HomeMy WebLinkAbout2009-148
(IMPORTANT NOTE: AMENDED BY RESOLUTION 2009-322)
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RESOLUTION NO, 2009-148
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING EXECUTION OF AN AGREEMENT AND THE
ISSUANCE OF AN ANNUAL PURCHASE ORDER WITH THREE ONE-YEAR
RENEWAL OPTIONS TO NEXUS I.S. FOR THE EQUIPMENT MAINTENANCE OF
THE CITY'S TELEPHONE SYSTEM FOR THE FACILITIES MANAGEMENT
DEPARTMENT IN THE AMOUNT OF $47,784.96.
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WHEREAS, Nexus I.S. designed the system and has intimate knowledge of the City's
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voicemail and ACD system.
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
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1]
SECTION 1. That pursuant to Municipal Code 3.04.010 (B) (3) the City Manager of
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the City of San Bernardino is here by authorized to execute on behalf of said City a Vendor
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Service Agreement between the City of San Bernardino and Nexus 1.8. a copy of which is
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attached hereto, marked as Exhibit "A", and incorporated herein by this reference as fully as
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though set forth at length.
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SECTION 2. That pursuant to this determination the Director of Finance Department
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or her designee is hereby authorized to issue an Annual Purchase Order in an amount of
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$47,784.96 to Nexus I.S., with three one-year renewal options as long as funds are available
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and appropriated in the budget each year.
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SECTION 3. The Purchase Order shall reference this Resolution number and shall
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read, "Nexus I.S. for the equipment maintenance of the City's NEC telephone system for the
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Facilities Management Department," and shall incorporate the terms and conditions of the
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Vendor Services Agreement.
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2009-148
3
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING EXECUTION OF AN AGREEMENT AND THE
ISSUANCE OF AN ANNUAL PURCHASE ORDER WITH THREE ONE-YEAR
RENEWAL OPTIONS TO NEXUS I.S. FOR THE EQUIPMENT MAINTENANCE OF
THE CITY'S TELEPHONE SYSTEM FOR THE FACILITIES MANAGEMENT
DEPARTMENT IN THE AMOUNT OF $47,784.96,
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6 SECTION 4, This authorization to execute the above-referenced Purchase Order and
7 the Vendor Services Agreement is rescinded if they are not executed within sixty (60) days of
8 the passage of this resolution.
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III
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III
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12 III
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III
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III
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III
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III
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III
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. .1
2009-148
2
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING EXECUTION OF AN AGREEMENT AND THE
ISSUANCE OF AN ANNUAL PURCHASE ORDER WITH THREE ONE-YEAR
RENEWAL OPTIONS TO NEXUS l.s. FOR THE EQUIPMENT MAINTENANCE OF
THE CITY'S TELEPHONE SYSTEM FOR THE FACILITIES MANAGEMENT
DEPARTMENT IN THE AMOUNT OF $47,784.96.
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I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor
6 and Common Council of the City of San Bernardino at a joint regular meeting
thereof, held on the 15th day of June ,2009, by the following vote, to wit:
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Council Members:
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ESTRADA
II
BAXTER
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13 BRINKER
14 SHORRETT
15 KELLEY
16 JOHNSON
17 McCAMMACK
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AYES
NAYS
ABSTAIN
ABSENT
x
x
x
x
x
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The foregoing resolution is hereby approved this /tf/'V day of June
,2009.
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!'..........:-
k J. Morris,
of San Bernardino
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27 Approved as to form:
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/
2009-148
VENDOR SERVICES AGREEMENT
This Vendor Services Agreement (the "Agreement") is entered into the 1'1 day of
July, 2009, (the "Effective Date") by and between Nexus I,S, Inc. ("Vendor") and the City
of San Bernardino ("City"),
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the City to contract equipment maintenance services for the City's
telephone system; and,
WHEREAS, the City of San Bernardino has determined that the vendor possesses the
professional skills and ability to provide said service for the City.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
a, For the remuneration stipulated in Section 2, San Bernardino hereby engages the
services of VENDOR to provide those products and services as set forth in its quote,
attached hereto, marked Attachment" 1" and incorporated herein by this reference as
fully as through set forth at length.
2. COMPENSATION AND EXPENSES,
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR up to the amount $47,784.96 to provide and perform those
products and services described in Section 1 above.
b. No other expenditures made by VENDOR shall be reimbursed by City.
3, TERM AND TERMINATION
This Agreement shall commence on July 1, 2009 and continue through June 30, 2010
unless previously terminated as provided herein. This Agreement may be extended for three (3)
additional one (1) year terms to coincide with the City's fiscal year at the City's sole discretion.
The City reserves and has the right and privilege of canceling, suspending or abandoning
the execution of all or any part of the work contemplated by this Agreement, for any reason, with
or without cause, at any time, by providing written notice to Vendor. The termination of this
Agreement shall be deemed effective upon receipt of the notice of termination. In the event of
such termination, Vendor shall immediately stop rendering services under this Agreement unless
directed otherwise by the City.
EXHIBIT "A"
- 1 -
2009-148
Vendor Services Agreement by and between Nexus I,S., Inc. ("Vendor") and the
City of San Bernardino ("City").
4. INDEMNITY,
Vendor agrees to and shall indemnify, defend, and hold the City, its elected officials,
employees, agents and representatives, free and harmless from any and all claims, actions,
damages and liabilities of any kind and nature arising from bodily injury, including death, or
property damage, based or asserted upon any actual or alleged act or omission of Vendor, its
employees, agents, or subcontractors, relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement, unless the bodily
injury or property damage was actually caused by the sole negligence of the City, its elected
officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor
agrees to protect and defend at its own expense, including attorney's fees, the City, its elected
officials, employees, agents or representatives from any and all legal actions based upon such
actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of
express or implied indemnity against the City, its elected officials, employees, agents or
representatives, with respect to third party claims against the Vendor relating to or in any way
connected with the accomplishment of the work or performance of services under this
Agreement.
5, INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
Vendor shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1 ,000,000.00 combined single limit, and statutory worker's
compensation coverage, and shall file copies of said policies with the City's Risk Manager prior
to undertaking any work under this Agreement. City shall be set forth as an additional named
insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished
to the City shall require the insurer to notifY City Thirty days prior to any material change or
termination ofthe policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
Vendor shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
7, INDEPENDENT CONTRACTOR.
Vendor shall perform work tasks provided by this Agreement, but for all intents and
purposes Vendor shall be an independent contractor and not an agent or employee of the City.
Vendor shall secure, at its expense, and be responsible for any and all payment of Income Tax,
Social Security, State Disability Insurance Compensation, Unemployment Compensation, and
EXHIBIT "A"
2
2009-148
Vendor Services Agreement by and between Nexus I.S., Inc, ("Vendor") and the
City of San Bernardino ("City"),
other payroll deductions for Vendor and its officers, agents, and employees, and any and all
business licenses, if any are required, in connection with the services to be performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
Vendor warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5.04 of the San Bernardino Municipal Code, and any other
licenses, permits, qualifications, insurance and approval of whatever nature legally required of
Vendor to practice its business or profession.
9, NOTICES,
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
TO THE VENDOR:
Director of Facilities Management
300 North "D" Street,
San Bernardino, CA 92418
Telephone: (909) 384-5244
Nexus I. S. Inc.
27202 Turnberry Lane, Suite 100
Valencia, CA 91355
Telephone: (949) 265-6045
10, ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his office in
enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the
purposes of this paragraph.
11. ASSIGNMENT.
Vendor shall not voluntarily or by operation of law assign, transfer, sublet or encumber
all or any part of the Vendor's interest in this Agreement without City's prior written consent.
Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute
a breach of this Agreement and cause for the termination of this Agreement. Regardless of
City's consent, no subletting or assignment shall release Vendor of Vendor's obligation to
perform all other obligations to be performed by Vendor herew.der for the term of this
Agreement.
EXHffiIT "A"
3
2009-148
Vendor Services Agreement by and between Nexus I,S" Inc. ("Vendor") and the
City of San Bernardino ("City").
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State or Federal courts located in the County
of San Bernardino, State of California. The aforementioned choice of venue is intended by the
parties to be mandatory and not permissive in nature.
13. GOVERNING LAW,
This Agreement shall be governed by the laws of the State of California.
14, SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15, HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
provIsIOns.
16, SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. ENTIRE AGREEMENT; MODIFICATION,
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
EXHIBIT "A"
4
2009-148
Vendor Services Agreement by and between Nexus I,S., Inc. ("Vendor") and the
City of San Bernardino ("City").
IN WITNESS THEREOF, the parties hereto have executed jUs Agreement on the day
and date set forth below.
Nexus I. S. Inc.
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By:
Name:
Title:
Approved as to Form:
James F. Penman, City Attorney
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EXHffilT "A"
5
Schedule M for Customer Name Here. Hit Main Menu to change
2009-148
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Nexus IS Maintenance Worksheet
City of San Bernardino - City Hall
Schedule-M
Standard 8/5 Maintenance, Parts & labor Coverage
Ports Per Total Total Annual
# of Cards Equipment Type Description Card Ports Amount
NEAX 2400
Analoa Station Cards
26 16lC 16CH MW lamp or Stutler Dial Tone 16 416 $8,536.32
Olaltal Sta1l0n Cards
23 16ElC 16CH Dterm Series (III, E, & i) Interface Card 16 368 $10,068.48
Trunk Cards
1 4DAT 4CH Digital Announcement Card (ACD/UCD/ATTCON) 4 4 $27.36
1 4TlT 4CH Trunk Package for 2W Tie lines I DID 4 4 $27.36
5 BCOT 8CH Central Office Trunk Package 8 40 $273.60
3 24DTR 24CH T1 Digital Trunk Card 24 72 $492.48
5 24CCT A CCIS with built-in CCH 24 120 $820.80
Miscellaneous Cards
5 4RST 4CH Register I 4 Sender Card 4 20 $0.00
1 0
ACD
ACD Hardware Comoonents
CP53 ACD/OAI Processor. Package $855.00
ACO MIS Svstems
Abacus/Abacus II Abacus MIS Software $171.00
Global Navigator-SO 50 Seat, Navigator MIS Hardware & sm $2,137.50
Voice Messaging/Unified Messaging
Voice Messaaina Aoollcations
24 AD-40 NEAXMail AD-40 Voice mail 24 $3.847.50
Customer In1lals
Date
Monthly MaIntenance Total
First Year Maintenance Total
$2,271.45
$27,257.40
Dated: 26-Mar-09
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Annual nrlaUon actor
5% I
,
Annual Maint If
Entirely
Prepaid In
Advance
$26,440.00
$52,486.00
$78.032.00
$102,962.00
$127,150.00
$150,460.00
$172,744.00
$193,841.00
$213,577.00
Effective
Discount
Factor
3%
9%
15%
21%
27%
33%
39%
45%
51%
First Year Maintenance
Second Year Maintenance
Third Year Maintenance
Forth Year Maintenance
Fifth Year Maintenance
Sixth Year Maintenance
Seventh Year Maintenance
Eighth Year Maintenance
Ninth Year Maintenance
Annual Malnt Amount
$27,257.40
$28,621.00
$30,053.00
$31,556.00
$33,134.00
$34,791.00
$36.531.00
$38,358.00
$40.276.00
Schedule M for Customer Name Here - Hit Main Menu to change
2009-148
N E l;.!:t~,~~..
Nexus IS Maintenance Worksheet
City of San Bernardino - City Yards
Schedule-M
S d d8/SM' Prl &Lb C
.
Ports Per Total Total Annual
# of Cards Equipment Type Description Card Ports Amount
NEAX 100012000/IV52/IPS/DM/DMr
Analoa line Cards
3 4lCO Analog Station Card 4 12 $241.92
Dial1al Line Cards
8 2DLC Dterm II Interface 2 16 $430.08
10 40lC Oterm Interface Card (Series liVE/I) 4 40 $1,075.20
Trunk Cards
4COTB Analog CIO Trunk Interface 4 4 $26.88
240TA Digital T.1 Trunk Interface 24 24 $161.28
Miscellaneous Cards
8RSTA DTMF Receiver 8 8 $53.76
ADDllcatlon Processors
APOOA SMOR, PMS & MCI Port Interface $84.00
Customer Intials
Date
Monthly Maintenance Total
First Year Maintenance Total
$172.76
$2,073.12
Dated: 26--Mar.09
I
Annuallnllatlon Factor
5% I
First Year Maintenance
Second Year Maintenance
Third Year Maintenance
Forth Year Maintenance
Fifth Year Maintenance
Sixth Year Maintenance
Seventh Year Maintenance
Eighth Year Maintenance
Ninth Year Maintenance
Annual Malnt Amount
$2,073.12
$2,177.00
$2.286.00
$2,401.00
$2,522.00
$2.649.00
$2.782.00
$2,922.00
$3.069.00
Annual Main! II
Entirely
Prepaid In
Advance
$2,011.00
$3,993.00
$5,937.00
$7,834.00
$9,676.00
$11.451.00
$13,149.00
$14,757.00
$16.261.00
Effective
Discount
Factor
3%
9%
15%
21%
27%
33%
39%
450/0
51%
Schedule M lor Customer Name Here - Hit Main Menu to change
2009-148
N E ~~ US))
l"r1I"~fdt,cn Ser'I.;;'!!..
Ports Per Total Tolal Annual
# of Cards Equipment Type Description Card Ports Amount
Nexus IS Maintenance Worksheet
City of San Bernardino - Fire Station #221
Schedule-M
Standard 8/5 Maintenance, Parts & Labor Coverage
NEAX tOOO/2000/IVS2iIP$/DMlDMr
Analoa line Cards
2 4LCD Analog Station Card 4 8 $241.92
Oialtalllne Cards
16 2DLC Dterm II Interface 2 32 $1,290.24
3 4DLC Dterm Interface Card (Series III/Ell) 4 12 $483.84
Trunk Cards
2 4COT6 Analog C/O Trunk Interface 4 8 $80.64
1 24DTA Digital T.1 Trunk Interface 24 24 $241.92
Miscellaneous Cards
8RSTA DTMF Receiver 8 8 $80.64
Aoolicatlon Processors
APOOA SMOR, PMS & MCI Port Interface $126.00
Customer Intials
Date
Monthly Maintenance Total
First Year Maintenance Total
$212.10
$2,545.20
Dated: 26-Mar-09
I
Annual inflation t"actor
0... I
First Year Maintenance
Second Year Maintenance
Third Year Maintenance
Forth Year Maintenance
Filth Year Maintenance
Sixth Year Maintenance
Seventh Year Maintenance
Eighth Year Maintenance
Ninth Year Maintenance
Annual Malnt Amount
$2,545.20
$2,673.00
$2.807.00
$2.948.00
$3.096.00
$3.251.00
$3,414.00
$3,585.00
$3,765.00
Annual Malnllf
Entirely
Prepaid In
Advance
$2.469.00
$4.902.00
$7,288.00
$9,617.00
$11 ,678.00
$14,057.00
$16,140.00
$18,112.00
$19.957.00
Effective
Discount
Factor
3%
9"10
15"/"
21%
27%
33%
39%
45%
51%
Schedule M lor Customer Name Here. Hit Main Menu to change
2009-148
N E ~~ US>>
7t"nlegr<lIHHI S~r....co>s.
Nexus IS Maintenance Worksheet
City of San Bernardino - Parks & Rec
Schedule-M
Standard 8/5 Maintenance, Parts & Labor Coverage
Ports Per Total Total Annual
# of Cards Equipment Type Description Card Ports Amount
NEAX 100012000/IVS2;fPSIDMlOMr
Analoa line Cards
2 4LCD Analog Station Card 4 8 $165.89
Dlaltalllne Cards
8 4DLC Dterm Interface Card (Series Ill/Ell) 4 32 $884.74
Trunk Cards
4COTB Analog C/O Trunk Interface 4 4 $27.65
24DT A Digital T-1 Trunk Interface 24 24 $165.89
Miscellaneous Cards
8RSTA DTMF Receiver 8 8 $55.30
Customer InUals
Date
Monthly Maintenance Total
First Year Maintenance Total
$108.29
$1,299.46
Dated: 2&-Mar-09
I
Annuallnnatlon actor
:1% I
First Year Maintenance
Second Year Maintenance
Third Year Maintenance
Forth Year Maintenance
Fifth Year Maintenance
Sixth Year Maintenance
Seventh Year Maintenance
Eighth Year Maintenance
Ninth Year Maintenance
Annual Maint Amount
$1,299.46
$1.365.00
$1,434.00
$1,506.00
$1,582.00
$1,662.00
$1.746.00
$1,834.00
$1.926.00
Annual Malnt 11
Entirely
Prepaid In
,Advance
$1,261.00
$2,504.00
$3,723.00
$4,913.00
$6,068.00
$7,182.00
$8,248.00
$9,257.00
$10,201.00
Effective
Discount
Factor
3%
9%
15%
21%
27%
33%
39%
45'%
51%
N E j;.ht~,~~"
Schedule M for Customer Name Here. Hit Main Menu to change
Nexus IS Maintenance Worksheet
City of San Bernardino - Police Station
Schedule-M
Standard 8/5 Maintenance, Parts & Labor Coverage
2009-148
Ports Per Total Total Annual
# 01 Cards Equipment Type Description Card Potls Amount
24
NEAX 2400
Analoa Station Cards
16lC
Diailal Station Cards
16ELC
Trunk Cards
CKoo
BCOT
240TR
Miscellaneous Cards
CS02lCS07/0BlOO
4RST
6
1
4
3
1
2
16CH MW Lamp or Stutter Dial Tone
16
384
96
4
32
72
2
8
o
$7,675.08
$2.558.36
$0.00
$213.20
$479.69
$53.30
$0.00
Customer Intials
$914.97
$10,979.64
Dated: 26-Mar-09
16CH Dlerm Series (III, E, & i) Interface Card
16
First Year Maintenance
Second Year Maintenance
Third Year Maintenance
Forth Year Maintenance
Filth Vear Maintenance
Sixth Year Maintenance
Seventh Year Maintenance
Eighth Year Maintenance
Ninth Year Maintenance
Phase Lock Oscillator
8CH Central Office Trunk Package
24CH T1 Digital Trunk Card
4
8
24
Annual Malnt If
Entirely
Prepaid In
Advance
$10,651.00
$21,143.00
$31.434.00
$41,477.00
$51.222.00
$60,613.00
$69,591.00
$78.091.00
$86.042.00
Effective
Discount
Factor
3%
9%
15%
21%
27%
33%
39%
45%
51%
2CH Console Interface Package (Old Style)
4CH Register I 4 Sender Card
2
4
1
Date
Monthly Maintenance Total
First Year Maintenance Total
I
Annuallntlallon Factor
5% I
Annual Malnt Amount
$10,979.64
$11,529.00
$12,106.00
$12,712.00
$13.348.00
$14,016.00
$14,717.00
$15,453.00
$16,226.00
N E ~~ US))
l"'nlt'9r.atcn Serv,ces.
Schedule M for Customer Name Here. Hit Main Menu to change
Nexus IS Maintenance Worksheet
City of San Bernardino - Water Reclamation
Schedule-M
Standard 8/5 Maintenance, Parts & Labor Coverage
2009-148
Ports Per Total Total Annual
1# of Cards Equipment Type Description Card Ports Amount
NEAX l000/2ODO/IVS2IIPSIDMlDMr
Malea LIne Cards
4LCD
Dlaltsl Line Cards
4DLC
Trunk Cards
4COTB
24DTA
4
14
3
1
Analog Stalion Card
4
16
$336.38
$1,569.79
$84.10
$168.19
Customer Intials
$179.87
$2,158.46
Dated: 26-Mar-09
Dlerm Interlace Card (Series IIVE/I)
4
56
First Year Maintenance
Second Year Maintenance
Third Year Maintenance
Forth Year Maintenance
Fifth Year Maintenance
Sixth Year Maintenance
Seventh Vear Maintenance
Eighth Vear Maintenance
Ninth Year Maintenance
Analog C/O Trunk Interface
Digital T-1 Trunk Interlace
12
24
t.I
Annual Malnt If
Entirely
Prepaid In
Advance
$2.094.00
$4.157.00
$6.181.00
$8.157.00
$10,075.00
$11,924.00
$13,692.00
$15.366.00
$16.932.00
Effective
Discount
Factor
3%
9%
15%
21%
27%
33%
39%
45%
51%
4
24
Date
Monthly Maintenance Total
First Year Maintenance Total
I
AnnUallnflahon ...actor
5"/0 I
r:t::l'
Annual Malnt Amount
$2,158.46
$2.267.00
$2.381.00
$2.501.00
$2.627.00
$2.759.00
$2.897.00
$3.042.00
$3.195.00
Schedule M for Customer Name Here. Hit Main Menu to change
2009-148
N E ~~.~"~,~~"
Parts Per Total Total Annual
# of Cards Equipment Type Description Card Ports Amount
Nexus IS Maintenance Worksheet
City of San Bernardino - Water Yards
Schedule-M
Standard 8/5 Maintenance, Parts & Labor Coverage
NEAX l000I2000/IVS2JIPS/DMlDMr
Analaa line Cards
5 4LCD Analog Station Card 4 20 $302.40
Dialtalllne Cards
11 40LC Dterm Interface Card (Series IIVEII) 4 44 $887.04
Trunk Cards
6 4COTB Analog CIO Trunk Interface 4 24 $120.96
1 24DT A Digital T-1 Trunk Interface 24 24 $120.96
Miscellaneous Cards
BASTA DTMF Receiver 8 8 $40.32
Customer Intials
Date
Monthly Maintenance Total
First Year Maintenance Total
$122.64
$1,471.68
Dated: 2~Mar-09
I
Annuallntlatlon factor
5% 1l:C
Annual Malnt If
Entirely
Prepaid In
Advance
$1,42B.00
$2,835.00
$4,216.00
$5,564.00
$6,873.00
$8,134.00
$9,340.00
$10,482.00
$11.551.00
Effective
Discount
Factor
3%
9%
15%
21%
27%
33%
39%
45%
51%
First Year Maintenance
Second Year Maintenance
Third Year Maintenance
Forth Year Maintenance
Fifth Vear Mainlenance
Sixth Vear Maintenance
Seventh Vear Maintenance
Eighth Year Maintenance
Ninth Year Maintenance
Annual Malnt Amount
$1,471.68
$1.546.00
$1.624.00
$1.706.00
$1,792.00
$1,882.00
$1,977.00
$2,076.00
$2.180.00
N ~ J:~.Yo~,~~
2009-148
SERVICE AGREEMENT
This Service Agreement is by and between Nexus IS, a Delaware corporation
located at 27202 West Tumberry Lane, Valencia CA 91355 (herein after referred
to as "Nexus IS"), and San Bernardino Citvof
(herein after referred to as "Client"). The parties agree that the terms and
conditions of this Agreement will govern the Client's purchase of Service
coverage, and no other terms and conditions shall apply. As applicable, this
Agreement may include one or more of the following documents:
SCHEDULES,
x- Schedule M - Summary of Products Covered
x- Schedule S - Service Guidelines
COVERAGE,
o Parts Only
X - Parts and Labor
SERVICE LEVEL,
x- Standard 9 x 5 (Monday through Friday, excluding Nexus IS holidays. from
8:00 a.m. to 5;00 p.m. local time.)
o Premium 24 x 7 (24 hours of every day. including holidays)
TERM,
- One Year
[81 Three Years
Start Date: 7.1-2009
SERVICE FEE FOR TERM OF CONTRACT,
$136.821.90
Client can cancel allhe end of each year with no penalty.
BILLiNG:
o Quarterly
Annually (billed in Advance)
[81 Other (Please describe)
MONTHLY
I. The Agreement:
A. This Agreement is between the "Parties" (Nexus IS and Client/you), who
have indicated their willingness to abide by its terms and conditions by signing
below. lnese Terms and Conditions will apply to Enhanced Warranty,
Maintenance Service and other related services (together stated as "Services").
This Agreement is not valid until Nexus IS has signed. Client authorizes Nexus
IS to obtain a commercial credit report and agrees to provide additional financial
and business information reasonably requested by Nexus IS. In signing, the
Parties agree that the Agreement has been authorized and is binding and will be
in effect until terminated or cancelled as provided below.
B. This is the entire agreement between the Parties. None of the prior discussions
or agreements between the Parties, whether they were verbal or in writing, will
still be effective. Any changes to this Agreement have to be in writing. If Client
submits its own Purchase Order (PO), then the terms and conditions on Client's
PO are expressly excluded.
C. This Agreement is specific to the Parties and circumstances it reflects. The
Parties agree that they will not assign this Agreement without the other Party's
consent. Both parties agree to be reasonable in evaluating a request for
assignment. Client agrees that Nexus IS may assign this Agreement to a present
or future parent company, an affiliate or successor, and may assign its rights to
receive payment from Client. Nexus IS may also subcontract all or a portion of
the work required, but will remain fully responsible for the Services performed.
D. Initial Service Terms: The Initial Maintenance Service Term will begin on the
date that the original producl warranty for the equipment, software and associated
wiring ("Products") being serviced expires or upon the date of this Agreement (if
applicable for certain software products) and will extend for the period of time
specified on Schedule M. The Initial Enhanced Warranty Service Term will
begin on the date of this Agreement and will extend for the period of time
specified in Schedule M.
E. Renewal Term: AT THE EXPIRATION OF AN INITIAL TERl\l, THIS
AGREEMENT SHALL BE RENEWED AUTOMATICALLY FOR
SUCCESSIVE ONE.YEAR TERMS APPLYING THE THEN MOST
SIMILAR CURRENT GENERALLY AVAILABLE SUPPORT PLAN
OFFERING FOR THAT PRODUCT AND THEN CURRENT RATES IN
EFFECT AT THE TIME OF RENEWAL. UNLESS EITlIER PARTY
Rev 06010411
GIVES THE OTHER PARTY WRllTEN NOTICE OF ITS INTENT NOT
TO RENEW AT LEAST THIRTY (30) DAYS BEFORE THE
EXPIRATION OF ANY INITIAL OR RENEWAL TERM. Nexus IS can
also notify you ninety. (90) days in advance of the time of renewal that Service
for specific Products covered under this Agreement will not be renewed.
F. Definitions: Maintenance Service: Service(s) purchased for the purpose of
having Product(s) maintained in good working order.
2. Coverage:
A. Your level of Services is defined by the Option(s) you have chosen on
Schedule M.
B. You must extend covel age to all "like products. .. meaning any equipment
used in the system that is of the same make and model as the Products covered, or
is a functional equivalent to those Products. Any additions you make to Products
installed at your location, or any additions electronically identified by Nexus IS
while providing remote diagnostics and correcting actions shall be automatically
added, along with a proportional increase in cost, to the Service coverage. "Like"
products purchased from a vendor/supplier other than Nexus IS or its authorized
agent ("Third Party Products"), must be added to your Service Agreement to
ensure coverage. These products may require certification, which will be done at
Nexus IS's then current rates.
e. From time to time, our Services may require the replacement of parts or
components in your system. Those replacement parts or components may be
new, used, or refurbished, provided that they perform according to original
specifications. Any parts or Products replaced will become the property of Nexus
IS.
J. Statement of Common Understandings:
A. The Parties acknowledge and understand that no one can guarantee the
uninterrupted, error free operation of the products or network for which Nexus IS
is ~.lJovlding Service(s), the absolute security of voice and data systems from
fraudulent intrusion or the unauthorized use or disclosure of proprietary
information, or the failures or quality degradations that can occur with public or
private transmission facilities, including in particular Telephony over
Transmission Control Protocol/Internet Protocol ("TeP/IP") These compromises
may become more acute if Client fails to follow Nexus IS's recommendations for
configuration, operation and use of the Product.. Client is aware of the risks and
tradc--offs associated with different transmission facilities, security systems and
possible misuse of certain features, and Client freely assumes full responsibility
for ensuring that its networks and systems are adequately secured against
unauthorized intrusion and misuse and that its data is sufficiently protected and,
where appropriate, back-up (o'..s are made.
B. If Client requests, Nexus IS will perform repair or other services not covered
by this Agreement in accordance with the Option Client has chosen.
C. Client agrees to notify Nexus IS prior to moving, reconfiguring or integrating
new equipment or software with any of the products or facilities that Nexus IS is
servicing under this Agreement (a "Change"). The Parties recognize that
additional charges may apply as a result of that Change, and that some Changes
may make it impossible for Nexus IS to provide the Service(s). If, in connection
with Change, Client: (i) fails to notify Nexus IS in advance; (ii) refuses to pay the
additional charges that Nexus IS in good faith determines will be caused by the
Change; or (iii) has resulting products or a system on which Nexus IS can not in
good faith pcrfonn the Services, Nexus IS has the right to treat the Change as a
cancellation by Client and recover the Cancellation Fees in Section 8.
D. These Common Understandings and the Parties allocation of risks are
reflected in the specific terms and limitations in this Agreement.
4. As its !\laintenance Coverage. Nexus IS Will:
A. Perform the Services in a workmanlike manner consistent with the terms of
this Agreement.
5. To Access the Maintenance Coverage, Client Will:
A. Provide accurate information on its facilities and network, ensure that the
location for any Service to be performed is free from hazards and in the condition
that is specified in the Agreement. and provide Nexus IS access to the location
where work is to be performed (including remote access for diagnostic and
corrective actions).
n. Make all payments when due; and
C. Promptly notify Nexus IS of any complaints or problems with Nexus IS'
performance of the Services and allow Nexus IS a reasonable time to cure any
defects by providing the repair/replacement services to which Nexus IS is
committed.
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2009-148
Nexus IS's exercise of its rip his under this Section. Client agrees to reimburse
Nexus IS for any costs of collection. including reasonable attomey's fees.
9. Settlement of Disputes:
Any controversy or claim whether based on contract, tort, strict liability, fraud.
misrepresentation, or any other legal theory, related directly or indirectly to this
Agreement ("Dispute") shall be resolved solely in accordance with the terms of
this Section 9. If a Dispute arises. the parties will attempt to resolve the Dispute
through good faith negotiation with regional. senior level management within
forty-five (45) days of notification of the Dispute. Should such negotiations fail
to settle any Dispute, the parties agree to submit the Dispute to binding
arbitration. The Federal Arbitration Act, 9 U. S. c., ~ 1 et seq., not state law, will
govern the arbitrability of all claims. The laws of the State of California, without
regard to any otherwise applicable choice or conflict of laws provisions. will
govern this Agreement. The arbitration shall be administered by JAMS pursuant
to its Streamlined Arbitration Rules and Procedures. The arbitration shall be
conducted in a location to be mutually agreed upon by the parties, or in the event
an agreement cannot be reached, in the location of the respondent. Either party
may request from the arbitrator injunctive relief to maintain the status quo until
such time as the arbitration award is rendered or the Dispute is otherwise
resolved. The arbitrator shall not have authority to award punitive damages. The
arbitrator shaH only have authority to award compensatory damages and shall not
have the authority to award punitive, exemplary or any other non-compensatory
damages or any other form of relief except injunctive relief. The arbitrator's
decision and award shall be final and binding, and judgment upon the award
rendered by the arbitrator may be entcred in any court having jurisdiction for the
purpose of enforcing the arbitrator's decision. Each party shall bear its own
expenses. The parties, their representatives, other participants and the arbitrator,
if any shall hold the existence, content and result of arbitration in confidence.
Any Dispute Client has against Nexus IS with respect to this Agreement must be
brought within two (2) years after the discovery of damage or injury. To the
extent not prohibited by iaw, the parties hereby knowingly, voluntarily and
intentionally waive any right to trial by jury that either party may have in any
action or proceeding, in law or in equity. in connection with this Agreement. If
any party files a judicial or administrative action asserting claims subject to
arbitration, and the other party successfully stays such action and/or compels
arbitration of said claims, the party filing such action shall pay the other party's
costs and expenses incurred in seeking such stay and/or compelling arbitration.
including reasonable attorneys' fees; provided, however, either party may apply to
a court having jurisdiction thereof for the entry of injunctive relief to maintain the
status quo until such time as the arbitration award is rendered or the controversy
is otherwise resolved or for an order requiring specific performance of the
obligations under this Agreement.
10. Damage Limitalions:
NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL. INCIDENTAL.
CONSEQUENTIAL. EXEMPLARY DAMAGES ARISING FROM OR IN
ANY WAY RELATED TO THIS AGREEMENT WHETHER ARISING
UNDER A THEORY OF CONTRACT. TORT (INCLUDING NEGLIGENCE)
OR OTHERWISE. INCLUDING. WITHOUT LIMITATION. DAMAGES FOR
LOST PROFITS. WHETHER OR NOT EITHER PARTY WAS ADVISED
ABOUT THE POSSIBILITY OF SUCH LOSS OR DAMAGE. EXCEPT FOR
DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR FOR
BODILY INJURY OR DEATH TO ANY PERSON FOR WHICH NEXUS IS'S
SOLE NEGLIGENCE WAS TilE CAUSE. IN NO EVENT. INCLUDING A
FINDING OF FAILURE OF ESSENTIAL PURPOSE. SHALL NEXUS IS BE
LIABLE FOR DAMAGES GREATER THAN THE AMOUNTS RECEIVED
FROM CLIENT UNOER THIS AGREEMENT.
I HAVE READ AND A%l~~T mf.eTERMS AND CONDITIONS ABOVE.
Accepled By:
6. Exclusions:
A. NEXUS IS' OBLIGATION WITH RESPECT TO WARRANTIES AND
CLIENT'S SOLE REMEDY IS LIMITED TO THE REMEDIES STATED IN
SECTION 2. NEXUS IS OISCLAIMS ALL OTHER WARRANTIES.
EXPRESS OR IMPLIED. RELATED TO THE PARTS AND SERVICES
SUPPLIED UNDER THIS AGREEMENT, INCLUDING. BUT NOT LIMITED
TO. FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTlBILlTY.
B. Nexus IS is not responsible for: (l) failures in the Services that result from
abuse or misuse of the products being serviced; (2) Clients' failure to follow
Nexus IS' or manufacturer's installation, operation. and maintcnance instructions,
including Client's failure to permit Nexus IS timely remote access to the
products; or (3) any modification made to the Products by anyone other than
Nexus IS (including but not limited to attaching other equipment or materials to
or loading computer software on the Products).
C. Force Majeure. Nexus IS will not be liable to Client for any delays, failure in
performance or damages due to fire, explosion, power failures. pest damage,
lightning or power surges. strikes or labor-disputes, water, acts of God, war
(declared or undeclared), terrorism. civil disturbances, acts of civil or military
authorities or the public enemy, inability to secure raw materials. transportation
facilities. unauthorized use of the Products, or other causes beyond Nexus IS's
control.
7. Price and Paymenl
A. Client agrees to pay all invoices upon receipt. Unless otherwise set forth in a
Schedule, Client agrees to pay the monthly charges for the initial term and the
applicable charges for any renewal term. Where it applies you may prepay the all
or part of the entire initial term. If you fail to pay invoices when due, Nexus IS
has the right to withhold further Services until it is cured. These provisions are in
addition to any rights Nexus IS has under any section of this Agreement.
B. Nexus IS will charge interest at a rate of 18% per year (or the maximum rate
allowable by law, whichever is less), on any past due balances that are not paid
within thirty (30) days from the date of the invoice. This charge will not apply to
balances in dispute that are resolved in your favor.
8. CancellationfTerminalion
A. Once a Service Term has commenced for any Initial or Renewal Term. Client
may cancel coverage upon thirty(30) days written notice to Nexus IS. If Client
notifies Nexus IS of its intent to cancel during the first thirty. (30) days of any
Initial or Renewal Term. Client will only be responsible for the charges for the
period of coverage up until the effective date of termination. If the Cancellation
occurs after the first thirty (30) days of any Initial or Renewal Term, Client agrees
to pay a "Cancellation Charge" equal to the monthly charges for twelve (12)
months or the time remaining on the Term then in place, whichever is less.
Client further agrees that the Cancellation Charge is not a penalty, but is in lieu of
the actual damages that Nexus IS will incur. the precise amount of which may be
difficult to determine. If Client has paid for the Services in advance, Nexus IS
will deduct the charges due and refund the balance.
R If Nexus IS fails to perform its duties under this Agreement and that failure
continues for thirty (30) days after receipt of written notice from Client. Client
may cancel this Agreement and will not have to pay the Cancellation Charge.
e. Client agrees that Nexus IS can, if any payment is not received within thirty
(30) days of its due date, stop providing the Services. any work under this
Agreement, or terminate this Agreement as it sees tit. Upon termination under
this clause, Client agrees to pay Nexus IS the Cancellation Charge. Clienl
wahles any right to claim damal!,es for any loss of profits. business
interruplion. loss of information or any other direct, indirecl, consequential.
incidental or punilive damaRes that arise out of or are in any way relaled to
Authorized Signature (requir
C\r)O.,Ie.",,> MQ.,\'\ed~
Typed/Printed Name:
A \J..~\).S1' I lv)'ZUCfi
Dale (required)
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Authorized Acceptance
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Typed/Printed Name:
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Date (required)
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