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HomeMy WebLinkAbout2015 CON Nexus Is - Voice Over IP SystemAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND NEXUS IS, INC. THIS AGREEMENT is entered into this 16`h day of June, 2015 by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Nexus IS, Inc., a Delaware corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide a Voice Over IP Phone System. WHEREAS, the CITY has determined that the CONSULTANT is a Systems Integrator and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 01, 2015 The duration of this Agreement is for the period of July 01, 2015 through June 30, 2016. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". 3. SCOPE OF SERVICES. The goal of the project is to provide a feature rich Unified Communications ("UC") environment that will support the City's communication needs. Nexus will replace the existing phone hardware with the latest Cisco BE7K hardware. The system software will be 10.X based on discovery and final conversations with the City. At the conclusion of the project City of National City will have a full functioning UC environment (to manufacturer's plans and specifications, and to best standards and practices). The CONSULTANT will perform services as set forth in the attached Exhibit "A". To the extent any of the terms in Exhibit "A" conflict with the terms contained in this Agreement, this Agreement shall control. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 10% from the Base Amount. 4. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Donna Zabala thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the schedule given in Exhibit $452,737.77 (the Base Amount) without prior written authorization from the Project Coordinator for the CITY, but shall in no event exceed 10% above the base amount. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. 2015 Agreement 2 City of National City and Nexis IS, Inc. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY' S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 2015 Agreement 3 City of National City and Nexis IS, Inc. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in 2015 Agreement 4 City of National City and Nexis IS, Inc. conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any 2015 Agreement 5 City of National City and Nexis IS, Inc. liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat 2015 Agreement 6 City of National City and Nexis IS, Inc. the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the 2015 Agreement 7 City of National City and Nexis IS, Inc. CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Ron Williams IT Manager Information Technology City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Thomas Lyon Sr. Vice President, Managed Services Nexus IS, Inc. 27202 West Turnberry Lane, Suite 100 Valencia, CA 91355 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 2015 Agreement 8 City of National City and Nexis IS, Inc. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 2015 Agreement City of National City and Nexis IS, Inc. 9 F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor Dated: June 16, 2015 NEXUS IS, INC. (Corporation — signatures of two corporate officers required) (Partnership — one signature) (Sole proprietorship — one sigpgture) By: (Name) Thomas Lyon (Print) APPOVED AS TO FORM: Sr. Vice President, Managed Services (Title) Clau is G. Silva, City Attorney 2015 Agreement Dated: June 4th, 2015 City of National City and Nexis IS, Inc. 10 2015 Agreement By: (Name) Dan Dougherty (Print) CFO (Title) Dated: June 5th, 2015 City of National City and Nexis IS, Inc. 11 RESOLUTION NO. 2015 — 93 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH NEXUS IS, INC., IN THE AMOUNT OF $452,738, AND AUTHORIZING A 10% CONTINGENCY IN THE AMOUNT OF $45,274 TO IMPLEMENT A CISCO VOICE OVER IP (VOIP) PHONE SYSTEM WHEREAS, the City of National City's current analog PBX (Public Branch Exchange) phone system was installed on June 16, 1998, and is at end of life for acquisition of replacement parts and software maintenance; and WHEREAS, the City issued a request for proposals ("RFP") on February 9, 2015 to implement a Cisco Voice Over IP Phone system to replace the current NEC NEAX 2400 analog phone system and three responsive proposals submitted; and WHEREAS, after considering such factors as functionality and pricing, the RFP committee recommended Nexus IS, Inc. ("Nexus"); and WHEREAS, the new Cisco Voice Over IP Phone System to be implemented by Nexus will provide the City with a modernized telecommunications infrastructure, providing 321 digital phones with advanced features such as Advanced Call Routing, Voice Mail, Caller ID, and Unified Messaging; and WHEREAS, the City will also realize an upgrade of older networking components at all City facilities on the internal network backbone in support of the Cisco phone system implementation NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement between the City of National City Nexus IS, Inc., in the amount of $452,738 to implement a Cisco Voice Over IP Phone System. BE IT FURTHER RESOLVED that the City Council authorizes a 10% contingency in the amount of $45,274. PASSED and ADOPTED this 16'h day of June, 2015. ATTEST: a eitAift AILMic ael R. Dalla, Ci y Clerk PROVED TO FO audia" acit a Silva City Attorney Ron Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on June 16, 2015 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Clerk of the City National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2015-93 of the City of National City, California, passed and adopted by the Council of said City on June 16, 2015. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: June 16, 2015 AGENDA ITEM NO. 14 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with Nexus IS, Inc. in the amount of $452,738 and authorize a 10% contingency in the amount of $45,274 to implement a Cisco Voice Over IP (VOIP) Phone System. PREPARED BY: Ron Williams DEPARTMENT: MIS PHONE: 619-336-4373 APPROVED BY: EXPLANATION: The City of National City's current analog PBX (Public Branch Exchange) phone system was installed on June 16, 1998 and is at end of life for acquisition of replacement parts and software maintenance. A request for proposals (RFP) was issued on February 09, 2015 to implement a Cisco Voice Over IP Phone system to replace the current NEC NEAX 2400 analog phone system with three responsive proposals submitted. After considering such factors as functionality and pricing, the RFP committee recommended Nexus IS, Inc. (Nexus). The new Cisco Voice Over IP Phone System to be implemented by Nexus will provide the City with a modernized telecommunications infrastructure, providing 321 digital phones with advanced features such as Advanced Call Routing, Voice Mail, Caller ID, and Unified Messaging. The City will also realize in upgrade of older networking components at all City facilities on the internal network backbone in ,Uupport of the Cisco phone system implementation. FINANCIAL STATEMENT: ACCOUNT NO. 631-409-500-598-8003 APPROVED: _ ( Finance APPROVED: � MIS ENVIRONMENTAL REVIEW: This is project does not require environmental review ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Authorize the Mayor to execute an agreement with Nexus IS, Inc, including a 10% contingency. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Contract Resolution AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND NEXUS IS, INC. THIS AGREEMENT is entered into this 16th day of June, 2015 by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Nexus IS, Inc., a Delaware corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide a Voice Over IP Phone System. WHEREAS, the CITY has determined that the CONSULTANT is a Systems Integrator and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 01, 2015 The duration of this Agreement is for the period of July 01, 2015 through June 30, 2016. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". 3. SCOPE OF SERVICES. The goal of the project is to provide a feature rich Unified Communications ("UC") environment that will support the City's communication needs. Nexus will replace the existing phone hardware with the latest Cisco BE7K hardware. The system software will be 10.X based on discovery and final conversations with the City. At the conclusion of the project City of National City will have a full functioning UC environment (to manufacturer's plans and specifications, and to best standards and practices). The CONSULTANT will perform services as set forth in the attached Exhibit "A". To the extent any of the terms in Exhibit "A" conflict with the terms contained in this Agreement, this Agreement shall control. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 10% from the Base Amount. 4. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Donna Zabala thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the schedule given in Exhibit $452,737.77 (the Base Amount) without prior written authorization from the Project Coordinator for the CITY, but shall in no event exceed 10% above the base amount. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. 2015 Agreement 2 City of National City and Nexis IS, Inc. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 2015 Agreement 3 City of National City and Nexis IS, Inc. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in 2015 Agreement 4 City of National City and Nexis IS, Inc. conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any 2015 Agreement 5 City of National City and Nexis IS, Inc. liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat 2015 Agreement 6 City of National City and Nexis IS, Inc. the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the 2015 Agreement 7 City of National City and Nexis IS, Inc. CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Ron Williams IT Manager Information Technology City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Thomas Lyon Sr. Vice President, Managed Services Nexus IS, Inc. 27202 West Turnberry Lane, Suite 100 Valencia, CA 91355 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 2015 Agreement 8 City of National City and Nexis IS, Inc. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 2015 Agreement 9 City of National City and Nexis IS, Inc. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor NEXUS IS, INC. (Corporation - signatures of two corporate officers required) (Partnership — one signature) (Sole proprietorship — one signature) By: Dated: (Name) APPROVED AS TO FORM: (Print) (Title) Dated: 2015 Agreement 10 City of National City and Nexis IS, Inc. Claudia Gacitua Silva City Attorney By: (Name) (Print) (Title) Dated: 2015 Agreement 11 City of National City and Nexis IS, Inc. EXHIBIT A NEUS dimension data ConnectCoUaborate Create A DIMENSION DATA COMPANY Statement of Work Developing advanced technology solutions for your business PREPARED FOR: City of National City 1243 National City Boulevard National City, CA 91950 CALIFORNIA NAf1L Cfl7 am . 3 1 INcoRPORATED 1� UC Upgrade Project Version 1.1 4/24/2015 www.nexusis.com 1800-536-2400 info@nexusis.com EXHIBIT A Nexus )» Statement of Work CUSTOMER CONTACT INFORMATION � Title E-mail Address Phone Ron Williams Information Technology Manager rilliams@nationalcityca.gov (619) 336-4200 NEXUS CONTACT INFORMATION Name Title E-mail Address Phone Lisa Waelde Client Manager Lisa.Waelde(c�nexusis.com (858) 427-2691 William Affeldt SE William.Affeldtnexusis.com (760) 315-7350 To be assigned Project Manager Paul Bleecker Regional Sales Manager Paul.Bleeker@nexusis.com (949) 265-6069 Steven Madick VP of Engineering steven.madick@nexusis.com (661) 775-2812 Dale Hardy VP of Professional Services dale.hardy@nexusis.com (858) 427-2610 Mike Heiman SR. VP of Engineering mike.heiman@nexusis.com (661) 775-2409 Deron Pearson CEO deron.pearson@nexusis.com (661) 775-2404 City of National City — Statement of Work Proprietary and Confidential EXHIBIT A Nexus )) Statement of Work Document Control Author: William Affeldt, CCIE 37982 Change Authority: Nexus Professional Services Revision History The table below shows the revision history of this document. Version No. Issue Date Status Reason for Change 1.0 4/24/2015 First Draft Initial SOW Review History The table below shows the review history of this document. Reviewer's Details Version No. Date City of National City — Statement of Work Proprietary and Confidential I� EXHIBIT A Nexus )) Statement of Work Contents Document Control 3 Contents 4 1 Executive Summary 5 2 Professional Services 6 3 Responsibilities of Each Party 10 4 Change Management Process 14 5 Assumptions 15 6 Statement of Work Signoff 16 City of National City — Statement of Work Proprietary and Confidential EXHIBIT A Nexus )) Statement of Work 1 Executive Summary This statement of work (SoW) identifies the services and activities to be performed by Nexus (and/or others as identified herein) relative to the Cisco Unified Communications Project for City of National City. The services, activities, and responsibilities described within the following sections herein characterize the full set of deliverables for this project, thus constitutes the working agreement between Nexus and City of National City. Every effort has been made to identify the scope of the project based on information made available during the engagement to create the SoW. 1.1 Nexus Profile Nexus, headquartered in Valencia, California has offices throughout California, Arizona, Oregon and Washington. The company employs more than 600 people and serves client organizations of all types and sizes in local, national and international markets. Nexus specializes in delivering innovative convergence solutions that provide businesses with a distinct competitive advantage. We understand the challenges posed by today's rapidly evolving technologies and leverage our extensive engineering team to help our clients meet these challenges. We work hard to understand the unique needs of each of our clients, and develop a personalized technology strategy to help them succeed. 1.2 City of National City City of National City is a large diverse community in San Diego County. 1.3 Project Overview The purpose of the project and goal is to provide the City of National City a feature rich UC environment that will support their communications needs. Nexus will replace the existing Phone hardware with the latest BE7K hardware. Simply stated, Nexus IS is committed to City of National City to quickly provide a feature rich Cisco Collaboration Solution. City of National City — Statement of Work 5 Proprietary and Confidential EXHIBIT A Nexus )} Statement of Work 2 Professional Services The system software will be 10.X based on discovery and final conversations with the customer. At the conclusion of the project City of National City will have the UC environment functioning (to manufacturer's plans and specifications, and to best standards and practices). Call Manager Nexus will install 2 BE7K servers. Nexus will install 1 publisher and 2 subscribers. Nexus will install program and place 321 phones. Nexus will program up to 10 of each licensed feature. Nexus will install and program 2 2921 Voice gateways. No SRST included. Nexus will program 4 PRI's and 8 FXO ports. Nexus will provide up to 22, 15 user training sessions. Nexus will provide 1 4 hour admin training session. Unity Connection Nexus will install 1 pub and 1 sub. Nexus will program up to 321 voicemail boxes. Nexus will program up to 5 auto attendants with 9 options and 2 layers. Nexus will import all users from UCM. Nexus will setup UM if customers email supports. End user training will be provided during UCM training Paging Nexus will program llnformaCast paging server. Nexus will import all phones from call manager, up to 350. Nexus will program IP gateways so layer 3 multicast is not required. Total of 9 Nexus will setup up to 10 paging groups. Nexus has provided 4 port VG204s and will expect the existing paging systems to accept FXS connections. CER Nexus will install 1 pub and 1 subscriber. Nexus will install up to 27 Emergency response locations or 3 per site. Nexus will program SNMP information on all switches included in the schedule A. Call Recording Nexus will install 1 recording server on customer provided server hardware and customer provided windows server software. Nexus will provide the customer with detailed server requirements. City of National City — Statement of Work Proprietary and Confidential 6 EXHIBIT A Nexus )) Statement of Work Customer is responsible for setting up all hardware and windows software. Nexus team will expect to install recording software only. Customer is responsible for all VMware software. Customer is responsible for all Windows server software and SQL software. Customer is responsible for all storage. CUPS Nexus will setup and test 5 CUPS users. Nexus is only responsible for Cisco side of integrations. Nexus is not responsible for configuring Active directory or exchange. Customer is responsible for rolling out Jabber via Group Policy and App store. Networking Nexus will program all switches included on the Schedule A. Nexus is only responsible for programming protocols supported by the software level of the switches. No Patch cords or cabling are included. Nexus will expect to re -use existing patch cables. If any patch cords are needed it will be the customers responsibility. Deliver and install 6 APC UPS units. Clarifications: • The scope of this project is limited to the functionality of the UC environment. • Nexus is not responsible for any provider caused issues. • Maximum personnel for admin training sessions are 2. • City of National City is responsible for providing training area and equipment for the training session. • Best efforts will be made to maintain existing user rights and permissions. • Any electrical work or upgrades will be the responsibility of City of National City. • Access to any required sites will be provided by City of National City to assure productivity. • All existing system configuration information such as IP addresses, serial numbers, and settings will be provided by City of National City prior to commencement of the work. • Nexus is not responsible for the functionality of any customer provided hardware excluded by SMARTnet. • Best efforts will be made to deliver an acceptable quality of voice and video over the WAN. • Best efforts will be made to create advanced notification of system health but cannot be guaranteed. • Nexus is not responsible for programming any equipment or software it is not providing. • No Patch cords or cabling are included in the project. City of National City — Statement of Work 7 Proprietary and Confidential EXHIBIT A Nexus )} Statement of Work 2.1 Knowledge Transfer The success of any technology implementation is dependent on the usability and perception of the system to the users. Nexus provides "Knowledge Transfer" sessions for both users and administrative staff. This Project includes Administration training, end user training and client install training. These sessions will take place during the project. Dates will be defined during the project planning phase. 2.2 Deliverables To customer from Nexus: • Technical Discovery forms. • Functional Testing/Validation forms. • Detailed project plan. To Nexus from customer: • Signed SoW • Use of facilities • Access to personnel and materials • Network Information • Infrastructure Information • Access to facilities for discovery and fact finding and remediation • Signed In -Service Acknowledgement Form 2.3 Project Completion Upon Nexus' completion of the professional services, Nexus shall notify City of National City of completion of a specific milestone or service performed by providing an In - Service Acknowledgement Form. City of National City has five (5) working days from the receipt of the In -Service Acknowledgement Form to schedule appropriate personnel to review the particular milestone or services performed and sign the In -Service Acknowledgement Form. Signing of the In -Service Acknowledgement Form, or City of National City' failure to respond to the form within the designated five (5) day period, signifies City of National City' acceptance of the milestone and that services have been performed as described in the In -Service Acknowledgement Form and in accordance with the SoW. In order to refuse acceptance of the services performed, City of National City must provide Nexus with full details that show that services do not conform to the SoW. Nexus shall address such non-conformance in a timely manner. Nexus shall compile an action plan to correct any deficiencies and the process for acceptance detailed herein shall be repeated until such time as all deficiencies have been resolved and the services meet the requirements of the SoW. Acceptance may not be withheld due to defects in services that do not represent a material non-conformance with the requirements of the SoW. City of National City — Statement of Work Proprietary and Confidential 8 EXHIBIT A Nexus )) Statement of Work At the conclusion of this project, City of National City will have deployed a solution as described throughout the various applicable contractual documents including but not limited to this Scope of Work. As acknowledgement that the system has been placed into commercial operation, City of National City will sign an "In-service Acknowledgement" form, which may list certain minor items that were not yet able to be deployed. These items (if any) will also have documented due dates for the expected completion date. Other items listed could include as -built documentation and or drawings as applicable based on what was purchased in the agreement. 2.4 Issue Escalation There are two kinds of support issues that require escalation: • Implementation issues • Operations and Maintenance (O&M) issues 2.4.1 Implementation Issues All issues directly related to the implementation of the City of National City network are the responsibility of, and should be directed to, the Nexus Project Team. These issues include anything within the scope of the signed Professional Services Statement of Work. Please note that the responsibility for maintenance of the installed components of the new network transitions to an O&M status upon City of National City' signing the Site Completion Certificate. In lieu of a formal handoff procedure, it must be agreed that the responsibility for any equipment, properly installed, configured, and tested by Nexus, becomes the responsibility of City of National City. Problem Resolution — During an implementation, the Project Manager will be responsible for ensuring Cisco -related issues are resolved to the satisfaction of City of National City. For contact information pertaining to the Nexus project team please direct all inquiries to the following individual: Problem Resolution Contact Information Name Title Phone E-mail TBD Problem Escalation — Any problems encountered post -implementation will require City of National City to open a support case with Nexus TAC pursuant to the Nexus Care agreement purchased. Problem Escalation Contact Information Name Title Phone E-mail City of National City - Statement of Work 9 Proprietary and Confidential EXHIBIT A Nexus }} Statement of Work 3 Responsibilities of Each Party 3.1 Project Coordination Nexus project coordination services provide a structured methodology for implementation for this SoW. Project coordination services provide oversight of the organization, direction and control of all project -related efforts required to complete the implementation as defined herein. Project coordination will include the oversight of the project as defined by this SoW together with the customer in the role of the Nexus' single point of contact. Timelines and schedules will be established to help meet the needs of the project goals and expectations for the associated solutions as defined in Section 2.0 herein. Upon execution of this SoW by both parties and Nexus' receipt of the executed SoW, signed Schedule A and Purchase Agreement from the customer, Nexus will determine the optimal start date and cutover/delivery date based on discussions with the Nexus sales team, project coordination resource, Nexus technical resources, and the customer. The Nexus Project Manager will manage the project remotely, with the potential exception of the kick-off meeting. Status meetings/conference calls will typically be driven by the Nexus Project Manager, with additional Nexus resources scheduled as needed for participation at the discretion of the Nexus Project Manager. The Project Manager will organize and coordinate the following tasks including but not limited to: • The procurement, staging and delivery of the equipment purchased (if any) • The scheduling of Nexus resources • The coordination of required customer resources and associated tasks (if applicable) • The planning of installation activities utilizing the timeline established after the kick off meeting as the guide • Act as the single point of contact for change control, escalation and acceptance activities for the implementation team efforts defined within this SoW. For engagements requiring dedicated or on -site project management, Nexus offers dedicated or full-time professional project management service options. If an on -site or dedicated Project Manager is required, additional charges will apply and a separate Statement of Work for such services will replace of this Statement of Work. City of National City — Statement of Work Proprietary and Confidential 10 ,21 EXHIBIT A Nexus )) Statement of Work 3.1.1 Project Kickoff Meeting The purpose of the project kickoff meeting is to transition the project from the design and purchase process to the implementation phase. The agenda of the meeting will include the review of the contract terms, and key project task areas. The key stakeholders need to attend to agree on roles and responsibilities, establish joint planning, and define short-term deliverables for both Nexus and the Customer. This is typically an on -site meeting with the added attendance of the Nexus Advance Solutions Executive, Systems Design Engineer and Deployment Engineer(s) either live or remotely, as well as the customers' key stakeholders. At a minimum, the agenda will also include the review the following planning activities: • Validate the Work Plan and Associated Costs • Review various other specifics of this Scope of Work • Develop & verify the contact and escalation list • Communication plan that defines the understanding as to how Nexus and the customer agree to communicate on all project related information ranging from non -critical information to critical information. As part of the communication plan, the Nexus Project Manager and the customer's single point of contact will jointly establish: o The time and frequency for status meetings/conference calls o Documentation of meetings and the distribution of the associated meeting notes o The assignment and tracking of all required action items o Network information deliverables required from the customer o System database information deliverables as may be required from the customer, including extension number assignments, IP-numbering schema, and public and private circuit switching information o Project Invoicing terms as defined in the Schedule A of the agreement o Freeze dates for any database or scope changes o Review and verify the Customers' hours of operation, available building access for Nexus, Customers' change management requirements, loading dock availability, blackout dates/times for service or delivery, security, site access badge requirements, escorted access requirements, and facility training requirements. • Change Management Plan. This is how Nexus and the customer will manage changes during the project Iifecycle. It is common for changes to occur during a project for a multitude of reasons and it is vital that a plan is in place to document and execute changes on a written change order as they arise. If changes occur that have an impact on the initial timeline, the Project Manager will make changes to reflect any associated milestone impacts that may arise as the direct result of the change(s). • Site test, acceptance process and criteria based on the scope of the project City of National City — Statement of Work 11 Proprietary and Confidential EXHIBIT A Nexus )) Statement of Work 3.1.2lmplementation Phase: Throughout the implementation phase, the Project Manager will: • Lead the project by following this project scope, and associated activities as established in the project kickoff meeting • Update the Project Time Line, review the project for jeopardy, and act as the Nexus "Single Point of Contact" • Coordinate the requirements associated with system data gathering requirements • Establish and participate in status update calls • Process any change orders as may be required throughout the implementation • Oversee the process of collecting the information required for the Requirements Definition Documentation (if purchased) and coordinate the preparation and presentation of the final document • Validate with the Nexus and customer project teams that voice services are in place as required and designed prior to the conversion date • Track the flow of equipment from the Nexus staging facility to the Customer location. • Contact Customer to confirm site readiness for equipment delivery and prior to the start of work on site by the Nexus deployment team • Verify the existence of the required electrical and environmental equipment prior to the installation • Ensure Nexus employees and any subcontractors conform to customer's reasonable workplace policies, conditions, and safety regulations that are consistent with Nexus' obligations herein and that are provided to Nexus in writing prior to commencement of the services; provided, however, that Nexus' personnel or subcontractors shall not be required to sign individual agreements with the customer or waive any personal rights. Customer responsibilities include: • Designate a single point of contact to whom all Nexus communications may be addressed and who has authority to act on all aspects of the services. This primary contact is identified in Section 1 and will be available during normal business hours. • Designate a backup contact when the primary customer contact is not available, who has the authority to act on all aspects of the services in the absence of the primary contact. • Unless otherwise agreed to by the parties, provide information and documentation required by Nexus within two (2) business days of Nexus' request. • Notify Nexus of any hardware and/or software upgrades or any other changes within the customer's network at least thirty (30) business days prior to the upgrade. • Notify Nexus of any installation scheduling change at least seventy-two (72) hours prior to the originally scheduled installation date. Scheduling changes and/or cancellations made after this 72-hour window may be subject to Nexus' then current cancellation penalty charge. City of National City — Statement of Work Proprietary and Confidential 12 EXHIBIT A Nexus )) Statement of Work • When requested by Nexus, provide customer site building layouts, including the floor plans, location of cables, and power sources. • Supply the workplace policies, conditions, and environment in effect at the customer site. City of National City — Statement of Work 13 Proprietary and Confidential EXHIBIT A Nexus )) Statement of Work 4 Change Management Process It may become necessary to amend this SoW for reasons including, but not limited to, the following: • City of National City' changes to the SoW and/or specifications for the services. • City of National City' changes to the project plan. • Unavailability of resources that are beyond either party's control. • Environmental or architectural conditions not previously identified In the event either party desires to change this SoW, the following procedures shall apply: • The party requesting the change will deliver a Change Order Form to the other party. The Change Order Form will describe the nature of the change, the reason for the change, and the effect the change will have on the scope of work, which may include changes to the deliverables and/or the schedule. • A Change Order Form may be initiated either by the Customer or by Nexus for any changes to the SoW. The Project Coordinator of the requesting party will review the proposed change with his/her counterpart. The parties will evaluate the Change Order Form and negotiate in good faith the changes to the services and the additional charges, if any, required to implement the change order. If both parties agree to implement the change order, the appropriate authorized representatives of the parties will sign the change order, indicating the acceptance of the changes by the parties. • Upon execution of the Change Order Form, the Change Order Form will be incorporated into the SoW. • Nexus is under no obligation to proceed with the Change Order Form until such time as the Change Order Form has been agreed upon by both parties. • Whenever there is a conflict between the terms and conditions set forth in a fully executed change order and those set forth in the original SoW, or previous fully executed change order, the terms and conditions of the most recent fully executed change order shall prevail. City of National City — Statement of Work Proprietary and Confidential 14 EXHIBIT A Nexus )) Statement of Work 5 Assumptions The following assumptions, together with those detailed elsewhere, were made to create this Statement of Work. Should any of these assumptions prove to be incorrect or incomplete then Nexus may modify the price, scope of work, or milestones. Any such modifications shall be managed by the Change Management Procedure. 5.1 General Assumptions • City of National City is responsible for any shipping and insurance charges, if any, to transport equipment from the staging facility to the installation site(s). • Delays caused by the lack of completed site preparation or City of National City' failure to meet any responsibilities specified in this SoW shall be billed at Nexus time and materials rates including travel and other expenses. Any additional costs incurred by the customer as a result of delays shall be the sole responsibility of the customer. • Unless otherwise agreed to by the parties, a response will take place within two (2) business days of Nexus' request for documentation or information needed for the project. • Customer has delivered to Nexus all of the required paperwork for processing. • Nexus requires an average of three weeks to schedule resources for the project start from the time all completed contracts are received and processed. • Resources from various Nexus offices may be utilized, as needed, to provide a full scope of technical expertise. • Any product or service delivery dates communicated to the customer outside of this SoW or the project plan is not to be considered valid or binding. • Requests for support or services outside of this SoW require written approval by the customer and acceptance by the Nexus Project Manager and may result in additional charges to the customer. • If the project extends beyond the timeline specified in the project plan due to delays caused by parties other than Nexus and its subcontractors, additional charges may apply. • All SoW activities, with the exception of cutover, will be conducted during normal business hours, Monday through Friday, 8 am to 5 pm. • Any services outside the scope of this project will be provided on a time and materials basis. • Customer change orders will be billed at current labor and material rates and will be due and payable upon receipt. City of National City — Statement of Work 15 Proprietary and Confidential EXHIBIT A Nexus )) Statement of Work 6 Statement of Work Signoff Customer Agreement of Terms Nexus Agreement of Terms I do hereby agree to the solution as set forth within this Statement of Work. Name: I do hereby agree to the solution as set forth within this Statement of Work. Name: Title: Title: Signature: Signature: Date: Date: City of National City — Statement of Work Proprietary and Confidential N E) ^U.:S » A D.M.NSION DATA COMPANY Office: San Diego Address: 6730 Flanders Dr. Suite 100 City/State/Zip: San Diego CA 92121 URL: http://www.nexusis.com/ National City Account Manager: Lisa Waelde Phone Number: 858-427-2691 Inside AM: Tim Kidd Phone Number: 949-265-6014 Schedule A dimension data Quote Name: NationalCity A-86389 v11 Network VOIP Quote Number: A-86389 Valid Until: 5/18/2015 LINE# PART# Q1Y DESCRIPTION EXT. PRICE UNIT PRICE MONTH DISC. LIST PRICE Additional Materials 1 Recording Server 20 User 2 PID10134 3 PID10150 4 Paging 5 IPTA-M1Y-B 6 I PTA -PI -PG 7 IPTA-PG-APL 8 GNR-Material 9 GNR-SUBMATERIAL 10 UPS 11 SMX2000RMLV2U Network\City Hall 12 WS-C4500X-32SFP+ 13 C4KX-NM-BLANK 14 C4KX-PWR-BLANK 15 C4KX-PWR-750AC-R 16 CAB-US515-C15-US 17 S45XU-37E 18 C4500X-IP-ES 19 SFP-10G-LRM 20 CON-SNTP-C45X32SF 21 WS-C2960X-48FPS-L 22 SFP-10G-LRM= 23 CAB-16AWG-AC 24 C2960X-STACK 25 CAB-STK-E-0.5M 26 CON-SNTP-WSC294SL Network\Fire Station #31 27 WS-C2960X-24PD-L 28 SFP-10G-LRM= 29 CAB-16AWG-AC 30 C2960X-STACK 31 CAB-STK-E-0 5M 20 350 1 8 Uptivity Call Recording, using Record On -Demand functionality. Maint For Call Recording Maint for paging Server Gateway Site Gateway GNR-Material 6 APC Smart -UPS X 2000VA Rack/Tower LCD 100-127V Additional Materials 2 Catalyst 4500-X 32 Port 10G IP Base. Front -to -Back, No P/S 2 Catalyst 4500X Network Module Blank 2 Catalyst 4500X power supply Blank 2 Catalyst 4500X 750W AC front to back cooling power supply 2 NEMA 5-15 to IEC-C15 8ft US 2 CAT4500-X Universal Image 2 IP Base to Ent. Services license for 32 Port Catalyst 4500-X 50 10GBASE-LRM SFP Module 2 SMARTNET 24X7X4 Catalyst 4500-X 32 Port 10G IP Base, Fro 3 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G SFP, LAN Base 6 10GBASE-LRM SFP Module 3 AC Power cord, 16AWG 3 Catalyst 2960-X FlexStack Plus Stacking Module 3 Cisco FlexStack 50cm stacking cable 3 SMARTNET 24X7X4 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G Network\City Hall Catalyst 2960-X 24 GigE PoE 370W. 2 x 10G SFP+, LAN Base 2 10GBASE-LRM SFP Module 1 AC Power cord, 16AWG 1 Catalyst 2960-X FlexStack Plus Stacking Module 1 Cisco FlexStack 50cm stacking cable $0.00 $4,666.60 $1,416.67 $6,083.27 $0.00 $2,100.00 $552.78 $3,728.88 $6,381.66 $0.00 $3,407.39 $3,407.39 $0.00 $6,840.00 $6,840.00 $22,712.32 $28,000.00 $0.00 $0.00 $2,000.00 $0.00 $0.00 $8,000.00 $0.00 $233.33 $1,416.67 $0.00 $6.00 $552.78 $466.11 $0.00 $3,407.39 $0.00 $1,140.00 $14,000.00 50.00% Included Included $1,000.00 50.00% $0.00 $0.00 $4,000.00 50.00% $28,000.00 $2,000 00 $8,000.00 $24,875.00 $497.50 50.00% $995.00 $4,896.00 $2,448.00 15.00% $2,880.00 12 $67,771.00 $9,892.50 $3,297.50 50.00% $6,595.00 $2,985.00 $0.00 $1, 792.50 $0.00 $1, 616.70 $16,286.70 $84,057.70 $2,297.50 $995.00 $0.00 $597.50 $0.00 $497.50 50.00% $995.00 $0.00 $597.50 50.00% $1,195.00 $0.00 $538.90 15.00% $634.00 $2,297.50 $497.50 $0.00 $597.50 $0.00 12 50.00% 50.00% 50.00% $4,595.00 $995.00 $1,195.00 32 _ .-SNTP-WSC604DL 1 SMARTNET 24X7X4 Catalyst 2960-X 24 GigE P N, 2 x 10 $375.70 $375.70 15.00% $442. 12 Network\Fire Station #34 33 WS-C2960X-24PD-L 34 SFP-10G-LRM= 35 CAB-16AWG-AC 36 C2960X-STACK 37 CAB-STK-E-0.5M 38 CON-SNTP-WSC604DL 39 WS-C2960X-48FPS-L 40 SFP-10G-LRM= 41 CAB-16AWG-AC 42 C2960X-STACK 43 CAB-STK-E-0.5M 44 CON-SNTP-WSC294SL Network\Library 45 WS-C2960X-48FPS-L 46 SFP-10G-LRM= 47 CAB-16AWG-AC 48 C2960X-STACK 49 CAB-STK-E-0.5M 50 CON-SNTP-WSC294SL 51 WS-C2960X-48FPS-L '., 52 SFP-10G-LRM= _.t# 53 CAB-16AWG-AC 54 C2960X-STACK 55 CAB-STK-E-0.5M 56 CON-SNTP-WSC294SL Network\Nutrition Center 57 WS-C2960X-24PD-L 58 SFP-10G-LRM= 59 CAB-16AWG-AC 60 C2960X-STACK 61 CAB-STK-E-0.5M 62 CON-SNTP-WSC604DL Network\Police Department 63 WS-C2960X-24PD-L 64 SFP-10G-LRM= 65 CAB-16AWG-AC 66 C2960X-STACK 67 CAB-STK-E-0.5M 68 CON-SNTP-WSC604DL 69 WS-C2960X-48FPS-L $4,265.70 Network\Fire Station #31 Catalyst 2960-X 24 GigE PoE 370W, 2 x 10G SFP+, LAN Base 2 10GBASE-LRM SFP Module 1 AC Power cord, 16AWG 1 Catalyst 2960-X FlexStack Plus Stacking Module 1 Cisco FlexStack 50cm stacking cable 1 SMARTNET 24X7X4 Catalyst 2960-X 24 GigE PoE 370W, 2 x 10 1 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G SFP, LAN Base 2 10GBASE-LRM SFP Module 1 AC Power cord, 16AWG 1 Catalyst 2960-X FlexStack Plus Stacking Module 1 Cisco FlexStack 50cm stacking cable 1 SMARTNET 24X7X4 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G Network\Fire Station #34 4 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G SFP, LAN Base 8 10GBASE-LRM SFP Module 4 AC Power cord, 16AWG 4 Catalyst 2960-X FlexStack Plus Stacking Module 4 Cisco FlexStack 50cm stacking cable 4 SMARTNET 24X7X4 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G 2 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G SFP, LAN Base 4 10GBASE-LRM SFP Module 2 AC Power cord, 16AWG 2 Catalyst 2960-X FlexStack Plus Stacking Module 2 Cisco FlexStack 50cm stacking cable 2 SMARTNET 24X7X4 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G 1 Catalyst 2960-X 24 GigE PoE 370W, 2 x 10G SFP+, LAN Base Network\Library 2 10GBASE-LRM SFP Module 1 AC Power cord, 16AWG 1 Catalyst 2960-X FlexStack Plus Stacking Module 1 Cisco FlexStack 50cm stacking cable 1 SMARTNET 24X7X4 Catalyst 2960-X 24 GigE PoE 370W, 2 x 10 Network\Nutrition Center Catalyst 2960-X 24 GigE PoE 370W, 2 x 10G SFP+, LAN Base 10GBASE-LRM SFP Module AC Power cord, 16AWG Catalyst 2960-X FlexStack Plus Stacking Module Cisco FlexStack 50cm stacking cable SMARTNET 24X7X4 Catalyst 2960-X 24 GigE PoE 370W, 2 x 10 Catalyst 2960-X 48 GigE PoE 740W. 4 x 1G SFP, LAN Base 10GBASE-LRM SFP Module AC Power cord, 16AWG $4,265.70 $2,297.50 $995.00 $0.00 $597.50 $0.00 $375.70 $4,265.70 $3,297.50 $995.00 $0.00 $597.50 $0.00 $538.90 $5,428.90 $9,694.60 $13,190.00 $3,980.00 $0.00 $2,390.00 $0.00 $2.155.60 $21,715.60 $6,595.00 $1,990.00 $0.00 $1,195.00 $0.00 $1,077.80 $10,857.80 $32,573.40 $2,297.50 $995.00 $0.00 $597.50 $0.00 $375.70 $4,265.70 $4,265.70 $2,297.50 $497.50 $0.00 $597.50 $0.00 $375.70 $3,768.20 $3,297.50 $497.50 $2,297.50 $497.50 $0.00 $597.50 $0.00 $375.70 $3,297.50 $497.50 $0.00 $597.50 $0.00 $538.90 $3,297.50 $497.50 $0.00 $597.50 $0.00 $538.90 $3,297.50 $497.50 $0.00 $597.50 $0.00 $538.90 $2,297.50 $497.50 $0.00 $597.50 $0.00 $375.70 $2,297.50 $497.50 $0.00 $597.50 $0.00 $375.70 $3,297.50 $497.50 12 12 12 12 12 12 50.00% $4,595.00 50.00% $995.00 50.00% $1,195.00 15.00% $442.00 50.00% $6,595.00 50.00% $995.00 50.00% $1,195.00 15.00% $634.00 50.00% $6,595.00 50.00% $995.00 50.00% $1,195.00 15.00% $634.00 50.00% $6,595.00 50.00% $995.00 50.00% $1,195.00 15.00% $634.00 50.00% $4,595.00 50.00% $995.00 50.00% $1,195.00 15.00% $442.00 50.00% $4,595.00 50.00% $995.00 50.00% $1,195.00 15.00% $442.00 50.00% $6,595.00 50.00% $995.00 70 SFP-10G-LRM= 71 CAB-16AWG-AC $0.00 $0.00 72 C2960X-STACK 73 CABSTK-E-0.5M 74 CON-SNTP-WSC294SL 75 WS-C2960X-48FPS-L 76 SFP-10G-LRM= 77 CAB-16AWG-AC 78 C2960X-STACK 79 CAB-STK-E-0.5M 80 CON-SNTP-WSC294SL Network%Senior Center 81 WS-C2960X-24PD-L 82 SFP-10G-LRM= 83 CAB-16AWG-AC 84 C2960X-STACK 85 CAB-STK-E-0.5M 86 CON-SNTP-WSC604DL Phones\City Hall 87 CP-8811-K9= 88 CON-SNT-CP8811K9 89 BE7K-K9 90 BE7K-SW-9X10X 91 CIT2-A03-D300GA2 92 CIT2-CPU-E5-2640 93 CIT2-MR-1X082RY-A 94 CIT2-PCIE-IRJ45 95 CIT2-PSU2-1200 96 CIT2-RAID-9271CV 97 R2XX-RAID5 98 VMW-VS5-HYP-K9 99 VMW-VS5-SNS 100 CAB-9K12A-NA 101 CON-SNTP-BE7KK91P 102 R-VMW-UC-FND5-K9 103 VMW-UC-FND5-SNS 104 R-CUWL-STD-K9 105 EXPWY-VE-C-K9 106 EXPWY-VE-E-K9 107 LIC-EXP-AN 108 LIC-EXP-E 109 LIC-EXP-E-PAK 110 LIC-EXP-GW 111 LIC-EXP-SERIES 112 LIC-EXP-TURN 113 LIC-SW-EXP-K9 114 LIC-UWL-STD-SLED-A 115 SW-EXP-8.X-K9 116 UCM-IOX-UWL-STD 117 U XN-10X-SC-PORTS 118 "d-10X-UWL-STD Catalyst 2960-X FlexStack Plus Stacking Module Cisco FlexStack 50cm stacking cable SMARTNET 24X7X4 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G 5 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G SFP, LAN Base 5 10GBASE-LRM SFP Module 5 AC Power cord, 16AWG 5 Catalyst 2960-X FlexStack Plus Stacking Module 5 Cisco FlexStack 50cm stacking cable 5 SMARTNET 24X7X4 Catalyst 2960-X 48 GigE PoE 740W, 4 x 1G 34 34 2 2 24 4 NetworktPolice Department Catalyst 2960-X 24 GigE PoE 370W, 2 x 10G SFP+, LAN Base 10GBASE-LRM SFP Module AC Power cord, 16AWG Catalyst 2960-X FlexStack Plus Stacking Module Cisco FlexStack 50cm stacking cable SMARTNET 24X7X4 Catalyst 2960-X 24 GigE PoE 370W, 2 x 10 Network\Senior Center Cisco IP Phone 8811 Series SMARTNET 8X5XNBD Cisco IP Phone 8811 Series Cisco Business Edition 7000 Syr (M3), Export Restricted SW Media (no lic) for Cisco Collaboration 9.x 10.x 300GB 6Gb SAS 10K RPM SFF HDD/hot plug/drive sled mounted 2.50 GHz E5-2640/95W 6C/15MB Cache/DDR3 1333MHz 16 8GB DDR3-1333-MHz RDIMM/PC3-10600/2R/1.35v 4 Intel i350 Quad Port 1Gb Adapter 4 1200W 2u Power Supply For UCS 2 MegaRAID 9271CV Raid card with 8 intemal SAS/SATA parts, S 2 Enable RAID 5 Setting 2 Cisco UC Virt. Hypervisor 5.x (2-socket) 2 Cisco UC Virt. Hypervisor 5.x - SnS 4 Power Cord, 125VAC 13A NEMA 5-15 Plug, North America 2 SMARTNET 24X7X4 Cisco BE7000 UCS C240M3 TRC2 Srv,RST 2 Cisco UC Virt. Foundation 5.x (2-Socket) 2 Cisco UC Virt. Foundation 5.x SnS 1 Unified Workspace Licensing - Top Level for STD - 9.x 6 Cisco Expressway-C Server, Virtual Edition 6 Cisco Expressway-E Server, Virtual Edition 6 Enable Advanced Networking Option 6 Enable Expressway-E Feature Set 1 Expressway Series, Expressway-E PAK 12 Enable GW Feature (H323-SIP) 12 Enable Expressway Series Feature Set 6 Enable TURN Relay Option 12 License Key Software Encrypted 281 Services Mapping SKU, Under 1K UWL STD users 1 Software Image for Expressway with Encryption, Version X8 281 UC Manager 10.x CUWL STD Users 1 Unity Connection 10.x SpeechConnect Ports 281 Unity Connection 10.x CUWL STD Users $597.50 $597.50 $0.00 $0.00 $538.90 $538.90 12 $4,931.40 $16,487.50 $3,297.50 $2,487.50 $497.50 $0.00 $0.00 $2,987.50 $597.50 $0.00 $0.00 $2,694.50 $538.90 12 $24,657.00 $33,356.60 $2,297.50 $2,297.50 $497.50 $497.50 $0.00 $0.00 $597.50 $597.50 $0.00 $0.00 $375.70 $375.70 12 $3,768.20 $3,768.20 $7,565.00 $222.50 $462.40 $13.60 12 $8,027.40 $23,468.00 $11,734.00 $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 $0.00 $914.60 $457.30 12 $24,382.60 $2,499.00 $1,249.50 $0.00 Included $2,499.00 $0.00 $0.00 $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0 00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included 50.00% $1,195.00 15.00% $634.00 50.00% $6,595.00 50.00% $995.00 50.00% $1,195.00 15.00% $634.00 50.00% 50.00% 50.00% 15.00% 50.00% 15.00% 50.00% 15.00% 50.00% $4,595.00 $995.00 $1,195.00 $442.00 $445.00 $16.00 $23,468.00 $538.00 $2,499.00 119 UWL-STD-PAK 120 WBX-IM1-NH-UWL 121 WEBEX-UWL-S-PAK 122 LIC-UWL-STD-A 123 UCXN8-UWL-USR 124 NEW-UWL-STD-SLED 125 UCAPPS-SW-10.X-K9 126 CON-ECMU-SSLEDA 127 MIGE-CMAPP-UWL-STD 128 OTHER-APP 129 UC-B.X-OR-EARLIER 130 CON-ECMU-RCUWLSK9 131 CON-ECMU-LICUWLT 132 C2911-CME-SRST/K9 133 134 135 136 137 PW R-2911-AC FL-CME S29UK9-15403M HWIC-BLANK SM-S-BLANK 138 FL-CME-SRST-25 139 FL-CUBEE-5 140 ISR-CCP-EXP 141 MEM-2900-512MB-DEF 142 MEM-CF-256MB 143 SL-29-IPB-K9 144 SL-29-UC-K9 145 VIC2-4FXO 146 CAB -AC 147 CON-SNTP-2911CMST 148 VWIC3-2MFT-T1/E1 149 PVDM3-16U64 150 R-EMRGNCY-RSPNDR 151 ER10-PAK 152 ER10-USR-1 153 CON-ECMU-ER10USR1 154 ER10-SW-K9 155 CON-ECMU-EMRGNCY 156 SP-INFORMACST-250= 157 SP-PRODUCTS-TERMS 158 SP-INFORMACST-50= 159 SP-PRODUCTS-TERMS 160 SP-INFORMACST-50= 161 SP-PRODUCTS-TERMS 162 VG204XM 163 CAB-ETH-S-RJ45 164 PWR-30W-AC 165 SVG2XIPV-15403M 166 CAB -AC 2 2 1 1 321 321 1 1 1 1 1 CUWL STD 9.x & 10.x PAK 331 Included WebEx Messenger Users (1 Year Term) 1 WebEx PAK for CUWL Standard 50 Services Mapping SKU, Under 1K UWL STD users 50 Unity Connection 8.x User 281 New CUWL Standard Edition Usr, SLED/Govt/Edu Only, 1 Usr 1 Version 10.x Software Kit 281 SWSS UPGRADES Services Mapping SKU, Under 1K UWL STD 50 Migrate Enhanced UCM UCAPP single user to STD - install base 1 Migrating from Other Application to CUWL 1 Version 8.x or Earlier 1 SWSS UPGRADES Unified W-space Lic - Top Level for STD 50 SWSS UPGRADES Services Mapping SKU 2 2911 Voice Bundle w/PVDM3-16,FL-CME-SRST-25,UC Lic,FL-CUBE10 2 Cisco 2911 AC Power Supply 2 Cisco Communications Manager Express License 2 Cisco 2901-2921 IOS UNIVERSAL 4 Blank faceplate for HWIC slot on Cisco ISR 2 Removable faceplate for SM slot on Cisco 2900,3900,4400 ISR 2 Communication Manager Express or SRST - 25 seat license 4 Unified Border Element Enterprise License - 5 sessions 2 Cisco Config Pro Express on Router Flash 2 512MB DRAM for Cisco 2901-2921 ISR (Default) 2 256MB Compact Flash for Cisco 1900, 2900, 3900 ISR 2 IP Base License for Cisco 2901-2951 2 Unified Communication License for Cisco 2901-2951 2 Four -port Voice Interface Card - FXO (Universal) 2 AC Power Cord (North America), C13, NEMA 5-15P, 2.1m 2 SMARTNET 24X7X4 2911 Voice Bundle w/ UC License PAK 2-Port 3rd Gen Multiflex Trunk Voice/WAN Int. Card - T1/E1 PVDM3 16-channel to 64-channel factory upgrade EMRGNCY RSPNDR ESD EMRGNCY RSPNDR 10.X PAK EMRGNCY RSPNDR USR LIC 1 PHN FOR NEW 10X SYSTEM SWSS UPGRADES EMRGNCY RSPNDR USR LIC 1 PHN FOR NEW 10X EMRGNCY RSPNDR 10 SW NEW SWSS UPGRADES EMRGNCY RSPNDR InformaCast - 250 End Point Licenses Buyer Acceptance of SolutionsPlus Terms and Conditions InformaCast - 50 End Point Licenses Buyer Acceptance of SolutionsPlus Terms and Conditions InformaCast - 50 End Point Licenses Buyer Acceptance of SolutionsPlus Terms and Conditions Cisco VG204XM Analog Voice Gateway Yellow Cable for Ethernet, Straight -through, RJ-45, 6 feet Power Supply 30 Watt AC Cisco VG20X Series IOS IP VOICE AC Power Cord (North America), C13, NEMA 5-15P, 2.1m $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $45,662.50 $162.50 $0.00 $0.00 $9,315.15 $33.15 12 $1,250.00 $25.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 12 $1,657.50 $33.15 12 $57,885.15 $4,095.00 $2,047.50 $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $0.00 Included $880.00 $440.00 $0.00 $0.00 $1,196.80 $598.40 12 $2,200.00 $1,100.00 $2,250.00 $1,125.00 $10,621.80 $0.00 $0.00 $0.00 Included $3,210.00 $10.00 $545.70 $1.70 12 $0.00 $0.00 $0.00 $0.00 12 $3,755.70 $4,500.00 $4,500.00 $0.00 $0.00 $4,500.00 $1,375.00 $1,375.00 $0.00 $0.00 $1,375.00 $1,375.00 $1,375.00 $0.00 $0.00 $1,375.00 $647.50 $647.50 $0.00 Included $0.00 Included $0.00 $0.00 $0.00 $0.00 50.00% $325.00 15.00% $39.00 50.00% $50.00 15.00% $39.00 50.00% $4,095.00 50.00% $880.00 15.00% $704.00 50.00% $2,200.00 50.00% $2,250.00 50.00% $20.00 15.00% $2.00 50.00% $9,000.00 50.00% $2,750.00 50.00% $2,750.00 50.00% $1,295.00 167 CON-SNTP-VG204XM 168 CP-7821-K9= 169 CON-SNT-CP7821K9 170 R-UCL-UCM-LIC-K9 171 LtC-CUCM-IOX-ESS 172 PC-10X-STANDARD-K9 173 UCM-PAK 174 LIC-CUCM-10X-ESS-A 175 CON-ECMU-LICCUESA 176 CUCM-VERS-10.X 177 CON-ECMU-RUCLUCK9 Phones\Fire Station #31 178 CP-8811-K9= 179 CON-SNT-CP8811K9 180 VG204XM 181 CAB-ETH-S-RJ45 182 PWR-30W-AC 183 SVG2XIPV-15403M 184 CAB -AC 185 CON-SNTP-VG204XM 186 CP-7821-K9= 187 CON-SNT-CP7821K9 Phones\Fire Station #34 188 CP-8811-K9= 189 CON-SNT-CP8811K9 190 VG204XM 191 CAB-ETH-S-RJ45 192 PWR-30W-AC 193 SVG2XIPV-15403M 194 CAB -AC 195 CON-SNTP-VG204XM 196 CP-7821-K9= 197 CON-SNT-CP7821K9 Phones\Library 198 CP-8811-K9= 199 CON-SNT-CP8811K9 200 VG204XM 201 CAB-ETH-S-RJ45 202 PWR-30W-AC 203 SVG2XIPV-15403M 204 CAB -AC 205 CON-SNTP-VG204XM 206 CP-7821-K9= 207 CON-SNT-CP7821K9 PhoneslMLK 208 209 C " NT-CP8811K9 CP-8811-K9= SMARTNET 24X7X4 Cisco VG204 Analog V 72 Cisco UC Phone 7821 72 SMARTNET 8X5XNBD Cisco UC Phone 7821 1 Top Level SKU For 9.x/10.x User License - eDelivery 40 UC Manager Essential 10.x License 1 Prime Collaboration Standard 10.x 1 UCM 9X/10X PAK 40 UC Manager-10.x Essential User License User -Under 1K 40 SWSS UPGRADES UC Manager-10.x Esse 1 CUCM Software Version 10.X 1 SWSS UPGRADES Top Level SKU For 9. 2 Cisco IP Phone 8811 Series 2 SMARTNET 8X5XNBD Cisco IP Phone 8811 Series Cisco VG204XM Analog Voice Gateway Yellow Cable for Ethernet, Straight -through, RJ-45, 6 feet Power Supply 30 Watt AC Cisco VG20X Series IOS IP VOICE AC Power Cord (North America), C13, NEMA 5-15P, 2 1 m SMARTNET 24X7X4 Cisco VG204 Analog V Cisco UC Phone 7821 SMARTNET 8X5XNBD Cisco UC Phone 7821 7 Cisco IP Phone 8811 Series 7 SMARTNET 8X5XNBD Cisco IP Phone 8811 Series $141.10 $141.10 12 15.00% $166.00 $788.60 $9,180.00 $127.50 50.00% $255.00 $612.00 $8.50 12 15.00% $10.00 $9,792.00 $0.00 $0.00 $0.00 Included $0.00 Included $0.00 Included $800.00 $20.00 50.00% $40.00 $170.00 $4.25 12 15.00% $5.00 $0.00 $0.00 $0.00 $0.00 12 $970.00 Phones\City Hall $125,972.25 PhoneslFire Station #31 Cisco VG204XM Analog Voice Gateway Yellow Cable for Ethernet, Straight -through, RJ-45, 6 feet Power Supply 30 Watt AC Cisco VG20X Series IOS IP VOICE AC Power Cord (North America), C13, NEMA 5-15P. 2.1 m SMARTNET 24X7X4 Cisco VG204 Analog V 9 Cisco UC Phone 7821 9 SMARTNET 8X5XNBD Cisco UC Phone 7821 PhoneslFire Station #34 20 Cisco IP Phone 8811 Series 20 SMARTNET 8X5XNBD Cisco IP Phone 8811 Series Cisco VG204XM Analog Voice Gateway Yellow Cable for Ethernet, Straight -through, RJ-45, 6 feet Power Supply 30 Watt AC Cisco VG20X Series IOS IP VOICE AC Power Cord (North America), C13, NEMA 5-15P, 2.1m SMARTNET 24X7X4 Cisco VG204 Analog V 20 Cisco UC Phone 7821 20 SMARTNET 8X5XNBD Cisco UC Phone 7821 13 Cisco IP Phone 8811 Series 13 SMARTNET 8X5XNBD Cisco IP Phone 8811 Seri PhonestLibrary $445.00 $222.50 50.00% $445.00 $27.20 $13.60 12 15.00% $16.00 $472.20 $647.50 $647.50 50.00% $1,295.00 $0.00 Included $0.00 Included $0.00 $0.00 $0.00 $0.00 $141.10 $141.10 12 15.00% $166.00 $788.60 $127.50 $127.50 50.00% $255.00 $8.50 $8.50 12 15.00% $10.00 $136.00 $1,396.80 $1,557.50 $222.50 50.00% $445.00 $95.20 $13.60 12 15.00% $16.00 $1,652.70 $647.50 $647.50 50.00% $1,295.00 $0.00 Included $0.00 Included $0.00 $0.00 $0.00 $0.00 $141.10 $141.10 12 15.00% $166.00 $788.60 $1,147.50 $127.50 50.00% $255.00 $76.50 $8.50 12 15.00% $10.00 $1,224.00 $3,665.30 $4,450.00 $222.50 50.00% $445.00 $272.00 $13.60 12 15.00% $16.00 $4,722.00 $647.50 $647.50 50.00% $1,295.00 $0.00 Included $0.00 Included $0.00 $0.00 $0.00 $0.00 $141.10 $141.10 12 15.00% $166.00 $788.60 $2,550.00 $127.50 50.00% $255.00 $170.00 $8.50 12 15.00% $10.00 $2,720.00 $8,230.60 $2,892.50 $222.50 50.00% $176.80 $13.60 12 15.00% $445.00 $16.00 210 VG204XM 211 CAB-ETH-S-RJ45 212 PWR-30W-AC 213 SVG2XIPV-15403M 214 CAB -AC 215 CON-SNTP-VG204XM 216 CP-7821-K9= 217 CON-SNT-CP7821K9 Phones\Nutrition Center 218 CP-8811-K9= 219 CON-SNT-CP8811K9 220 VG204XM 221 CAB-ETH-S-RJ45 222 PWR-30W-AC 223 SVG2XIPV-15403M 224 CAB -AC 225 CON-SNTP-VG204XM 226 CP-7821-K9= 227 CON-SNT-CP7821K9 Phones\Police Department 228 CP-8811-K9= 229 CON-SNT-CP8811K9 230 VG204XM 231 CAB-ETH-S-RJ45 232 PWR-30W-AC 233 SVG2XIPV-15403M 234 CAB -AC 235 CON-SNTP-VG204XM 236 CP-7821-K9= 237 CON-SNT-CP7821K9 Phones\Public Works 238 CP-8811-K9= 239 CON-SNT-CP8811K9 240 VG204XM 241 CAB-ETH-S-RJ45 242 PWR-30W-AC 243 SVG2XIPV-15403M 244 CAB -AC 245 CON-SNTP-VG204XM 246 CP-7821-K9= 247 CON-SNT-CP7821 K9 Phones\Senior Center 248 CP-8811-K9= 249 CON-SNT-CP8811K9 250 VG204XM 251 CAB-ETH-S-RJ45 Cisco VG204XM Analog Voice Gateway Yellow Cable for Ethernet, Straight -through, RJ-45, 6 feet Power Supply 30 Watt AC Cisco VG20X Series IOS IP VOICE AC Power Cord (North America), C13, NEMA 5-15P, 2.1m SMARTNET 24X7X4 Cisco VG204 Analog V 13 Cisco UC Phone 7821 13 SMARTNET 8X5XNBD Cisco UC Phone 7821 Phones\MLK Cisco IP Phone 8811 Series SMARTNET 8X5XNBD Cisco IP Phone 8811 Series Cisco VG204XM Analog Voice Gateway Yellow Cable for Ethernet, Straight -through, RJ-45, 6 feet Power Supply 30 Watt AC Cisco VG20X Series IOS IP VOICE AC Power Cord (North America), C13, NEMA 5-15P, 2.1m SMARTNET 24X7X4 Cisco VG204 Analog V 2 Cisco UC Phone 7821 2 SMARTNET 8X5XNBD Cisco UC Phone 7821 Phones\Nutrition Center 59 Cisco IP Phone 8811 Series 59 SMARTNET 8X5XNBD Cisco IP Phone 8811 Series 2 Cisco VG204XM Analog Voice Gateway 2 Yellow Cable for Ethernet, Straight -through, RJ-45, 6 feet 2 Power Supply 30 Watt AC 2 Cisco VG20X Series IOS IP VOICE 2 AC Power Cord (North America), C13, NEMA 5-15P, 2.1m 2 SMARTNET 24X7X4 Cisco VG204 Analog V 56 Cisco UC Phone 7821 56 SMARTNET 8X5XNBD Cisco UC Phone 7821 Phones\Police Department 5 Cisco IP Phone 8811 Series 5 SMARTNET 8X5XNBD Cisco IP Phone 8811 Series Cisco VG204XM Analog Voice Gateway Yellow Cable for Ethernet, Straight -through, RJ-45, 6 feet Power Supply 30 Watt AC Cisco VG20X Series IOS IP VOICE AC Power Cord (North America), C13, NEMA 5-15P, 2.1m SMARTNET 24X7X4 Cisco VG204 Analog V 5 Cisco UC Phone 7821 5 SMARTNET 8X5XNBD Cisco UC Phone 7821 Cisco IP Phone 8811 Series SMARTNET 8X5XNBD Cisco IP Phone 8811 Series $3,069.30 $647.50 $0.00 $0.00 $0.00 $0.00 $141.10 $788.60 $1,657.50 $110.50 $1,768.00 Phones\Public Works Cisco VG204XM Analog Voice Gateway Yellow Cable for Ethernet, Straight -through, RJ-45, 6 feet $5,625.90 $222.50 $13.60 $236.10 $647.50 $0.00 $0.00 $0.00 $0.00 $141.10 $788.60 $255.00 $17.00 $272.00 $1,296.70 $13,127.50 $802.40 $13,929.90 $1,295.00 $0.00 $0.00 $0.00 $0.00 $282.20 $1, 577.20 $7,140.00 $476.00 $7,616.00 $23,123.10 $1,112.50 $68.00 $1,180.50 $647.50 $0.00 $0.00 $0.00 $0.00 $141.10 $788.60 $637.50 $42.50 8680.00 $2,649.10 $222.50 $13.60 $236.10 $647.50 $0.00 $647.50 50.00% $1,295.0 Included Included $0.00 $0.00 $141.10 $127.50 $8.50 12 15.00% 50.00% 12 15.00% $222.50 $13.60 12 $647.50 Included Included $0.00 $0.00 50.00% 15.00% 50.00% $141.10 12 15.00% $127.50 50.00% $8.50 12 15.00% $222.50 $13.60 12 $647.50 Included Included $0.00 $0.00 50.00% 15.00% 50.00% $141.10 12 15.00% $127.50 50.00% $8.50 12 15.00% $222.50 $13.60 12 $647.50 Included Included $0.00 $0.00 50.00% 15.00% 50.00% $141.10 12 15.00% $127.50 50.00% $8.50 12 15.00% $222.50 $13.60 12 $647.50 Included 50.00% 15.00% 50.00% $166.00 $255.00 $10.00 $445.00 $16.00 $1,295.00 $166.00 $255.00 $10.00 $445.00 $16.00 $1,295.00 $166.00 $255.00 $10.00 $445.00 $16.00 $1,295.00 $166.00 $255.00 $10.00 $445.00 $16.00 $1,295.00 252 PWR-30W-AC 253 SVG2XIPV-15403M 254 CAB -AC 255 CON-SNTP-VG204XM 256 CP-7821-K9= 257 CON-SNT-CP7821K9 1 Power Supply 30 Watt AC 1 Cisco VG20X Series IOS IP VOICE 1 AC Power Cord (North America), C13, NEMA 5-15P, 2.1m 1 SMARTNET 24X7X4 Cisco VG204 Analog V 1 Cisco UC Phone 7821 1 SMARTNET 8X5XNBD Cisco UC Phone 7821 Phones\Senior Center $0.00 $0.00 $0.00 $141.10 $788.60 $127.50 $8.50 $136.00 $1,160.70 Included $0.00 $0.00 $141.10 12 15.00% $127.50 $8.50 12 50.00% 15.00% $166.00 $255.00 $10.00 Engineering Notes: UCM Nexus will install 2 BE7K servers. Nexus will install 1 publisher and 2 subscriber. Nexus will install, program and place 321 phones. Nexus will program up to 10 of each licensed feature. Nexus will install and program 2 2921 Voice gateways. No SRST included. Nexus will program 4 PRI's and 8 FXO ports. Nexus will provide up to 22, 15 user training sessions. Nexus will provide 1 4 hour admin training session. UCN Nexus will install 1 pub and 1 sub. Nexus will program up to 321 voicemail boxes. Nexus will program up to 5 auto attendants. Nexus will import all users from UCM. End user training will be provided during UCM training. Paging Nexus will program 1 Inform cast paging server. Nexus will import all phones from call manager. Up to 350. Nexus will program IP gateways so layer 3 mutticast is not required. Total of 9 Nexus will setup up to 10 paging groups. CER. Nexus will install 1 pub and 1 sub. Nexus will install up to 27 Emergency response locations or 3 per site. Nexus will program SNMP information on all switches included in the schedule A. Call Recording Nexus will install 1 recording server on customer provided server hardware and customer provided windows server software. Nexus will provide the customer with detailed server requirements. Customer is responsible for setting up all hardware and windows software. Nexus team will expect to install recording software only. Customer is responsible for all VMware software. Customer is responsible for all Windows server software and SQL software. Customer is responsible for all storage. CUPS Pilot Nexus will setup a 5 user CUPS pilot. Nexus is only responsible for Cisco side of integrations. Nexus is not responsible for configuring Active directory or exchange. Customer is responsible for rolling out Jabber via Group Policy. Networking. Nexus will program all switches included on the schedule A. Nexus is only responsible for programming protocols supported by the software level of the switches. No Patch cords or cabling are included. Nexus will expect to re use existing patch cables. If any patch cords are needed it will be the customers responsibility. Deliver and install 6 APC UPS units. Nexus is not responsible for programming any equipment or software it is not providing. No patch cords or cabling included with any equipment. Customer is responsible for all patch cords and cabling. This Quote includes Materials, Professional Services and Manufacturer Warranty as indicated above. Installation pricing estimated, pending completed Scope of Work. Additional discounts or trade-in credits applied below are based on a one-time pricing opportunity for this Schedule A only. Equipment Total Warranty & Other Services Total One -Time -Discount: Schedule A Subtotal: $330,237.65 $37,577.02 ($43,545.88) $324,268.79 Nexus Care Subtotal: $0.00 Professional Services Total: $102,366.72 Nexus Care support plan not included. Additional Managed Services will be billed at Time and Materials Rates Shipping & Handling: Estimated Sales Tax (9 % ): Total Investment: $300.00 $25,802.26 $452,737.77 Customer Initials PAYMENT TERMS: $350,371.05 1000/0 Materials, Warranty, Shipping and Taxes Net 30 $50,371.05 50% Professional Services upon Execution of Agreement $51,183.36 50% Professional Services upon Substantial Completion "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 I5 executive authority is strictly prohibited." All products and services are offered subject to the Nexus IS Terms and Condition of Sale available at http:/ /goo.gl/vRwZOe and which are incorporated herein by reference. Nexus IS's offer to sell such products or services and its obligation to perform are expressly conditional upon Customer's acceptance of these Terms and Conditions of Sale without additional or different terms. Customer may accept Nexus IS's offer by issuing a purchase order and such action shall be deemed to be Customer's unconditionally acceptance of the Terms and Conditions of Sale. Customer acknowledges and agrees that it has the ability to access each URL referenced in this quotation. Customer waives any claims or defenses to the validity or enforceability of the T.^,rms and Conditions of Sale arising from any electronic submission of it to Customer. CLIENT SIGNATURE BELOW ACKNOWLEDGES THAT CLIENT HAS READ AND ACCEPTED THE TERMS AND CONDITIONS OF THE ABOVE REFERENCED CONTRACT. THE CLIENT AUTHORIZES NEXUS IS TO OBTAIN CREDIT INFORMATION PRIOR TO ACCEPTING THIS ORDER. Client Name: Title: Signature: Date: Nexus IS Name: Title: Signature: Date: This Budgetary Schedule-M is designed to illustrate and compare service options; final device count and pricing must be validated. Final pricing may be adjusted at time of Service Activation to match actual Device Count. Only a mutually executed Service Agreement and validated Service Activation notification contain contractual terms and conditions. All pricing subject to change RESOLUTION NO. 2015 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH NEXUS IS, INC., IN THE AMOUNT OF $452,738, AND AUTHORIZING A 10% CONTINGENCY IN THE AMOUNT OF $45,274 TO IMPLEMENT A CISCO VOICE OVER IP (VOIP) PHONE SYSTEM WHEREAS, the City of National City's current analog PBX (Public Branch Exchange) phone system was installed on June 16, 1998, and is at end of life for acquisition of replacement parts and software maintenance; and WHEREAS, the City issued a request for proposals ("RFP") on February 9, 2015 to implement a Cisco Voice Over IP Phone system to replace the current NEC NEAX 2400 analog phone system and three responsive proposals submitted; and WHEREAS, after considering such factors as functionality and pricing, the RFP committee recommended Nexus IS, Inc. ("Nexus"); and WHEREAS, the new Cisco Voice Over IP Phone System to be implemented by Nexus will provide the City with a modernized telecommunications infrastructure, providing 321 digital phones with advanced features such as Advanced Call Routing, Voice Mail, Caller ID, and Unified Messaging; and WHEREAS, the City will also realize an upgrade of older networking components at all City facilities on the internal network backbone in support of the Cisco phone system implementation NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement between the City of National City Nexus IS, Inc., in the amount of $452,738 to implement a Cisco Voice Over IP Phone System. BE IT FURTHER RESOLVED that the City Council authorizes a 10% contingency in the amount of $45,274. PASSED and ADOPTED this 16th day of June, 2015. ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney Ron Morrison, Mayor CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk June 24, 2015 Mr. Thomas Lyon Nexus IS, Inc. 27202 West Turnberry Lane, Suite 100 Valencia, CA 91335 Dear Mr. Lyon, On June 16', 2015, Resolution No. 2015-93 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Nexus IS, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: MIS Dept.