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DocuSign Envelope ID: FA5336ED-8472-4BDC-B3FF-B639F2A64EOC
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SERVICE AGREEMENT NO. 97035
Azure Stack HCI for Landfills
THIS Azure Stack HCI for Landfills Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation ("City")
and Area Electronics Systems, Inc., dba DataON ("Contractor"), effective upon
execution by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Azure Stack HCI for Landfills in response
to Request for Bid/Proposal No. 97035 ("RFB/RFP"), which RFB/RFP includes the required
scope of work and all specifications and which RFB/RFP and the Contractor's bid or
proposal response, as applicable, are incorporated by reference in this Agreement as
Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Azure Stack HCI for Landfills ("Services") in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety, and in accordance with Exhibit 2.
2. Term. This Agreement is for five years, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or the
Contracts and Procurement Department, or the performance date listed in the
notice to proceed, whichever is later. The parties may mutually extend the term
of this Agreement for up to zero additional zero-year periods ("Option Period(s)"),
provided, the parties do so by written amendment prior to the expiration of the
original term or the then-current Option Period. The City's extension authorization
must be executed by the City Manager or designee.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$74,010.50, subject to approved extensions and changes. Payment will be made
for Services completed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. Contractor shall invoice no more
frequently than once per month. All pricing must be in accordance with the
attached Bid/Pricing Schedule, as shown in Attachment B, the content of which
is incorporated by reference into this Agreement as if fully set out here in its
entirety. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next option period.
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
Service Agreement Standard Form Page 1 of 7
Approved as to Legal Form December 15, 2020
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DocuSign Envelope ID: FA5336ED-8472-4BDC-B3FF-B639F2A64EOC
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Phillip Grant
Information Technology Department
Phone: 361-826-3845
phillipg2@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
Service Agreement Standard Form Page 2 of 7
Approved as to Legal Form December 15, 2020
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DocuSign Envelope ID: FA5336ED-8472-4BDC-B3FF-B639F2A64EOC
7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re-worked immediately at no charge
to the City. If immediate correction or re-working at no charge cannot be made
by the Contractor, a replacement service may be procured by the City on the
open market and any costs incurred, including additional costs over the item's
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Contractor warrants that it has clear
title to the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
(C) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
Service Agreement Standard Form Page 3 of 7
Approved as to Legal Form December 15, 2020
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12. Subcontractors. In performing the Services, the Contractor will not enter into
subcontracts or utilize the services of subcontractors.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll faxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Phillip Grant
IT Infrastructure Manager
1201 Leopard St., Corpus Christi, TX 78401
Phone: 361-826-3845
Fax: n/a
IF TO CONTRACTOR:
Area Electronics Systems, Inc., dba DataON
Attn: Howard Lo
VP Sales and Marketing
1247 N. Lakeview Ave., Suite C, Anaheim, CA 92807
Phone: 888-726-8588
Fax: n/a
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
Service Agreement Standard Form Page 4 of 7
Approved as to Legal Form December 15, 2020
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WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor's failure to
comply with any of the terms of this Agreement. The Contract Administrator must
give the Contractor written notice of the breach and set out a reasonable
opportunity to cure. If the Contractor has not cured within the cure period, the
City Manager may terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Contractor for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
20. Limitation of Liability. The City's maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
Service Agreement Standard Form Page 5 of 7
Approved as to Legal Form December 15, 2020
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withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor's bid response (Exhibit 2).
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1 ,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
Service Agreement Standard Form Page 6 of 7
Approved as to Legal Form December 15, 2020
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DocuSign Envelope ID: FA5336ED-8472-4BDC-B3FF-B639F2A64EOC
CONTRACTOR
DocuSigned by:
Signature:
E794 D4151 E3047A...
Printed Name:Howard Lo
Title: vice President
Date: 1/22/2021
Res.032373 Authorized By
CITY OF CORPUS CHRISTI Council 03/02/2021
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Signed by:
CA, L-6 DS
Josh �irony Er S_i5
Interim Assistant Director, Contracts and Procurement
Date: 3/3/2021
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements ATTEST:
DocuSigned by:
Attachment D: Warranty Requirements
Incorporated by Reference Only: Rebecca Huerta
Exhibit 1 : RFB/RFP No. 97035 City Secretary
Exhibit 2: Contractor's Bid/Proposal Response
Service Agreement Standard Form Page 7 of 7
Approved as to Legal Form December 15, 2020
DocuSign Envelope ID: FA5336ED-8472-4BDC-B3FF-B639F2A64EOC
ATTACHMENT A: SCOPE OF WORK
PROJECT NAME: DataON Solid Waste Server Refresh
PROJECT ADDRESS: City of Corpus Christi 1201 Leopard Street, Corpus Christi
Texas, 78401 , 2397 Co Rd 20, Robstown, TX 78415, and 6594 Greenwood Dr,
Corpus Christi, TX 78415.
Scope of Work:
A. The Contractor shall deliver the four servers to 1201 Leopard Street for the
Cefe & Elliot Landfills.
B. The contractor shall include Data on management Utility Software Tools for
each server.
C. The Contractor shall provide Remote Hands-On Deployment Services and
training for the two sites.
D. The Contractor shall include hardware and warranty support for the servers,
which includes power supplies, or any other items that are related to
hardware being purchased.
E. The Contractor shalll provide NBD (Next Business Day) replacement on failed
parts, which will include support via email, WebEx, and phone.
F. The Contractor shalll provide an 8-hour response time; 7 days a week: 24 hours
a day hardware support.
G. Contract Administrator for IT: Phillip Grant, phone number 361-826-3845,
hillba2CE?cc exas.com.
Page 1 of 1
DocuSign Envelope ID: FA5336ED-8472-4BDC-B3FF-B639F2A64EOC I II \/,4Ct)'2017 20 19cvO 93
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(361)826-3094 Phone: (714)-993-0300
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Part A,-Complete platform
4 S2113-526i ata T"S2113-56i 211.11 16 x 2.5"dill ....e HC1 Ready
Node
Form factor: 2U Rack Server, 3.42" H x 17.24"W x 28.86' D
1..
Supports Dual Intel Xeon®Scalable- Gen 2 Processor Series&(24)DDR4 DIMM
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Drive Bay: (16) NVMe U.2 2.5" Hot-swappable
PCIe Slot: (7) PCIe 3.0 x8 or(2)x18 + (3)x8
Onboard NIC: (2) Built-In 1OGbE R345
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1300W(1+1) 110V hot-swappable redundant PSU with NEMA 5-15 Power Cords
Intel®Remote Management Module 4
1 S2D-MUST DataON®MUST -Management Utility Software Tools
8 CPU-XEON-4214Y-08 Intel®Xeon®Scalable Gen.2 Silver 4214Y 2.4 GHz,8-Core, 16.5MB Cache
16 MMD4-32G-2933 Samsung®32GB DDR4 2933MHz ECC-Register RDIMM
8 M.2-S4510-480 Intel®S451OTm 48OGB SATA M.2 Boot Drive For OS
20 SSD-IN-P4510-2T(U.2) Intel®DC P451OTm NVMe 2TB 2.5"SSD;Storage Tier
8 NC-MCX4121AACAT �Mellanoxg Connect)(-4 Lx EN Dual Port SFP+ 10/25GbE RDMA Card
4 CB-MCP2MOO-A( 3M Mellanox®LinkXTm Passive Copper cable, ETH,up to 25Gb/s,SFP28,28 AWG
Notef � Microsoft Whridows Server IllNot Linc ud d
............................................................................................................................................................................................................................................................................................................................................... Part A: $ 58,270.00
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WRTY-5YR-WW 5 Years DataON'"Advanced Replacement Warranty&Support $ 8,740.50
1 SPRT-HCI-DMT DataON HC1 Remote Hands-On Deployment Services with 4 Hours Training 3 5 0 0 0 0
Solution Overview: Sales"Ill"aix Not Lincludedl
��t�� 74,010.50
64 CPU Cores Total
128GBRAM Per Node Shipping, Handling and Insurance: Included
0 [ache Drive Per Node
(5) SSD Per Node Sales Tax:
0 HDD Per Node
Resiliency 2-WayMirroring 52CyK2N Grand Total; $ 74\010.S0
14.4 TB Usable Storage Total
10096All Flash
Gb/sKDMANetwork P0#:
Special Notice:
(2)separate clusters for ELLI0T2/[EFE2 sites
~7.2TBusable capacity per cluster
Authorized Signature Date
Warranty and Support Terms: Staiterneint of Coindlitiorl
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z*/7service and hardware support assumeono,eoponsiuiftym,macm,acleo.e,m,s.o,omissions,and shall nol:ue
Standard business hours: 7am–apmPST,Monday-Friday ��able m'ui'ecL.mul'ecL.special, ncmenLal.o,consequenualuamames,emlunmfom
any such eno,o,ommsionlmnol:,eoponsmlem,pncling o,ome,e,m,s.and
Web Form: submit ane'supFmrt request form at ieme,`esme,lmhl:Lo cancel ome,sansling oamsuch e,m,s
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DocuSign Envelope ID: FA5336ED-8472-4BDC-B3FF-B639F2A64EOC
Attachment C: Insurance Requirements
Insurance is not required for this agreement; therefore,
Section 5 - Insurance; Bonds, subsection 5 (A) and 5 (B) is
null and void.
Page 1 of 1
DocuSign Envelope ID: FA5336ED-8472-4BDC-B3FF-B639F2A64EOC
Attachment D: Warranty Requirements
Warranty is not required for this agreement; therefore, Section
8 - Warranty, subsection 8(A) and 8(B) is null and void.