HomeMy WebLinkAboutNETWORK INTEGRATION COMPANY PARTNERS, INC.6 N-2017-04.8
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Wkark integration Company Partners, Inc. Network Eleetronic5 Service AGreenlent For
City of Santa An, on behalPof Santa r-Atiti Public Library
INSURANCE NOT REQUiREO
WORK My PROCEED
CLERK Of COUNCIL
DATEt. iff 0 n 2017 NETWORK INTEGRATION COMPANY PARTNERS, INC.
SERVICE AGREEtMENT
WITH: CITY OF SANTA ANA, ON BEHALF OF SANTA ANA PUBLIC LIBRARY
FOR: FURNISHING NETWORK ELECTRONICS AT FIVE (5) SANTA ANA PUBLIC
LIBRARY LOCATIONS
THIS SERVICE AGREEMENT is trade and entered into by and between NETWORK
INTEGRATION COMPANY PARTNERS, INC,, a California corporation, hereinafter referred
to as "Service Provider," and CITY OF SANTA ANA, ON BEHALF OF SANTA ANA
PUBLIC LIBRARY, hereinafter referred to as "Owner."
The Service Provider agrees to perform the tasks and obligations set forth in the E -Rate Year
20 documents attached to and incorporated into this Agreement as electronic [tern 21
spreadsheets For five (5) Santa. Ana Public Library locutions, and the "E -Rate: Attttclunent to
Service Agreement for Project (7192-16C.1. Network Electronics for Santa Ana Public Library."
The term o,F this Agreetnent shall be effective on this l S T day of Jai , ,
2017, and shall end no later than September 30, 2015.
PRICING
The "E -Rahe Attachment to Service Agreement" otttlines.payrnent disbursement and is held to
the E -Rate Program rules and compliance, Funding is trade available upon application approval
by the Schools and Libraries Division ("SLD") of the Universal Service Administrative
Company ("USAC"), and is contingent upon approval of E -Rate funding.
The contract stun, for the equipment and materials furnished by the Service Provider is in the
arn6unt b . t\ty-Tw0 Tll0tlslnfl Nelle lFllllld!"Cil Twelve attfl 05iI00 13ollars ( b2,e)12.05),
which is the total sum of the base bid.
Included in the total sum of the base bid for this project is the following:
Materials and egcFipment as outlined in Exhibit "A" --- Santa Ana Public Library
Equipment Schedule in the Network Electronics Request for Proposal pttblished on
March 24, 2017.
A five percent (59/u) contingency fee (five percent of the base bill) in the amount of Three
Thousatzd One Hundred Forty -Five and 601100 Dollars ($3,145,60), shall be part of this
project. Service Provider agrees that the contingency wit[ be used for adds, moves, and changes
requested by the Owner during the constrt.tction process for eligible services only, If the Owner
does not request adds, moves, or changes the contingency will be given back to the E -rate
program.
Page 1of4
ct%vork hitegrotion Company Partiwrs, Inc, Network Electronics Ser%icy Agret:nient for
City oC Santa Arta, on behal l' of Santa Ana Public library
PAYMENT TERNS
Payment to the Service Provider is on Net 30 -day terms, The Service Provider will bill IDO"ro
of egUilarnent and Materials upOn receipt.
TAXES
Pricing shown may not include all sales or other tares imposed on the sale of goods and services.
Taxes now or hereafter upon sales or shipments shall be added to the purchase price. The Owner
agrees to reimburse the Set -vice Provider for any SUCK tax or provide Service Provider with
acceptable tax exemption.
SUSPENSfON OF SERVICES
If the Owner fails to make payments when due or otherwise is in breach or this Agreement, the
Service Provider may suspend performance of services upoti five (5) calendar clays' notice to
the Owner. The Service Provider shall have na liability whatsoever to the Owner for any costs
or damages as a result of such suspension caused by any breach of this Agreernent by the Owner,
TERNIINATION OF SERVICES
If the Owner fails to make payment to the Service Provider in accordance with the payment
terms herein, this shall constitute a material breach of this agreement and shall be cause for
termination by the Service Provider,
SET -OFFS, BACKCHARGES, DISCOUNTS
Payment of invoices is in no case subject to unilateral discounting or set -offs by the Owner, and
payment is Clue regardless of suspension or termination of this Agreement by either party.
INDEMNITY
Each party shall be responsible for and hold the other party harmless from any loss SLlstained
by such party relating to death, bodily injury, or dalriage to tangible physical property which is
caused by the negligent acts or Omissions of the party's agents or employees,
ARBITRATION
All claims, disputes, and other matters in question arising out of, or relating to, this Service
A3reetrient or the breach thereof, shall be decided by arbitration in accordance with the
Construction IndLlstry Arbitration Rules of the American Arbitration.. Association then obtaining
Unless the parties rrtutually agrec otherwise, This agreement to arbitrate shall be specifically
enforceable under the prevailing arbitration law, The award rendered by the arbitrators shall be
final, and judgment rn.ay be entered upon it in accordance with applicable law in any court
!laving jurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with
the other party and with the American Arbitration Association. The demand for arbitration shalt
be glade, within a reasonable tithe after the claire, dispute, or other matter in question has arisen,
but in no event shall it be made after substantial completion of the project for which this Set -vice
Agreement is awarded.
Page 2 of
Network hitcwsration Company ['artmi ys. Inc. Network Electronics Service A-reennct5t for
City of Santa Ana, on beha[f of Santa Ana Public Library
LIABILITY
Service Provider shall not, in any event be liable to Owner for incidental or consequential
damages, including without limitation, lost business, profit or unavailability of all or part of the
system. The pricing granted elsewhere in this agreement is based upon and is in partial
consideration for this limitation on remedies.
WARRANTY
Warranties for fulfillment or drop -ship orders are provided by the rnant.rfacturer directly.
Warranty length varies by Mnufacturer. The Owner should refer to warranty conditions
provided in product shipments for more information.
OWNERSHIP
Upon receipt of products, the Owner assumes the risks and ownership of all materials. The
Service Provider may retrieve -from the Owner's premises any material supplied where payment
has not been tendered. The Uniform Commercial Code of California shall govern the sale of
products related to this Service Agreement and shall not be assignable, but shall bind the
representative and successors of the parties and their benefits.
RETURNS
Credit may be allowed for goods returned with prior approval. A deduction may be made from
credits issued to cover the cost of Dandling and restocking charges.
BELAYS
Service Provider is not responsible for delays in delivery occasioned by acts of God or other
circumstances over which the Service Provider has no control,
MISCELLANEOUS
This Service Agreement constitutes the entire understanding of the parties with respect to the
subject matter of this Service agreement and merges all prior communications, representations,
and agreements. This Service Agreement may be modified only by a. written agreement Biped
by the patiies. Y any provision of this Service A.reement is held to be ktnenforceable For any
reason, such provision shall he reformed only to the extent necessary to make it enforceable.
This Agreement shall be construed tinder the laws of the state where equipment and materials
are rendered, excluding, rules regarding conflicts of law,
Page 3 of 4
Nk +n work Integration Company Parmers. hic. Network Ekctronics Service Agreument For
City ol'Sama rani, on behalrorSanta Ant Public Library
IN WITNESS WHEREOF, the patties hereto have, by their duly authorized representatives,
exec iwd this Service Agreement as of the clay of I v > 2017.
CITY OF SANTA ANA, ON BEHALF OF
SANTA ANA PUBLIC LIBRARY
ROBERTCORTEZ
Deputy City Manager
TITLE
NETWORK INTEGRATION COMPANY PARTNERS, INC,
Dated: ff �---�-ul L
s1PPROVFD AS TO FORM
w &a. -��
lut Yl, Funk
Assistant City z\zomey
By:a + .
ndy Cuberly
Vice President of Operations
.ATTEST
alL/J—
1 Maria D, l-luizar
Oji jClerk or the Cotntcil
Page 4 or 4
RECOMyILINDED FOR APPROVAL
M
Ja Culla --�
C �erTeclmoloay Innovations Orfieer
"E -RATE ATTACHMENT to SERVICE AGREEMENT"
for
PROJECT 0492.160,1 Network Electronics for Santa Ana Public Library
THIS ATTACHMENT, hereafter referred to as "Attachment", is entered into by and between the City of
Santa Ana, on behalf of the Santa Ana Public Librar , hereinafter called "Owner", and
Network integration Company Partners, Inc, hereinafter called "Service Provider", and is an attachment to the
Agreement provided by the Service Provider, hereafter referred to as "Agreement". Owner and Service
Provider are sometimes individually referred to as "Party" and collectively as "Parties," The terms and
conditions set forth in this Attachment shall take precedent over any other agreement between the Parties.
NOW, THEREFORE, the Parties, in censideratlorn of the mutual covenants hereinafter set forth, agree as
follows:
1. Scope of Work. The Service Provider agrees to furnish all services and/or equipment necessary
to perform and complete, in a good workmanlike manner, the work in strict accordance with the
Request for Proposal No. 0492-160.1 Network Electronics_ for Santa Ana Public Library.
2, Contingency. The Service Provider understands that the Agreement is contingent on the Owner's
receipt of federal and/or state funds for the work covered under the Agreement such that the total
expenditure by the Owner. under the Agreement shalt not exceed $25,000. If the Owner does not
receive adequate federal andlor state funds to satisfy this condition, the Agreement shall be null
and void. In the event that the Agreement is rendered void, the Owner will not be liable for any
costs incurred by the Service Provider prior to the issuance of a Notice to Proceed.
3. Total Contract Price, As full consideration for the faithful performance of the agreement, Owner
shall pay to Contractor, subject to any additions or deductions as provided in the Contract
Documents, the sum of:
Total sum of Base Bid
Sixty -Two Thousand Nine Hundred Twelve and 051100 Dollars ($ 62,912.05
Contingency amount (if applicable)
Three Thousand One Hundred Forty -Five and 601100 Dollars (s 3,145.60 }.
CONTRACTOR LEAVE BLANK TO BE FILLED IN BY THE OWNER
Total sum of Base Bid + Contingency and Addltive Alternates #1 , #2_, #3 , 44 #5
_Dollars ($_ j.
4. Payment. The payment method for the agreed upon service shall be USAC's Service Provider
Invoicing (SPI). Service Provider agrees to invoice the Owner for the undiscounted amount of the
service only and shall be responsible to prepare and submit the Form 474 for the reimbursement
of the discounted amount from USAC. The Service Provider agrees that prior to submitting the
Form 472,
a. Service Provider has performed the services that reimbursement is being requested for,
and
b. Service Provider has submitted a discounted invoice to the Owner for the reimbursement
amount being requested for.
In the event that the Owner authorizes the Service Provider to begin service prior to filing a Form
486 (Receipt of Service Confirmation Form), the Owner agrees to pay the Service Provider in foil
for the discounted and undiscounted amount of the accepted service(s) received. The Owner
shall, at their sole discretion, seek reimbursement for the discounted amount of the service
provided from USAC, The Owner shall do so by preparing and submitting a Form 472 Wled
Entity Applicant Reimbursement (BEAR) to USAC. Service Provider agrees to remit any and all
reimbursement payments received by the Service Provider as a result of a Form 472 filed by the
Owner, within 20 business days after receipt of funds released by USAC.
5. Service Delivery. In compliance with the E-rate program rules, Parties agrees that the service(s)
under the Agreement will not begin prior to Aprll 1, 2017, or extend beyond September 30, 2018,
without prior approval of USAC. Parties agree that no service(s) may commence unci! the Service
Provider has received a duly authorized written Notice to Proceed from the Owner.
S. Growth Clause. The Parties agree that during the term of the Agreement the Owner may increase
the scope of the agreed upon service(s) in whatever manner that best meet the interest of the
Owner. No change to the Agreement shall be enforceable unless agreed upon in writing by both
Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered as of the Effective Date set forth in the introductory paragraph above.
"OWNER"
Santa Ana Public Library, 1%
By:
Z
Name
"SERVICE PROVIDER"
Net1P1Qrk Integration Come ParfinerS, Inc.
By; ' _ ✓-
Name
AndyCUberly��
Title:�� Pv +,i - C)
iN M q Yt GiA e }r Title: Vice President ofOperations
Cate Date:
April 27, 2017.
APPROVED AS TO FORM ATTEST RECOMMENDED FOR APPROVAL
9hn M. Funk Maria D. Hulzar J k Ciulla
ssistant City Attorney -r
''�lerk of the Council lief Technology Innovations Officer