HomeMy WebLinkAbout2017-092-3197 AIP Network Security and ServicesRESOLUTION NO. 2017 -92 -3197
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY
MANAGER TO ISSUE A PURCHASE ORDER IN THE AMOUNT
OF FIFTY -SEVEN THOUSAND SEVENTY -FIVE DOLLARS AND
TWENTY CENTS ($57,075.20), TO AIP US, LLC. FOR NETWORK
SECURITY AND SERVICES; PROVIDING FOR THE ADOPTION
OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, since 2009, the City has utilized AIP US, LLC., for network security
solutions and services, and
WHEREAS, City staff performed a cost analysis and determined that AIP US,
LLC., offers the most competitive rates for network security solutions and services, and
WHEREAS, AIP US, LLC., is the only reasonable source to provide ongoing
Network Security Solutions and Services for the maintenance of the City's currently
installed network and telephone data services, and
WHEREAS, the City of Miami Gardens Office of Information Technology requires
AIP US, LLC, to provide ongoing project management, network operations, security
operations, voice operations, network security and voice architecture and engineering,
on an as needed basis, to the City, and
WHEREAS, City staff is recommending that the City Councill authorize the City
Manage to issue a purchase order in the amount of Fifty -Seven Thousand Seventy -Five
Dollars and Twenty Cents ($57,075.20) to AIP US, LLC., for that purpose, and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MIAMI GARDENS, FLORIDA AS FOLLOWS:
Section 1: ADOPTION OF REPRESENTATIONS: The foregoing Whereas
paragraphs are hereby ratified and confirmed as being true, and the same are hereby
made a specific part of this Resolution.
Section 2: AUTHORIZATION: The City Council of the City of Miami Gardens
does hereby authorize the City Manager to issue a purchase order in the amount of
Fifty -Seven Thousand Seventy -Five Dollars and Twenty Cents ($57,075.20), to AIP US,
LLC. for network security and services.
Section 3: EFFECTIVE DATE: This Resolution shall take effect immediately
upon its final passage.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS AT ITS REGULAR MEETING HELD ON MAY 10, 2017.
OLIVER GILBERT, III, MAYOR
ATTEST:
RONETTA TAYLOR, M , CITY CLERK
PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY
SPONSORED BY: CAMERON D. BENSON, CITY MANAGER
Moved by: rJ
Seconded by:
VOTE: 6 --6
Mayor Oliver Gilbert, III
'"- (Yes)
(No)
Vice Mayor Erhabor Ighodaro, Ph.D.
✓(Yes)
(No)
Councilwoman Lisa C. Davis
1 (Yes)
(No)
Councilman Rodney Harris
v"' (Yes)
(No)
Councilwoman Lillie Q. Odom
✓Yes)
(No)
Councilwoman Felicia Robinson
✓(Yes)
(No)
Councilman David Williams Jr
(Yes)
(No) e -used
Resolution No. 2017 -92 -3197
04 SAMI G
4
200_; City of Miami Gardens
Agenda Cover Memo
18605 N.W. 27`h Avenue
Miami Gardens, Florida 33056
Council Meeting Date:
May 10, 2017
Item Type:
EnterX in box
Resolatiion
Ordinance
Otbw
X
Fiscal Impact:
(Enter X in box)
Yes
No
Ordinance Reading:
(Enter X in box)
1st pjmmuft
23w Reading
X
Public Hearing:
(Enter X in box)
Yes
No
Yes
No
X
X
Funding Source:
General Fund-
Information
Technolo gy
Advertising Requirement:
(EnterX in box)
Yes
No
X
Contract /P.O. Required:
(Enter X in box)
Yes
No
RFP /RFQ /Bid #:
X
Sponsor Name:
Cameron D. Benson,
City Manager
Department:
Office of Information
Technology
sn«s riue:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA,
AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER IN THE AMOUNT OF
FIFTY -SEVEN THOUSAND SEVENTY -FIVE DOLLARS AND TWENTY CENTS ($57,075.20), TO
AIP US, LLC. FOR NETWORK SECURITY AND SERVICES; PROVIDING FOR THE ADOPTION
OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE.
Staff Summary:
Background
The City of Miami Gardens utilizes AIP US, LLC, for our Network Security Solutions.
On November 9, 2009, City staff prepared specifications and issued Invitation To Bid Number 09 -10 -023
for the purchase and delivery of Cisco Network equipment, computer hardware and servers for the City
of Miami Gardens Community Center. A broadcast notice was sent to three hundred twenty four (324)
suppliers and twenty four (24) bid packages were requested.
k-
18605 N.W. 27`h Avenue
Miami Gardens, Florida 33056
Four (4) bids were received; three (3) complete bids and one (1) "no bid" proposal was received. Bid
submittals from AIP US, LLC; CDW GOV; and En Pointe Tech was received and publicly read. The City
staff evaluated the bids for compliance with the specifications. AIP US, LLC, was the lowest, responsive,
responsible bidder.
On December 9, 2009, City Council approved Resolution Number 2009 - 235 -1181, authorizing the City
Manager to issue a purchase order for the purchase and delivery of Cisco Network equipment to AIP US,
LLC, in the amount of eighty seven thousand one hundred forty seven dollars and ninety six cents
($87,147.96).
The contract commenced after date of award by City Council and remained in effect until acceptance
and successful installation of all network equipment was completed.
Additionally, on March 11, 2013, City staff prepared specifications and issued Invitation To Bid Number
12 -13 -032 from authorized dealers, for the purchase of Cisco brand switch and routing equipment. A
broadcast notice was sent to three hundred eleven (311) suppliers and twenty eight (28) bid packages
were requested. Three (3) bids were received. Bid submittals from AIP US, LLC, Waveguide
Communications Inc., and Ronco Communication was received and publicly read. The City staff
evaluated the bids for compliance with the specifications. AIP US, LLC, was the lowest, responsive,
responsible bidder.
On April 24, 2013, City Council approved Resolution Number 2013 - 108 -1904, authorizing the City
Manager to issue a purchase order for the purchase of switch and routing equipment to AIP US, LLC, in
the amount of four hundred thirty seven thousand five hundred eighty dollars ($437,580.00).
The contract commenced after the date of award by City Council and remained in effect until such time
as all items purchased in conjunction with this invitation to bid, was delivered, and accepted by, the
City's authorized representative, and upon completion of the expressed and /or implied warranty
periods.
AIP US, LLC, has designed, installed and provided support services solutions for the City of Miami
Gardens Police Department and City Hall overall Network Solutions and Cisco telephone voice Internet
Protocol (IP) System.
AIP US, LLC, has Criminal Justice clearance to work on the police network and has helped the Police
Department pass the Florida Department of Law Enforcement (FDLE) Audit. AIP US, LLC, implemented
network security by installing firewall security for both City Hall and the PD and segmented the network
between both locations which is a requirement by FDLE.
Current Situation
AIP US, LLC, currently manages and maintains the City's network, voice and wireless infrastructure
presently with 24 hours /day and 7 days /week support. The City relies on the expertise from the AIP US,
LLC, and their experienced Cisco engineers for support when configuring or implementing new switches
18605 N.W. 27`h Avenue
Miami Gardens, Florida 33056
or firewalls into the City's network environment. AIP US, LLC, recently implemented Cisco switches for
the Real Time Crime Center and the firewall in the City Hall Complex.
The City of Miami Gardens Office of Information Technology requires AIP US, LLC, to provide ongoing
project management, network operations, security operations, voice operations, network security and
voice architecture and engineering, on an as needed basis, to the City, for an annual amount of fifty
seven thousand, seventy -five dollars and twenty cents ($57,075.20).
This Agreement shall commence on May 8, 2017, or upon the execution by both parties, whichever is
sooner, and shall continue for a period of one (1) year. Said Agreement shall be automatically
renewable for an additional one (1) year period, subject to the City Council budgeting and appropriating
funds for that purpose.
AIP US, LLC, initially install the City's Cisco Network equipment, computer hardware and servers, Cisco
brand switch and routing equipment, upgraded the Cisco phone voice over Internet Protocol (IP) System
in the City Hall location, while servicing the City's Network Security Solutions. Therefore, AIP US, LLC, is
the only reasonable source to provide ongoing Network Security Solutions and Services for the
maintenance of the City's currently installed Network and telephone data services.
Fiscal Impact
For Fiscal Year 2017, the budget for AIP US, LLC is in the amount of $57,078.
Proposed Action:
It is recommended that the City Council approve the attached resolution authorizing the City Manager
to issue a purchase order to AIP US, LLC, to provide Network Security Solutions and Services in the
amount of fifty seven thousand, seventy -five dollars and twenty cents ($57,075.20).
Attachments:
Exhibit 1— AIP US, LLC Invoice
Exhibit 2 — Draft AIP US, LLC Agreement
�IPUs, LLC
Converge with IP
Bill To:
lCity of Miami Gardens
Ship To:
N.W. 167th Street, Bldg 5, Suite 200
Miami Gardens, FL 33169
Contact:
11515
Tristan Lattibeaudiere
Contact:
Phone:
3054741651
Phone:
Fax Number:
Fax Number:
of Miami Gardens
5 N. W. 167th Street, Bldg 5,
e 200
tan Lattibeaudiere
AIP US, LLC
2 / eleeKer street tune 236
Millburn, NJ 07041
United States
Date: 4/19/2017
Quote Number. 170419
Account Number. 8001
Sales Support: IMin Wang
Phone: 7038616427
Fax Number. 9735330890
I Professional Service (Annual Network. Security. Voice Operations Su000rt Services I 1 1 $57 075 201
Sub Total: $57,075.20
Estimated Florida Sales Tax: $0.00
Estimated Shipping Charge: $000
Grand Total: $57,075.20
STANDARD TERMS AND CONDITIONS OF SALE
THE TERMS AND CONDITIONS SET FORTH BELOW CONSTITUTE THE ENTIRE AGREEMENT (THE "AGREEMENT ") BETWEEN AIP US, LLC AND CUSTOMER WITH RESPECT TO THE PRODUCT(S)
IDENTIFIED IN THE ATTACHED QUOTE PROVIDED THAT IF A VALID WRITTEN AGREEMENT FOR THE PURCHASE OF PRODUCTS AND /OR SERVICES ( "MASTER AGREEMENT ") IS IN EFFECT
BETWEEN THE PARTIES AT THE TIME THAT A PURCHASE ORDER IS ISSUED THEN SUCH MASTER AGREEMENT SHALL SUPERSEDE THIS AGREEMENT TO THE EXTENT THE MASTER
AGREEMENT IS APPLICABLE TO THE PRODUCTS OR SERVICES QUOTED. IF CUSTOMER ISSUES ANY FORM OF ORDER TO AIP US, LLC AUTHORIZING THE PURCHASE OF PRODUCT(S), IT IS
AGREED SUCH ORDER IS ISSUED SOLELY TO ACCEPT AIP US, LLC'S OFFER AND TO CONFIRM CUSTOMER'S PURCHASE OF THE SPECIFIED ITEM(S) AND THE PRICE(S) THEREOF. NO OTHER
TERMS AND CONDITIONS SPECIFIED OR PREPRINTED ON ANY SUCH CUSTOMER FORM SHALL ADD TO OR MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT, ANY APPLICABLE
MASTER AGREEMENT ANDIOR ANY RELATED DOCUMENTATION PROVIDED WITH THE ITEMS PURCHASED, NOR SHALL ANY SUCH CUSTOMER FORM TERMS AND CONDITIONS AFFECT
EITHER PARTY'S RESPONSIBILITY TO THE OTHER PARTY AS DEFINED HEREIN. A CUSTOMER PURCHASE ORDER SHALL CONSTITUTE ACCEPTANCE OF AIP US, LLC'S OFFER AS SPECIFIED
IN A VALID QUOTE.
"Quote" " means that document issued by AIP US, LLC to Customer for the sale of third party hardware and /or third party software and any associated installation, configuration or other services
as described therein.
"Customer" means the purchaser of goods and /or services from AIP US, LLC identified In the Quote referencing this Agreement.
"AIP US, LLC" means AIP US, LLC, a Delaware limited liability company, unless otherwise specified in the Quote.
"Product" means any hardware, software, installation or third party- provided maintenance service purchased hereunder.
PRICES, TAXES AND TRADE-INS. All prices are subject to change without notice prior to receipt of Customer's acceptance of a AIP US, LLC Quote (hereinafter referred to as "Customer's Order").
All invoice prices are those in effect on date of shipment, unless otherwise agreed to by AIP US, LLC In writing. All pricing information in published or printed material is provided for general
information and estimation purposes only, and is neither a quotation nor offer to sell. Prices do not include applicable federal, state or local taxes and, unless expressly identified and itemized, do
not include freight, handling or insurance. All taxes applicable to Products ordered shall be paid by Customer, or in lieu thereof, Customer shall provide AIP US, LLC with a tax exemption certificate
acceptable to the taxing authorities. If a quoted and /or ordered price includes a trade -in allowance based upon Customers trade -in of goods then Customer shall comply with the return
requirements of the applicable manufacturers trade in agreement. Any such trade -in goods must be received by the applicable manufacturer on or before the date specified in the manufacturers
trade in agreement or, if no such agreement exists, by the sooner of the date specified in a Quote orthirty (30) days from delivery of the replacement goods. If Customer fails to return such trade -in
goods as required the trade -in allowance shall be forfeited and AIP US, LLC shall invoice Customer for the amount of the trade-in allowance and Customer will pay such invoice.
PAYMENT TERMS. Subject to Customer maintaining a credit status acceptable to AIP US, LLC, Payment of all invoices is due thirty (30) days from date of invoice. Invoices are issued upon
shipment of Products from the manufacturer or at the start of any service. After written notice from AIP US, LLC, AIP US, LLC has the right to charge Customer a late payment charge of 1.5% of the
outstanding balance per month for each month, or partial month, any invoice remains unpaid beyond its due date. Customer will pay collection and legal fees incurred by AIP US, LLC to effect
settlement of any past due invoice. Items sent to a AIP US, LLC facility for staging, warehousing and/or pre - configuration purposes will be invoiced to the Customer upon shipment from the
manufacturer. If Customer secures a leasing arrangement with a third party leasing company ( "Customer Lessor") and AIP US, LLC deems evidence of such leasing arrangement to be sufficient,
AIP US, LLC will work with Customer and the Customer Lessor to facilitate payment from Customer Lessor. Notwithstanding the foregoing, Customer shall remain primarily responsible and liable
for complete and timely payment of all invoices issued hereunder.
SHIPPING, DELIVERY, AND WAREHOUSING. Customer shall be responsible for all freight, handling and insurance charges. AIP US, LLC shall select the carrier unless otherwise instructed by
Customer. In no event shall AIP US, LLC have any liability in connection with shipment, nor shall the carrier be considered an agent of AIP US, LLC. AIP US, LLC shall not be liable for damage or
penalty for delay in delivery or for failure to give notice of any delay. All freight charges for drop shipments via surface or airfreight will be prepaid by the manufacturer or AIP US, LLC, unless paid
in advance by Customer or otherwise agreed by AIP US, LLC. Any prepaid freight charges for such shipments shall be added to the charges listed on the applicable invoice and Customer agrees to
reimburse AIP US, LLC for such freight charges. Unless expressly specified otherwise in the applicable Quote, Customer shall accept and pay for partial shipments of goods. Unless otherwise
specified by AIP US, LLC or as applicable under the International Delivery terms below, title and risk of loss to hardware shall pass to Customer upon delivery to the common carrier (F.O.B. origin).
AIP US, LLC retains a purchase money security interest in all hardware and such security interest is released when payment in full for such hardware is received by AIP US, LLC. Customer agrees
to pay a warehousing fee equal to one percent (1%) per month (or portion of a month) of the list price for any Product(s) purchased hereunder and held in a warehouse either at Customers request
or due to Customers failure to take delivery. Warehousing fees will be calculated from date Products are delivered to the warehouse.
EXPEDITED DELIVERY. Customer may request and AIP US, LLC may agree to provide Expedited Delivery of Products. If AIP US, LLC accepts such request AIP US, LLC will assess an Expedited
Delivery fee equal to two percent (2%) of the unit list price for the Product(s) for which Expedited Delivery is requested, unless otherwise specified on the applicable Quote. As used herein,
"Expedited Delivery" shall mean shipment to a Customer - designated location within a time frame that is sooner than the earliest date of availability from the manufacturer, such delivery is typically
within forty -eight (48) hours of Customers written request for expedited delivery. Products ordered in response to a Customer request for Expedited Delivery may have distributor part numbers
that do not match the manufacturer part numbers as quoted by AIP US, LLC. Products delivered will be at the standard operating system revision level as supplied by the distributor.
CANCELLATION OF ORDERS. Any Customer request to cancel or modify a Customer Orderwill be subject to and Customer agrees to pay all costs, expenses and fees incurred by AIP US, LLC
from the manufacturer, the supplier and/or its shippers as a direct result of any such cancellation or modification. Customer may be required to pay the full Product purchase price if the applicable
manufacturer and /or supplier will not permit cancellation and /or modification of a corresponding order issued by AIP US, LLC.
RETURN POLICY. Customer's right to return hardware and software is subject to the return policies and fees imposed by the applicable manufacturer. Credit for items delivered to Customer may
be issued by AIP US, LLC only upon prior written approval from AIP US, LLC. Any such approval must be in the form of a written Return Material Authorization (RMA), which must accompany the
returned items. An RMA must be requested by Customer from AIP US, LLC within the period required by the applicable manufacturer. hems returned pursuant to the foregoing procedure may be
subject to a manufacturer restock fee which AIP US, LLC shall invoice and Customer agrees to pay in full. Items returned due to a AIP US, LLC shipping error are not subject to restocking fees.
Returned items must be in the original shipping cartons, undamaged, unused and unaltered. AIP US, LLC shall have the right to reject return of items andlor impose additional charges which
Customer agrees to pay for any equipment received without an RMA and/or in a condition other than described. Opened software is not returnable. All shipments of returned items must be shipped
prepaid by Customer to the warehouse location specified in the RMA. AIP US, LLC will reimburse shipping costs for Products returned due to a shipping error. AIP US, LLC will inspect returned
items upon receipt for compliance with the foregoing conditions. A credit for properly returned items will be entered against the original Invoice forthe ordered items. All RMA's issued are valid for
the period of time allowed by the applicable manufacturer after which time the RMA will be cancelled.
WARRANTY. All Products provided under these terms are subject to the warranties provided by the manufacturer as legally and contractually permissible for AIP US, LLC to pass onto, resell or
assign to Customer. AIP US, LLC warrants that its services hereunder will be performed by qualified individuals in a professional and workmanlike manner conforming to generally accepted
industry standards and practices, and in strict accordance with all applicable laws, regulations, codes and standards of government agencies or authorities having jurisdiction. AIP US, LLC
services hereunder are supported against defects in workmanship for thirty (30) days after installation. AIP US, LLC MAKES NO WARRANTY AS TO THE RESULTS OF ANY SERVICES PROVIDED.
EXCEPT AS SET FORTH IN THIS PARAGRAPH, AIP US, LLC DISCLAIMS ANY AND ALL WARRANTIES AND REMEDIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.
LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF AIP US, LLC UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO AIP
US, LLC UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY AND IN THE CASE OF DAMAGES
RELATING TO ANY ALLEGEDLY DEFECTIVE OR INFRINGING PRODUCT, SHALL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE FURTHER LIMITED TO THE PURCHASE PRICE PAID BY
CUSTOMER FOR SUCH PRODUCT. IN NO EVENT SHALL AIP US, LLC BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER
INDIRECT DAMAGES EVEN IF AIP US, LLC HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
SERVICE. All service prices are based on work being performed during normal business hours (Monday through Friday) and at Customer locations, or as otherwise agreed to by AIP US, LLC in
writing. Security arrangements and access for AIP US, LLC at the Customer's location is the responsibility of Customer. Customer will accompany any AIP US, LLC employee or agent while on -site
at a Customer location. Installation service prices are based on AIP US, LLC being provided with a complete list of the installation sites at least two (2) weeks prior to the commencement of the
project and flexibility to build and control the schedule of site implementations. Customer will notify AIP US, LLC in writing of cancellations of scheduled site visits no less than five (5) business
days prior to such scheduled site visit. Customer will notify AIP US, LLC In writing of cancellations of scheduled site visits no less than five (5) business days prior to such scheduled site visit. If
Customer requests a change to the scope of work or the number of devices/office locations to be implemented from that specked in the applicable Customer Order, AIP US, LLC reserves the right
to adjust terns of the Customer Order impacted by the requested change, including, without limitation, pricing and any delivery requirements.
THIRD PARTY MAINTENANCE. Any third party maintenance or support services resold by AIP US, LLC hereunder, including but not limited to Cisco SMARTNet, are subject to the terms and
conditions for such services, as identified by the third party provider. AIP US, LLC is not a party to any such third party terms and conditions.
SOFTWARE. Any software provided under these terms is subject to the license terms that are provided with it. All software license terms are established directly between the Customer and the
owner or licensor of the software. Unless AIP US, LLC Is identified as the owner or licensor of the software, AIP US, LLC is not a party to any such software license and AIP US, LLC makes no
warranties or representations related to the ownership, use or operation of the software.
GOVERNING LAW. All transactions made under this Agreement will be governed by the applicable state laws for the AIP US, LLC location specified in the applicable Quote, excluding any conflict of
laws rules that may apply in such state. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the applicable court in the aforementioned AIP US, LLC location and
each party submits to the jurisdiction thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Customer Order issued
under this Agreement. Each Party agrees to comply with the U.S. Foreign Corrupt Practices Act (15 U.S.C. 78(dd)(i) et seq., as the same may be amended) and with the anti -bribery laws and
regulations of any other country having jurisdiction overthe transactions contemplated hereby. Customer waives any defense to the validity or enforceability of this Agreement arising from any
electronic submission of it to Customer. Customer acknowledges and agrees that it has the ability to access each URL referenced in any Quote.
EXPORT ADMINISTRATION. Each Party shall comply with all relevant export and sanctions laws and regulations of the United Slates to assure that neither any software deliverable, if any, nor any direct
product thereof is (1) exported or re- exported, directly or indirectly, in violation of any export laws, or (2) is intended to be used for any purposes prohibited by any export laws, including without limitation,
nuclear, chemical, or biological weapons proliferation, or (3) is made available to any prohibited person or entity, as such terms are defined under applicable laws and regulations administered by the U.S. Office
of Foreign Assets Control.
By signing below you agree to AIP US, LLC's "Standard Terns & Conditions"
Please contact your sales representative should you have any questions
Signature
Print Name
ie
This quote is Proprietary to AIP US, LLC and shall not be shared outside the party for which the quote was prepared without prior permission from AIP US, LLC
NETWORK, SECURITY, AND VOICE OPERATIONS SUPPORT SERVICES
AGREEMENT
THIS AGREEMENT is made and entered into this day of
, 2017 by and between the CITY of Miami Gardens, a Florida
municipal corporation (hereinafter referred to as "CITY "), and AIP US, LLC, a
Delaware Corporation, (hereinafter referred to as "Consultant ") and jointly
referred to as the Parties.
WITNESSETH
WHEREAS, the City would like to engage the services of Consultant to
provide network, security, and voice operations support services to the City, and
WHEREAS, Consultant has agreed to provide said services and the
parties would like to consummate their agreement in writing, NOW
THEREFORE, in consideration of the premises and the mutual covenants herein
named, the parties hereto agree as follows:
/� AA/d/a/m/
Article 1 Scope of Work //
Consultant shall provide services as outlined in the Scope of Services
attached hereto as Exhibit "A" and incorporated herein by reference.
Article 2 Qualifications /oj // AJOV/P//j / //.
CONSULTANT and the individual executing this Agreement on behalf of
the CONSULTANT warrant to the CITY that the CONSULTANT is authorized to
do business in the State of Florida, is in good standing and that CONSULTANT
possesses all of the required licenses and certificates of competency required by
the State of Florida and the County of Miami -Dade to perform the work herein
described.
Article 3 Personnel
Consultant agrees that the person that will be providing the Services to the
City will be Min Wang and other Consultant's staff. The parties also recognize
and agree that all services to be provided to the City shall be conducted remotely
and that Consultant shall not appear personally at the City to provide any
services.
Article 4 Compensation /Expenses
The person assigned to this Agreement shall work a maximum of sixteen
(16) hours per week for two (2) years.
1 of 1 1
Agreement with AIP US, LLC
The first year (from May 8, 2017 to May 6, 2018) shall be paid at an hourly
rate of sixty -eight dollars sixty cents ($68.60) per hour. The first year total
contract value shall not exceed fifty seven thousand, seventy -five dollars and
twenty cents ($57,075.20.)
The second year (from May 7, 2018 to May 5, 2019) shall be paid at an
hourly rate of sixty -eight dollars sixty cents ($68.60) per hour. The second year
total contract value shall not exceed fifty seven thousand, seventy -five dollars
and twenty cents ($57,075.20.)
The total contract value for 2 years shall not exceed the sum of one
hundred and fourteen thousand, one hundred and fifty dollars and forty cents
($114,150.40.)
CONSULTANT will invoice City of Miami Gardens at the end of each
calendar month. All payments shall be due within thirty (30) days of receipt of an
invoice. In the event there is a dispute on an invoice, the City agrees to pay the
undisputed sums within the thirty (30) day period.
Article 5 Term
This Agreement shall commence on May 8, 2017, or upon the
execution by both parties, whichever is sooner, and shall continue for a period of
one year. Said Agreement shall be automatically renewable for an additional one
(1) year period, subject to the City Council budgeting and appropriating funds for
that purpose. The Term shall not start until all insurance required as stated
herein has been obtained and approved copy provided to the City.
Article 6 Indemnification
CONSULTANT shall, at CONSULTANT's sole cost and expense, defend,
indemnify, and hold the CITY and all of its elected officials, officers, agents, or
employees, harmless from and against any and all losses, demands, claims,
suits, liabilities, causes of action, judgment or damages, arising out of, related to,
or in any way connected with CONSULTANT's performance or non - performance
of any provision of this Agreement including, but not limited to, liabilities arising
from contracts between CONSULTANT and third parties made pursuant to this
Agreement. CONSULTANT shall reimburse the CITY for all of its expenses
including reasonable attorney fees and costs incurred in connection with the
defense of any such claim or investigation, throughout the appeals process.
Nothing contained herein shall be deemed a waiver of sovereign immunity by the
CITY.
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Agreement with AIP US, LLC
INDEMNIFICATION: Subject to the limitations of Section 768.28 Florida
Statutes, PROPOSER shall protect, defend, indemnify, and hold harmless the
CITY and its officials, officers, members, agents, representatives and employees
from any and all claims, liabilities, expenses, or damages of any nature, including
attorney fees, for injury to or death of any person, and for injury to any property
arising out of or in any way connected with the performance or non - performance
of any provision of this Agreement required of the PROPOSER, by or on behalf
of the PROPOSER, or resulting from any violation by the PROPOSER or its
employees of any statute law, ordinance, regulation or other legal requirement
pertaining to a safe place of employment for workers, minimum hours and
wages, and fair employment practices. However, nothing herein shall be deemed
to indemnify CITY for any liability or claim arising solely out of the negligent
performance of CITY.
The City does hereby agree to indemnify and hold harmless PROPOSER, from
any and all personal injury or property damage claims, liabilities, losses, and
causes of action which may arise solely as a result of City's performance of this
Agreement. This agreement is subject to the provisions of Section 768.28 Florida
Statutes, such that the City shall not be held liable to pay a personal injury or
property damage claim or judgment by any one person which exceeds the sum
of $200,000, or any claim or judgments or portions thereof, which, when totaled
with all other occurrence, exceeds the sum of $300,000 from any and all
personal injury or property damage claims, liabilities losses and causes of action
which may arise solely as a result of the performance of this Agreement.
However, nothing herein shall be deemed to indemnify PROPOSER from any
liability or claim arising out of the negligent performance or failure of performance
of PROPOSER or any unrelated third party. Nothing contained herein shall be
deemed a waiver of sovereign immunity. One percent (1%) of the contract
amount shall represent the consideration to be provided for this indemnification.
ArtirlP 7 InciirnnrP
CONSULTANT shall provide and maintain general liability insurance
coverage, for personal injury and property damage in the minimum amount of
Two Million ($2,000,000.00) Dollars, per incident, for personal injury, and Five
Hundred Thousand ($500,000.00) Dollars, per incident, for property damage.
Such liability policy of insurance shall designate the CITY as an additional
insured and CONSULTANT shall deliver a fully effective certificate to that effect,
evidencing no less than thirty (30) day cancellation power.
The parties acknowledge and agree that since all services to be provided
by CONSULTANT shall be provided remotely, from the state of New Jersey.
CONSULTANT shall comply with the worker's compensation laws of the state of
New Jersey.
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Agreement with AIP US, LLC -
CONSULTANT shall not commence work pursuant to this Agreement until
all insurance required as stated herein has been obtained and the CITY has
approved such insurance.
Article 8 Termination
Either party may, for its convenience and without cause, terminate this
Agreement by giving the other party thirty (30) days notice prior to the effective
date of the termination. Upon written notice of termination, CONSULTANT shall
provide only those services and incur only those expenses specifically approved
or directed in writing by the CITY Manager or his designee.
In the event of termination or expiration of this Agreement, CONSULTANT
and CITY shall cooperate in good faith in order to effectuate a smooth and
harmonious transition from CONSULTANT to the CITY or to any other person or
entity the CITY may designate, and to maintain during such period of transition
that same services provide to the CITY pursuant to the terms of this Agreement.
CONSULTANT will take all reasonable and necessary actions to transfer
all records, etc. and data of the CITY in its possession in an orderly fashion to
either the CITY or its designee in a hard copy and computer format.
If either party terminates this Agreement, the CITY shall only pay
CONSULTANT for the services provided through the date of termination.
Article 11 Ownership
All documents and /or forms originated or prepared by either party
pursuant to this Agreement including papers, charts, computer programs, and
other documentation or improvements thereto shall be owned by the CITY.
Article 12 Modification /Amendment
This writing and exhibits contains the entire Agreement of the parties. No
representations were made or relied upon by either party, other than those that
are expressly set forth herein.
No agent, employee, or other representative of either party is empowered
to modify and amend the terms of this Agreement, unless executed in writing with
the same formality as this Document. No waiver of any provision of this
Agreement shall be valid or enforceable unless such waiver is in writing and
signed by the party granting such waiver.
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Article 13 Severability
If any term or provision of this Agreement shall to any extent be held
invalid or illegal by a court of competent jurisdiction, the remainder of this
Agreement shall not be affected thereby, and each term and provision of this
agreement shall be valid and be enforced to the fullest extent permitted by law.
Article 14 Governing Law
This Agreement shall be construed in accordance with and governing by
the laws of the State of Florida, with venue lying in Miami -Dade County, Florida.
Article 15 Waiver
The failure of either party to this Agreement to object to or to take
affirmative action with respect to any conduct of the other which is in violation of
the terms of this Agreement shall not be construes as a waiver of the violation or
breach, or of any future violation, breach or wrongful conduct.
No waiver by the CITY of any provision of this Agreement shall be
deemed to be a waiver of any other provisions hereof or of any subsequent
breach by CONSULTANT of the same, or any other provision or the enforcement
thereof. The CITY's consent to or approval of any act by CONSULTANT
requiring the CITY's consent or approval shall not be deemed to render
unnecessary the obtaining of the CITY's consent to or approval of any
subsequent consent or approval of CONSULTANT, whether or not similar to the
act so consented to or approved.
Article 16 Notices /Authorized Representatives
Any notices required or permitted by this Agreement shall be in writing and
shall be deemed to have been properly given if transmitted by hand - delivery, by
registered mail with postage prepaid return receipt delivery, by registered or
certified mail with postage prepaid return receipt requested, or by Federal
Express addressed to the parties at the following address:
CITY: CONSULTANT:
Cameron Benson, CITY Manager Min Wang
CITY of Miami Gardens AIP US, LLC
18605 NW 27th Avenue 19 Beech Ter
Miami Gardens, FL 33056 Millburn, NJ 07041
With a copy to:
Sonja K. Dickens, Esq.
CITY Attorney
Arnstein & Lehr LLP
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200 East Las Olas Blvd., Suite 1700
Ft. Lauderdale, FL 33301
Either party shall have the right to change its address for notice purposes
by sending written notice of such change of address to the other party in
accordance with the provisions herein.
Article 17 Independent Contractor
CONSULTANT is and shall remain an independent contractor not an
employee or agent of the CITY. Services provided by CONSULTANT shall
be by employees of CONSULTANT and nothing in this Agreement shall in any
way be interpreted or construed to deem said employees to be agents,
employees, or representatives of the CITY.
CONSULTANT shall be responsible for all compensation, tax
responsibilities, insurance benefits, other employee benefits, and any other
status or rights of its employees during the course of their employment with
CONSULTANT.
Article 18 Assignment
This Agreement is not assignable by either party.
Article 19 Prohibition Against Contingent Fees
CONSULTANT warrants that it has no employees or retained any
CONSULTANT or person, other than a bona fide employee working solely for
CONSULTANT, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person(s), CONSULTANT, corporation, individual or firm,
other than a bond fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift, or any other consideration, contingent upon or
resulting from the award or making of this Agreement.
Article 20 Attorneys' Fees
Should any dispute arise hereunder, the prevailing party shall be entitled
to recover all costs, expenses and attorney's fees incurred in such dispute,
whether or not suit be brought, and such right shall include all of such costs,
expenses and attorney's fees through all appeals or other actions.
Article 21 Non - Discrimination
CONSULTANT agrees to comply with all local and state civil rights
ordinances and with Title VI of the Civil Rights Act of 1964 as amended, the
Americans with the Disabilities Act of 1990, the Age Discrimination Act of 1975.
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CONSULTANT will not discriminate against any employee or applicant for
employment because of race, color, creed, religion, ancestry, national origin, sex,
disability or other handicap, age, marital /family status or status with regard to
public assistance. CONSULTANT will take affirmative action to insure that all
employment practices are free from such discrimination.
Article 22 Conflict of Interest
CONSULTANT agrees to adhere to and be governed by the Miami -Dade
County Conflict of Interest Ordinance Section 2 -11.1, as amended, which is
incorporated by reference herein as if fully set forth herein, in connection with the
Agreement conditions hereunder.
Article 23 Binding Effect
All of the terms and provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto, their respective assigns,
successors, legal representatives, heirs and beneficiaries, as applicable.
Article 24 Construction
This Agreement and the terms hereof shall be construed in accordance
with the laws of the State of Florida and venue for all actions in a court of
competent jurisdiction shall lie in Miami -Dade County, Florida.
Article 25 Entire Agreement
No statements, representations, warranties, either written or oral, from
whatever source arising, except as expressly stated in this Agreement, shall
have any legal validity between the parties or be binding upon any of them. The
parties acknowledge that this Agreement contains the entire understanding and
agreement of the parties. No modifications hereof shall be effective unless made
in writing and executed by the parties hereto with the same formalities as this
Agreement is executed.
Article 26 Captions and Paragraph Headings
Captions and paragraph headings contained in this Agreement are for
convenience and reference only and in no way define, describe, extend or limit
the scope and intent of this Agreement, nor the intent of any provisions hereof.
Article 27 Joint Preparation
The preparation of this Agreement has been a joint effort of the parties,
and the resulting document shall not, solely as a matter of judicial construction,
be construed more severely against one of the parties that the other. It is the
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parties' further intention that this Agreement be construed liberally to achieve its
intent.
Article 28 Counterparts
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.
Article 29 Exhibits are Inclusionary
All exhibits attached hereto or mentioned herein which contain additional
terms shall be deemed incorporated herein by reference. Typewritten or
handwritten provisions inserted in this form or attached hereto shall control all
printed provisions in conflict therewith. j//
Article 30 Retention of Records
CONSULTANT shall keep its books, records and accounts as may be
necessary in order to record complete and correct entries related to this
Agreement. CONSULTANT shall allow access to all documents, papers, letters
or other material subject to the provisions of Chapter 119, Florida Statutes, made
or received by CONSULTANT in conjunction with this Agreement.
CONSULTANT's failure to grant such access shall be grounds for immediate
termination of this Agreement by the CITY. "
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IN WITNESS WHEREOF the undersigned parties have executed this
Agreement on the date indicated above.
CITY OF MIAMI GARDENS
1
Oliver Gilbert III, Mayor
Date:
ATTEST:
CITY Clerk
Ronetta Taylor, CIVIC
Approved as to
legal su,cien
Sonja Dickerm, CITY Attorrtey
AIP US�,LLC
By:,,:
Signature Date
Print name
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SCOPE OF WORK
1. Activities and Services
CONSULTANT will assign a resource person (Min Wang) who will be
responsible for the following activities under the directive of City of Miami
Gardens.
1.1 Project Management (on- going):
- Schedule at least one (or more) weekly call(s) to discuss weekly
status and tasks
- Attend other conference calls on an as- needed basis
- Provide other project management activities on an as- needed basis
i
1.2 Network Operations (on- going): %%
Provide network configuration, migration, cut -over, and change
support
- Provide network troubleshooting / issue resolution support
- Provide new device installation support
- Provide network devices software upgrade (when needed) and
maintenance support
- Provide network Quality of Services (QoS) configuration support for
the VoIP system
- Monitor weekly LAN/WAN usage and performance (including Cisco
LMS)
1.3 Security Operations (on- going):
- Provide network security configuration, migration, cut -over, and
change support
- Provide security troubleshooting / issue resolution support
- Upgrade network security devices (e.g. IPS, Firewall, MARS) on an
on -going basis for new signature files, patches, upgrades, etc. and
other maintenance support
- Provide device hardening support to follow industry best practices
on network /security hardening configurations
- Monitor MARS and IPS status on an on -going basis; provide
remediation recommendations for any major threats detected. And
implement remediation recommendations after being approved
1.4 Voice Operations (on- going):
- Provide voice configuration, Move, Add, Change, Deletion (MACD)
support
- Provide voice troubleshooting / issue resolution support
- Provide on -going voice environment maintenance and escalation
support
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1.5 Network / Security / Voice Architecture and Engineering (as needed)
- Recommend best practice network / security / voice architecture
based on needs and requirements
- Recommend architecture based on principles such as redundancy /
high - availability, capacity planning, security
- Provide new architecture design and /or upgrade path
documentation, and the corresponding Bill of Material (BOM)
- Support new installation and migrating activities
2. Deliverables
Provide weekly status update
Provide architecture / configuration documentation as needed
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