HomeMy WebLinkAboutNexus IS Inc; 2007-09-27;RATIFICATION OF AMENDMENT NO. 2 TO EXTEND THE AGREEMENT
FOR INFRASTRUCTURE AND INTEGRATION SERVICES
Nexus IS, Inc.
This Ratification of Amendment No. 2 is entered into &~ch 12 , 2010, but
effective September 27, 2009, extending the underlying initial agreement between the Parties
dated September 27,2007, (the "Agreement") by and between the City of Carlsbad, a municipal
corporation, an ("City"), and Nexus, IS, Inc., ("Contractor") (collectively, the "Parties").
RECITALS
A. On September 27, 2007, the Parties executed a one (1) year Agreement for
Infrastructure and Integration Services; and
B. On September 22, 2008, the Parties extended the Agreement as Amendment No.
1 for a period of one (I) year ending on September 26,2009; and
C. The Agreement, as amended from time to time expired on September 26, 2009
and Contractor continued to work on the services specified therein without the benefit of an
amendment; and
D. The Parties desire to ratify the amendment to extend and fund the term of the
Agreement for a period of one (1) year, ending on September 26, 2010.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. That the Agreement, as may have been amended from time to time, is hereby
retroactively extended and funded for a period of one (1) year on September 27, 2009, on an
agreed price basis not-to-exceed fifteen thousand dollars ($1 5,000).
2. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #08.27.09
4. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
Nexus IS, Inc.
CITY OF CARLSBAD, a municipal
corporation of the State of California
ATTEST:
Thomas Lyon, VP of Managed Services
(print nameltitle)
Thomas.Lyon@NexusIS.com LORRAINE M.%/oo[)-/
(e-mail address) City Clerk
(sign here) '\
Dan Dougherty, CFO
(print nameltitle)
Dan.Dougherty@nexusis.com
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Cor~oration, Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
City Attorney Approved Version #08.27.09
AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR INFRASTRUCTURE
INTEGRATION SERVICES
Between Nexus IS, Inc. and
CITY OF CARLSBAD, a municipal corporation
This Amendment No. 1 is entered into and effective as of the O(O\ day of
. 2008, extending the agreement dated September 27, 2007 (the_
"Agreement ) by and between the City of Carlsbad, a municipal corporation, ("City"), and Nexus
IS, Inc. ("Contractor") (collectively, the "Parties").
RECITALS
A. The Parties desire to extend and fund the Agreement for a period of one (1) year; and
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby
extended for a period of one (1) year ending on September 26, 2009.
2. All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
4. The individuals executing this Amendment and the instruments referenced on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof of this Amendment.
CONTRACTOR.
*By:
(sign here)
Thomas Lvon. VP of Professional Svc
(print name/title)
Tom.lyon@nexusis.com
CITY OF /CARLSBAD, a
corporation
By:
(e-mail address)
"By:LORRAINE M. WOOD
City Clerk
(sign here)
Dan Dougherty. Chief Financial Officer
(print name/title)
Dan.doughertv@nexusis.com
(e-mail address)
,\»»H"///,.
^^<>c\^07 ^«^\^\
= 0:*ftSSaBte^j =
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a Corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
*Group A.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
. . ^J^>Deputy City Attorney
City Attorney Approved Version #05.22.01
NexusIS Inc. and City of Carlsbad, a Municipal Corporation
PROJECT TASK DESCRIPTION AND FEE ALLOTMENT
PROJECT: Faraday Wireless Network
"his first (1st) Project Task Description and Fee Allotment, is entered into on
pursuant to the Master Agreement for Infrastructure
integration Services between NexusIS Inc., a Delaware fiorporation., ("Contractor") and the City
of Carlsbad, a municipal corporation ("City") dateddt&iPry^fasij <*2.~Jfc£p£>~) (the
"Agreement"), the terms of which are incorporated herein by this reference.
1. CONTRACTOR'S OBLIGATIONS
Contractor shall provide services related to wireless networks, as set forth in Appendix
"A" (attached hereto and incorporated herein) for installation and configuration of
Wireless infrastructure and Faraday Wireless LAN ("Project"). Brief descriptions of the
Project service are identified as:
BRIEF TASK DESCRIPTION:
• Work with City Project members to implement Carlsbad wireless network design.
• The Project services shall include the installation of Access Points in areas
designated by City Project members.
• Configuration of switches, WLC and AP's to work with wireless network.
• Test all components
• Document design, changes and knowledge transfer to City Personnel.
2. PROGRESS AND COMPLETION
Contractor's receipt of this Project Task Description and Fee Allotment, signed by the
City and a Purchase Order from the City's Purchasing Department, constitutes
notification to proceed to the Contractor. Contractor shall begin work within twenty (20)
working days after receiving this fully executed document and a City Purchase Order.
Contractor shall complete the work within sixty (60) working days thereafter.
3. FEES TO BE PAID TO THE CONTRACTOR
Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein.
Fees shall be paid on the basis of time and materials ("T&M"). Progress payments shall
be based on the percentage of work completed. Appendix "A", prepared by Contractor
and City, shows the parties' intent as to the elements, scope and extent of the tasks.
Tasks, not shown in Table 1 or Appendix "A", will only be performed by the Contractor
upon authorization of the City through the mechanism of a separate Project Task
Description and Fee Allotment. In the event that City directs Contractor to curtail or
eliminate all, or portions of the tasks identified in Table 1 or Appendix A, then the
Contractor shall only invoice the City for work actually authorized and performed. The
maximum total cost of Contractor's services for this Project Task Description and Fee
Allotment is $12.600.
City Attorney Approved Version #07.24.02
Page Revised 9/19/2007
Contractor Approval:.
(Initial here)
TABLE 1 FEE ALLOTMENT
IMPLEMENTATION OF CARLSBAD WIRELESS NETWORKS
TASK DESCRIPTION
Project Management
Wireless Network Design, Install and Test components
T&M TOTAL (Not-to-Exceed)
FEE
T&M Fee Not to exceed -
T&M Fee Not to exceed -
$3000
$9600
$
$12,600
Executed by Contractor this Mon day of September 24,
NexusIS Inc.:
,2007_
(sigrfnere) p
Thomas Lyon, VP Business Development
(print name/title)
www.torn.lyon@nexusis.com
(e-mail address)
CITY OF CARLSBAD, a municipal corporation
By
Administrative Services Director
APPROVED AS TO FORM:
, City Attorney
Date:7
Deputy City Attorney
City Attorney Approved Version #07.24.02
Page Revised 9/19/2007
Contractor Approval:.
(Initial here)
APPENDIX A: SCOPE OF WORK
City of Carlsbad and NexusIS
CITYWIDE WIRELESS INFRASTRUCTURE AND FARADAY LAN WIRELESS
STATEMENT OF WORK
CONTACT INFORMATION
City of Carlsbad Personnel:
Lisa Vante
Network Engineer
LVANT@ci.carlsbad.ca.us (760) 602-2792
Nexus IS, Inc. Personnel:
Chad Williams
Advanced Solutions Executive
Chad.Williams@NexuslS.Com (858) 427-2623
Steven Reese
Security Practice Manager
Steven.Reese@NexuslS.Com (949) 265-6130
Michael Zozaya
Systems Engineer
Michael.Zozaya@NexuslS.Com (951) 970-3172
Scott Beauton
On Site Engineer Contact Information
858-427-2682 (Office)
858-518-4978 (Cell)
Scott.beauton@nexusis.com
PROJECT OVERVIEW
NexusIS will be deploying a new Wireless Local Area Network (WLAN) at the City of Carlsbad's
Faraday Center located at the address provided above. Estimates for the project are around 48 hours for
an installing engineer, and 20 hours for a project manager.
SOLUTION OVERVIEW
The wireless components to be installed and configured are listed below:
(1) Cisco WLAN Controllers (WLC) capable of managing up to (50) Light-Weight Access
Point Protocol (LWAPP) Access Points. The WLC will have one interface in the City of Carlsbad's internal
LAN and the second interface will be placed in the DMZ.
(1) Cisco Catalyst 24 Port PoE switches will be installed to support the AP's being installed as well as
interface with the WLC. Currently 10 AP locations have been identified. (11) Cisco 1131AG LWAPP
Access Points
City of Carlsbad will partner with Nexus for the installation and configuration of all components.
This project provides for the successful deployment of a Cisco Unified Wireless Network.
CURRENT NETWORK
The City of Carlsbad has an existing WLAN that currently does not meet their needs. NexusIS will mount
the newly purchased LWAPP access points in areas designated by IT.
DOCUMENT OVERVIEW
This Statement of Work (SOW) document identifies the services and activities to be performed by Nexus
(and/or others as identified herein) relative to the Cisco Secure Unified Wireless Solution for the City of
Carlsbad.
DETAILED REQUIREMENTS DEFINITION
Nexus, in conjunction with the City of Carlsbad, will develop the detailed requirements for the project
components by conducting a series of interviews with decision makers and key users, as identified by
The City of Carlsbad. The scope of the requirements definition process will generally include the
following, as applicable:
• Access Point (model selection, specialized antennas, placement, orientation, etc)
• Local Area Network Infrastructure (POE)
• Wide Area Network Infrastructure (Traffic flow)
• WLAN Survivability (Hybrid REAP)
• WLAN General Requirements (i.e., coverage, performance, redundancy, etc.)
• WLAN Security Requirements (Encryption)
• WLAN Authentication and Integration (User & Guest access)
• WLAN Monitoring (W-IDS, Rogue detection)
The objective of the requirements definition process will be to identify functional and tactical requirements
affecting the solution configuration and deployment. Inputs will be used to validate the preliminary
configuration. The information also forms the basis of understanding necessary for development of the
detailed configuration.
Subsequent to RDD approval, any adjustments to the initial high-level design and associated Bill of
Material (BOM) will be documented and submitted to The City of Carlsbad for review.
The following specific features should be discussed during the DRD;
User Access: The number of user groups that need different connectivity and authentication. These
groups often include some variation of corporate users, guest users, and voice traffic. If the Wireless
network spans multiple sites, then each site should have its own WLC. If not, then the design and traffic
flow implications of a centralized WLC should be reviewed with the City of Carlsbad to see if Hybrid REAP
should be deployed.
Hybrid REAP is a feature that allows for Access Points to continue to function without a controller and to
continue serving connected wireless clients and/or new connections that require no authentication. Guest
Access and Web Authentication. Wireless Intrusion Detection System.
DESIGN DEVELOPMENT
Upon The City of Carlsbad's review and acceptance of the RDD, Nexus will commence development of
the detailed design. Requirements will be translated into technical parameters describing the
configuration and programming of the solution.
For Wireless projects, Nexus has assumed development for up to 3 of Wireless LANs each with its own
specific connection and authentication parameters as detailed in the following table;
DEPLOYMENT & INSTALLATION
Each of the components in this project is listed below along with details regarding its disposition
and installation. Final configuration of the system will occur on the City of Carlsbad premise.
RF SITE SURVEY
The City of Carlsbad has chosen NOT to conduct a site survey/RF design. Please refer to for placement
of access points. Nexus IS is in no way responsible for any weak signal areas or coverage gaps that may
occur due to AP placement. More or less access points may be needed to obtain desired coverage and
performance.
ACCESS POINTS
The Nexus will place and mount the Access Points in identified areas. Installation will be by NexuslS.
Using the WCS, NexuslS and the City of Carlsbad may modify the location of the AP's to the best
placement solution for each location The City of Carlsbad will have it's cabling vendor pull cable with
several feet of service loop to areas identified for AP placement. Temporary cables may be used to
connect the AP's while waiting for cable pull. A Cisco 3560 POE switch will be used to power the AP's.
Unless otherwise noted Nexus IS will not be responsible for the Ethernet Cabling or AC power
connections required.
In order for the Access Points to communicate with the Wireless LAN Controller they will need; (a) to be
on the same layer 2 segment for broadcast traffic or (b) have special WLC information included in the
DHCP scope they will use or (c) have a specific DNS name configured for the WLC. If the network design
uses a Layer 3 network between the AP and WLC then Nexus will work with The City of Carlsbad to
implement the required DHCP or DNS configuration. No lightweight access point can operate
independently from a WLC.
Each lightweight access point must discover a WLC, issue an LWAPP join request, and if successful,
receive a join response to become joined to a controller.
WIRELESS LAN CONTROLLER
The WLC can use trunked VLANs to provide connectivity between multiple different SSIDs and VLAN
pairs. NexuslS will do all of the Ethernet switch and network configuration to support the required VLANs.
As part of the project kick-off and discovery The City of Carlsbad will provide to Nexus IS the relevant
configuration information, including at a minimum (but not limited to) the following WLC IP Address(s),
Encryption requirements, VLAN Id's, SSIDs, Security policies and user-authentication methods required
to complete the configuration.
WIRELESS CONTROLLER SERVER
The WCS Server Hardware and Operating System are provided by the City of Carlsbad. The WCS
Hardware and OS will be fully installed by the City of Carlsbad, configured with an IP Address and
accessible on the LAN prior to Nexus IS work.
The City of Carlsbad will provide the building floor plan images in JPG, PNG or BMP format for use as
background images. Nexus IS will configure the WCS software packages for security reporting, rogue
detection, and heat map visualization of AP coverage.
Locations Services, the ability to track the approximate location of a wi-fi user, require knowledge of the
installation and orientation of each access point. Location services must be calibrated by walking the site,
connecting a specific "test" client PC at exact locations and running calibration tests. Although the City of
Carlsbad has purchased a Location Appliance; services for installation have not been included as part of
this SOW.
Nexus IS makes no guarantees on the actual accuracy of the location feature.
TESTING
Nexus will complete its standard Test Plan for the project. As applicable, such testing typically includes
the following:
Nexus IS will test all Access Point hardware installed for basic wi-fi connectivity.
Acceptance will be achieve if a client PC is able to see associated SSIDs, connect to the AP and
access the LAN.
Nexus IS will test all WLC hardware installed, and functioning
Acceptance is demonstrated by accessing each WLC via the web management interface and
configuring the APs and wireless network.
Nexus IS will test WCS software is updating the connection statistics and showing APs
User info and RF information on a background map.
Nexus IS will perform connectivity tests in/around each individual Access Point by
connecting from a wireless PC to either an intranet or Internet host as available.
If specific locations (ie, specific office) connectivity needs to be tested, as directed by the
City of Carlsbad, Nexus IS will test and report connectivity in/around that specific area.
Wireless tests will also include roaming hand-off from the AP being testing to an adjacent
AP where RF overlap and roaming is expected to work.
The expectation of roaming is based on the WCS displays of overlapping RF. Roaming tests
should take into account connectivity but not actual connection speeds. To demonstrate
successful roaming it is sufficient to show that the test PC is still connected with the same IP
Address, or by running a ping test and maintaining connectivity with few lost packets.
Nexus cannot guarantee hand-off will function 100% of the time due to coverage gaps,
weak signal, high signal-to-noise or other interference reasons cause by AP placement or
antenna selection.
Client roaming behavior and hand-off response is dependant on the wireless client, wifi driver,
supplicant and other elements not involved in this deployment. Client roaming behavior can be
enhanced by using Cisco's CCXv4 extensions.
Tests will be performed Carlsbad and Nexus IS laptops.
Testing of all capabilities of core hardware and software installed
Testing of all capabilities of core hardware and software installed
DOCUMENTATION AND MISCELLANEOUS TASKS
Nexus will provide updated Visio network drawings, including individual site drawings and a global
topology drawing. Nexus will provide all hardware and software configurations to the City of Carlsbad in
soft and hard copy as appropriate. As there is no easy way to document the WLC configuration a backup
config file will be made.
Nexus will provide the City of Carlsbad support staff knowledge transfer and installation documentation.
EXCLUDED COMPONENTS
Unless otherwise specified herein, Nexus has discussed the following optional components that are NOT
included within this Statement of Work:
Location Service: This system may be utilized to intelligently locate individual wi-fi users.
Wireless IDS: This system may be utilized to do wireless intrusion detection and work in conjunction with
wired IDS devices.
Also excluded from the project scope are the following:
• Custom Reporting
• Monitoring & Notification
• Client OS or Desktop Customization
• Client WLAN adapter card install or configuration
• Firewall and Security Design
• Post installation site survey validation or signal-to-noise analysis
• UPS battery backup
• Power Circuits
• KVM (Key Boards, Video, and Mouse)
• Environments to include HVAC
• Enterprise Backup Software
• Anti-Virus Software
• Structured cabling of any type
• Equipment Racks
• Cable Management
• On-going support
• All services not otherwise specifically identified herein
MASTER AGREEMENT FOR INFRASTRUCTURE INTERGRATION SERVICES
between Nexus IS, Inc. and
CITY OF CARLSBAD, a municipal corporation
Lsft
THIS AGREEMENT is made and entered into as of the c*l/ day of
bt£^^fiL^j 20 b y by and between the CITY OF CARLSBAD, a municipal
orporation,hereinafter referred to as "City", and Nexus IS Inc., a Delaware Corporation,
hereinafter referred to as "Contractor."
RECITALS
A. City requires the professional services of a system integration contractor
that is experienced in Cisco routing, switching, wireless and security technologies, with
expertise in infrastructure implementation and management.
B. The professional services are required on a non-exclusive, project-by-
project basis.
C. Contractor has the necessary experience in providing professional
services and advice related to network hardware and software installation and
integration.
D. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
E. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those
services (the "Services") that are defined in attached Exhibit "A", which is incorporated
by this reference in accordance with this Agreement's terms and conditions.
Contractor's obligations with respect to any project granted to Contractor under
this Agreement will be as specified in the Task Description for the project (see
paragraph 5 below).
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable
professional care and skill customarily exercised by reputable members of Contractor's
profession practicing in the Metropolitan Southern California Area, and will use
reasonable diligence and best judgment while exercising its professional skill and
expertise.
City Attorney Approved Version #04/03/02
3. TERM
The term of this Agreement will be effective from the date first above written to June 30,
2008 The City Manager may amend the Agreement to extend it for three (3) additional
one (1) year periods or parts thereof in an amount not to exceed fifteen thousand dollars
($15,000) per Agreement year. Extensions will be based upon a satisfactory review of
Contractor's performance, City needs, and appropriation of funds by the City Council.
The parties will prepare a written amendment indicating the effective date and length of
the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will
begin within twenty (20) days after receipt of notification to proceed by City and be
completed within the time specified in the Task Description for the project. Extensions of
time for a specific Task Description may be granted if requested by Contractor and
agreed to in writing by the Administrative Services Director or Information Technology
Director, as his/her designee. The Administrative Services Director or Information
Technology Director will give time allowance for documented and substantiated
unforeseeable and unavoidable delays not caused by a lack of foresight on the part of
Contractor, or delays caused by City's inaction or other agencies' lack of timely action.
In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement shall not
exceed fifteen thousand dollars $15,000 per fiscal year. Fees will be paid on a project-
by-project basis and will be based on Contractor's Schedule of Rates specified in
Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a
Project Task Description and Fee Allotment (the "Task Description") which, upon
signature by Contractor and for City, the City Manager or his/her designee, will be made
a part of this Agreement. The Task Description will include a detailed scope of services
for the particular project being considered and a statement of Contractor's fee to
complete the project in accordance with the specified scope of services. The Task
Description will also include a description of the method of payment and will be based
upon an hourly rate, percentage of project complete, completion of specific project tasks
or a combination thereof.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
City Attorney Approved Version #04/03/02
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written
approval of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the sole right to employ other Contractors in connection with
any services quoted, rendered or requested on any Task Description.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers,
officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described
herein caused in whole or in part by any willful misconduct or negligent act or omission
of the Contractor, any subcontractor, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense
City incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any
and all amendments, insurance against claims for injuries to persons or damage to
property which may arise out of or in connection with performance of the services by
Contractor or Contractor's agents, representatives, employees or subcontractors. The
insurance will be obtained from an insurance carrier admitted and authorized to do
business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:V".
City Attorney Approved Version #04/03/02
10.1 Coverages and Limits. Contractor will maintain the types of coverages and
minimum limits indicated below, unless City Attorney or City Manager approves a lower
amount. These minimum amounts of coverage will not constitute any limitations or cap
on Contractor's indemnification obligations under this Agreement. City, its officers,
agents and employees make no representation that the limits of the insurance specified
to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems
adequate, at Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. If the submitted
policies contain aggregate limits, general aggregate limits will apply separately to the
work under this Agreement or the general aggregate will be twice the required per
occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the California Labor Code and Employer's Liability limits of
$1,000,000 per accident for bodily injury. Workers' Compensation and Employer's
Liability insurance will not be required if Contractor has no employees and provides, to
City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to
City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's
execution of this Agreement, Contractor will furnish certificates of insurance and
endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at
anytime, complete and certified copies of any or all required insurance policies and
endorsements.
City Attorney Approved Version #04/03/02
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the
term of the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs
incurred under this Agreement. All records will be clearly identifiable. Contractor will
allow a representative of City during normal business hours to examine, audit, and
make transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and
subcontractors pursuant to this Agreement is the property of City. In the event this
Agreement is terminated, all work product produced by Contractor or its agents,
employees and subcontractors pursuant to this Agreement will be delivered at once to
City. Contractor will have the right to make one (1) copy of the work product for
Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in
City and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of City and on behalf of Contractor under this Agreement.
For City: For Contractor:
Name Gordon Peterson Name Tom Lyon / Dan Dougherty
Title IT Manager Title VP Business Development / CFO
Dept Information Technology
CITY OF CARLSBAD
Address 1635 Faraday Avenue Address 27202 W. Turnberry Lane #100
Carlsbad. CA 92008 Valencia, CA 91355
Phone No. 7606022450 Phone No. 800-536-2400
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
City Attorney Approved Version #04/03/02
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine
whether disclosure under the Political Reform Act and City's Conflict of Interest Code is
required of Contractor or any of Contractor's employees, agents, or subcontractors.
Should it be determined that disclosure is required, Contractor or Contractor's affected
employees, agents, or subcontractors will complete and file with the City Clerk those
schedules specified by City and contained in the Statement of Economic Interests Form
700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances
and regulations which in any manner affect those employed by Contractor, or in any
way affect the performance of the Services by Contractor. Contractor will at all times
observe and comply with these laws, ordinances, and regulations and will be
responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and
Control Act of 1986 and will comply with those requirements, including, but not limited
to, verifying the eligibility for employment of all agents, employees, subcontractors and
consultants that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and
regulations prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
City Attorney Approved Version #04/03/02
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the
Services, City may terminate this Agreement for nonperformance by notifying
Contractor by certified mail of the termination. If City decides to abandon or indefinitely
postpone the work or services contemplated by this Agreement, City may terminate this
Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all
work in progress to City address contained in this Agreement. City will make a
determination of fact based upon the work product delivered to City and of the
percentage of work that Contractor has performed which is usable and of worth to City
in having the Agreement completed. Based upon that finding City will determine the final
payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company
or person, other than a bona fide employee working for Contractor, to solicit or secure
this Agreement, and that Contractor has not paid or agreed to pay any company or
person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift, or any other consideration contingent upon, or resulting from, the award or
making of this Agreement. For breach or violation of this warranty, City will have the
right to annul this Agreement without liability, or, in its discretion, to deduct from the
Agreement price or consideration, or otherwise recover, the full amount of the fee,
commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim
submitted to City must be asserted as part of the Agreement process as set forth in this
Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et sea., the False Claims Act applies to
this Agreement and, 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
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
City Attorney Approved Version #04/03/02
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon
City and Contractor and their respective successors. Neither this Agreement or any part
of it nor any monies due or to become due under it may be assigned by Contractor
without the prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or
contemplated by it, along with the purchase order for this Agreement and its provisions,
embody the entire Agreement and understanding between the parties relating to the
subject matter of it. In case of conflict, the terms of the Agreement supersede the
purchase order. Neither this Agreement nor any of its provisions may be amended,
modified, waived or discharged except in a writing signed by both parties.
26. AUTHORITY
City Attorney Approved Version #04/03/02
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
Executed by Contractor this_
CONTRACTOR:
Nexus IS, Inc.
(name of Contrj
By:
(signfrere)
Mon day of September 24,.2007
CITY OF CARLSBAD, a municipal
corporation of the State of California
,ity Manager or Mayor
Thomas Lyon, VP Business Development
(print name/title) ATTEST:
www.torn.lyon@nexusis.com
(e-mail address)
By:
Dan Dougherty, Chief Financial Officer
(print name/title)
www.dan.dougherty@nexusi s.com
(e-mail address)
(Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation,
document must be signed by one from each column:
Column A
Chairman, president or vice-president
Column B
Secretary, assistant secretary, CFO or
Assistant treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.)
CITY OF CARLSBAD, a municipal corporation of the State of California
APPROVED TO FORM:
Deputy City Attorney
City Attorney Approved Version #04/03/02
Exhibit A
Schedule of Rates and Services
Project based effort
Nexus IS, Inc. shall provide Cisco routing, switching, wireless and security services, design and
implementation expertise to the City of Carlsbad at a T&M hourly rates listed below. The rates
reflect the skill, knowledge and experience of the personnel required for each type of service.
Description
Data Services
T&M Hourly
, 'Rate'""" •
$200.00
T&M Overtime
':: Rate -/:
$300.00
; Hfk-
-flSHyHpi-,' "• - "''" '- .<•
WAIVED
T&M Minimum
:-=A- • Interval-^
1 hours
:-, R&nio,teMinimum
Interval
.5 hours
s;
inBSi*
.5 hours
> Hub, Ethernet Switch
> Multiplexer
> Network Management
> 3rd Party Supported Data Products
Network Design &
Consulting $225.00 $340.00 N/A 2 hour N/A
> Network Management > Network Design
> Milestones and Measurements > Network Assessments
> Detailed Documentation
Project Management $150.00 $225.00 N/A 4 hour
.5 hours
N/A .5 hours
> Coordinate product > Establish and monitor project milestones and Measurements
procurement and resource > Conduct site inspections for quality assurance of Nexus installation
allocation for timely project standards and specifications
completion
On-site calls incurred outside of Nexus IS normal business hours of Monday through Friday, 8:00 AM to 5:00 PM, and on
Nexus IS' recognized holidays are subject to a three-hour minimum, at overtime rates
WAIVER BEQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT^)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
reqairement(s).
Requested by :_UsaVante Information Technology 08/22/2007
(Name and Department) (Date)
Proposed modificatioii(s) to the Professional Liability req«irement(s) for NexusIS Waretess InstalaBon
(Type of insurance) (Name of contract)
[~~1 Reduce coverage to the amount of: 1 ;.
[ >(j Waive coverage
D Other:
FACTOR(S) IN SUPPORT OF MODMCATION(S)
(check those that apply)
I I Significance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and die quality of the work-product [explain]
f~1 Significance of Contractor. Contractor has imique skills and there are few if any alternatives, [explain:
include number of candidates RFP sent to and number responded if applicable]
O Contract Amoaat/Term of Contract: $ . Work will be completed over a period of _
[^Professional Liability coverage is not available to this contractor or would increase the cost of die contract by
$ [explain].n
[)TOther (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request): '
Vendor wil only be installing equipment per Cartsbati's IT configuration, and not dang any design work-
Approved by Risk Manager for tfiis contract only:
(Signature) (Date)
H: •WOKD'ii-.uraace1 Admui Older $&S.doc
06/15/2006 27