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HomeMy WebLinkAboutLogicalis; 2019-10-02; 2019-MPW/IT08DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F 1 FB26486E66 Business and technology working as one Order and Acceptance . -\ y-C( cl:::1 (1~ -:\:t-:lb\ q -'(Y) (>v.::>j IT Di Terms and Conditions of Sale Products, Professional Services, and Service Desk 1. Applicability. Each quotation ("Quotation") and/or Statement of Work ("SOW') (collectively referred to as "Offer Documents") issued by Logicalis, Inc. ("Logicalis") is an offer to sell software, hardware, or Services Sold by Part Number ("Products"), and/or professional services, Service Desk services, or staffing services ("Services") to purchaser, City of Carlsbad ("Customer"), for its own internal use and not for resale. Unless otherwise specified in writing, all Offer Documents are governed by these Terms and Conditions of Sale ("Terms of Sale"). As used in these Terms of Sale, the term "Services Sold by Part Number" refers to services, which, although ordered from Logicalis, are procured from and supplied by a third party (i.e., Logicalis does not directly perform or control the work) and are therefore considered Products. Offer Documents shall be deemed accepted by Customer upon Logicalis' receipt of a purchase order, a signed Offer Document, a signed third party lease agreement for the purchase of Products and/or Services, or through any other conduct that evidences the existence of a contract with respect to the Products and/or Services that are the subject of the Offer Documents. Acceptance of the Offer Documents and these Terms of Sale is expressly limited to the terms contained in the Offer Documents and these Terms of Sale. Logicalis rejects any terms and conditions contained in Customer's forms that are additional to or different from those set forth in the Offer Documents or in these Terms of Sale. Additional Terms for Product Sales 2. Product Returns and Warranty Assistance. (a) Customer acknowledges that Logicalis is reselling all Products purchased by Customer and that Products are manufactured and/or delivered by a third party. (b) To the extent available, Logicalis shall pass through to Customer the manufacturer's warranties for each Product and agrees to facilitate the manufacturer's return policies. In no event will Logicalis provide return or warranty coverage beyond that provided by the manufacturer. Products that are accepted for return are subject to the manufacturer's applicable restocking fees. (c) Customer acknowledges that the terms and conditions governing the use of Products shall be solely between Customer and the manufacturer of such Products. 3. Product Use and Product Warranty Disclaimer. Customer will not use the Products for use in life support, life sustaining, nuclear, or other applications in which failure of such Products could reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. Customer agrees that Logicalis is not liable for any claim or damage arising from such use. LOGICALIS MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE PRODUCTS. LOGICALIS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. 4. Shipment and Risk of Loss for Product Sales. All shipments of Products to Customer will be FOB point of shipment. Insurance coverage, freight charges, transportation costs, and all other expenses applicable to shipment to Customer's identified point of delivery will be the responsibility of Customer. Risk of loss will pass to Customer upon delivery of the Products to the common carrier (regardless of who pays such common carrier) or Customer's representative at the point of shipment. 5. Product Security Interest. Customer grants Logicalis a security interest in the Products detailed in the Quotation as security for payment in full. Customer authorizes Logicalis to file and/or record any documents it deems necessary to perfect this security interest. Terms Applicable to All Sales Additional Terms for Service Sales 6. Limited Warranty for Services. Except for staffing Services, Logicalis represents and warrants that Services will be performed in a good and workmanlike manner according to the generally accepted standards of the industry to which the Services pertain. All Services will be deemed to be in accordance with this warranty if not rejected by Customer in a reasonably detailed writing within five (5) days of performance of the Services. In the event Services are not in conformance with this warranty, Logicalis will take the steps necessary to correct the deficiency at no charge. THIS IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY. 7. Limited Warranty for Staffing. For staffing Services only, Logical is represents and warrants that any consultant provided to Customer will have the qualifications and hold the certifications represented to Customer by Logicalis. Logicalis makes no other representations or warranties with respect to the staffing Services to be provided. 8. Service Warranty Disclaimer. EXCEPT AS PROVIDED FOR UNDER SECTIONS 6 AND 7, LOGICALIS MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE SERVICES. LOGICALIS DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. ALL SERVICE WARRANTIES ARE VOID IF THE SERVICE IS MODIFIED BY ANY PARTY OTHER THAN LOGICALIS OR ITS AUTHORIZED AGENT. 9. Logicalis Property. Logicalis property, including without limitation, equipment, software, and tools which may be furnished or utilized by Logicalis in the performance of Services shall remain the property of Logicalis and shall be immediately returned to Logicalis upon its request or upon completion of the Services. 10. Service Work Assignments. Logicalis retains the right to assign such personnel, including subcontractors, as it deems appropriate to the performance of Services, provided however that Logicalis may not engage subcontractors without Customer's prior written approval (which may include the Customer's acceptance of a SOW which specifies subcontractors to be used). Logicalis shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees. 11. Customer Coordination for Service Sales. Customer will provide a primary point of contact and make available all technical matter, data, information, operating supplies, and computer system(s), as reasonably required by Logicalis. Where applicable, Logicalis will assign a primary contact person for the Services. 12. Price and Payment. The prices set forth in any Offer Documents are exclusive of all taxes, duties, licenses, and tariffs, payment of which shall be Customer's obligation. Prices quoted are firm for thirty (30) days unless otherwise specified in the Offer Documents. Payment is due thirty (30) days from the date of invoice. In the event Customer chooses to finance their purchase using a third party, Customer remains liable for payment to Logicalis until Logicalis receives complete payment from such third party. Where the Offer Documents include the purchase of both Products and Services, the transactions shall be deemed to be separate for the supply of Products and the supply of Services. No default or delay in the delivery of Products shall relieve Customer's payment obligation for Services delivered by Logicalis and no default or delay in the delivery of Services shall relieve Customer's payment obligation for Products delivered by Logicalis. All payments will be made in US currency. Out-of-pocket expenses will be charged as incurred. Estimates are not binding. Customer will pay interest in the amount of one and one half percent (1.5%) per month, or the maximum allowed by law, whichever is lower, on any outstanding balance owed. 13. Confidential Information. All information that is not generally known to the public that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") or that is otherwise learned by the Receiving Party in the course of its discussions or business dealings with, or its physical or electronic access to the premises of, the Disclosing Party, that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential, shall be considered "Confidential Information" which shall be held in strict confidence by the Receiving Party for three (3) years from the date of disclosure and shall be used only for purposes of the delivery of Products or Services. Except as required by law, no Confidential Information shall be disclosed to a third party without the prior written consent of the Disclosing Party. If the Receiving Party is legally required to disclose any of the Disclosing Party's Confidential Information, the Receiving Party shall notify the Disclosing Party immediately in writing and, at no cost to the November 14, 2017 Version Page 1 of 3 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F1 FB26486E66 Receiving Party.shall cooperate in seeking a reasonable protective order if requested by the Disclosing Party. If a protective order is not granted, the Receiving Party will disclose only such Confidential Information as is legally required and will use its best efforts to obtain confidential treatment for any Confidential Information that is so disclosed. This Section shall not apply to information which is (i) in the public domain, (ii) already known to the Receiving Party, (iii) developed independently, or (iv) received from a third party without similar restriction and without breach of this or a similar agreement. 14. Export. Customer agrees to comply with all export and re-export control laws and regulations as may be applicable to any transaction hereunder, including, without limitation, the Export Administration Regulations promulgated by the United States Department of Commerce, the International Traffic in Arms Regulations promulgated by the United States Department of State, and any of the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury. Customer covenants that it will not, either directly or indirectly, sell, (re)export (including, without limitation, any deemed (re)export as defined by applicable law), transfer, divert, or otherwise dispose of any Product or Service deliverable, or related software or technology, to: (i) any country or region of a country (or nationals thereof) subject to antiterrorism controls, or a U.S. embargo, (ii) any destination prohibited (without a valid export license or other authorization) by the laws or regulations of the United States, or (iii) any person, entity, vessel, or aircraft identified on the Consolidated Screening List, a downloadable file of which is accessible at http://export.gov/ecr/eg_main_023148.asp (or utilize any such person, entity, vessel, or aircraft in connection with the activities listed above), without obtaining prior authorization from the competent government authorities, as required by the above-mentioned laws and regulations. Customer certifies, represents, and warrants that no Product or Service shall be used for any military or defense purpose, including, without limitation, being used to design, develop, engineer, manufacture, produce, assemble, test, repair, maintain, modify, operate, demilitarize, destroy, process, or use military or defense articles. Notwithstanding any sale of Products or provision of Services by Logicalis, Customer acknowledges that it is not relying on Logicalis for any advice or counseling on export control requirements. Customer agrees to indemnify, to the fullest extent permitted by law, Logicalis from and against any fines, penalties, and reasonable attorney fees that may arise as a result of Customer's breach of this Section 14. 15. Limitation of Liability. NO MONET ARY RECOVERY IS AVAILABLE FROM LOGICALIS FOR WARRANTY CLAIMS. IN ADDITION, IN NO EVENT WILL LOGICALIS' LIABILITY ARISING OUT OF THESE TERMS OF SALE EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT IS THE BASIS FOR THE PARTICULAR CLAIM. FOR SERVICE DESK SERVICES, THE TOTAL LIABILITY OF LOGICALIS SHALL NOT EXCEED SIX (6) MONTHS BASE CHARGE FOR THE SERVICE THAT IS THE BASIS FOR THE PARTICULAR CLAIM. LOGICALIS WILL NOT, IN ANY EVENT, BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOST OR DAMAGED DATA, AND LOSS OF BUSINESS OPPORTUNITY), HOWEVER CAUSED, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR SERVICE, OR IN ANY WAY CONNECTED TO THESE TERMS OF SALE, EVEN IF LOGICALIS HAS BEEN ADVISED OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, INFRINGEMENT OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY, CONTRIBUTION, OR OTHERWISE. 16. Encryption. Customer shall encrypt at the application level all data that is considered sensitive data or that must be treated as confidential under state or federal law or under Customer's contractual obligations to others, which is provided to Logicalis or to which Logicalis is otherwise granted access. This includes, but is not limited to, Social Security Numbers, financial account numbers, driver's license numbers, state identification numbers, Protected Health Information (as that term is defined in Title 11, Subtitle F of the Health Insurance Portability and Accountability Act, as amended (HIPAA) and regulations promulgated thereunder), and Nonpublic Personal Information (as that term is defined in Financial Services Modernization Act of 1999 (Gramm-Leach-Bliley) and regulations promulgated thereunder). In the event that Customer fails to comply with this Section 16 and a security breach results in the dissemination of unencrypted sensitive data, Logicalis disclaims all liability for said breach, unless the breach is a result of Logicalis' gross negligence or reckless conduct. Except for losses caused due to Logicalis' gross negligence or reckless conduct, Customer agrees to indemnify, to the fullest extent permitted by law, Logicalis from and against any fines, penalties, and reasonable attorney fees that may arise as a result of Customer's breach of this Section 16. 17. Cancelation and Termination. The purchase of Products may be canceled by Customer only upon written approval of Logicalis and upon terms that indemnify Logicalis against all losses related to such cancelation. Services may be terminated by either party upon written notice in the event of a material breach of these Terms of Sale by the other party which is not cured within thirty (30) days of receipt of such notice. In addition, if Customer defaults in performance of any obligation under these Terms of Sale, including the payment of any amount due, Logicalis may, at its option, suspend performance, require prepayment, and/or utilize any other remedy at law or equity. 18. Attorney Fees. Customer shall reimburse Logicalis for any and all expenses including, without limitation, reasonable attorney fees and legal expenses, that Logicalis pays or incurs in protecting and enforcing its rights under these Terms of Sale. Logicalis shall reimburse Customer for any and all expenses including, without limitation, reasonable attorney fees and legal expenses, that Customer pays or incurs in protecting and enforcing its rights under these Terms of Sale. 19. Publication. Nothing contained in these Terms of Sale shall be interpreted so as to prevent Logicalis from publicizing its business relationship with Customer or the nature of the Products sold to or Services performed for Customer so long as said publication is not interpreted by a reasonable party as an endorsement of Logicalis, its Products or its Services. 20. No Solicitation. Customer agrees not to solicit for employment or to employ any Logicalis employee during the term of these Terms of Sale and for a period of twelve (12) months following the conclusion of Services performed under these Terms of Sale. 21. Indemnification. Customer agrees to defend, at its expense, and to indemnify Logicalis against any award of damages and costs based on a claim that any materials or documentation provided by Customer infringes a U.S. patent, copyright, or other intellectual property right of any third party. 22. Governing Law and Jurisdiction. The validity, construction, and interpretation of these Terms of Sale, and the rights and duties of the parties hereto, shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. Any legal action or proceeding arising under these Terms of Sale will be brought in the courts located in San Diego County, California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The U.N. Convention on the International Sale of Goods (UNCISG) shall not apply to these Terms of Sale. 23. No Waiver. The failure of either party to insist upon strict performance of any of the provisions of these Terms of Sale will not be deemed a waiver of any breach or default. The remedies provided to Logicalis hereunder are not a waiver of the remedies of Logicalis under applicable law. 24. Severability. If any provision of these Terms of Sale is unenforceable as a matter of law, all other provisions will remain in effect. 25. Excusable Delay. Logicalis will not be liable for any delay or failure of performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics, or other circumstances beyond Logicalis' reasonable control. 26. Understanding of the Parties. These Terms of Sale supersede all prior or current written or oral statements, representations, negotiations, agreements, and understandings between the parties. 27. Amendment. These Terms of Sale may be amended or modified only with the written consent of the parties. 28. Third Party Beneficiaries. These Terms of Sale do not confer any enforceable rights or remedies upon any person or party other than the parties. 29. Compliance with Laws. The parties will comply with all applicable federal, state, and local laws, statutes, rules, and regulations. November 14, 2017 Version Page 2 of 3 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F1 FB26486E66 30. Independent Contractors. The parties are independent contractors and these Terms of Sale shall not create or imply an agency relationship between the parties. 31. Survival. Those provisions that by their nature should survive termination will survive. 32. Wage Rates. The general prevailing rate of wages for each craft or type of worker needed to perform Services under a SOW shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the applicable wage rates is on file in the Office of the City Engineer. Logicalis shall not pay less than the said specified prevailing rates of wages to all workers employed by Logicalis in execution of the applicable SOW. a. Logicalis shall be responsible for ensuring compliance with provisions of section 1777.5 of the Labor Code and section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act." The City Engineer is the Customer's "duly authorized officer" for the purposes of section 4107 and 4107 .5. b. The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to each SOW. c. Logical is and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. 33. False Claims. Logical is acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. a. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. b. Logicalis hereby acknowledges that the filing of a false claim may subject Logicalis to an administrative debarment proceeding wherein Logicalis may be prevented from further bidding on public contracts for a period of up to five years and that debarment by another jurisdiction is grounds for the Customer to disqualify Logicalis from participating in contract bidding. 34. Required Insurance. Logicalis shall provide to the Customer a Certification of Commercial General Liability and Property Damage Insurance and a Certificate of Workers' Compensation Insurance indicating coverage in a form approved by the California Insurance Commission. The certificates shall indicate coverage during the period of the contract and must be furnished to the Customer prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted insurers that have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Certificates of insurance shall evidence the following: a. Commercial General Liability Insurance of Injuries including accidental death, to any one person in an amount not less than $1,000,000; b. Property damage insurance in an amount of not less than ... $1,000,000; c. Automobile Liability Insurance in the amount of $1,000,000 combined single limit per accident for bodily injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non- owned or hired, and whether scheduled or non-scheduled. The automobile insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner; d. Workers' Compensation limits as required by the California Labor Code; and e. The Commercial General Liability, Property, and Automobile Liability policies shall name the Customer as an additional insured. The full limits available to the named insured shall also be available and applicable to the Customer as an additional insured. The parties have executed these Terms of Sale as of the date last signed below. LOGICALIS, INC. By:ft\{, 1JUs Name: Eric Tilds Title: Executive VP & General Counsel Date: 9/26/2019 Address: 2600 S. Telegraph Road Suite 200 Bloomfield Hills, Ml 48302 Attn: General Counsel Email: legal.services@us.logicalis.com Ph: 248-957-5600 November 14, 2017 Version CITY OF CARLSBAD, a municipal corporation of the State of California Name: Maria Callander Title: Information Technology Director 10/2/2019 Date: ____________ _ Address: 1635 Faraday Avenue Carlsbad, CA 92008 Attn: Information Technology Dept. Email: Renewals@carlsbadca.gov Ph: 76Q-6Q2-245Q Approved As To Form Celia Brewer, City Attorney By: lAlafbY CLuM1 Page 3 of 3 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F1 FB26486E66 9==B LOGICALIS Business and technology working as one City of Carlsbad -CMWD Water Truck Wireless Quotation# 2019-67588v2 Prepared By Logicalis for: City of Carlsbad To the attention of: Gary Homby City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Tel: (760) 602-2479 Email: gary.homby@carlsbadca.gov July 31, 2019 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F1 FB26486E66 ~ LOGICALIS Business and technology working as one Pricing Summary The following is a price summary of Logicalis' proposed solution. Price Summary Hardware Hardware Maintenance Professional Services Grand Total i8 LOGICALIS llz,i,,.oand~•vliag""" City of Carlsbad July 31, 2019 Amount $2,382.33 $88.56 $4,550.36 $7,205.88 Logicalis offers a range of services, from helping you define and design a cloud strategy to assisting with server and storage selection for your current environment. We provide a variety of assessments and health checks, perfect for those who need help determining what the next steps are. Find out more at www.us.logicalis.com Ask us about Logicalis Leasing Solutions-a value-added service tailored to our customers. Leasing offers strategic, operational and financial benefits that can help meet your company's goals and get your project funded. Logicalis financing experts work with more than a dozen trusted leasing partners to assist you as our valued customer. We can deliver competitive rates and flexible terms and make the leasing process easy. Learn more today at www.us.logicalis.com/solutions-and-services/logicalis-financial-services/ Page2 Logicalis, Inc. Quotation# 2019-67588v2 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F1 FB26486E66 B=sLOGICALIS Business and technology working as one City of Carlsbad -CMWD Water Truck Wireless Quotation# 2019-67588v2 Customer Name & Address Logicalls Account Executive Gary Hornby Lisa Waelde City of Carlsbad 391 N. Main Street, Suite 103 1635 Faraday Avenue Corona, CA 92880 Carlsbad, CA 92008 +1 9513932315 (760) 602-24 79 lisa.waelde@us.logicalis.com gary.hornby@carlsbadca.gov BIii To Address Ship to Address City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Quotation expiration date: August 29, 2019 I !t,rn Oty Part Number Description Unrt Pr rec Products 1 2 AIR-CAP2702E-B-802.11 ac CAP w/CleanAir; $847.35 K9 3x4:3SS; Ext Ant; B Rea Domain 2 2 CON-SNT-AIRC SNTC-8X5XNBD 802.11ac CAP $44.28 A2EB wCleanAir· 3x4:3SS· Ext An 3 2 AIR-AP-T-RAIL-R Ceiling Grid Clip for Aironet APs -$0.00 Recessed Mount (Default) 4 2 AIR-AP-BRACK 802.11 AP Low Profile Mounting $0.00 ET-1 Bracket (Default) 5 2 SWAP2700-CMB-Cisco 2700 Series Combined $0.00 A1-K9 Unified and Autonomous (xxxxx) SW 6 2 S3G4K9W7-153 Cisco 2700 Series IOS WIRELESS $0.00 03JD LAN 7 2 AIR-PWRINJ6= Power Injector (802.3at) for Aironet $110.88 Access Points 8 2 AIR-PWR-CORD-AIR Line Cord North America $0.00 NA 9 1 LTM4043J3J3J SMA Rev DB WiFi Mimo Ant $168.52 3JW18 10 1 M6060060MO1 D 4 Lead Dual Band OD Omni $297.35 43602 Products Subtotal Services -Fixed Fee Page3 Extended Pr rec $1,694.70 $88.56 $0.00 $0.00 $0.00 $0.00 $221.76 $0.00 $168.52 $297.35 $2,470.89 Logicalis, Inc. City of Carlsbad July 31, 2019 Quotation # 2019-67588v2 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F 1 FB26486E66 Item Qty 11 1 12 1 Grand Total City of Carlsbad July 31, 2019 Part f\lurnber Oescr1pt1on PS Project Initiation PS Project Completion Products and Services Subtotal: Sales Tax (estimated): Grand Total: Page4 ~ LOGICALIS Business and rc:chnology working as one: Unit Prrce Extended Pr ice $2,275.18 $2,275.18 $2,275.18 $2,275.18 . Services Fixed Fee Subtotal $4,550.36 $7,021.25 $184.63 $7,205.88 Logicalis, Inc. Quotation# 2019-67588v2 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F1 FB26486E66 Services Statement of Work Communication & Network Services -WiFi Tasks and Activities 1 Implement 1.1 Wireless LAN Controller 1.1.1 Implement configuration for (2) access points on WLC 2 Upgrade 2.1 Wireless LAN Controller 2.1.1 Upgrade firmware on (2) APs Deliverables • As Built document with device configuration files Communication & Network Services Additional Information Tasks and Activities 1 CMWD Building 1.1 Removal of existing access point and antenna 1.2 Installation of new access point and antenna 1.3 Configuration of new wireless access point 1.4 Test and verify connectivity 2 CMWD Water Truck 2.1 Installation of new access point and antenna 2.2 Setup access-point in autonomous mode 2.3 Configuration of new access point 2.4 Test wireless connectivity to the building 9=8LOGICALIS Business and technology working as one * Customer will drill a 7 /8" hole into top of water truck for the installation of the antenna. Project Management The assigned Logicalis Project Manager will be responsible for providing the following services: Project Coordination Planning • Project coordination phone call • Resource scheduling • High-level milestone timeline Execution • Product tracking, if applicable • Project status email or call, as required • Project escalations Monitoring & Controlling • Project Deliverable review and delivery, as applicable • Scope management • Document Project Change Requests (PCRs), if applicable Closing • Project Closure and Acceptance processing City of Carlsbad July 31, 2019 Page5 Logicalis, Inc. Quotation # 2019-67588v2 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F 1 FB26486E66 Terms and Conditions Terms Applicable to All Sales 9=B LOGICALIS Business and technology working as one 1. In the event Customer chooses to lease the Products and/or Services from a third party leasing company, Customer remains liable for payment to Logicalis for all Products and/or Services purchased until Logicalis receives payment from such leasing company. 2. All items not specifically included in this document are out of scope. 3. Prices are valid for 30 days from date of the document unless otherwise stated. 4. The information in this document is considered proprietary and confidential to Logicalis. By acceptance of this Quotation, Customer agrees to maintain this confidentiality and use such information for internal purposes only. Terms Applicable for Product Sales 1. Logicalis' Terms and Conditions of Sale, found at us.logicalis.com/tcsales, are incorporated herein by reference. 2. Any variation in quantity or requested delivery may result in price changes. 3. Prices are subject to change without notice in the event the Product's manufacturer/distributor changes the price to Logicalis. 4. Shipping and taxes are added at time of invoice. Shipping charges are subject to handling fees for specifying carriers and same day shipments. 5. Logicalis collaborates with the OEM/distributor to schedule delivery to Customer's loading dock; inside delivery is available upon request and may increase the cost of delivery. Terms Applicable for Services Sales 1. Logicalis' Terms and Conditions of Sale, found at us.logicalis.com/tcsales, are incorporated herein by reference. 2. General customer responsibilities, project assumptions, change management processes, and other terms applicable to the delivery and receipt of services (as applicable to this Quotation), found at us.logicalis.com/gcr, are incorporated herein by reference. 3. Unless otherwise mutually agreed upon, reasonable travel expenses will be tracked separately and billed directly to Customer. Travel expenses will Include cost incurred from travel (airfare, rental car, mileage, tolls and lodging). Meals, If any, will be billed at the per diem rate of $65. City of Carlsbad July 31, 2019 Page6 Logicalis, Inc. Quotation# 2019-67588v2 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F1FB26486E66 e=8 LOGICALIS Business and technology working as one Quotation Acceptance By signing below, the undersigned accepts this offer and confirms that he/she is authorized to purchase these items on behalf of Customer. This offer may be accepted by purchase order or other acknowledgement of acceptance, including, without limitation, by signing this document. Any reference to a Customer's Purchase Order or P.O. number does not indicate Logicalis' acceptance of terms and conditions referenced on/attached to any such P.O .. Accepted By: Logicalis, Inc. / Sign Signature w .Stffl-10 > °' Printed Name Printed Name Title -;/S!j!°J Date Date © 2019 Logicalis, Inc. All trademarks are acknowledged. All rights reserved. City of Carlsbad July 31, 2019 Page? Logicalis, Inc. Quotation# 2019-67588v2 DocuSign Envelope ID: E719FBF1-8CBE-4C81-8425-F1 FB26486E66 ~ I DATE(MM/DD/YYYY) ACc:>RD• CERTIFICATE OF LIABILITY INSURANCE ~ 08/01/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Aon Risk services central, NAME: Inc. ,-r,uNI:. (866) 283-7122 I r~. No.i, c8oo> 363-ows Southfield MI Office (A/C. No. Ext): 3000 Town center E-MAIL suite 3000 ADDRESS: Southfield MI 48075 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURED lNSURERA: Great Northern Insurance co. 20303 Loaicalis, Inc. INSURERB: Federal Insurance Company 20281 2600 s. Telegraph suite 200 Road INSURERC: Pacific Indemnity co 20346 Bloomfield Hills MI 48302 USA INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 570077746571 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested ''t:'i'R' TYPE OF INSURANCE 'iiiso 1~; POLICY NUMBER __ ,:~~•err IMMIOIIIYYTTI IINDDm'YY LIMITS II X COMMERCIAL GENERAL LIABILITY l3l~fi7ou UC/UJ./ ~UJ.~ I UC/UJ./ LV" EACH OCCURRENCE Sl,000,000 -:J CLAIMS-MADE 0occuR u-~~ IUt<l:.1'111:.U Sl,000,000 PREMISES CEa occurrence l MED EXP (Any one person) Sl0,000 -PERSONAL & ADV INJURY Sl,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S2,000,000 Fl 0PRO-0LOC S2,000,000 POLICY X JECT PRODUCTS -COMP/OP AGG OTHER: A AUTOMOBILE LIABILITY 7658-48-78 08/01/2019 08/01/2020 COMBINED SINGLE LIMIT Sl,000,000 IEar--•~nt' >--BODILY INJURY ( Per person) X ANY AUTO >--OWNED -SCHEDULED BODILY INJURY (Per accident) >--AUTOS ONLY AUTOS PROPERTY DAMAGE -NON-OWNED HIRED AUTOS CPer accidentl >--ONLY -AUTOS ONLY X Coll Ded: $250 X Comp Ded: $250 B X UMBRELLA LIAB H OCCUR 79899639 08/01/2019 08/01/2020 EACH OCCURRENCE $4,000,000 -AGGREGATE EXCESS LIAB CLAIMS-MADE DEDI jRETENTION Other Aggregate Llmtt $4,000,000 C WORKERS COMPENSATION AND 2071736517 08/01/2019 08/01/2020 XI PER I l~JH-EMPLOYERS' LIABILITY STATUTE YIN Sl,000,000 ANY PROPRIETOR / PARTNER / EXECUTIVE ~ E.L. EACHACCIDENT OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE-EA EMPLOYEE Sl,000,000 ~iii~~~ g'l~PERATIONS below E.L. DISEASE-POLICY LIMIT Sl,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACOR)) 101, Addlllonal Remarks Schedule, may be attached If more space Is requlnKI) Evidence of Coverage CERTIFICATE HOLDER CANCELLATION .. GI ~ ;; C GI !! .. GI "ti 0 X 0 z s tel u ~ 'f GI (J -~ :Iii ::!I..!! ~ =--I ~ .:..I ~ ~ • ~ r--------------------------T""-------------------------------,, ~ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Logical is' Inc. AUTHORIZED REPRESENTATIVE 2600 s. Telegraph Road suite 200 Bloomfield Hills MI 48302 USA ~ ~g~ ~J- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD