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Nexus A2015-127 AGREEMENT NO. A15- 2-i FOR PROFESSIONAL SERVI ES BETWEEN THE CITY OF CHINO HILLS AND NEXUS THIS AGREEMENT, made and entered into this 8th day of April, 2015, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and NEXUS hereinafter referred to as "Consultant". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit A"SCOPE OF SERVICES" attached hereto and made a part hereof. Consultant shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City. Consultant shall, at its own cost, make any revisions of its own work as required by the City and re-do, at its own cost, any work which the City finds unsatisfactory due to Consultant's or subcontractor's errors or omissions. Consultant represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Consultants shall begin its services under this Agreement on April 15, 2015. -1- 2. STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Consultant to perform its duties under this Agreement. 3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or In any way affect the performance of its services pursuant to this Agreement. Consultant shall observe and comply with all such laws and regulations affecting its employees. City and Its officers and employees, shall not be liable at law or in equity as a result of any failure of Consultant to comply with this section. -2- 4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain the approval of the City Manager of all proposed staff members performing services under this Agreement prior to any such performance. 5. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant shall be as set forth in Exhibit B attached hereto and made a part hereof. Total compensation shall not exceed $10,046.64. Payments shall be made within thirty (30) days after receipt of each Invoice as to all undisputed fees. If the City disputes any of consultants fees it shall give written notice to Consultant within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. 6, ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with Consultant. -3- Consultant shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 8. FACILITIES AND RECORDS, Consultant 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, Consultant 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. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts therefrom as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this i Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 9. TERMINATION OF AGREEMENT, This Agreement will terminate on June 30, 2015, unless otherwise extended in advance and In writing by the City Manager. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of such termination, Consultant -9- shall be compensated for non-disputed fees under the terms of this Agreement up to the date of termination. 10. COOPERATION BY CITY, All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Scope of Services, shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. 11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of termination, suspension or abandonment of, this Agreement, all original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall, become the sole property of City. With respect to computer files, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST. (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization excepting that information which is a public record and subject to disclosure pursuant to the California Public -5- Records Act, Government Code § 6250, et seq. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to Interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. If Consultant or any of its officers, employees, consultants or subcontractors does voluntarily provide information in violation of this Agreement, City has the right to reimbursement and indemnity from Consultant for any damages caused by Consultant's conduct, Including the City's attorney's fees. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding, Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by -6- Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. (b) Consultant covenants that neither they nor any officer or principal of their firm have any interest in, or shall they acquire any interest, directly or Indirectly which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that In the performance of this Agreement, no person having such interest shall be employed by them as an officer, employee, agent, or subcontractor without the express written consent of the City Manager. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area and further covenants and agrees that Consultant and/or its subcontractors shall provide no service or enter into any agreement or agreements with any developer(s) and/or property owner(s) and/or firm(s) and/or partnerships owning property in the City or the study area prior to the completion of the work under this Agreement without the express written consent of the City Manager. 13. DEFAULT. In the event that Consultant is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. 14. INDEMNIFICATION. (a) Consultant represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Consultant, and City relies upon the skills and knowledge of Consultant. Consultant shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b) Consultant is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which the Indemnitees may suffer or Incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused -8- •by the negligent or wrongful acts or omissions of Consultant, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has agreed to Indemnify the • Indemnitees as above provided, Consultant, upon notice from the CITY, shall defend the Indemnitees at Consultant's expense by counsel acceptable to the City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to • be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Consultant's indemnification does not extend to Claims occurring as a result of the City's sole negligent or willful acts or omissions. 15. INSURANCE. A. Insurance Requirements. Consultant shall provide and maintain Insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives or employees. -9- Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as: (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (d) Errors and omissions liability insurance appropriate to the Consultant's profession. (2) Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate Ilmit is used, either the general -10- aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of$1,000,000 per accident. (d) Errors and Omissions Liability: $1,000,000 per claim. B Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs, products and completed operations of Consultant; premises owned, occupied or used by Consultant, or automobiles -11- owned, leased or hired or borrowed by Consultant, The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. (b) Consultant's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self Insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, Consultant's insurance. (c) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City. C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary -12- to satisfy City that the insurance provisions of this contract have been complied with, The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section, The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1) Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. (2) Any deductibles or self-Insured retentions must be declared to and approved by City, At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (3) The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 16. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT, In performing this Agreement, the Parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest -13- extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 17. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith, 18. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 19. GOVERNING LAW. The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of -19- this Agreement, Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 20. ASSIGNMENT OR SUBSTITUTION. City has an interest In the qualifications of and capability of the persons and entitles who will fulfill the duties and obligations imposed upon Consultant by this Agreement, In recognition of that Interest, neither any complete nor partial assignment of this Agreement may be made by Consultant nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, If any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 21. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Consultant, The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 22. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Consultant to the performance of its obligations hereunder. -15- 23. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Consultant. Attention: Melissa Prapessarangkool Nexus 25819 Jefferson Avenue, Suite 110 Murrieta, CA 92562 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 24. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work B. Exhibit B: Compensation -16- 25. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. NEXUS CITY OF CHINO HILLS - By By (/ Io nradt Bartlam, City Manager Thomas Lyon Name (Printed) Title Sr. VP of Managed Services By Dan Dougherty Name (Printed) Title CFO -17- EXHIBIT A :lfl 1 , Of : 1; [I ; \ 1 1,'1‘.k, 1\ t;(1111110Ct 0001)01 Oki creith: Statement of Work / 1„1/24„phiginhini,,,,/ ,,, rinh,/, Rnfiliiiiii`i MI yrnii bilhiili::;!: . -. . _ ! 1 PRITAIthl)Iol?: , o a C i Chino Hills 14000 City Center Drive Chino Hills, CA 91709 Cisco UCS Professional Installation Services Version 6 Date: 4/7/2015 yvii,n/Lienoliniu,innii i IWO ,ti-Ati •:/ )) Statement of Work CONFIDENTIALITY NOTICE The Information contained herein Is considered confidential and proprietary, produced solely for the customer Identified above. If Nexus' proposal contains Information labeled confidential or proprietary, Chino Hills will keep such information confidential to the extent authorized by law. if requested to release the information either through a court proceeding or related to the City's compliance requirements regarding the Public Records Act, China Hills will comply with the request and notify Nexus of the information released. This document and its contents are intended for the expressed purpose of presenting the services proposed herein to the prospective customer named herein. No part of this document may be reproduced, copied or distributed in any form or by any means, either wholly or in part, or otherwise disclosed to third parties without the expressed written consent of Nexus Integration Services, Inc. (Nexus). By accepting receipt of the contents herein the recipient agrees that the document, all updates, and the information contained (herein, will be held in trust and confidence and will not be used, reproduced In whole or in part, nor its contents revealed to others except to meet the purpose for which it was delivered. It is understood that no right is conveyed to distribute, reproduce or have reproduced any portion of this document or item herein disclosed without the expressed written permission of Nexus. Should this document or any part of it be used for any other purpose other than as a Statement of Work as a part of this Professional Services engagement between Nexus and the prospective Customer named herein, Customer will be charged a Consulting fee as deemed reasonable by Nexus. Reproduction Category Sensitive Distribution Catogoly Confidential and I'roprlolniy Customer acimowledgernont Chino Hills—Statement of Work Proprietary and Confidential Uu:;uo 13 Statement of Work CONTACT INFORMATION Name i I Title I E-mail Address I Phone Chris Roberts I Senior IT Analyst I croberts@chinohllls.org I (909) 364-2656 I I I I I I I I I NEXUS CONTACT INFORMATION IName Title E-mail Address Phone Melissa Account Manager melissa.pr��S?itexusis.coiti ( (949) 265-6037 Are passe rangkool Thomas Surber ( Systems Engineer ping.00ianoxusis.com. I (858) 255-7785 ' Josh Mark Inside Systems josh.marker(Ta,nexusis com (858) 255-7798 Engineer Ram Pisapati Manager, Systems rarmplsapati@nextisis.com (949) 258-2077 ' Engineering Paul Bleecker Regional Sales paul.bleeckerftnexrisis.com (949) 265-6069 Manager Donna labels Regional Manager, dpnna.zabalaRnexusis.com. i (858)427-2637 Project Management Rich Pierce Professional Services Lhard,pierceOnexusls.conl (949)265-6074 Manager Steven Madick I VP of Engineering I eteven.nmdicknexusis,coln I (661)775-2812 Mike Heiman Senior VP of mike.heimannnexusis_com (661)775-2409 Engineering China Hills—Statement of Work MI Proprietary and Confidential 6.xu.; SS Statement of Work document Control Author: Thomas Surber Change Authority: Nexus Revision History The table below shows the revision history of this document. Version No. Issue Date ( Status ( Reason for Change 1 f 1/28/2014 Complete Initial SOW write-up I 2 1 1128/2014 lJpdated ( Chang us after Glen Meredith review ! 3 2/20/2015 Updated Changes requested by City of Chino f tills 4 4/1/2015 ( Updated Changes requested by City of Chino Hills 5 4/5/2015 Updated Changes requested by City of Chino Hills G 4/7/2015 Updated Changes requested by City of Chino Hills The table below shows the review history of this document. Reviewer's Details Version No. Date Glen Meredith I 1 1/28/2015 1 1 I I I I Chino Hills—Statement of Work fl Proprietary and Confidential )) Statement of Work Contents 1 Executive Summary 6 1.1 Nexus Profile 6 1.2 Customer Profile 6 2 Solution Overview 7 2.1 Overview 7 2.1.1 Operational Requirements7 2.2 Customer responsibilities 7 2,3 Equipment Summary 5 2.4 Equipment Diagrams g 3 Professional Services Overview 11 3.1 Discovery Document 11 3.2 Design and Implementation Overview11 3.3 Deployment Tasks 12 3.4 Knowledge Transfer 15 3.6 This SOW does not cover additional services such as. 15 3.6 Deliverables15 3.7 Project Completion............................. ...... ......,........... ..... ........ 16 3.8 Issue Escalation 16 3,8,1 Engagement Issues 16 3.8,2 Operation and Maintenance(O&M) Issues 17 3.8.3 Nexus Time and Materials Support17 4 Responsibilities of Each Party18 4.1 Project Management.........—............... ..... ...... ........................ 18 4.1.1 Project Kickoff Meeting 18 4.1.2 Engagement Phase 19 5 Assumptions 21 5.1 General Assumptions 21 6 Change Management Process 23 7 Statement of Work Signoff 24 Chino Hills—Statement of Work fl Proprietary and Confidential Statement of Work `'i Executive Summary This Statement of Work (SOW) identifies the services and activities to be performed by Nexus (and/or others as identified herein) relative to the project for Chino Hills The purpose of this project will focus on the installation of Cisco equipment. This will consist of Installing one (1) CISCO UCS B-SERIES system. The services, activities, and responsibilities described within the following sections herein characterize the full set of deliverables for this project, thus constitutes the working agreement between Nexus and Chino Hills. Every effort has been made to identify the scope of the project based on information made available during the engagement to create the SOW. 1.1 Nexus Profile Headquartered In Valencia, California, Nexus has 19 offices throughout the United States and Canada. The company employs more than 650 people and serves client organizations of all types and sizes in local, national, and International markets. Nexus specializes in delivering competitive and business-relevant solutions through collaboration with top engineering talent across a spectrum of Advanced Technologies. For 30 years, Nexus has understood the challenges posed by rapidly evolving technologies and leveraged in response an extensive engineering team—and valued partner network—to ensure clients meet their toughest challenges ahead. Poised to deliver powerful infrastructures, Nexus is consistently an early adopter of nearly every Cisco technology. As the recipients of 37 top Cisco honors in the last decade, Nexus recently added the title of 2014 Cisco Global Americas Partner of the Year—commanding recognition of Nexus' success In delivering upon a simple vision: to be the preferred Advanced Technology provider of our valued customers and technology partners. t2 Customer Profile Chino Hills Is city located in San Bernardino County. The City's total 2014.2015 budget consists of a $144,095,300 revenue projection and an expenditure allocation of $154,971,100. (The expenditures include one-time capital improvement projects which are funded by savings.) chino Hills—Statement or Work Proprietary and Confidential IJn:. I )) Statement of Work 2 Solution Overview Nexus has made every effort to detail any assumptions, outstanding caveats, and other considerations within this document, based on our current understanding of Chino Hills requirements and the existing environment. This section should be carefully reviewed by all parties to ensure accuracy and completeness of the information provided. 2.1 Overview This service engagement provides professional services for the Chino Hills's new server platform installation, This engagement will consist of onsite and some offsite work. 2.1,1 Operational Requirements Installation of Cisco UCS B-series systems will be considered installed when the following requirements are met: o The hardware is properly racked, powered and cabled. o Install, configure and test Cisco UCS solution is limited to components listed in the equipment summary section. o All initial configurations for UCS Manager have been performed. o All available servers are visible through UCS Manager. o A server profile template is created and a server profile set for one test server. o A single server has been provisioned and is manageable by the UCS Manager console. 2.2 Customer responsibilities o Customer Team Lead plans and coordinates all IT functions o Customer is responsible for provisioning or procuring any operating system software and licensing, any applications (including hypervisor), physical or virtual machine OS and data, any existing storage, any existing networking components, data, server and application migrations. o Participate in a pre-installation conference call to review the details of the project. o Customer will provide immediate access to persons with required knowledge of and security access to the customer network or systems as required. o Customer will provide a computer connected to the customer network for purposes of administration and testing. This computer should be freely available during the installation. o Customer Is to complete a Cisco UCS transition kit to verify all necessary connectivity, power and overall site readiness prior to any Nexus installations. o Customer will provide adequate space, cooling and UPS power In a customer provided rack or in multiple racks for Installation of the Cisco UCS B-series. o Customer will provision any LUNs (and any quantity as needed for the installation) on any storage systems connecting to the Cisco UCS B-series system when necessary. chino Hills—Statement of Work fl Proprietary and Confidential I r':.0 . i3 Stalonient of Work O Customer to configure all necessary LAN switches for connectivity (VLANs, port speeds..,etc) to the Cisco UCS B-series servers. O Customer to provide all necessary IPs. O Customer to provide all necessary cabling (Not listed on the BoM, lengths, types, quantitles...etc) for the installation of the project, 2.3 Equipment Summary Cisco UCS B Series: O 5108 Blade Server Chassis (1). o B200 M4 Servers (3). o E5-2660v3 CPU (2 per server for total of 6). O 128 GB DDR3 RAM (per server). o VIC1340 Module (1 per server for total of 3). O 120 GB SATA SSD drives (2 per server for total of 6), To he used for local booting of OS. O 6324 Fabric Interconnect (2) in chassis. O Power Supplies (4) 2500w, requiring (1) C20 outlets (client's responsibility)for each power supply for a total of(4) outlets. O Both the City of Chino Hills and Nexus both take note and understand that the City Is purchasing (1) Nexus 3000 3534P In a separate purchase that will be used in this project.This will require (2) C14 outlets to power the unit. Chino Hills—Statement of Work fl Proprietary and Confidential i! , tt; j} Statement of Work 2.4 Equipment Diagrams Proposed Network Architecture I- - !a't?lr cs1Y13 - ---)C1%1\ e 0 yAde- .,1 A f 11:14 1i(3t:i irclar 4;i-it- - the!aUhic.1}1;yet#lter,i l ritr Chino Hills—Statement of WorkKg Proprietary and Confidential I): i 53 Statement of Work Proposed rack elevations 42 U w rr it Chino Hills—Statement of Work 10 Proprietary and Confidential I him. )) Statement of Work 3 Professional Services Overview Nexus is focused on providing the professional services engineering and support expertise to meet the requirements of today's advanced technology solutions. Our expertise with virtualization, consolidation, data storage, backup, disaster recovery, converged networks, security,wireless, voice, video, data, and IP telephony, coupled with our strong partnership with technology leaders such as Cisco, VMware, and Storage Vendor enables us to deliver a wide range of business technology solutions from a simple telephony system to the most robust Data Center solutions. Our Professional Services objective is to align your business and technical requirements through a six-phase technology solution lifecycle: prepare, plan, design, implement, operate, and optimize. This proven lifecycle services methodology enables effective, efficient deployment of advanced technologies with minimal disruption to business, and maximum benefit and return on your investment. 3.1 Discovery Document The objective of the discovery process Is to identify functional and tactical requirements affecting the solution configuration and deployment. During this process, Nexus will validate the preliminary design. Nexus, in conjunction with Chino Hills, will conduct a series of work sessions to finalize the requirements for the solution components as described In the Solution Overview section. Requirements will be documented in a discovery document, which will be submitted to and approved by Chino Hills. This document describes Chino Hills' business requirements and provides a roadmap for the design of the solution. During the discovery process, Nexus or Chino Hills may discover that additional functionality or features that are available to them may benefit the overall project design. Any project additions are viewed as potential changes to the original SOW and will be processed as Change Orders. 3.2 Design and Implementation Overview Cisco UCS Implementation • Discovery of current environment. o Installation of one (1) Nexus 3524P 48 port switch o Installation of one (1) UCS chassis. o Installation of three (3) UCS blades. o Setup of Cisco UCS Manager • Configuration of Service Profiles, up to 1. o Verification of Northbound network connectivity. o Configuration of other settings as required in the DD. o Configuration of logging based on Nexus best practices. o Knowledge Transfer on the installation, maintenance, and configuration of Cisco UCS. o As-built documentation. Chino Hills—Statement of Work Proprietary and Confidential lb::tr. )) Statement of Work 3.3 Deployment Tasks Please note that a detailed project plan will he presented by Nexus after the initial kick-off meeting. Required Notification and Scheduling tasks will be managed by the Nexus Project Manager and/or Lead Engagement Engineer. Based on discussions between Nexus and Chino Hills, the following deployment tasks have been defined Site preparation and installation review. o Install one (1) Cisco UCS B-series system in a rack. o Verify installation timeline and all dates necessary. O Verify all necessary customer personnel who will be assisting with the installation Chino Nllis-Statement of Work 11111 Proprietary and Confidential System Task Nexus Client> Cisco UCS Blade Chassis Project Rack and stack of CISCO IiCS 13- SERIES SYSTEM into customer X provided rack. Power up and testing of operation of CISCO IJCS Fl-SERIES. X Upgrade any necessary firmware on X CISCO (JCS 0-SERIES Install one (1) VIC 1340 into each blade server (three (3) in total). (If Required) X Install three (3) B200 M4 blade servers CISCO UCS B- in the 5108 chassis. X SERIFS• Assembly, Racking, Power and Initial Power up burn Install two (2) 121) GB SOO In a raid 1 in period mirror per blade set ver, (for a total of(i X SOD). Install two 6324 Id modules into the X 5108 chassis. Assist customer with connections from Storage Vendors SCSI services to X X Cisco UCS. Connect cabling from CISCO MS B- SERIES from 0-Series 6324 Fl to 3524P X 100 pits with (4) SPP-I-I10G13-C(13M 3m Twinax cables. Assign IP addresses to each Fabric X Interconnect and VIP. Provision FXSi for up to 3 Blades installed in the chassis. X Configure Primary User Authentication. I I X CISCO [JCS 0- Sign in UCS Manager. X SERIES Configuration Create Policies.. boot, firmware, scrub, vNIC, vl-IBA. X Create up to one (1) Template--OS-- X Array type for VMware vSphere. Chino Hills—Statement of Work fl Proprietary and Confidential Statement of Work Create up to one (1) Service Profiles. X Map all Service Profiles to local booting. X Provision up to one (1) Microsoft Windows Server OS using created Service Profiles. Does not Include the X setup of an application on the installed server's OS. Testing to confirm all is worldng properly. X Provide as-build Documents based on Configuration as it pertains to the Nexus X IS completed Installation. System I Task ( Nexus <Client> Cisco 3524P Nexus Switch ffff III Rack and stack of CISCO Nexus 352411 X Switch Into customer provided rack. Power up and testing of operation of CISCO Nexus 3524P Switch Upgrade any necessary operation systems on the CISCO Nexus 35241' X CISCO Nexus 35241' Switch Switch --Assembly, Create VLANS As needed for project-- Itacking, Power and Numbering and naming at City of Chino X X Initial Power up burn Hills Direction, In period Work with City of Chino Hills Storage X Vendor connecting the Storage to the X Cisco Nexus 3524P Switch. Work with City of Chino Hills staff on connecting the Cisco Nexus 3524P X X Switch to the Cities Core L21L3 devices as needed Chino Hills-Statement of Work fl Proprietary end Canidenllel I ln:.n:: )) Statement of Work 3.4 Knowledge Transfer The success of any technology implementation is dependent on the usability and perception of the system to the technology end-users, Nexus provides "Knowledge Transfer" sessions for both end-users and/or administrative staff. It is intended that Chino Hills will designate appropriate personnel who are familiar with the project details and who will continue to maintain the systems after cutover, The knowledge transfer session(s) provide the basic understanding of how your system(s) operate, Knowledge transfer DOES NOT provide expert and/or advanced functionality administration. Client should NOT expect to troubleshoot advanced situation and upgrade their system(s)without assistance from Nexus unless client personnel receive advanced training/certification(s). Nexus will provide Informal knowledge transfer. These sessions will focus on technologies used for migration. Supervised (over-the-shoulder) knowledge transfer will be (he delivery method during migration and will count towards the overall amount of knowledge transfer being provided. All knowledge transfer will be completed on-site as part of the migration therefore it's required that Chino Hills administrators he present per detailed project schedule. Knowledge Transfer(Up to 2 hours; to be done on-site). 3.5 This SOW does not cover additional services such as, • Installation of server operating systems for physical hosts or virtual machine guests by Nexus, • Installation or configuration of server applications. Installation and configuration of server applications (e.g. SQL Server, Exchange Server) is out of scope. o Network LANNLAN switching configurations not part of the Nexus 3524P installation. o Storage LANNLAN switching configurations not part of the Nexus 3524P installation. o Virtual switching configurations, if required. 3.6 Deliverables To Chino Hills from Nexus: o Detailed project plan (MS Project Schedule). o Validation Plan. o Weekly Updated Project Schedule. o Weekly Project Status Summary-Chino Hills can provide format. o Meeting Minutes. To Nexus from Chino Hills: o Completed Pre-Installation Worksheet, • Network architecture plan, if applicable. o Signed SOW. Chino Hilts-Statement of Work Proprietary and Confidential • I I' ni; )) Statement of Work G Signed In-Service Acknowledgement Form. 3.7 Project Completion Upon Nexus' completion of the professional services and for each deliverable with the exception of updated project schedule Nexus shall notify Chino Hills of completion of a specific milestone or service performed by providing an In-Service Acknowledgement Form. Chino Hills has five (5) working days from the receipt of the In-Service Acknowledgement Form to schedule appropriate personnel to review the particular milestone or services performed and sign the In- Service Acknowledgement Form. Signing of the In-Service Acknowledgement Form, or Chino Hills failure to respond to the form within the designated ten (10) day period, signifies Chino Hills acceptance of the milestone and that services have been performed as described in the In- Service Acknowledgement Form and in accordance with the SOW. In order to refuse acceptance of the services performed or deliverables, Chino Hills must provide Nexus with full details that show that services do not conform to the SOW. Nexus shall address such non-conformance In a timely manner. Nexus shall compile an action plan to correct any deficiencies and the process for acceptance detailed herein shall be repeated until such time as all deficiencies have been resolved and the services meet the requirements of the SOW. Acceptance may not be withheld due to defects In services that do not represent a material non-conformance with the requirements of the SOW. At the conclusion of this project, Chino Hills will have deployed a solution as described throughout the various applicable contractual documents Including but not limited to this SOW. As acknowledgement that the system has been placed into commercial operation, Chino Hills will sign an "In-service Acknowledgement"form, which may list certain minor Items that were not yet able to be deployed.These items (if any)will also have documented due dates for the expected completion date. Other items listed could Include as-built documentation and or drawings as applicable based on what was purchased in the agreement. 3.8 Issue Escalation There are two kinds of support issues that require escalation: e Engagement issues. O Operations and Maintenance (O&M) issues. 3.8.1 Engagement Issues All issues directly related to the engagement of the Chino Hills CISCO UCS B-SERIES SYSTEM installation are the responsibility of, and should be directed to, the Nexus Project Team. These issues include anything within the scope of the signed Professional Services Statement of Work. In lieu of a formal handoff procedure, It must be agreed that the responsibility for any equipment, properly installed, configured, and tested by Nexus, becomes the responsibility of Chino Hills. Problem Resolution — During an engagement, the Nexus Project Manager will be responsible for ensuring vendor-related issues are resolved to the satisfaction of Chino Hills For contact Information pertaining to the Nexus project team please direct all inquiries to the Nexus Project Manager assigned to this project. Problem Escalation—Any problems encountered post-engagement require Chino Hills to open a support case with Nexus TAC. Nexus must also be separately informed to assign an engineering advisor to the support case Chino Hills—Statement of Work fl Proprietary and Confidential I )) Statement of Work 3.0.2 Operation and Maintenance (O&M) Issues For ell issues outside the scope of this SOW occurring after execution of the In-Service Acknowledgement Form, Chino Hills is responsible for resolving. Nexus offer several flexible technical support service options to help resolve system incidents or service change requests. These service options focus on the"operate" phase of the network lifecycle to help maintain operational efficiency. 3.9.3 Nexus Time and Materials Support Nexus Time and Materials (T&M) Support will provide a remote or on-site available Nexus technical support resource on a time and materials basis. Your T&M billable service request will be dispatched to an appropriate Nexus TAC or Nexus Field Services engineer for handling. While a Nexus Care Managed Service agreement will ensure the fastest response times and priority trouble resolution, T&M service is available as a flexible choice to supplement other service entitlements. Chino Hills—Statement or Work fl Proprietary and Confdenllal Il,;xi,,, )) Statement of Work 4 Responsibilities of Each Party 4.1 Project Management Nexus Project Management services provide a structured methodology for engagement for this SOW. Project Management services provide oversight of the organization, direction and control of all project-related efforts required to complete the engagement as defined herein. Project Management will include the oversight of the project as defined by this SOW together with Chino Hills in the role of the Nexus' single point of contact.Timelines and schedules will be established to help meet the needs of the project goals and expectations for the associated Solutions as defined in Section 2,0 herein. Upon execution of this SOW by both parties and Nexus' receipt of the executed SOW, signed Schedule-A and Purchase Agreement from Chino Hills , Nexus will determine the optimal start date and cutover/delivery date based on discussions with the Nexus sales team, project management resource, Nexus technical resources and the Chino Hills . The Nexus Project Manager will manage the project remotely, with the potential exception of the kick-off meeting. Status meetings/conference calls will typically be driven by the Nexus Project Manager, with additional Nexus resources scheduled as needed for palticipatIon at the discretion of the Nexus Project Manager. The Project Manager will organize and coordinate the following tasks including but not limited to: • The procurement, staging and delivery of the equipment purchased (If any). o The scheduling of Nexus resources. n The coordination of required Chino Hills resources and associated tasks (if applicable). n The planning of installation activities utilizing the timeline established after the kick off meeting as the guide, n Act as the single point of contact for change control, escalation and acceptance activities for the engagement team efforts defined within this SOW. For engagements requiring dedicated or on-site Project Management, Nexus offers dedicated or full-time professional project management service options. If an on-site or dedicated project manager is required additional charges will apply and a separate Statement of Work for such services will replace Section 4.1 of this Statement of Work. o Weekly Updated Project Schedule o Weekly Project Status Summary— Chino Hills can provide format o Meeting Minutes • Updated Project Artifacts e.g. design and other deliverables 4.1.1 Project Kickoff Meeting The purpose of the project kickoff meeting is to transition the project from the design and purchase process to the engagement phase. The agenda of the meeting will include the review of the contract terms, and key project task areas. The key stakeholders need to attend to agree on roles and responsibilities, establish joint planning, and define short-term deliverables for both chino Hills—Statement of Work Proprietary and Confidential Il: ;un )) Statement of Work Nexus and Chino Hills. This Is typically an onsite meeting with the added attendance of the Nexus Account Manager, Systems Design Engineer and Deployment Engineer(s) either live or remotely. At a minimum, the agenda will also include the review the following planning activities: o Validate the Bill of Materials as itemized in the Schedule-A of the agreement. o Review various other specifics of this Scope of Work. o Develop & verify the contact and escalation list, o Communication plan that defines the understanding as to how Nexus and Chino Hills agree to communicate on all project related Information ranging from non-critical information to critical information, As part of the communication plan, the Nexus Project Manager and Chino Hills ' single point of contact will jointly establish: o The time and frequency for status meetings/conference calls. o Documentation of meetings and the distribution of the associated meeting notes. o The assignment and tracking of all required action items, o Network information deliverables required from the Chino Hills. a System database information deliverables as may he required from the Chino Hills, including extension number assignments, IP-numbering schema, and public and private circuit switching Information. a Project Invoicing terms as defined in the Schedule-A of the agreement. o Freeze dates for any database or scope changes. a Review and verify Chino Hills ' hours of operation, available building access for Nexus, Chino Hills ' change management requirements, loading dock availability, blackout dates/limes for service or delivery, security, site access badge requirements, escorted access requirements, and facility training requirements. a Change Management Plan. This is how Nexus and the Chino Hills will manage changes during the project lifecycle. It is common for changes to occur during a project for a multitude of reasons and it Is vital that a plan Is in place to document and execute changes on a written change order as they arise, If changes occur that have an Impact on the Initial timeline, the Project Manager will make changes to reflect any associated milestone Impacts that niay arise as the direct result of the change(s), a Site test, acceptance process, and criteria based on the scope of the project, 4,1.2 Engagement Phase Throughout the engagement phase, the Nexus Project Manager will: a Lead the project by following this project scope, and associated activities as established In the project kickoff meeting. Y Update the Project Time Line, review the project for jeopardy, and act as the Nexus "Single Point of Contact". a Coordinate the requirements associated with system data gathering requirements. Chino Hills-Statement of Work ICI Proprietary and Conlldenu al I I„y ii,; )) Statement of Work • Establish and participate in status update calls. • Process any change orders as may be required throughout the engagement. • Validate with the Nexus and Chino Hills project teams that network services are in place as required and designed prior to the conversion date. • Track the flow of equipment from the Nexus staging facility to the Chino Hills location. • Contact Chino Hills to confirm site readiness for equipment delivery and prior to the start of work on site by the Nexus deployment team. • Verify the existence of the required electrical and environmental equipment prior to the installation. • Ensure Nexus employees and any subcontractors conform to Chino Hills' reasonable workplace policies, conditions, and safety regulations that are consistent with Nexus' obligations herein and that are provided to Nexus in writing prior to commencement of the services; provided, however, that Nexus' personnel or subcontractors shall not be required to sign individual agreements with the Chino Hills or waive any personal rights. CHINO HILLS responsibilities include: • Designate a single point of contact to whom all Nexus communications may be addressed and who has authority to act on all aspects of the services. This primary contact is identified page 3 and will be available during normal business hours. • Designate a backup contact when the primary Chino Hills contact is not available,who has the authority to act on all aspects of the services in the absence of the primary contact. • Designate a technical contact that will be available throughout the install for onsite knowledge transfer for the purpose of knowledge transfer(see section 3.2). • Unless otherwise agreed to by the parties, provide Information and documentation required by Nexus within two (2) business days of Nexus' request. • Notify Nexus of any hardware and/or software upgrades or any other changes within the Chino Hills' network at least fifteen (15) business days prior to the upgrade. • Notify Nexus of any Installation scheduling change at least seventy-two(72) hours prior to the originally scheduled installation date. Scheduling changes and/or cancellations made after this 72-hour window may be subject to Nexus' then current cancellation penalty charge. • When requested by Nexus, provide Chino Hills site building layouts, including the floor plans, location of cables, and power sources. • Supply the workplace policies, conditions, and environment in effect at the Chino Hills site. Chino Hills—Statement of Work 39 Proprietary and Confidential ILSai>. D Statement of Work 5 Assumptions The following assumptions, together with those detailed elsewhere, were made to create this Statement of Work. Should any of these assumptions prove to be incorrect or incomplete then Nexus may modify the price, scope of work, or milestones.Any such modifications shall be managed by the Change Management Procedure described in Section 6. 5.1 General Assumptions This scope of this project is limited to the installation of the Cisco UCS B-series system. It is assumed: o Work will be performed at City of Chino Hill's City Center Drive location. o If applicable, Chino Hills will provide a complete and documented network architecture plan that would provide physical and logical schematics(Vista format preferred) prior to service commencement. Chino Hills will provide skilled personnel to assist with the following: o Detailed project planning and creation of documentation outlining that plan. o Performing the hardware and software configuration changes that will be required on Chino Hills'file and application servers and switch or router OS. o Network servers, if applicable, have correct version and service packs installed. s Network impacts and server storage impacts will be addressed prior to the install, if applicable. ▪ All Chino Hills hardware that will be used for this engagement is listed on the Hardware Compatibility List published by the vendor. o Ensure that all site preparation (for example, but not limited to, power, space, HVAC, abatement, cables, and racks)will be in place and the site ready for equipment installation three (3) business days prior to the beginning of the scheduled onsite installation. o UPS, surge protection, or wall outlets are available and labeled for equipment. o All patch panels and cables are properly wired and labeled. o All cabling meets appropriate specifications set by EIAITIA, as required for this solution. o Any additional cabling required is performed by the client's cabling vendor. o Chino Hills shall be responsible for the registration of all required hardware or software registrations. o Chino Hills network architecture design shall not change between the date of Chino Hills' execution of this SOW and the completion of all services contemplated hereunder. o Engagement of a security product or solution does not constitute complete and total risk elimination. Every effort to provide maximum protection is taken. However, no guarantee of risk mitigation is expressed or implied. Chino Hilts—Statement of Work Proprietary and Confidential I i,,,w; )) Statement of Work G Delays caused by the lack of completed site preparation or Chino Hills'failure to meet any responsibilities specified in this SOW shall be billed at Nexus time and materials rates including travel and other expenses. Any additional costs incurred by the Chino Hills as a result of delays shall be the sole responsibility of the Chino Hills. o Unless otherwise agreed to by the parties, a response will take place within two (2) business days of Nexus' request for documentation or information needed for the project. o Chino Hills has delivered to Nexus all of the required paperwork for processing. G Nexus requires an average of three weeks to schedule resources for the project start from the time all completed contracts are received and processed. o Resources from various Nexus offices may be utilized, as needed, to provide a full scope of technical expertise. o Any product or service delivery dates communicated to the Chino Hills outside of this SOW or the project plan, are not to be considered valid or binding. o Requests for support or services outside of this SOW require written approval by the Chino Hills and acceptance by the Nexus Project Manager and may result in additional charges to the Chino Hills. G If the project extends beyond the timeline specified in the project plan due to delays caused by parties other than Nexus and its subcontractors, additional charges may apply. No additional costs will be incurred by the customer in the unlikely event that there are delays caused by Nexus or its Subcontractors. o All antivirus solutions are to be provided by Chino Hills. Nexus has not provided these solutions as part of this SOW and does not hold any responsibility for these elements of the end-state solution. o Chino Hills is responsible for the backup of the current environment prior to any work being started as per this SOW. o All Knowledge Transfer sessions will be completed prior to cutover. No provision has been made for additional training after cutover. Additional training after cutover Is at the sole discretion of the lead Nexus Deployment Engineer. a All SOW activities,with the exception of cutover, will be conducted during normal business hours, Monday through Friday, 8 am to 5 pm. o Any services outside the scope of this project will be provided on a time and materials basis. o Chino Hills change orders will be billed at current labor and material rates and will be due and payable upon receipt. Chino Hills—Statement of Work Proprietary and Confidential PL xti )) Statement of Work 6 Change Management Process It may become necessary to amend this SOW for reasons including, but not limited to, the following: o Changes to the SOW and/or specifications for the services. o Unavailability of resources that are beyond either party's control. o Environmental or architectural conditions not previously identified. In the event either party desires to change this SOW, the following procedures shall apply: o The party requesting the change will deliver a Change Order Form to the other party. The Change Order Form will describe the nature of the change, the reason for the change, and the effect the change will have on the scope of work,which may include changes to the deliverables and/or the schedule. o A Change Order Form may be Initiated either by Chino Hills or by Nexus for any changes to the SOW. The Project Manager of the requesting party will review the proposed change with his/her counterpart. The parties will evaluate the Change Order Form and negotiate in good faith the changes to the services and the additional charges, if any, required to implement the change order. If both parties agree to implement the change order, the appropriate authorized representatives of the parties will sign the change order, indicating the acceptance of the changes by the parties. o Upon execution of the Change Order Form, the Change Order Form will be incorporated into the SOW. o Nexus under no obligation to proceed with the Change Order Form until such time as the Change Order Form has been agreed upon by both parties. o Whenever there is a conflict between the terms and conditions set forth in a fully executed change order and those set forth in the original SOW, or previous fully executed change order, the terms and conditions of the most recent fully executed change order shall prevail. Chino Hills—Statement of Work Proprietary and Confidential I It'.M, }} Statement of Work 7 Statement ®f Work Signoff CHINO HILLS Agreement of Terms Nexus Agreement of Terms I do hereby agree to the solution as set I do hereby agree to the solution as set forth within this Statement of Work, forth within this Statement of Work, Name: Name: Thomas Lyon Title: Title: Sr.VP of Managed Seryhgs - Signature: Signature: Date: Date: April 23, 2015 Chino Hills—Statement of Work 24 Proprietary and Confidential EXHIBIT B - COMPENSATION Professional Services related to the Installation of one Cisco UCS B-Series Server $10,046.64