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2017-092-3197 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. 2of11 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. of 11 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. 4 of 1 1 Agreement with AIP US, LLC 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 5of11 Agreement with AIP US, LLC 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. 6 of] 1 Agreement with AIP US, LLC 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 7 of 11 Agreement with AIP US, LLC 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. " %i. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 8of11 Agreement with AIP US, LLC 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 9 of 11 Agreement with AIP US,-LLC 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 10of11 Agreement with AIP US, LLC 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 11 of 11 Agreement with AIP US, LLC ,, -