CONTRACT 6068 Service Agreement CLOSEDAgreement No. 6068 (MDC Project)
,.� SERVICES AGREEMENT BETWEEN
THE CITY OF EL SEGUNDO AND
NMK CORPORATION
THIS MOBILE DIGITAL COMPUTERS SUPPORT SERVICES AGREEMENT
("Agreement") is made and entered into this 5th day of March, 2021, by and between the CITY
OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and NMK
CORPORATION, a California Corporation ("CONTRACTOR").
The Parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONTRACTOR agrees to perform the work listed in the
SCOPE OF SERVICES, "Exhibit A", attached;
B. As additional consideration, CONTRACTOR and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONTRACTOR an amount not
to exceed Thirty Thousand Dollars ($30,000) as shown in "Exhibit B". CITY will
pay the amount yearly promptly, but not later than forty-five (45) days after
receiving CONTRACTOR's invoice.
2. TERM. This Agreement will begin from April 1, 2021, to April 1, 2022. The
Agreement shall automatically, in full, continually renew yearly unless CITY
or CONTRACTOR notifies the other part in writing thirty (30) days in advance of the
termination of the current period.
3. SCOPE OF SERVICES.
A. CONTRACTOR will perform services listed in the attached Exhibit A.
B. CONTRACTOR will provide quality customer service and timely technical
support services as required of CONTRACTOR by this Agreement.
4. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that CONTRACTOR
has
i. Thoroughly investigated and considered the scope of services to be
performed;
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Agreement No. 6068 (MDC Project)
i. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONTRACTOR warrants that
CONTRACTOR has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONTRACTOR discover any latent or unknown conditions that may
materially affect the performance of the services, CONTRACTOR will
immediately inform CITY of such fact and will not proceed except at
CONTRACTOR's own risk until written instructions are received from CITY.
5. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONTRACTOR will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Type of Insurance
Commercial general liability:
Business automobile liability
Workers compensation
Limits (combined sin le
$2,000,000
$1,000,000
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name City, its officials, and employees as "additional insureds" under
said insurance coverage and to state that such insurance will be deemed "primary"
such that any other insurance that may be carried by City will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (30) days prior written
notice to City.
C. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance or copies
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Agreement No. 6068 (MDC Project)
of policies as may be reasonably required by City from time to time. Insurance
must be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the
insurer will provide thirty (30) day notice of any cancellation of coverage.
CONTRACTOR will require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of
cancellation imposes no obligation, and to delete the word "endeavor" with regard
to any notice provisions.
E. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain such coverage at CONTRACTOR's
expense and deduct the cost of such insurance from payments due to
CONTRACTOR under this Agreement or terminate.
6. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 5 of this
Agreement; and
B. CITY gives CONTRACTOR a written Notice to Proceed.
C. Should CONTRACTOR begin work in advance of receiving written authorization
to proceed, any such services are at CONTRACTOR's own risk.
7, TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause. Notice of termination will be in writing.
B. CONTRACTOR may terminate this Agreement upon providing written notice to
CITY at least thirty (30) days before the effective termination date.
C. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
D. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
8. INDEMNIFICATION.
A. CONTRACTOR indemnifies and holds CITY harmless from and against any
claim, action, damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its performance, except for
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Agreement No. 6068 (MDC Project)
such loss or damage arising from CITY's sole negligence or willful misconduct.
Should CITY be named in any suit, or should any claim be brought against it by
suit or otherwise, whether the same be groundless or not, arising out of this
Agreement, or its performance, CONTRACTOR will defend CITY (at CITY's
request and with counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
9. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that
CONTRACTOR will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONTRACTOR will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONTRACTOR is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work
or to exercise a measure of control over the work means that CONTRACTOR will follow the
direction of the CITY as to end results of the work only.
10. NOTICES.
A. All notices given or required to be given pursuant to this Agreement will be in
writing and may be given by personal delivery or by mail. Notice sent by mail
will be addressed as follows:
To CITY: Scott Kim
Information Technology Services Department
City of El Segundo
350 Main Street
El Segundo, CA 90245
(310) 524-2356
To CONTRACTOR: Nabeel Khatri
NMK Corporation
286 Tulip Tree Lane
Orange, CA 92865
B. When addressed in accordance with this paragraph, notices will be deemed given
upon deposit in the United States mail, postage prepaid. In all other instances,
notices will be deemed given at the time of actual delivery.
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Agreement No. 6068 (MDC Project)
C. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
11. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
12. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained
in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
13. CONSTRUCTION. The language of each part of this Agreement will be construed simply
and according to its fair meaning, and this Agreement will never be construed either for or
against either party.
14. SEVERABLE. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
15. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
16. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a
waiver of any other provision, nor will such waiver constitute a continuing waiver.
17. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
18. AUTHORITY/MODIFICATION. This Agreement may be subject to and conditioned
upon approval and ratification by the El Segundo City Council. This Agreement is not binding
upon CITY until executed by the City Manager. The Parties represent and warrant that all
necessary action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be modified by
written agreement. CITY's city manager may execute any such amendment on behalf of CITY.
19. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
with this Agreement will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
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Agreement No. 6068 (MDC Project)
20. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity
between any provision of this Agreement, its attachments, the purchase order, or notice to
proceed, the provisions of this Agreement will govern and control.
21. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
22. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, war, terrorist act, embargo, government action, civil or military authority, the natural
elements, or other similar causes beyond the Parties' control, then the Agreement will
immediately terminate without obligation of either party to the other.
23. ENTIRE AGREEMENT. This Agreement and its attachment(s) constitute the sole
agreement between CONTRACTOR and CITY with regard to Mobile Digital Computer Support.
These terms are incorporated as if fully set forth above. There are no other understandings,
terms or other agreements expressed or implied, oral or written.
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Agreement No. 6068 (MDC Project)
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
Cl` Y OF EL EGUNDO
.,M.. LI for Scott Mitnick
Scott Mitnick,
City Manager
ATTFST-
APPROVED AS TO FORM:
for
Mark D. Eensle
City Attorney
NMK CORPORATION
A1,1--1d4 .
Nabeel Khatri,
President
Taxpayer ID No. 71-0878531
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Agreement No. 6068 (MDC Project)
Exhibit A
City of El Segundo — Information Technology Services
MDC Service Level Agreement — Scope of Services
1 - Service Scope
The following Services are covered by this Agreement:
• Manned telephone support
• Monitored email support
• Weekend / holiday remote assistance using Remote Desktop and a Virtual Private
Network when available
• Planned or Emergency Onsite assistance (additional costs may apply)
• Monthly system health checks
• Scheduled software updates
— Customer Requirements
Customer responsibilities and/or requirements in support of this Agreement include:
• Payment for all support costs at the agreed interval
• Reasonable availability of customer representative(s) when resolving a service -related
incident or request
— Service Provider Requirements
Service Provider responsibilities and/or requirements in support of this Agreement include:
• Meeting response times associated with service -related incidents
• Appropriate notification to Customer for all scheduled maintenance
— Service Assumptions
Assumptions related to in -scope services and/or components include:
• Changes to services will be communicated and documented to all stakeholders
5 — Service Management
Effective support of in -scope services is a result of maintaining consistent service levels. The
following sections provide relevant details on service availability, monitoring of in -scope
services, and related components.
6 — Service Availability
The network infrastructure utilized by MDCs is owned by the City of El Segundo. It relies on
various hardware components at two ITSD data centers as well as services provided by the City
of Hawthorne Police Department and the South Bay Regional Public Communications Authority,
commonly referred to as RCC. A disruption in or more of these areas could impact service to
MDCs and the applications they rely on.
Agreement No. 6068 (MDC Project)
Exhibit A
Service availability assumes the network and all applications will be available 24 hours per day,
7 days a week. Any expected outage due to hardware or software upgrades will be
communicated in advance to the El Segundo Police Department.
...Service Requests
Service Requests are defined by incident priority, which is classified using severity levels one
(1), two (2), and three (3). Incidents categorized as Severity 1 (S1) are reserved for critical issues
where multiple MDCs are impacted. Severity 2 (S2) issues are generally classified as service
degraded but limited to one MDC. Severity 3 (S3) issues are not service impacting and designate
tasks or requests that are addressed on a best effort basis. Incident categorization is presented in
the table below, with examples of what constitutes S1, S2, and S3.
Exaunplc Incident
Severity Level
Tiburon Unavailable (multiple MDCs impacted)
Severity 1
MDC damaged by stray bullet
Severity 2
Request to re -image MDC (laptop)
Severity 3
Every effort will be made to resolve problems and requests based on the established response
time in the table below.
Scverily Impact Description Response Time Coanunaunication Updates
Critics➢ [Slj Miflti➢ le MDCs imp�acLed 4liwirs V...lourly (or as needed)
Moderate S2 Single MDC1 iurrr pacted ➢ business day Daily ( needed)
� � � ➢:: � y l or- as nced�.�i
Low [`.')] Non .service impacting; 2 bmilness days As needed
If possible, remote assistance will be provided in -line with the above timescales for service
levels 2 and 3.
LAMIJIL
Agreement No. 6068 (MDC Project) D
NMK Corporation
286 Tulip Tree Lane,A,
Orange, CA 92865 NMK CORPORATION
Estimate
ADDRESS SHIP TO ESTIMATE # CES-041
Scott Kim Scott Kim DATE 02/25/2021
City of El Segundo City of El Segundo EXPIRATION DATE 05/28/2021
350 Main Street 350 Main Street
El Segundo, CA 90245-3813 El Segundo, CA 90245-
3813
ACTIVITY QTY RATE AMOUNT
Support Hours 200 150.00 30,000.00
Support Hours to assist in the troubleshooting of MDC operations
- hours expire after 1 year
TOTAL
Accepted By Accepted Date
$X000.00