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or
indemnification arising under this Article.
7.8 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
7.9 Entire Agreement
This Agreement,including any other documents incorporated herein by
specific reference,represents the entire and integrated agreement between CITY and
CONSULTANT and supersedes all prior negotiations,representations or agreements,
either written or oral.This Agreement may be modified or amended,or provisions or
breach may be waived,only by subsequent written agreement signed by both parties.
7.10 Construction
In the event of any asserted ambiguity in,or dispute regarding the
interpretation of any matter herein,the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
7.11 Non-Waiver of Terms,Rights and Remedies
Waiver by either party of anyone or more of the conditions of performance under
this Agreement shall not be a waiver of any other condition of performance under this
Agreement.In no event shall the making by the CITY of any payment to CONSULTANT
constitute or be construed as a waiver by the CITY of any breach of covenant,or any
default which may then exist on the part of CONSULTANT,and the making of any such
payment by the CITY shall in no way impair or prejudice any right or remedy available to
the CITY with regard to such breach or default.
7.12 Severability
If any term or portion of this Agreement is held to be invalid,illegal,or otherwise
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unenforceable by a court of competent jurisdiction,the remaining provisions of this
Agreement shall continue in full force and effect.
7.13 Notice
Except as otherwise required by law,any notice,request,direction,demand,
consent,waiver,approval,payment or other communication required or permitted to be
given hereunder shall not be effective unless it is given in writing and shall be delivered (a)
by personal service or (b)by certified or registered mail,postage prepaid,return receipt
requested,and addressed to the parties at the addresses stated below,or at such other
address as either party may hereafter notify the other in writing as aforementioned:
If to CONSULTANT:
NexislS,Inc.
27202 West Turnberry Lane,Suite 100
Valencia,CA 91355
If to CITY:
Dennis McLean,Director of Finance and Information Technology
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
A party may change its address by giving written notice to the other party.
Thereafter,any notice or other communication shall be addressed and transmitted to the
new address.If sent by mail,any notice,tender,demand,delivery or other communication
shall be deemed effective three (3)business days after it has been deposited in the United
States mail.For purposes of communicating these time frames,weekends and federal,
state,religious,County of Los Angeles or CITY holidays shall be excluded.No
communication via facsimile or electronic mail shall be effective to give any such notice or
other communication hereunder.
[Signatures on next page]
Page 11 of 12
R6876.0001\1240449.2
7-14
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of
the date and year first above written.
"CONSULTANT"
NexuslS,Inc.
BY:------------
Printed Name
Title
Date
"CITY"
CITY OF RANCHO PALOS VERDES
A Municipal Corporation
-Carolyn Lehr,City Manager
Date
ATTEST:
CITY CLERK
Page 1 of 12
R6876.0001\1240449.2
7-15
AGREEMENT TO COMPLY WITH
CALIFORNIA LABOR LAW REQUIREMENTS
[Labor Code 1720,1773.8,1775,1776,1777.5,1813,1860,1861,3700]
The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply
with the following provisions of California law:
1.Contractor acknowledges that this contract is subject to the provisions of Division
2,Part 7,Chapter 1 (commencing with Section 1720)of the California Labor
Code relating to public works and the awarding public agency ("Agency")and
agrees to be bound by all the provisions thereof as though set forth in full herein.
2.Contractor agrees to comply with the provisions of California Labor Code Section
1773.8 which requires the payment of travel and subsistence payments to each
worker needed to execute the work to the extent required by law.
3.Contractor agrees to comply with the provisions of California Labor Code
Sections 1774 and 1775 concerning the payment of prevailing rates of wages to
workers and the penalties for failure to pay prevailing wages.The Contractor
shall,as a penalty to the Agency,forfeit not more than fifty dollars ($50)for each
calendar day,or portion thereof,for each worker paid less than the prevailing
rates as determined by the Director of Industrial Relations for the work or craft in
which the worker is employed for any public work done under the contract by
Contractor or by any subcontractor.
4.Contractor agrees to comply with the provisions of California Labor Code Section
1776 which require Contractor and each subcontractor to (1)keep accurate
payroll records,(2)certify and make such payroll records available for inspection
as provided by Section 1776,and (3)inform the Agency of the location of the
records.The Contractor is responsible for compliance with Section 1776 by itself
and all of its subcontractors.
5.Contractor agrees to comply with the provisions of California Labor Code Section
1777.5 concerning the employment of apprentices on public works projects,and
further agrees that Contractor is responsible for compliance with Section 1777.5
by itself and all of its subcontractors.
6.Contractor agrees to comply with the provisions of California Labor Code Section
1813 concerning penalties for workers who work excess hours.The Contractor
shall,as a penalty to the Agency,forfeit twenty-five dollars ($25)for each worker
employed in the execution of the contract by the Contractor or by any
subcontractor for each calendar day during which such worker is required or
permitted to work more than 8 hours in anyone calendar day and 40 hours in
7-16
AGREEMENT TO COMPLY WITH
CALIFORNIA LABOR LAW REQUIREMENTS
Page 2
anyone calendar week in violation of the provisions of Division 2,Part 7,Chapter
1,Article 3 of the California Labor Code.
"CONSULTANT"
NexuslS,Inc.
BY:------------
Printed Name
Title
Date
7-17
»
ATTACHMENT A
Quote:
Project:
Created:
Valid:
40134
City of RPV _UC_11-17-09z
7/1/2010
7/21/2010
CityofRPV
UNE#PART#
VoIP LAN (3560)
1 WS-C3560-24TS-S
2 GLC-SX-MM=
3 CON-SNTP-356024TS
4 CAB-AC
Call Processing/VM
1 UNIFIED-CM7.1
2 CCX-70-CM-BUNDLE
3 CUCMS-EVAL-K9
4 CM7-DL-PAK
5 MCS781614-K9-CMC2
6 CAB-AC
7 CON-SNT-1614C2
8 LIC-CM7.1-7816=
9 CON-ESW-LIC7816
10 LIC-CM-DL
11 LIC-CM-DL-lO
Gateway Router
1 C2821-YSEC/K9
2 PWR-2821-51-AC
3 ROUTER-SDM-CD
4 MEM2800-256D-INC
5 ACS-2821-51-STAN
6 VIC2-4FXO
7 VWIC2-1MFT-TI/EI
8 CAB-AC
9 S28NRAISK9-12424T
10 MEM2800-64U128CF
11 PVDM2-32U64
12 CON-SNT-C2821VK9
EXT.PRICE UNIT PRICE DISC.USTPRICE
0.00 0.00 0.00%0.00
Included Included 0.00%Included
Included Included 0.00%Included
Included Included 0.00%Included
5.040.00 2.520.00 37.00%4.000.00
0.00 0.00 0.00%0.00
544.00 272.00 15.00%320.00
5.033.70 2.516.85 37.00%3.995.00
1.426.30 713.15 15.00%839.00
0.00 0.00 0.00%0.00
315.00 315.00 37.00%500.00
$12,359.00
0.00 0.00 0.00%0.00
4.536.00 4.536.00 37.00%7.200.00
680.00 680.00 15.00%800.00
0.00 0.00 0.00%0.00
$5,216.00
4.410.00 4.410.00 37.00%7.000.00
0.00 0.00 0.00%0.00
761.60 761.60 15.00%896.00
$5,171.60
$22,746.60
3.587.85 3.587.85 37.00%5.695.00
Included Included 0.00%Included
Included Included 0.00%Included
Included Included 0.00%Included
Included Included 0.00%Included
1.008.00 504.00 37.00%800.00
819.00 819.00 37.00%1.300.00
0.00 0.00 0.00%0.00
0.00 0.00 0.00%0.00
0.00 0.00 0.00%0.00
945.00 945.00 37.00%1.500.00
450.50 450.50 15.00%530.00
$6,810.35
$6,810.35
1.886.85 1.886.85 37.00%2.995.00
630.00 315.00 37.00%500.00
294.95 294.95 15.00%347.00
0.00 0.00 0.00%0.00
$2,811.80
$2,811.80
Gateway Router
VoIP LAN (3560)
Call Processing/VM
Catalvst 3560 24 10/100 +2 SFP IPB ImaCle
GE SFP.LC connector SX transceiver
SMARTNET 24X7X4 Catalvst 3560 24 10/
AC Power Cord (North America).C13.NEMA 5-15P.2.1m
Osco Unity Connection 7.1 MCS 7825 IBM Appliance
Power Cord -US.Can.Mex.PRo Phil.Ven.Tai.Col.Ecu
SMARTNET 24X7X4 Cisco Unity Connection 7.0 MCS 7825 IBM
2821 Voice Security Bundle.PVDM2-32.Adv IP Serv.64F/256D
Osco 2821/51 AC power supply
CD for SDM software
256MB DDR DRAM Memorv factorY default for the Cisco 2800
Osco 2821/51 Standard Accessorv Kit
Four-port Voice Interface Card -FXO (Universal)
I-Port 2nd Gen Multifiex Trunk Voice/WAN Int.Card -TI/EI
AC Power Cord (North America).C13.NEMA 5-15P.2.1m
Cisco 2800 AISK9-AISK9 FEAT SET FACTORY UPG FOR BUNDLES
64 to 128 MB CF Factorv UDClrade for Osco 2800 Series
PVDM2 32-channel to 64-channel factorY uDCIrade
SMARTNET 8X5XNBD 2821 Voice Bundle.PV
Unity Connection 7.x Software
Unity Connection.24 POrts.100 users -All user Features
ESSENTIAL SW Unity 24 POrts.100 users
ESSENTIAL SW Unity Connection 7.x SW Top Lvi
1 CUCM 7.1 top level part number
2 CCX 7.0 UCM 5 Seat ENH Bundle -ONLY with NEW UCM
2 CUCMS MonitorinCl Bundle Evaluation
1 CUCM 7.0 DL PAK
2 Unified CM 7.1 7816-14 Appliance.0 Seats
2 AC Power Cord (North America).C13.NEMA 5-15P.2.1m
2 SMARTNET 8XSXNBD Unified CM 7.1 7816-14 Aopliance.0 Seat
2 Ucense Unified CM 7.1 7816 Aopliance.500 seats
2 ESSENTIAL SW Ucense Unified CM
1 Top level part number for Unified CM Device Ucenses
1 Unified CM Device Ucense -10 units
1
1
1
1
1
2
1
1
1
1
1
1
1
2
1
1
QTY DESCRIPTION
MCS7825I4-K9-UCB1
UNITY-PWR-US
CON-SNTP-2514KUBI
UNITYCN7-K9
UNITYCN7-100USR
CON-ESW-UN7100R
CON-ESW-UNITYCN7
12
13
14
15
16
17
18
Engineering Notes:
7-18
»
ATTACHMENT A
Quote:
Project:
Created:
Valid:
40134
City of RPV_UC_1l-17-Q9z
7/1/2010
7/21/2010
Cisco Unified Communications Manager on redundant MCS 7816 Servers
providing Call processing only for up to 500 users.
Cisco Unity Connection Server on MC5782S Server
licensed for 100 VM users.
It is assumed all existing phone licenses will be converted to Device License Units.
Cisco 3560 24 port 10/100 switch for Cisco Unified Communications Core Networking.
2 SFP Multimode transceivers for fiber uplink.
Cisco 2821 Gateway router for PSTN Connectivity.
8 FXO ports for analog trunks,
1 Tl port for PRI trunk.
24x7x4 Smartnet on all hardware.
Extract Configuration from existing System
Configure Unified Communications Manager Servers
Import User data.
Upgrade users from Unity to Unity Connection.
Configure 3560 Switch
Configure 2821 Router as Voice Gateway.
Provide approximately 1 Day cutover support after the close of business hours during a weekend.
Provide half day Administrative knowledge transfer.
This Quote includes Materials and Manufacturer Warranty as indicated above.
This quote is for DROP SHIP ONLY.Nexus IS will only warrant Drop Ship designs that are a result of a paid
professional services engagement.
All returns or exchanges are at the discretion of the Manufacturer.
Customer agrees to abide by the Manufacturer return policy and will not hold Nexus liable for returns.
Equipment Total $28,211.40
Warranty &Other services Total $4,157.35
One-TIme-Discount:($3,582.40)
Schedule A Subtotal:$28,786.35
Shipping &Handling:$447.80
Estimated Sales Tax (9.75%):$2,401.33
Total Investment:$31,635.48
7-19
ATTACHMENT A
»
Quote:
Project:
Created:
Valid:
40134
City of RPV_UC_1l-17-09z
7/1/2010
7/21/2010
Payment due in accordance with Professional Services Agreement,dated July 7,2010
"The materials contained and expressed in this proposal represent the exdusive intellectual property of NEXUS IS and are intended for use of the customer.
Any reproduction,distribution,or unauthorized sharing of this information without the express written consent of NEXUS IS executive authority is strictly prohibited.'
CLIENTSIGNATURE BELOWACKNOWLEDGES THAT CLIENTHAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT.
THE CLIENTAUTHORIZES NEXUS IS TO OBTAIN CREDITINFORMATION PRIOR TO ACCEPTING THIS ORDER.
$31,635.48
Client Name:
Title:
Nexus IS Name:
Title:
Signature:Signature:
Date:Date:
7-20
»
Connect Collaborate Create
Attachment A
Quote:
Project:
Created:
Valid:
40134
City of RPV_UCl1-17-09z
7/1/2010
7/21/2010
CityofRPV
UNE#PART#
VolP LAN (3560)
1 WS-C3560-24TS-S
2 GLC-SX-MM=
3 CON-SNTP-356024TS
4 CAB-AC
Call Processing/VM
1 UNIFIED-CM7.1
2 CCX-70-CM-BUNDLE
3 CUCM5-EVAL-K9
4 CM7-DL-PAK
5 MC5781614-K9-CMC2
6 CAB-AC
7 CON-SNT-1614C2
8 UC-CM7.1-7816=
9 CON-ESW-UC7816
10 UC-CM-DL
11 UC-CM-DL-lO
Gateway Router
1 C2821-VSEC/K9
2 PWR-2821-51-AC
3 ROUTER-SDM-CD
4 MEM2800-256D-INC
5 ACS-2821-51-STAN
6 VICZ-4FXO
7 VWICZ-IMFT-TI/EI
8 CAB-AC
9 S28NRAISK9-12424T
10 MEM2800-64UI28CF
11 PVDM2-32U64
12 CON-SNT-C2821 VK9
EXT.PRICE UNIT PRICE DISC.USTPRICE
0.00 0.00 0.00%0.00
Included Included 0.00%Included
Included Included 0.00%Included
Included Included 0.00%Included
0.00 0.00 100.00%4.000.00
0.00 0.00 0.00%0.00
0.00 0.00 100.00%320.00
0.00 0.00 100.00%3.995.00
0.00 0.00 100.00%839.00
0.00 0.00 0.00%0.00
0.00 0.00 100.00%500.00
$0.00
0.00 0.00 0.00%0.00
0.00 0.00 100.00%7.200.00
0.00 0.00 100.00%800.00
0.00 0.00 0.00%0.00
$0.00
0.00 0.00 100.00%7.000.00
0.00 0.00 0.00%0.00
0.00 0.00 100.00%896.00
$0.00
$0.00
0.00 0.00 100.00%5.695.00
Included Included 0.00%Included
Included Included 0.00%Included
Included Included 0.00%Included
Included Included 0.00%Included
0.00 0.00 100.00%800.00
0.00 0.00 100.00%1.300.00
0.00 0.00 0.00%0.00
0.00 0.00 0.00%0.00
0.00 0.00 0.00%0.00
0.00 0.00 100.00%1.500.00
0.00 0.00 100.00%530.00
$0.00
$0.00
0.00 0.00 100.00%2.995.00
0.00 0.00 100.00%500.00
0.00 0.00 100.00%347.00
0.00 0.00 0.00%0.00
$0.00
$0.00VolPLAN(3560)
Gateway Router
Call Processing/VM
DESCRIPTION
Catalvst 3560 24 10/100 +2 SFP IPB Imaqe
GE SFP.LC connector SX transceiver
SMARTNET 24X7X4 Catalvst 3560 24 101
AC Power Cord (North America).C13.NEMA 5-15P.2.1m
Cisco Unity Connection 7.1 MCS 7825 IBM Appliance
Power Cord -US.Can.Mex.PRo Phil.Yen.Tai.Col.Ecu
SMARTNET 24X7X4 Osco Unity Connection 7.0 MCS 7825 IBM
CUCM 7.1 top level part number
CCX 7.0 UCM 5 Seat ENH Bundle -ONLY with NEW UCM
CUCMS MonitorinQ Bundle Evaluation
CUCM 7.0 DL PAK
Unified CM 7.1 7816-14 Appliance.0 Seats
AC Power Cord (North America).C13.NEMA 5-15P.2.1m
SMARTNET 8XSXNBD Unified CM 7.1 7816-14 Appliance.0 Seat
Ucense Unified CM 7.1 7816 Appliance.500 seats
ESSENTIAL SW Ucense Unified CM
Top level part number for Unified CM Device Ucenses
Unified CM Device Ucense -10 units
Unity Connection 7.x Software
Unity Connection.24 POrts.100 users -All user Features
ESSENTIAL SW Unity 24 POrts.100 users
ESSENTIAL SW Unity Connection 7.x SW Top Lvi
2821 Voice Security Bundle.PVDM2-32.Adv IP Serv.64F/256D
Cisco 2821151 AC power supply
CD for SDM software
256MB DDR DRAM Memorv factOry default for the Cisco 2800
Cisco 2821/51 Standard Accessorv Kit
Four-port Voice Interface Card -FXO (Universal)
I-Port 2nd Gen Multiflex Trunk Voice/WAN Int.Card -TI/EI
AC Power Cord (North America).C13.NEMA 5-15P.2.1m
Osco 2800 AISK9-AISK9 FEAT SET FACTORY UPG FOR BUNDLES
64 to 128 MB CF Factorv UDQrade for Cisco 2800 Series
PVDM2 32-ehannel to 64-ehannel factOry uDQrade
SMARTNET 8XSXNBD 2821 Voice Bundle.PV
1
2
2
1
2
2
2
2
2
1
1
1
2
1
1
1
1
1
1
1
2
1
1
1
1
1
1
QTY
MCS7825I4-K9-UCBl
UNTIY-PWR-U5
CON-SNTP-25I4KUBI
UNITYCN7-K9
UNTIYCN7-100USR
CON-ESW-UN7100R
CON-ESW-UNTIYCN7
16
17
18
12
13
14
15
Engineering Notes:
7-21
»
Connect Collaborate Create
Attachment A
Quote:
Project:
Created:
Valid:
40134
City of RPV_UCl1-17-09z
7/1/2010
7/21/2010
**HARDWARE SHOWN FOR DEMONSTRATION PURPOSES**
Cisco Unified Communications Manager on redundant MCS 7816 servers
providing Call processing only for up to 500 users.
Cisco Unity Connection server on MCS7825 server
licensed for 100 VM users.
It is assumed all existing phone licenses will be converted to Device License Units.
Cisco 3560 24 port 10/100 switch for Cisco Unified Communications Core Networking.
2 SFP Multimode transceivers for fiber uplink.
Cisco 2821 Gateway router for PSTN Connectivity.
8 FXO ports for analog trunks,
1 T1 port for PRI trunk.
24x7x4 Smartnet on all hardware.
Extract Configuration from existing System
Configure Unified Communications Manager servers
Import User data.
Upgrade users from Unity to Unity Connection.
Configure 3560 Switch
Configure 2821 Router as Voice Gateway.
Provide approximately 1 Day cutover support after the dose of business hours during a weekend.
Provide half day Administrative knowledge transfer.
This Quote indudes This quote is for professional services only.Any listing of equipment is for reference purposes only and is not being sold.
Installation pricing estimated,pending completed Scope of Work.Please add appropriate sales Tax.
Professional services Total:
Total Investment:
$13,798.79
$13,798.79
7-22
»
Connect Collaborate Create
Attachment A
Quote:
Project:
Created:
Valid:
40134
City of RPV_UC_11-17-09z
7/1/2010
7/21/2010
Payment due in accordance with Professional SelVices Agreement,dated July 7,2010
"The materials contained and expressed in this proposal represent the exclusive intellectual property of NEXUS IS and are intended for use of the customer.
Any reproduction,distribution,or unauthorized sharing of this information without the express written consent of NEXUS IS executive authority is strictly prohibited."
CLIENTSIGNATURE BELOWACKNOWLEDGES THAT CLIENTHAS READ AND ACCEPTED THE TERMS AND CONDI1IONS OF THE ABOVEREFERENCED CONTRACT.
THE CLIENTAUTHORIZES NEXUS IS TO OBTAIN CREDITINFORMATION PRIOR TO ACCEPTING THIS ORDER.
Client Name:
Title:
Nexus IS Name:
Title:
Signature:Signature:
Date:Date:
7-23
t.J E ~,"USȤ~""~
,/ConnCleIColl<lbor~IICrQllt.ATTACHMENT B -SCOPE OF PROFESSIONAL SERVICES
CITY OF RANCHO PALOS VERDES UC 7.0 AND UNITY VM UPGRADE
City of Rancho Palos Verdes
CISCO UC 7.0 and Unity VM Upgrade Project Professional Services Overview
7-24
NE US»
ConnCldCollaborallCrtalll ATTACHMENT B -SCOPE OF PROFESSIONAL SERVICES
CITY OF RANCHO PALOS VERDES UC 7.0 AND UNITY VM UPGRADE
City of Rancho Palos Verdes
CISCO UC 7.0 and Unity VM Upgrade Project Professional Services Overview
7-25