HomeMy WebLinkAbout10 APPROVE CSA WITH XONOVIA TECHNOLOGIES0 . Agenda Item 10
- - - - - - - - - - AGENDA REPORT Reviewed:
City Manager
Finance Director f A ., x.
MEETING DATE: MARCH 19, 2013
TO: JEFFREY C. PARKER, CITY MANAGER
SUBJECT: APPROVE AGREEMENT FOR INFORMATION TECHNOLOGIES
SERVICES: NETWORK MIGRATION PROJECT
City Council approved funding for fiscal year 2012-2013 to upgrade the City's computer
network infrastructure in order to improve speed, efficiency, redundancy, security, and
support a new Voice over Internet Protocol (VOIP) phone solution.
It is recommended that City Council approve the agreement between the City and
XONOVIA Technologies to complete the Network Migration Project.
FISCAL IMPACT:
Sufficient funds have been appropriated in the Equipment Replacement Fund (Fund
186) for the Network Migration Project. A total of $950,000 was budgeted in fiscal year
2012-2013 for the City's computer network infrastructure upgrade, which includes
cabling, network migration, and VOIP. Since the project is anticipated to be completed
by August 31, 2013 any unexpended budgeted funds for this project will be carried
forward and appropriated in fiscal year 2013-2014 budget.
The City's current network infrastructure consists of equipment that has served its
useful life and is in a configuration that is no longer relevant or capable of supporting the
changes in technology over the past ten years. The existing cabling infrastructure does
not provide the necessary bandwidth to accommodate or meet the current usage and
reliance of newer and future technological needs. In the fiscal year 2012-2013 budget
funds were appropriated to upgrade the City's computer network infrastructure.
The City's Information Technology staff has recommended that the computer network
infrastructure upgrade be separated into three phases, 1) Cabling project; 2) Network
APPROVE AGREEMENT FOR INFORMATION TECHNOLOGIES SERVICES: NETWORK MIGRATION PROJECT
March 19, 2013 page 2 of 3
migration project; and 3) VOIP implementation. Each phase of the project will overlap
to some degree and it's anticipated that the project will be completed by August 31,
2013.
The first phase, cabling project, of the computer network infrastructure upgrade is
currently underway. On December 4, 2012 the City Council awarded a contract to
Vertex Communications Inc. (Vertex) to install Category 6 cabling in all City owned
facilities. It is anticipated that this phase will be completed by June 30, 2011
The second phase, network migration project, of the computer network infrastructure
upgrade will start shortly after the approval of the agreement between the City and
XONOVIA Technologies (XONOVIA). The City currently has an agreement with
XONOVIA for network services that supplement the Information Technology (IT) staff's
expertise. This agreement will expand upon the existing agreement and provide staff
with the support necessary to complete the network migration project in a timely manner
to facilitate VOIP implementation. IT is an ever expanding field as new technological
breakthroughs and standards are developed which makes it nearly impossible for any
one person or group to have the expertise necessary to support every facet of IT.
Therefore, it becomes increasingly important and more cost effective to supplement our
core competencies with subject matter experts in order to effectively and efficiently plan
for and implement solutions that will meet the City's current and future needs.
The network migration project will encompass the assessment of the current network
infrastructure to determine deficiencies and to make recommendations for
improvements to the network to ensure that it will be ready for the VOIP solution. A
VOIP network has unique requirements to operate efficiently and effectively. As such,
our infrastructure will need to be assessed to determine what upgrade will be needed to
ensure that the VOIP solution, when selected, will operate efficiently and effectively
when deployed.
The scope of services with XONOVIA (attachment A of the agreement) doesn't include
the acquisition of any network equipment. As such, any and all equipment
upgrades/purchases will be acquired consistent with the City's Purchasing Policy.
The third phase, VOIP implementation, of the computer network infrastructure upgrade
will be brought back to the City Council at a later date.
Sean Tran
Administrative Services Manager
Attachments: AGREEMENT FOR PROFESSIONAL SERVICES
Information Technology Services — Network Migration Project
AGREEMENT FOR PROFESSIONAL SERVICES
Information Technology Services — Network Migration Project
This Professional Services Agreement for Information Technology Services for
the Network Migration Project (this "Agreement") is entered into as of April_, 2013
(hereinafter referred to as "Effective Date"), by and between the City of Tustin, a
government entity organized under the laws of the State of California ("Customer"), and
XONOVIA Technologies, a corporation organized under the laws of the State of
California ("XONOVIA"). XONOVIA and Customer are sometimes hereinafter
individually referred to as "party" and/or collectively as the "parties."
1. ' Scope of Services. XONOVIA agrees to perform all services necessary to
complete in a manner satisfactory to Customer those tasks described in the Scope of
Services, attached hereto as Exhibit "A" (hereafter, the "Services"). Incidental work
related to the Scope of Services and not provided for in Exhibit "A" may be needed
during the performance of this Agreement. In the event Customer requests any
changes to the Services to be provided hereunder, including the scope and price
therefore or the terms thereof, such changes will be subject to written agreement by the
parties in accordance with Section 20. Customer agrees to perform any obligations of
Customer set out herein. Each party agrees its actions under this Agreement shall
comply with all applicable federal, state and local laws, ordinances, rules, regulations,
court orders, and applicable governmental agency orders.
2. Term of Acireement/Addendum(s). Unless earlier terminated in accordance
with Section 6, the initial term of this agreement is for twelve (12) months, commencing
on the Effective Date ("Initial Term"). The Customer may exercise an option to extend
the Agreement on the same terms and conditions set forth in the Agreement, by
providing written notice to XONOVIA in accordance with Section 13 of the Customer's
intention to renew the agreement at least 10 (ten) days prior to expiration of the Initial
Term. The term of each Addendum shall commence upon execution thereof and
continue for the term set out therein, unless such term is earlier terminated as provided
for in Section 6.
3. Compensation. For Services performed pursuant to this Agreement, and as
set forth in the Scope of Services, attached hereto as Exhibit "A", XONOVIA shall be
compensated by the Customer at the hourly rates stated in Exhibit "B". Total
compensation for the Network Migration Project shall not exceed $165,080 (One
Hundred Sixty Five Thousand and Eighty Dollars and Zero Cents) ("Maximum Contract
Amount")
4. Payments Terms. Customer will pay XONOVIA the fees and expenses as set
out in each invoice prepared by XONOVIA at terms of net thirty (30) days from the
applicable invoice date. All amounts past due shall bear interest at the rate of 1.5% per
month (or the maximum extent allowed under applicable law, whichever is less). Interest
charges shall accrue beginning on the date of original invoice of outstanding balance
889400.1
that is thirty (30) days or more past due. Customer shall pay all costs of collection for
amounts due hereunder, including reasonable attorney's costs and fees.
5. Taxes. The fees for the Services provided under this Agreement are exclusive
of local, state and federal sales, excise, personal property or other similar taxes or
duties, and Customer shall be solely responsible for any such taxes that may be
assessed on the provision of any Services under this Agreement.
6. Termination. Customer reserves the right to terminate this Agreement at any
time, with or without cause, upon ten (10) days written notice to XONOVIA, except that
where termination is due to the fault of XONOVIA and constitutes an immediate danger
to health, safety and general welfare, the period of such notice shall be such shorter
time as may be appropriate. Upon receipt of the notice of termination, XONOVIA shall
immediately cease all services under this Agreement, unless the notice provides
otherwise. XONOVIA shall be entitled to compensation for all services rendered prior to
the receipt of the notice of termination and for any additional services specified in the
notice of termination. In addition, XONOVIA reserves the right to terminate this
Agreement at any time, with or without cause, upon ten (10) days written notice to
Customer, except where termination is due to material default by Customer, the period
of notice may be such shorter time as XONOVIA may determine.
7. Indemnification; Limitation of Liability; DISCLAIMER.
(a) Indemnification. XONOVIA shall defend, indemnify and hold harmless
Customer, its officers and employees, from and against any and all
actions, suits, proceedings, claims, demands, losses, costs, and
expenses, including legal costs and attorneys' fees, for injury to or death
of person or persons, for damage to property, including property owned by
Customer, arising from errors and omissions of XONOVIA, its officers,
employees and agents, and arising out of or related to XONOVIA's
performance under this Agreement, except for such loss as may be
caused by Customer's sole negligence or that of its officers or employees.
XONOVIA shall also defend, indemnify and hold the Customer harmless
from any claims or liability for Customer health and welfare, retirement
benefits, or any other benefits of part-time or fulltime Customer
employment sought by XONOVIA's officers, employees, or independent
contractors, whether legal action, administrative proceeding or pursuant to
State statute.
b) Patent and Copyright Infringement. To the fullest extent permissible
under law, and in lieu of any other warranty by Customer or XONOVIA
against patent or copyright infringement, statutory or otherwise, it is
agreed that XONOVIA shall defend at its expense any claim or suit
against Customer on account of any allegation that any item furnished
under this Agreement, or the normal use or sale thereof arising out of the
889400.1
performance of this Agreement, infringes upon any presently existing U.S.
letters patent or copyright and XONOVIA shall pay all costs and damages
finally awarded in any such suit or claim, provided that XONOVIA is
promptly notified in writing of the suit or claim and given authority,
information and assistance at XONOVIA's expense for the defense of
same, and provided such suit or claim arises out of, pertains to, or is
related to the negligence, recklessness or willful misconduct of XONOVIA.
However, XONOVIA will not indemnify Customer if the suit or claim results
from: (1) Customer's alteration of a deliverable, such that Customer's
alteration of such deliverable created the infringement upon any presently
existing U.S. letters patent or copyright-, or (2) the use of a deliverable in
combination with other material not provided by XONOVIA when it is such
use in combination which infringes upon an existing U.S. letters patent or
copyright.
XONOVIA shall have sole control of the defense of any such claim or suit
and all negotiations for settlement thereof, XONOVIA shall not be
obligated to indemnify Customer under any settlement made without
XONOVIA's consent or in the event Customer fails to cooperate in the
defense of any suit or claim, provided, however, that such defense shall
be at XONOVIA's expense. If the use or sale of such item is enjoined as a
result of the suit or claim, XONOVIA, at no expense to Customer, shall
obtain for Customer the right to use and sell the item, or shall substitute an
equivalent item acceptable to Customer and extend this patent and
copyright indemnity thereto.
(c) DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT HEREIN,
NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED,
OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
WITH RESPECT TO THE SERVICES OR WORK PRODUCT PROVIDED
HEREUNDER.
8. Ownership. Except as may be otherwise agreed by the parties pursuant to
Section 20 with respect to any software or other work product identified therein,
Customer shall own all rights in and to all software and other work product (collectively,
"Work Product") developed by XONOVIA for Customer, including all intellectual property
and proprietary rights thereto. To the extent any Work Product is not considered a "work
for hire," XONOVIA agrees to assign and will assign and transfer, and will cause its
Personnel to so assign and transfer, to Customer all of its and their rights in and to such
Work Product. To the extent applicable, Customer hereby grants to XONOVIA a
nonexclusive, royalty free license to use the Work Product in performing the Services
during the term of this Agreement. Further, to the extent required by XONOVIA to
perform the Services, Customer will be responsible for obtaining all required consents
(including paying any license, transfer or upgrade fees) for XONOVIA and its Personnel
to access and use Customer's equipment and software, including any leased equipment
889400.1
and third party software, during the term. If XONOVIA is requested by Customer to
provide any XONOVIA proprietary software or other work product developed by
XONOVIA either prior to or independent of this Agreement, the parties will negotiate in
good faith for a license for Customer to use such software or other work product.
Without limiting the foregoing, nothing contained in this Agreement shall be considered
to restrict XONOVIA from any use of any ideas, concepts, methodologies, processes,
technologies or other know-how relating to the Services hereunder which XONOVIA,
individually or jointly with Company, develops or discloses under this Agreement.
9. Confidentiality. Each party shall hold in confidence the other party's
confidential and proprietary information ("Confidential Information") using the same
standard of care each party exercises in protecting its own Confidential Information.
Confidential Information of a party shall include, by way of example, all trade secret or
confidential information, procedures, production methods and other methods of
operation, products (including software), and business practices, plans and strategies.
No party will permit or authorize access to, disclosure of or use of the other party's
Confidential Information to any person or entity other than its officers, employees,
contractors and professional advisors who have a need to know such information
consistent with the rights and obligations of the recipient party with respect thereto and
who are under an appropriate burden of confidentiality with respect to such information.
Each party shall promptly notify the other in writing of the existence of any unauthorized
access, knowledge, possession or use of the other party's Confidential Information. The
obligations of this Section shall not (i) restrict any disclosure to government regulatory
authorities to the extent required for compliance with applicable laws and subject to
such protective measures as may be available to preserve the confidentiality of such
information following disclosure, nor (ii) restrict any disclosure required by law, such as
in response to a response to a request under the California Public Records Act or a
subpoena, nor (iii) apply to information that (a) is generally known to the public or
readily ascertainable from public sources; (b) is independently developed by the
recipient without further reliance on Confidential Information of the other party; or (c) is
obtained from an independent third party that created or acquired such information
without reliance on other Confidential Information of the other party and free of any
obligation to the other party. The parties' non-disclosure obligations and use restrictions
hereunder shall continue indefinitely beyond the termination or expiration of this
Agreement, unless a different period of confidentiality is specified in writing by the
disclosing party.
10. Independent Contractor. XONOVIA shall perform all work and services
required herein as an independent contractor of, and shall remain at all times as to the
Customer a wholly independent contractor with only such obligations as are consistent
with that role. Nothing herein shall be construed to create a partnership, joint venture, or
agency relationship between the parties hereto. At all times, the employees and
contractors of XONOVIA (collectively, "Personnel") shall be deemed employees and
contractors, as applicable, of XONOVIA and not of Customer, and XONOVIA shall be
solely responsible for paying all employment taxes, unemployment insurance, disability
and other taxes and fringe benefits, as applicable thereto.
889400.1
11. Personnel,
(a) Assignment. XONOVIA shall be solely responsible for assigning its
Personnel to perform the Services under this Agreement. If Customer has
any legal objections to any of the Personnel assigned hereunder during
their performance of Services for Customer, Customer may give
XONOVIA written notice of any such objections and, within five (5) days of
receipt thereof by XONOVIA, the parties will confer regarding Customer's
concerns. If the matter cannot be resolved to Customer's reasonable
satisfaction, XONOVIA will remove the identified Personnel and assign
new Personnel as soon as practicable to replace the identified Personnel.
In the event of any such requested replacement, XONOVIA will be
relieved from any applicable delivery schedule impacted by such
replacement until such time as the replacement Personnel can be
sufficiently trained to meet the applicable assignment requirements. All
XONOVIA Personnel will be required to pass a background check before
they can perform any duties for the Customer under this Agreement.
(b) Non-Solicitation Obligations. During the term hereof and for a period
of twenty-four (24) months thereafter, neither party shall, directly or
indirectly, solicit for employment or employ or retain, whether as an
employee or contractor or otherwise, any employee or contractor of the
other party who either marketed, performed or received the Services. In
the event either party breaches this non-solicitation obligation, the
breaching party shall pay to the other party as liquidated damages two (2)
times the annual compensation (including salary, hourly wages, bonuses
and other monies, etc.) paid by the other party to the acquired employee
or contractor, which each party agrees is a fair and reasonable sum for
any such violation.
(c) Similar Services. Customer acknowledges and agrees that the
Personnel may perform similar services to other clients from time to time,
and that, subject to Section 9, this Agreement shall not prevent XONOVIA
or the Personnel from providing similar services to other clients.
12. Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of XONOVIA, its principals and employees, were a
substantial inducement for Customer to enter into this Agreement. Therefore, XONOVIA
shall not contract with any other entity to perform, in whole or in part, the services
required hereunder without the express written approval of the Customer. In addition,
neither this Agreement nor any interest herein may be assigned or transferred,
voluntarily or by operation of law, without prior written approval of the Customer.
13. Notices. All notices and other communications required or permitted to be
given under this Agreement shall be in writing and shall be considered effective when
889400.1
deposited in the U.S. mail, postage prepaid, and addressed to the appropriate party at
the address noted below. Either party may change its addresses by notifying the other
party of the change of address in writing.
XONOVIA Technologies
Address: 11502 S. Hawthorne Blvd
Hawthorne, CA 90250
Attention: Legal Department
Email:
legal@xonoviatechnologies.com
Phone:
1-877-XONOVIA
Fax:
1-888-757-1772
City of Tustin
Address: 300 Centennial Way
Tustin, CA 92780
Attention: Pam Arends-King
Email: parends-king@tustinca.org
Phone: 714-573-3061
Fax: 714-832-0825
14. California Law. This Agreement shall be construed and interpreted both as
to the validity and as to performance of the parties in accordance with the laws of the
State of California. Legal actions concerning any dispute claim, or matter arising out of
or in relation to this Agreement shall be instituted in the Superior Court of the County of
Orange, State of California, or any other appropriate court in such county, and
XONOVIA agrees to submit to the personal jurisdiction of such court in the event of
such an action.
15. Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a
claim therefor. The injured party shall continue performing its obligations hereunder so
long as the injuring party cures any default within five (5) days after service of the
notice; provided that if the default is an immediate danger to the health, safety and
general welfare, the Customer may take immediate action under Section 6. Compliance
with the provisions of this section shall be a condition precedent to any legal action, and
such compliance shall not be a waiver of any party's right to take legal action in the
event that the dispute is not cured.
889400,1
16. Waiver; Survivability. Neither party shall, by lapse of time, without giving
notice or taking other action hereunder, be deemed to have waived any breach by the
other party of any of the provisions of this Agreement. Further, any waiver by either
party of a particular breach of this Agreement shall not be construed as a continuing
waiver of such breach or of other breaches of this Agreement. No consent or approval
of Customer shall be deemed to waive or render unnecessary Customer's consent to or
approval of any subsequent act of XONOVIA. Any waiver by either party of any default
must be in writing and shall not be a waiver of any other default concerning the same or
any other provision of this Agreement. Any provision of this Agreement intended to
survive the termination or expiration of this Agreement shall so survive termination or
expiration.
17. Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such
rights or remedies shall not preclude the exercise by it, at the same or different times, of
any other rights or remedies for the same default or any other default by the other party.
18. Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
injunctive relief, a declaratory judgment or any other remedy consistent with the
purposes of this Agreement.
19. Attorney's Fees. In the event any dispute between the parties with respect
to this Agreement results in litigation or any non - judicial proceeding, the prevailing
party shall be entitled, in addition to such other relief as may be granted, to recover from
the non - prevailing party all reasonable costs and expenses, including but not limited to
reasonable attorney fees, expert consultant fees, court costs and all fees, costs, and
expenses incurred in any appeal or in collection of any judgment entered in such
proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff
or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date
set for trial or hearing, the other party shall be deemed to be the prevailing party in such
litigation or proceeding.
20. Integration, Modification. This Agreement constitutes the entire Agreement
between the parties with respect to the subject matter hereof, supersedes all prior or
contemporaneous agreements or communications (oral or written), and may not be
modified except by an agreement in writing dated subsequent to the Effective Date and
signed on behalf of both parties by their respective authorized representatives.
21. Force Maieure. Neither party shall be liable under this Agreement for any
loss or damage to the other party due to delay in delivery or other performance failures
resulting from any cause beyond the first party's reasonable control. Such causes shall
include compliance with court orders, civil or military authority, acts of God, acts of the
889400.1
public enemy, acts or omissions of the other party which resulted in the delay, electrical
power surges or current fluctuations, lightning strike, fires, floods, strikes, lockouts,
embargoes, wars, acts of terrorism, fuel shortages, riots, insurrections, default or delay
of suppliers, delays in transportation and loss or damage of goods in transit. The
delayed or non - performing party's time for performance shall be extended by the
period of any delay resulting from any such cause beyond the party's control, plus a
reasonable period to accommodate adjustment to such extension. Notwithstanding the
above, both parties shall use their commercially reasonably efforts to minimize the
adverse consequences of any such condition.
22. Severability; Counterparts. If any part, term or provision of this Agreement
shall be held unenforceable, invalid or in conflict with any law of any governmental
authority having jurisdiction over this Agreement, the validity of the remaining portions
or provisions hereof shall not be affected thereby shall continue in full force and effect.
This Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one single agreement between the parties.
23. Insurance. Contractor shall have insurance as follows:
23.1. General Liability. (including premises and operations, contractual
liability, personal injury, independent contractors liability): XONOVIA shall at all times
during the term of this Agreement carry, maintain, and keep in full force and effect, a
policy or policies of comprehensive General liability insurance, with limits of One Million
Dollars ($1,000,000.00) for each occurrence and in the aggregate, combined single
limit, against any personal injury, death, loss or damage resulting from the wrongful or
negligent acts or omissions of XONOVIA, its officers, employees, agents and
independent contractors. If such insurance contains a general aggregate limit, either
the general aggregate shall apply separately to this project, or the general aggregate
limit shall be three times the occurrence limit.
23.2. Automobile Liability. (including owned, non-owned, and hired
autos): XONOVIA shall at all times during the Term of this Agreement also carry,
maintain, and keep in full force and effect a policy or policies of commercial automobile
liability insurance with a combined single limit of One Million Dollars ($1,000,000.00),
single limit, per occurrence for bodily injury and property damage, which will cover the
drivers and automobiles used to perform Services pursuant to this Agreement. Such
insurance shall include coverage for owned, non-owned, and hired automobiles.
23.3. Workers Compensation. XONOVIA shall, to the extent required
by state law, provide Workers' Compensation Insurance, including employer's liability
coverage, for the protection of XONOVIA employees, with a minimum limit of One
Million Dollars ($1,000,000) or the amount required by law, whichever is greater.
XONOVIA shall file a certificate of insurance which evidences that XONOVIA is in
compliance with said Workers' Compensation Insurance requirement. XONOVIA shall
require all subcontractors similarly to provide such Workers' Compensation Insurance
and certificates of insurance for their respective employees.
889400.1
23.4. Professional Liability or Errors & Omissions Insurance.
XONOVIA shall at all times during the term of this Agreement carry, maintain, and keep
in full force and effect, a policy or policies of Professional liability or Errors and
Omissions Insurance as appropriate written on a policy form coverage specifically
designed to protect against acts, errors or omissions of XONOVIA and "Covered
Professional Services" as designated in the policy must specifically include work
performed under this Agreement. The policy limit shall be no less than $1,000,000 per
claim and in the aggregate. The policy must "pay on behalf of"the insureds and must
include a provision establishing the insurer's duty to defend the insureds. The policy
retroactive date shall be on or before the effective date of this Agreement.
23.5. XONOVIA agrees that if it does not keep the aforesaid insurance in
full force and effect Customer may either immediately terminate this Agreement for
default by XONOVIA, or, if insurance is available at reasonable cost, Customer may
take out the necessary insurance and pay, at XONOVIA expense, the premium thereon.
23.6. The general liability policy shall be endorsed to state that
Customer, its officers, officials, employees, agents, representatives and volunteers
(collectively hereinafter "City and City Personnel") shall be covered as additional
insureds with respect to the work or operations performed by or on behalf of XONOVIA,
including materials, parts or equipment furnished in connection with such work. The
automobile liability policy shall be endorsed to state that City and City Personnel shall
be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any automobile owned, leased, hired or
borrowed by XONOVIA or for which XONOVIA is responsible.
23.7. The insurance provided by XONOVIA shall be primary to any
coverage available to Customer and shall provide that any insurance or self-insurance
maintained by City or City Personnel shall be in excess of XONOVIA's insurance and
shall not contribute with it.
23.8. The insurance provided by XONOVIA shall be endorsed to state
that the insurer shall waive all rights of subrogation against City and City Personnel.
23.9. The policy or policies required herein shall be issued by an insurer
admitted in the State of California with a rating of at least B+, VII in the latest edition of
A.M. Best's insurance guide.
23.10. The certificates and endorsements for each insurance policy shall
be signed by a person authorized by that insurer to bind coverage on its behalf. The
certificates shall also specifically state that the coverage contained in those policies
affords insurance in compliance with the terms and conditions as set forth in this
Agreement.
889400.1
23.11. Deductibles. Any deductibles or self-insured retentions must be
declared to and approved by Customer prior to the execution of this Agreement by
Customer. At the option of Customer, either the insurer shall reduce or eliminate the
deductibles or self-insured retentions as respects Customer, or XONOVIA shall procure
a bond guaranteeing payment of losses and expenses.
23.12. ' Notice of Policy Changes., Each such insurance policy shall be
endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in
coverage or in limits, non-renewed, or materially changed for any reason, without thirty
(30) days prior written notice thereof given by the insurer to Customer by U.S. mail,
certified, or by personal delivery. In addition to such notice provided to Customer by the
insurer, XONOVIA Technologies shall also provide Customer with thirty (30) days prior
written notice, by certified mail return receipt requested, of the suspension, voiding,
cancellation, reduction in coverage or in limits, non-renewal, or material change for any
reason, of any such insurance policy or policies.
23.13. Evidence of Coverage. Prior to commencement of work, and at
all times during the term of this Agreement, XONOVIA shall maintain on file with the City
Clerk a certificate or certificates of insurance on the form set forth in Exhibit "C",
attached hereto and incorporated herein by this reference, showing that the aforesaid
policies are in effect in the required amounts, the additional insureds are named therein,
and the policies cannot be canceled, reduced or otherwise modified except on thirty (30)
days written notice by the insurance carrier to the Customer. The duplicate originals
and original endorsements for each insurance policy shall be signed by a person
authorized by that insurer to bind coverage on its behalf. The certificates shall also
specifically state that the coverage contained in those policies affords insurance in
compliance with the terms and conditions as set forth in this Agreement. The procuring
of such insurance or the delivery of duplicate originals and endorsements evidencing
the same shall not be construed as a limitation on XONOVIA's obligation to indemnify
City and City Personnel.
23.14. Nothing contained herein shall be construed as limiting in any way
XONOVIA's obligations of indemnification under Section 7 or any other extent to which
XONOVIA may be held responsible for payment of damages to persons or property
resulting from its operations, including operations and work performed or materials
supplied by or on behalf of XONOVIA, any subcontractors or by anyone directly or
indirectly employed by any of them.
889400.1
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their authorized representatives effective as of the Effective Date set forth
above.
City of Tustin Authorized Officer
By:
Name:
Title:
Date:
XONOVIA Technologies Authorized Officer
By:
Name:
Title:
Date:
889400.1
Exhibit A — Scope of Services
AGREEMENT FOR PROFESSIONAL SERVICES
Information Technology Services — Network Migration Project
The City of Tustin's "AGREEMENT FOR PROFESSIONAL SERVICES, Information
Technology Services Network Migration Project Scope of Services is incorporated
herein by reference.
A. Deploy and implement Network system @ City of Tustin /City Hall, 300
Centennial Way, Tustin, CA 92780
Network/Security:
1. Complete Network Architecture & Design Diagrams & Planning
2. Complete and coordinate Procurement of Network Hardware
3. Complete and coordinate MPLS & INTERNET Circuits Architecture & Design
Diagrams & Planning
4. Allocate and prepare for mounting space at all locations (+ Build cabinets)
5. Cabinets Built, Space ready
6. Implement and prepare test bed platform for Core Network at City Hall Data
Center
7. Deploy and implement Core and Distribution Network at City Hall
8. Installation of the Edge Routers hardware
9. Configuration of the Edge Routers for WAN - OCSD, WCSG, MPLS, INTERNET
Installation of the Core Switches hardware
10. Installation of the Distribution Switches hardware
11. Configuration of Core Switches - Core Cross Connects, VLANS, Routing,
Switching, STP
12. Configuration of Distribution Switches - Redundant Connects to Core Switches,
VLANS, Routing, Switching, SPT
13. Configuration for cross connectivity between the New Network and Old Network -
Enabling Routing, connectivity
14. Migration of Firewalls to New Network - Logical and Physical
15. Configuration of New Security Architecture Plan
16. Configuration of New Remote VPN connectivity
17. Migration of connection from OCSD to New Network - Logical and Physical
18. Migration of connection from WCGS to New Network - Logical and Physical
19. Configuration of Redundancy Connectivity to WAN from City Hall
20. Configuration of Redundancy Connectivity to WAN to accept connection at City
Hall
21. Configuration of Network Monitoring Tools
22. Migration of Server Hardware to New Platform
23. Testing of System Services on New Network - Exchange Services etc
24. Migration of old users to New Network
25. Testing of user systems for services on New Network
889400.1
26. Complete Network Upgrade/Signoff (Readiness Review)
System Services:
1. Physical Migration of Server Racks from City Police Department to the City Hall
Data Center
2. Logical Migration of Servers & Applications City Police Department to the City
Hall Data Center (Reconstruction of Active Directory is not included - Police
Department Servers will still be a part of separate AD infrastructure)
B. Deploy and implement Network system @ Field Services, 1472 Service Rd,
Tustin, CA 92780
Network/Security:
1. Installation of the Edge Router hardware
2. Installation of the Access Level Switch hardware
3. Configuration of the Edge Router for redundant WAN connection (MPLS &
Internet) Configuration of Access Switch - Connections, VLAN, Routing, Security,
STP
4. Testing of System Services on New Network - Exchange Services etc
5. Migration of old users to New Network
6. Testing of user systems for services on New Network
7. Complete Network Upgrade/Signoff (Readiness Review)
System Services:
1. Physical Migration of Server Racks from Field Services to the City Hall Data
Center
2. Logical Migration of Servers & Applications Field Services to the City Hall Data
Center (Reconstruction of Active Directory is not included - Police Department
Servers will still be a part of separate AD infrastructure)
3. Reconstruct the architecture & deployment for Disaster Recovery.
C. Deploy and implement Network system @ Tustin Area Senior Center, 200 S. C
St, Tustin, CA 92780
1. Installation of the Edge Router hardware
2. Installation of the Access Level Switch hardware
3. Configuration of the Edge Router for redundant WAN connection (MPLS &
Internet) Configuration of Access Switch - Connections, VLAN, Routing, Security,
STP
4. Testing of System Services on New Network - Exchange Services etc
5. Migration of old users to New Network
6. Testing of user systems for services on New Network
889400.1
7. Complete Network Upgrade/Signoff (Readiness Review)
D. Deploy and implement Network system @ Columbus Tustin Activity Center
(Gym), 17522 Beneta Way, Tustin, CA 92780
1. Installation of the Edge Router hardware
2. Installation of the Access Level Switch hardware
3. Configuration of the Edge Router for redundant WAN connection (MPLS &
Internet) Configuration of Access Switch - Connections, VLAN, Routing, Security,
STP
4. Testing of System Services on New Network - Exchange Services etc
5. Migration of old users to New Network
6. Testing of user systems for services on New Network
7. Complete Network Upgrade/Signoff (Readiness Review)
E. Deploy and implement Network system @ Tustin Family & Youth Center, 14722
Newport Ave, Tustin, CA 92780
1. Installation of the Edge Router hardware
2. Installation of the Access Level Switch hardware
3. Configuration of the Edge Router for redundant WAN connection (MPLS &
Internet) Configuration of Access Switch - Connections, VLAN, Routing, Security,
STP
4. Testing of System Services on New Network - Exchange Services etc
5. Migration of old users to New Network
6. Testing of user systems for services on New Network
7. Complete Network Upgrade/Signoff (Readiness Review)
F. Deploy and implement Network system @ Tustin Sports Park, 12850 Robinson
Dr, Tustin, CA 92782
1. Installation of the Edge Router hardware
2. Installation of the Access Level Switch hardware
3. Configuration of the Edge Router for redundant WAN connection (MPLS &
Internet) Configuration of Access Switch - Connections, VLAN, Routing, Security,
STP
4. Testing of System Services on New Network - Exchange Services etc
5. Migration of old users to New Network
6. Testing of user systems for services on New Network
7. Complete Network Upgrade/Signoff (Readiness Review)
G. Final Testing of the Complete Network Migration
1. Complete testing of new Migrated Network
889400.1
H. Final WAN communication connectivity with all the City of Tustin Sites
1. All sites should have many to many connectivity with all the city locations
1. Final INTERNET VPN backup failover testing with all the City of Tustin Sites
1. All city sites will have a failover to Internet in case of MPLS link going down.
J. Final Testing of Network Security Architecture & Deployment
1. Complete Test of Security Architecture
K. Final Testing of System Services Deployment
1. Complete testing of System Services — Servers and Applications
L. Final Closure
1. Communicate decision to users (1 month wait time to Decommission)
2. Decommissioning old network system
3. Decommissioning old system services server systems
4. Decommissioning not used/additional circuits
M. Project Closure
1. Finalize and Handover historical/current documentation
Please Note: The Scope of Services does not cover any Software/\Neb Development
Services.
889400.1