12-114 Netronix Integration Agreement for CCTV System Upgrade AGREEMENT BETWEEN THE CITY OF CUPERTINO AND NETRONIX
INTEGRATION
FDA po#e o
�
W CCTV SYSTEM UPGRADE
V-
THIS AGREEMENT, for reference dated Oct . 31 , 2012, is by and between CITY
OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and
Netronix Integration, whose address is 2170 Paragon Drive, San Jose, CA, 95131, (408) 573-
1444, hereinafter called the Contractor, and is made with reference to the following:
RECITALS:
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being conducted
under the Constitution and the statutes of the Slate of California and the Cupertino Municipal
Code.
B. City and Contractor desire to enter into an agreement for
upgrade of the City's CCTV traffic camera system, in accordance with the Exhibit"A".
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM:
The Contractor shall begin work within ten (10) working days after receiving notice from
the Engineer to commence the work, and shall diligently prosecute the work to completion
before the expiration of thirty (30) consecutive working days from the date of receipt of notice to
begin work.
2. SERVICES TO BE PERFORMED:
Contractor agrees, at its own cost and expense, to furnish all labor, tools, equipment and
materials, except as otherwise specified, and to do all work as outlined in Exhibit "A" and
incorporated herein by reference.
3. COMPENSATION TO CONTRACTOR:
Contractor shall be compensated for services performed pursuant to this Agreement in the
amount set forth in Exhibit "A". Payment will be made in the same manner that claims of a like
character are paid by the City, with checks drawn on the treasury of the City, to be taken from
the General Fund.
Payment shall not be construed as acceptance of defective work. No interest will be paid
to Contractor on retained funds.
Page 1 of 10
Netronix Agreement
4. TIME IS OF THE ESSENCE:
Contractor and City agree that time is of the essence regarding the performance of this
Agreement.
It is agreed that in case the work called for under the Agreement is not finished and
completed in all parts and requirements within the time specified, the City shall have the right to
extend the time for completion or not, as may seem best to serve the interest of the City; and if it
decides to extend the time limit for the completion of the Agreement, it shall further have the
right to charge the Contractor, his or her heirs, assigns, or sureties, and to deduct from the final
payment for the work, all or any part, as it may deem proper, of the actual costs and overhead
expenses which are directly chargeable to the Agreement, and which accrue during the period of
such extensions.
The Contractor shall not be assessed with liquidated damages during any delay in the
completion of the work caused by an act of God or of the public enemy, acts of the City, fire,
flood, epidemic, quarantine restriction, strikes, fright embargoes, and unusually severe weather
or delays of subcontractors due to such causes; provided that the Contractor shall, within one (1)
day from the beginning of such delay, notify the City in writing of the causes of delay. The City
shall ascertain the facts and the extent of the delay, and its findings of the facts thereon shall be
final and conclusive.
5. STANDARD OF CARE:
Contractor agrees to perform all services hereunder in a manner commensurate with the
prevailing standards of like professionals in the San Francisco Bay Area and agrees that all
services shall be performed by qualified and experienced personnel who are not employed by the
City nor have any contractual relationship with C.ty.
6. INDEPENDENT PARTIES:
City and Contractor intend that the relationship between them created by this Agreement
is that of employer-independent contractor. The manner and means of conducting the work are
under the control of Contractor, except to the extent they are limited by statute, rule or regulation
and the express terms of this Agreement. No civil service status or other right of employment
will be acquired by virtue of Contractor's services. None of the benefits provided by City to its
employees, including but not limited to unemployment insurance, workers' compensation plans,
vacation and sick leave are available from City to Contractor, its employees or agents.
Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or
other purposes normally associated with an employer-employee relationship from any fees due
Contractor. Payments of the above items, if required, are the responsibility of Contractor.
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Contractor assumes any and all responsibility for verifying the identity and employment
authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA
or other federal, or state rules and regulations. Contractor shall indemnify and hold City
harmless from and against any loss, damage, liability, costs or expenses arising from any
noncompliance of this provision by Contractor.
Page 2 of 10
Netronix Agreement
8. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are unacceptable
employer/employee conduct, Contractor agrees that harassment or discrimination directed
toward a job applicant, a City employee, or a citizen by Contractor or Contractor's employee on
the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital
status, pregnancy, sex, age, or sexual orientation will not be tolerated. Contractor agrees that any
and all violations of this provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS:
Contractor shall, to the fullest extent allowed by law, indemnify, defend, and hold
harmless the City and its officers, officials, agents, employees and volunteers against any
and all liability, claims, stop notices, actions, causes of action or demands whatsoever
from and against any of them, including any injury to or death of any person or damage
to property or other liability of any nature, arising out of, pertaining to, or related to the
performance of this Agreement by Contractor or Contractor's employees, officers,
officials, agents or independent contractors. Contractor shall not be obligated under this
Agreement to indemnify City to the extent that the damage is caused by the sole or active
negligence or willful misconduct of City, its agents or employees. Such costs and
expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees
and all other costs and fees of litigation.
Contractor agrees to obtain executed indemnity agreements with provisions identical to
those set forth here in these sections from each and every subcontractor or any other
person or entity involved by, for, with, or on behalf of Contractor in the performance of
this agreement. If Contractor fails to obtain such indemnity obligations from others as
required here, Contractor agrees to be fully responsible according to the terms of this
section.
10. INSURANCE:
On or before the commencement of the terms of this Agreement, Contractor shall furnish
City with certificates showing the type, amount, class of operations covered, effective dates and
dates of expiration of insurance coverage in compliance with paragraphs 10A, B, C and D. Such
certificates, which do not limit Contractor's indemnification, shall also contain substantially the
following statement: ,Should any of the above insurance covered by this certificate be canceled
or coverage reduced before the expiration date thereof, the insurer affording coverage shall
provide thirty (30) days' advance written notice to the City of Cupertino by certified mail,
"Attention: City Manager." It is agreed that Contractor shall maintain in force at all times
during the performance of this Agreement all appropriate coverage of insurance required by this
Agreement with an insurance company that is acceptable to City and licensed to do insurance
Page 3 of 10
Netronix Agreement
business in the State of California. Endorsements naming the City as additional insured shall be
submitted with the insurance certificates.
A. COVERAGE:
Contractor shall maintain the following insurance coverage:
(1) Workers' Compensation:
Statutory coverage as requi red by the State of California.
(2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000
each occurrence
$2,000,000
aggregate -all other
Property Damage: $500,000 each occurrence
$1,000,000 aggregate
If submitted, combined single limit policy with aggregate limits in the
amounts of $2,000,000 will be considered equivalent to the required
minimum limits shown above.
(3) Automotive:
Comprehensive automobile liability coverage in the
following minimum limits:
Bodily injury: $500,000 each occurrence
Property Damage: $500,000 each occurrence
or
Combined Single Limit: $1,000,000 each occurrence
B. SUBROGATION WAIVER:
Contractor agrees that in the event of loss due to any of the perils for which it has agreed
to provide comprehensive general and automotive liability insurance, Contractor shall look
solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer
providing comprehensive general and automotive liability insurance to either Contractor or City
with respect to the services of Contractor herein, a waiver of any right to subrogation which any
such insurer of said Contractor may acquire against City by virtue of the payment of any loss
under such insurance.
C. FAILURE TO SECURE:
If Contractor at any time during the term hereof should fail to secure or maintain the
foregoing insurance, City shall be permitted to obtain such insurance in the Contractor's name or
as an agent of the Contractor and shall be compensated by the Contractor for the costs of the
insurance premiums at the maximum rate permitted by law and computed from the date written
notice is received that the premiums have not been paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees, and volunteers shall
be named as an additional insured under all insurance coverages, except worker' s compensation
insurance. The naming of an additional insured shall not affect any recovery to which such
additional insured would be entitled under this policy if not named as such additional insured.
Page 4 of 10
Netronix Agreement
An additional insured named herein shall not be held liable for any premium, deductible portion
of any loss, or expense of any nature on this policy or any extension thereof. Any other
insurance held by an additional insured shall not be required to contribute anything toward any
loss or expense covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being sufficient to protect
Contractor. Contractor is advised to consult Contractor's insurance broker to determine adequate
coverage for Contractor.
11. PROHIBITION AGAINST TRANSFERS:
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any
interest therein, directly or indirectly, by operation of law or otherwise, without prior written
consent of City. Any attempt to do so without said consent shall be null and void, and any
assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such
attempted assignment, hypothecation or transfer. However, claims for money by Contractor
from City under this Agreement may be assigned to a bank, trust company or other financial
institution without prior written consent. Written notice of such assignment shall be promptly
furnished to City by Contractor.
The sale, assignment, transfer or other disposition of any of the issued and outstanding
capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate
member or cotenant, if Contractor is a partnership or joint venture or syndicate or cotenancy,
which shall result in changing the control of Contractor, shall be construed as an assignment of
this Agreement. Control means fifty percent (50%) or more of the voting power of the
corporation.
12. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and subcontractors
whose names are listed in Contractor's bid shall be used in the performance of this Agreement.
Requests for additional subcontracting shall be submitted in writing, describing the scope
of work to be subcontracted and the name of the proposed subcontractor. Such request shall set
forth the total price or hourly rates used in preparing estimated costs for the subcontractor's
services. Approval of the subcontractor may, at the option of City, be issued in the form of a
Work Order.
In the event that Contractor employs subcontractors, such subcontractors shall be
required to furnish proof of workers' compensation insurance and shall also be required to carry
general and automobile liability insurance in reasonable conformity to the insurance carried by
Contractor. In addition, any work or services subcontracted hereunder shall be subject to each
provision of this Agreement.
13. PERMITS AND LICENSES:
Contractor, at its sole expense, shall obtain and maintain during the term of this
Agreement, all appropriate permits, certificates and licenses, including a City Business License,
that may be required in connection with the performance of services hereunder.
Page 5 of 10
Netronix Agreement
14. REPORTS:
Each and every report, draft, work product, map, record and other document reproduced,
prepared or caused to be prepared by Contractor pursuant to or in connection with this
Agreement shall be the exclusive property of City. Consultant may retain a copy of any report
furnished to the City pursuant to this Agreement.
No report, information nor other data given to or prepared or assembled by Contractor
pursuant to this Agreement shall be made available to any individual or organization by
Contractor without prior approval by City.
Contractor shall, at such time and in such form as City may require, furnish reports
concerning the status of services required under th is Agreement.
15. RECORDS:
Contractor shall maintain complete and accurate records with respect to sales, costs,
expenses, receipts and other such information required by City that relate to the performance of
services under this Agreement.
Contractor shall maintain adequate records of services provided in sufficient detail to
permit an evaluation of services. All such records shall be maintained in accordance with
generally accepted accounting principles and shall be clearly identified and readily accessible.
Contractor shall provide free access to such books and records to the representatives of City or
its designees at all proper times, and gives City the right to examine and audit same, and to make
transcripts therefrom as necessary, and to allow inspection of all work, data, documents,
proceedings and activities related to this Agreement. Such records, together with supporting
documents, shall be kept separate from other documents and records and shall be maintained for
a period of three (3)years after receipt of final payment.
If supplemental examination or audit of the records is necessary due to concerns raised by
City's preliminary examination or audit of records, and the City's supplemental examination or
audit of the records discloses a failure to adhere to appropriate internal financial controls, or
other breach of contract or failure to act in good faith, then Contractor shall reimburse City for
all reasonable costs and expenses associated with the supplemental examination or audit.
16. NOTICES:
All notices, demands, requests or approvals to be given under this Agreement shall be
given in writing and conclusively shall be deemed served when delivered personally or on the
second business day after the deposit thereof in the United States Mail, postage prepaid,
registered or certified, addressed as hereinafter provided.
All notices, demands, requests, or approvals from Contractor to City shall be addressed to
City at:
City of Cupertino
10300 Torre Avenue
Cupertino CA 95014
Attention: David Stillman
Page 6 of 10
Netronix Agreement
All notices, demands, requests, or approvals from City to Contractor shall be addressed to
Contractor at:
Netronix Integration
2170 Paragon Drive
San Jose, CA 95131
Attention: Steve Piechota
17. URBAN RUNOFF MANAGEMENT:
The Contractor shall avoid creating excess dust when breaking asphalt or concrete and
during excavation and grading. If water is used for dust control, contractor shall use as little as
necessary. Contractor shall take all steps necessary to keep wash water out of the streets, gutters
and storm drains.
The Contractor shall develop and implement erosion and sediment control to prevent
pollution of storm drains. Such control includes but is not limited to:
A. Use storm drain inlet protection devices such as sand bag barriers, filter fabric
fences, block and gravel filters. (Block storm drain inlets prior to the start of the rainy season
(October 15), in site de-watering activities and saw-cutting activities; shovel or vacuum saw-cut
slurry and remove from the site).
B. Cover exposed piles of soil or construction material with plastic sheeting. All
construction materials must be stored in containers.
C. Sweep and remove all materials from paved surfaces that drain to streets, gutters
and storm drains prior to rain as well as at the ertd of the each work day. At the completion of
the project, the street shall be washed and the wash water shall be collected and disposed of
offsite in an appropriate location.
D. After breaking old pavement, Contractor shall remove all debris to avoid contact
with rainfall or runoff.
E. Contractor shall maintain a clean work area by removing trash, litter, and debris at
the end of each work day. Contractor shall also clean up any leaks, drips, and other spills as they
occur.
The objective is to ensure that the City and County of Santa Clara County-Wide Clean
Water Program is adequately enforced. These controls should be implemented prior to the start
of construction, up-graded as required, maintained during construction phases to provide
adequate protection, and removed at the end of construction.
These recommendations are intended to be used in conjunction with the States Best
Management Practices Municipal and Construction Handbooks, local program guidance
materials from municipalities, Section 7.1.01 of the Standard Specifications and any other
appropriate documents on storm water quality controls for construction.
Failure to comply with this program will result in the issuance of noncompliance notices,
citations, project stop orders or fines. The fine for noncompliance of the above program is two
hundred and fifty dollars ($250.00) per occurrence per day. The State under the Federal Clean
Water Act can also impose a fine on the contractor, pursuant to Cal. Water Code ' 13385.
Page 7 of 10
Netronix Agreement
18. TERMINATION:
In the event Contractor fails or refuses to perform any of the provisions hereof at the time
and in the manner required hereunder, Contractor shall be deemed in default in the performance
of this Agreement. If such default is not cured within a period of two (2) days after receipt by
Contractor from City of written notice of default. specifying the nature of such default and the
steps necessary to cure such default, City may terminate the Agreement forthwith by giving to
the Contractor written notice thereof.
City shall have the option, at its sole discretion and without cause, of terminating this
Agreement by giving seven (7) days' prior written notice to Contractor as provided herein. Upon
termination of this Agreement, each party shall pay to the other party that portion of
compensation specified in this Agreement that is earned and unpaid prior to the effective date of
termination.
19. COMPLIANCES:
Contractor shall comply with all laws, state or federal and all ordinances, rules and
regulations enacted or issued by City.
20. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of
California excepting any choice of law rules which may direct the application of laws of another
jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders,
rules, and regulations of the authorities having jurisdiction over this Agreement (or the
successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed
with the courts of the County of Santa Clara, State of California.
11. ADVERTISEMENT:
Contractor shall not post, exhibit, display or allow to be posted, exhibited, displayed any
signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services
performed under this Agreement unless prior written approval has been secured from City to do
otherwise.
22. WAIVER:
A waiver by City of any breach of any term, covenant, or condition contained herein,
shall not be deemed to be a waiver of any subsequent breach of the same or any other term,
covenant, or condition contained herein, whether of the same or a different character.
23. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the parties hereto, and alI preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be
held to vary the provisions hereof. Any modification of this Agreement will be effective only by
written execution signed by both City and Contractor.
Page 8 of 10
Netronix Agreement
24. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the Agreement shall be
deemed to be enacted herein, and the Agreement shall be read and enforced as though each were
included herein. If through mistake or otherwise, any such provision is not inserted or is not
correctly inserted, the Agreement shall be amended to make such insertion on application by
either party.
35. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the Agreement
and in no way affect, limit or amplify the terms or provisions of this Agreement.
Page 9 of 10
Netronix Agreement
P.O. No.: , r--,17 -5-781
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the
day and year first above written.
CONTRACTOR CITY OF CUPERTINO
Netronix Integration A Municipal Corporation
.' / n. "\
By Steve ' - ota By gam__ _. —_
Title Vice President Tina. :a"'en, Director of Public Works
Date 10/31/12 Date It/,/(Z
RECOMMENDED FOR APPROVAL:
David Stillman, Senior Civil Engineer
AP kt ID • ' ' O FORM:
B it
Caro/Coracle, City Attorney
ATTEST:
By 1, < z/ 4Its'-t
Grace Schmidt, City Clerk
Contract Amount: $12,026.00
Account No. : 110-8602-7014
11-jliiliV-27
Page 10 of 10
Netronix Agreement
EXHIBIT
(40"-at
1IV(IVEAko...TRONag I
2170 Paragon Drive,San Jose,CA 95131 408-573-1444 fax 408-573-1441 www.netronixint.com ca lic.#901751
September 26, 2012
City of Cupertino
Attn: Herman Loman
10300 Torre Ave.
Cupertino, CA 95014
Proposal
Project- Exacq Conversion
Quote- 3052
Customer,
Thank you for allowing Netronix Integration Inc. to provide the following proposal for the scope
outlined below:
Corporate Background-
Netronix Integration was founded by two highly successful industry veterans with a combined
experience of over 40 years in the electronic security industry. They have assembled an"A
Team"of infrastructure and technical personnel to provide a high level of service and a pro-
active approach to client relationships. Netronix measures their success by the success of their
clients.
Project Experience-
Amazon.com County of Santa Clara
Boston Scientific Northrop Grumman
Broadcom On Semiconductor
Coresite Oracle
1
Netronix Integration 26-Sep-12
City of Cupertino-EKacq Conversion
Port of Oakland SFPUC
Santa Clara University Workday
Project Scope-
Convert the existing 20 camera analog CCTV system to an Exacq Hybrid DVR/NVR and Exacq
VMS. The existing Pelco matrix switch will be removed and replaced with a new Exacq unit
noted in the BOM. In addition, an EtherWan unmanaged 8 port POE switch, an Axis 4 port
video encoder, and a Pelco CM9760-CDU-T signal distribution unit, as well as a protocol
converter.
• Demo Existing Pelco Matrix
• Install new Exacq Hybrid DVR/NVR
• Dress in existing cabling
• 16ea PTZ cameras will be connected to the 9760 CDU and to the analog ports on the
Excaq unit, while the 4ea fixed cameras will be connected to Exacq via and Axis video
server.
• All cameras will be programmed into the Exacq VMS
• The system will be commissioned
• 4 hours of on site training will be provided
Bill of Materials-
Extended
Mfgr. Model Description Qty Price Mat.Price
Rack mount 2U server with 8 I.P.licenses, 16
looped analog inputs,480FPS, RS-232/485 serial
port, 1 spot and 1 multiplexed monitor output, 16
alarm inputs, 15 alarm outputs,4 audio inputs,dual
Gb NIC, i3 CPU,2 HDMI + 1 VGA(2 max.
simultaneous), DVD,Win 7 or Ubuntu 10.04 linux,
keyboard and mouse,exacqVision client and
1608-48- server software pre-installed, year warranty and
EXACQ 6000-R2 software updates 1.00 $6,671.05 $6,671.05
Commercial(0°C-45°C)Non-Managed Ethernet
Switch with PoE 802.3at, 30W(full power to all
Ports). Rack Mount with Internal Power Supply
ETHERWAN EX17082A 100VAC-240VAC 1.00 $423.88 $423.88
4 CHANNEL H.264 NON-RACK MOUNT 15FPS
AXIS M7014 PER CHANNEL ENCODER 1.00 $479.30 $479.30
B&B 422PP9TB RS-422 TO RS 232 CONVERTER 1.00 $112.86 $112.86
CM9760-
OPELCO CDU-T CODE DISTRIBUTION UNIT FOR PTZ CAMERAS 1.00 $541.43 $541.43
DEMO EXISTING MATRIX 1.00
*If the Pelco CM9760-CDU-T is not required,the price will be credited back to the city.
City of Cupertino-Exacq Conversion
Pricing-
MATERIALS TOTAL $8,228.52
SHIPPING $123.43
SALES TAX $699.48
LABOR, PM, ENGINEERING, CAD $2,810.00
SUBCONTRACTOR/RENTAL
EQUIP. $-
WARRANTY $164.57
TOTAL $12,026.00
Warranty-
Netronix shall warranty all labor provided and manufacturer's warranty on installed equipment
and systems for one (1)year from beneficial use date. Items will be covered in full for
manufacturer warrantied materials and labor for devices provided and installed by Netronix only.
Netronix will at the manufacturer's discretion will replace or repair any defective equipment
determined to be defective. Any device or system modification performed by non-Netronix
personnel or designated subcontractor will void warranty.
Warranty exceptions: Acts of Nature, vandalism,misuse of system device causing failure or
modification/alteration of devices.
Liability is limited to repair and/or replacement of equipment installed by Netronix Integration.
Warranty Support-
Critical Issue Support- 7/24, with a 4 hour response time. Netronix shall provide as required,
either on-site or remote diagnostics, for any catastrophic system failures or perimeter device
serviced issues.
Non-Critical Issue Support-Next business day
Commissioning and Testing-
Netronix will provide written and electronic test results for all systems and field devices. A
project acceptance document by be provided and signed by the client.
Coordination with Other Trades-
Netronix will coordinate with the others trades as required. Netronix will utilize union labor for
this project.
Exclusions— Provided By Others
• All 120 VAC
• Any required permits by others
• All workstations and servers
• All Network Switches
City of Cupertino-Exacq Conversion
• Racks and rack hardware
• Network infrastructure, IP Addresses, connectivity
• Anti-Virus software
• Any UPS requirements
Project Schedule-
Netronix will make every effort to meet the published project schedule and has considered the
schedule in our proposal pricing. Normal short de lays due to others have also been considered.
Any significant delays by others causing additional costs to Netronix will be subject to a change
order to the client. Unless otherwise stated, all work will be performed during normal business
hours.
Terms and Conditions-
• Terms-Net 30 days from date of invoice
• Progressive invoicing will be submitted monthly for all projects lasting more than 30
days.
• Billing will be delivered via email to parties designated by the client unless agreed
otherwise agreed upon in advance.
• Sales Tax is estimated and will be charged at the published rate when the materials are
delivered and installed.
Again, thank you for allowing Netronix to submit this proposal for your review and
consideration,
Steve Piechota
Netronix Integration